Amends TCA Title 43.

Under present law, an amendment to the articles of incorporation of an agricultural or horticultural marketing cooperative association, including a conversion to a general nonprofit corporation, must be approved by two-thirds of the board of directors and then adopted by a vote representing a majority of all association members. <br /> <br /> However, if, at a meeting of the association members to which a proposed amendment has been submitted, a majority of the members are not present, then those present, and also members voting by proxy, may adjourn the meeting to a time and place certain, but not sooner than three weeks from the time of adjournment. <br /> <br /> Prior to convening the adjourned meeting, notices must be placed in a newspaper of general circulation in the place where the principal office of the association is located each week for three weeks. These notices must state the time, place, and purpose of the adjourned meeting. When the meeting reconvenes, the members present in person or by proxy constitute the quorum, and may take action on the proposed amendment by a majority vote of those represented, even if fewer than a majority of the total membership of the association. <br /> <br /> This bill makes the following changes to the present law:<br /> <br /> (1) It requires an amendment changing the name of the association or its principal place of business to be adopted by the association if notice of the board of directors meeting to consider the amendment was given to the members as required by law;<br /> <br /> (2) It requires all other amendments to be adopted by a majority of all association members;<br /> <br /> (3) It provides that, if a majority of the association members are not present at a meeting to which a proposed amendment has been submitted, then those present and also members voting by proxy may adjourn the meeting to a time and place certain regardless if a quorum is present, and allows the date certain to be at any time by removing the "more than 3 week later" requirement;<br /> <br /> (4) It changes the notice provisions to require notice be given to the members solely to vote and count ballots received by any method allowed in the organization's bylaws, including in person or by proxy, mail, or an electronic method, instead of by newspaper;<br /> <br /> (5) It requires the notice to state the purpose of the amendment; and<br /> <br /> (6) It allows members at the reconvened meeting to constitute a quorum and take action by attending by any method allowed by the organization's bylaws, including a member being represented in person, and those voting by proxy, mail, or an electronic method.<br /> <br /> ON MARCH 6, 2023, THE HOUSE SUBSTITUTED SENATE BILL 786, ADOPTED AMENDMENT #1, AND PASSED SENATE BILL 786, AS AMENDED.<br /> <br /> AMENDMENT #1 makes the following changes to this bill:<br /> <br /> (1) Revises the third change made to present law by providing that if a majority of the association members are not present at a meeting to which a proposed amendment has been submitted, then those present and members voting by any method allowed in the organization bylaws may adjourn the meeting to a time and place certain; and<br /> <br /> (2) Revises the fifth change made to present law by only requiring the notice to state the purpose of the adjourned meeting, not the amendment.<br />