A.  The original bylaws of a cooperative shall be adopted by its board of directors. The first bylaws of a new cooperative resulting from a consolidation, or the surviving cooperative resulting from a merger, or the converted corporation resulting from a conversion, as provided in this Part, shall be adopted by the board of directors named in articles of conversion, merger, or consolidation, as the case may be.

B.  Bylaws may be adopted, amended, or repealed by the members or the board of directors.  However, only the members may amend the bylaws when the amendment concerns the dissolution of the cooperative or the sale, lease, or other disposition or encumbrance of all or any substantial portion of property belonging to the cooperative.  The board of directors shall not adopt any bylaws in conflict with the provisions of La. Rev. Stat. 12:414, 418, or 421.

C.  In the event voting by mail is authorized in the bylaws, the board of directors is authorized to prescribe conditions necessary for voting by mail, including the percentage of members required to constitute a quorum.  However, only the members may prescribe conditions in the bylaws for voting by mail or the constituting of a quorum when the provisions of the bylaws relate to the dissolution of the cooperative or the sale, lease, merger, or other disposition or encumbrance of all or any substantial portion of property belonging to the cooperative.

D.  The bylaws shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this Part or with its articles of incorporation. Nothing herein or in this Part shall limit the rights of members provided for in La. Rev. Stat. 12:417 or any rights otherwise granted in the bylaws and articles of incorporation which may authorize voting by mail or proxy.

E.  Nothing herein or in this Part shall limit the right of the board of directors of the cooperative, as provided in La. Rev. Stat. 12:421(2), without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed of trust or deeds of trust upon, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, or permits of the cooperative, whether acquired, or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to the United States of America or any agency or instrumentality thereof, or to any bank, insurance company, or other lending institution, any provision of the articles of incorporation or bylaws of a cooperative to the contrary notwithstanding.

Renumbered from R.S.1950, §12:307 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.  Amended by Acts 1978, No. 108, §1, eff. June 22, 1978; Acts 2010, No. 202, §1, eff. Jan. 1, 2011; Acts 2012, No. 328, §1.