Sec. 251.052. AMENDMENT OF CERTIFICATE OF FORMATION. (a) The board of directors of a cooperative association may propose an amendment to the cooperative association's certificate of formation by a two-thirds vote of the board members. The members of a cooperative association may petition to amend the certificate of formation as provided by the bylaws.

(b) Not later than the 31st day before the date of the meeting, the secretary shall:

(1) send notice of a meeting to consider a proposed amendment to each member of the cooperative association at the member's last known address; or

(2) post notice of a meeting to consider a proposed amendment in a conspicuous place in all principal places of activity of the cooperative association.

(c) The notice required by Subsection (b) must include the full text of the proposed amendment and the text of the part of the certificate of formation to be amended.

(d) To be approved, an amendment must be adopted by the affirmative vote of two-thirds of the members voting on the amendment.

(e) Not later than the 30th day after the date an amendment is adopted by the members of a cooperative association, the cooperative association shall file a certificate of amendment with the secretary of state in accordance with Chapter 4. The certificate of amendment must be:

(1) signed by an authorized officer of the cooperative association; and

(2) in the form required by Section 3.052.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Sec. 251.053. BYLAWS. (a) Unless the certificate of formation or bylaws of a cooperative association require a greater majority, the bylaws may be adopted, amended, or repealed by a majority vote of the cooperative association's members voting on the matter.

(b) Except as provided by this code, the bylaws may contain:

(1) requirements for admission to membership;

(2) requirements for disposal of a member's interest on cessation of membership;

(3) the time, place, and manner of calling and conducting meetings;

(4) the number or percentage of the members constituting a quorum;

(5) the number, qualifications, powers, duties, and term of directors and officers;

(6) the method of electing, removing, and filling a vacancy of directors and officers;

(7) the division or classification, if any, of directors to provide for staggered terms;

(8) the compensation, if any, of the directors;

(9) the number of directors necessary to constitute a quorum;

(10) the method for distributing the net savings;

(11) a requirement that each officer or employee of the cooperative association who handles funds or securities be bonded;

(12) other discretionary provisions of this chapter, Title 1, and Chapters 20 and 22; and

(13) any other provision incident to a purpose or activity of the cooperative association.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.