Amendment of Articles of Incorporation

Article I shall be restated as follows:

Section 1: The name of this association shall be the “Students’ Co-operative, Incorporated,” hereinafter referred to as the Cooperative

Article II shall be restated as follows:

Section 1: The purpose of the Cooperative shall be to provide affordable lodging on a not- for-profit cooperative basis to its student members; to obtain and maintain any property and facilities needed for providing such lodging, and to provide any other related services and programs for the benefit of the membership, including every other act and thing necessary and proper to the conduct of its business for the accomplishment of the purposes set forth herein and permitted by the laws of Minnesota applicable to the powers given to cooperatives under Minnesota Statutes, Chapter 308A.

Article III shall be restated as follows:

The principal place of business of the Cooperative is 1721 University Avenue South East in the City of Minneapolis, County of Hennepin, State of Minnesota, 55414

Article IV shall be amended & restated as follows:

The time of commencement of the association shall be the 20th day of March 1940, and the duration of the Cooperative shall be perpetual.

Article V shall be restated as follows:

The registered office address of the Cooperative is 1721 University Avenue SE, Minneapolis, Minnesota, 55414, Apt. 19

Article VI shall be amended & restated as follows:

Section 1. The Cooperative shall issue no common stock and shall operate on a non-stock basis.

Section 2. The cooperative shall have two classes of members: Resident Members and advisory board members. Resident Members must sign and maintain a Membership Agreement for the duration of their membership. Persons who were previously Resident Members of the cooperative and who do not currently have a security deposit at the co-operative are eligible to be elected as Advisory Board members.

Section 3. The terms and conditions of membership, including any application, fees, rights, privileges, duties, or obligations of membership, shall be set forth in the By-laws.

Article VII shall be amended & restated as follows:

Section 1. The government of the Cooperative and the management of its affairs shall be vested in a Board of Directors comprising not less than four (4) Active Resident Members of the Cooperative and not less than two (2) Advisory Board members of the Cooperative.  Members of the Board of Directors shall be elected for such terms, and in the manner, as set forth in the By-laws.

Section 2. No member, director or officer shall be permitted to make any pecuniary profit from the business of the Cooperative.

Section 3. No part of the net earnings or assets of the Cooperative shall inure to the benefit of or be distributed to any director, member, trustee, officer or other private individuals or institutions except that the Cooperative shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Cooperative affecting one or more of its purposes set forth in Article II hereof including, but not limited to, partial refunds of room and board charges upon determination that the member is entitled to such refunds.

Article VIII shall be amended & restated as follows:

Section 1.The Executive Officers of the Cooperative shall be a president, vice president, secretary, and treasurer. These executive officers shall be elected at the All-House meeting according to the terms set forth in the by-laws.

Section 2. Other officer positions may be added or removed at the discretion of the Board of Directors. Officer vacancies may be filled by the remaining members of the board, persons so appointed to hold office until the next All-House meeting.

Article IX shall be restated as follows:

The fiscal year of the Cooperative shall begin on the 1st day of September of each year and close on the 31st day of August of each year.

Article X shall be restated as follows:

Section 1. Amendments to these Articles of Incorporation shall require approval of at least three fourths of the entire voting membership, executed in a lawful manner and as outlined in the By-laws of the Cooperative

Section 2. Voluntary dissolution of the Cooperative shall require approval of at least three fourths of the entire voting membership of the Cooperative, voting in person and not by proxy

Section 3. Upon dissolution of the Cooperative, after all debts and obligations of the corporation are paid, its assets, if any, shall be distributed, subject to any necessary judicial approval, to an organization or organizations then described in Section 501(c)(3) of the Code, except that no Member shall be eligible to receive assets from the Cooperative upon dissolution.


Back to Governance Documents