Guam § 17405 - Approval of Amendment.

§ 17405. Approval of Amendment.

(a) Subject to § 17404 and Subsections (c) and (d) of this Section, an amendment to the articles of

organization must be approved by:

(1) at least two-thirds of the voting power of patron members present at a members meeting called

under § 17402; and

(2) if the limited cooperative association has investor members, the approval of investor members

shall be limited to no more than twenty percent (20%) of the total voting power, with the remainder

controlled by patron members, ensuring that patron members retain at least eighty percent (80%) of

the total voting power, unless the organic rules require a greater percentage vote by patron members.

(b) Subject to § 17404 and Subsections (c), (d), (e) and (f) of this Section, an amendment to the bylaws

must be approved by:

(1) at least a majority vote of the voting power of patron members present at a members meeting

called under § 17402, unless the organic rules require a greater percentage; and

(2) if a limited cooperative association has investor members, the approval of investor members

shall not exceed twenty percent (20%) of the total voting power, with the remaining voting power held

by patron members. The approval of amendments shall require a majority of votes cast by patron

members, unless the organic rules require a larger affirmative vote by patron members, unless the

organic rules require a larger affirmative vote by patron members.

(c) The organic rules may require that the percentage of votes under Subsection (a)(1) or (b)(1) of the

same be:

(1) a different percentage that is not less than a majority of patron members voting at the meeting;

(2) measured against the voting power of patron members, excluding investor members; or

(3) a combination of Paragraphs (1) and (2).

(d) Consent in a record by a member must be delivered to a limited cooperative association before

delivery of an amendment to the articles of organization or restated articles of organization for filing

pursuant to § 17407, if as a result of the amendment the member will have:

(1) personal liability for an obligation of the association; or

(2) an obligation or liability for an additional contribution.

(e) The vote required to amend bylaws must satisfy the requirements of Subsection (a) of this Section

if the proposed amendment modifies:

(1) the equity capital structure of the limited cooperative association, including the rights of the

association’s members to share in profits or distributions, or the relative rights, preferences, and

restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly

situated members;

(2) the transferability of a member’s interest;

(3) the manner or method of allocation of profits or losses among members;

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(4) the quorum for a meeting and the rights of voting and governance; or

(5) unless otherwise provided in the articles of organization or bylaws, the terms for admission

of new members.

(f) The amendments to the articles of organization or by-laws shall not be delegated in whole or in part

to the board of directors. Operational agreements may be delegated to the board of directors with approval

by members.