Title 10 — Corporations and Associations

In this article, unless the context otherwise requires: 1. "Active member" is a member growing, producing, manufacturing, marketing, distributing or selling products or services handled by the association at the time of the membership meeting, or who during the previous year, del…

Any law in conflict with this article shall not apply to the associations organized hereunder, but general corporation laws shall apply to the associations except when they conflict or are inconsistent with the express provisions of this article.

A. The following may form a cooperative association with or without capital stock under this article: 1. Five or more persons engaged in the production of products or services. 2. Five or more small businesses, individuals or entities engaged in the marketing and distribution of …

A. Articles of incorporation shall be filed setting forth: 1. The name of the association. 2. The purposes for which it is formed. 3. The place where its principal business will be transacted. 4. The term for which it is to exist. 5. The number of directors thereof, which shall n…

An association incorporated under this article may: 1. Engage in any activity in connection with the manufacturing, marketing, harvesting, processing, storing, handling or utilization of products or services, or the providing of labor, or in connection with the purchase, hiring o…

A. Each association shall within thirty days after incorporation adopt bylaws. A majority vote of the members or their written assent is necessary to adopt such bylaws. The bylaws may provide for: 1. The time, place and manner of calling and conducting meetings. 2. The number of …

The property rights and interest of each member, whether equal or unequal, shall be set forth in the by-laws of the association as general rules applicable to all members by which the property rights and interest of each member shall be determined and fixed. The association may a…

Under the terms and conditions prescribed in its bylaws, an association may admit as members persons engaged in production of the products or services to be handled by or through the association, including lessees and tenants of land used for production of such products, lessors …

If a member of an association established without capital stock has paid his membership fee, he may receive a certificate of membership. Members are not liable for debts of the association above the sum remaining unpaid on their membership fees. No member is entitled to more than…

If a member withdraws or is expelled, the board of directors shall, within three years after withdrawal or expulsion, equitably appraise his property interest in the association and pay him for that interest. The appraisal is conclusive.

A. The affairs of the association shall be managed by the board of directors elected by the members from their number. The bylaws may provide that the territory in which the association has members be divided into districts and that the directors be elected according to such dist…

The directors shall elect from their number a president and one or more vice-presidents, and a secretary and treasurer, who need not be members. The offices of secretary and treasurer may be combined. The funds of the association shall be deposited only as authorized by the board…

A. A member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition for removal signed by ten per cent of the members. The removal shall be voted upon at the next regular or special meeting and the…

The by-laws shall provide for one or more regular meetings annually. The board of directors may call a special meeting at any time, or ten per cent of the members may file a request for a special meeting, stating the specific business to be brought before the association, and the…

Upon demand of one half of the entire board of directors any matter that has been approved or passed by the board shall be referred to the membership or the shareholders for decision at the next special or regular meeting.

A. The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over ten years, all or any specified part of their agricultural products, their specified commodities or their manufactured goods exclusively to o…

The association may record one of the executed marketing agreements in the office of the county recorder of the county in which the subscribing member is producing or proposing to produce the products to be marketed for him, and such agreement shall be known as the pilot agreemen…

A. An association may organize, form, operate, own, control, have an interest in, own stock of or be a member of any other corporation, with or without capital stock, engaged in processing, handling, utilizing, manufacturing, marketing, financing or selling products or services h…

The association shall make an annual report on forms furnished by the corporation commission, containing a general statement of its business during the fiscal year showing: 1. The number of members and amount of membership fees received. 2. The total expense of operations. 3. Its…

Each association shall pay a nonrefundable annual license fee of ten dollars. A nonprofit agricultural products association formed pursuant to this article shall be exempt from all franchise or license taxes imposed on its income. Each association shall pay a nonrefundable fee of…

If, after ten years from the date of declaration of distribution of reserves, any reserves so distributable remain unclaimed, they may be used by the association in its research and educational work.

An association shall not be deemed to be a combination in restraint of trade, an illegal monopoly or an attempt to lessen competition or fix prices arbitrarily. The marketing contracts or agreements between the association and its members, or any agreements or acts authorized by …

A person knowingly inducing any member of an association to breach his marketing contract with the association, or who knowingly spreads false reports concerning the finances or management thereof, is guilty of a class 2 misdemeanor, and is also liable to the injured association …

Every undertaking or promise made, whether written or oral, express or implied, is contrary to public policy and void and shall not afford any reason for granting legal or equitable relief, when constituted or contained in a contract or agreement for the sale of agricultural, hor…

Title 44, chapter 12 applies only to a cooperative association that is formed under this article if either: 1. The cooperative association is formed with capital stock. 2. The cooperative association exercises its powers pursuant to section 10-2005, paragraph 10.

A. A domestic cooperative association may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapter 34 of this title and title 29, chapter 6. B. If a domestic cooperative association is to be created…

In this article, unless the context otherwise requires: 1. "Affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with another person. 2. "Broadband service" means providing access and tran…

A. Cooperative nonprofit membership corporations may be organized under this article for any of the following purposes: 1. Supplying, purchasing, marketing, selling, transmitting or distributing electric energy to persons and promoting and extending the use of electric energy. 2.…

Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner provided in this article.

A. The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "inc.," unless, in a statement executed by the cooperative and filed with the corporation commission, or in an affidavit made by a person signing the articles of incorporation,…

A. Articles of incorporation of a cooperative shall recite that they are executed pursuant to this article and shall state: 1. The name of the cooperative. 2. The address of its principal office. 3. The names and addresses of the incorporators. 4. The names and addresses of its d…

A. A cooperative may amend its articles by complying with the requirements prescribed in subsection B of this section, but a change in location of its principal office may be effected in the manner set forth in section 10-2066. B. The proposed amendment shall be presented to a me…

A. A cooperative organized under this article may: 1. Sue and be sued in its corporate name. 2. Have perpetual existence. 3. Adopt and alter a corporate seal. 4. Engage in the generation, manufacture, purchase, acquisition, accumulation, transmission, marketing, sale, distributio…

B. Unless the bylaws provide otherwise, the directors shall not receive salaries for services as directors and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation without the approval of the members. The bylaws may allow a payme…

The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of directors. If stated in the bylaws, the officers of the cooperative do not have to be directors. Unless the bylaws provide o…

Each incorporator of a cooperative shall be a member of the cooperative, but no other person may become a member unless the person agrees to use electric energy or other services furnished by the cooperative as the cooperative establishes in its bylaws. A husband and wife may hol…

A member shall not be liable or responsible for the acts, debts, liabilities or obligations of the cooperative and the property of the members shall not be subject to execution therefor.

A. An annual meeting of the members of a cooperative shall be held at such time and place as provided in the bylaws. Special meetings of the members may be called by the president, by the board of directors, by any three directors or by not less than ten per cent of the members. …

A person entitled to notice of a meeting may waive notice in writing either before or after the meeting. If the person attends the meeting, his attendance constitutes a waiver of notice of the meeting, unless he participates therein solely to object to the transaction of any busi…

The board of directors shall adopt the first bylaws of a cooperative to be adopted following incorporation, conversion, merger or consolidation. Thereafter either the board of directors or the members may amend or repeal the bylaws. The bylaws shall set forth the rights and dutie…

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. The bylaws …

A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing in the office of the corporation commission a certificate reciting the change of principal office, executed by the cooperative.

A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The by-laws of a cooperative or its contracts with consumers shall contain such provisions relative to the disposition of revenues and receipts as may be necessary and appropri…

A. The board of directors of a cooperative, without authorization by the members of the cooperative, may authorize the execution and delivery of mortgages or deeds of trust pledging or encumbering any or all of the property, assets, rights, privileges, licenses, franchises and pe…

A. Any mortgage, deed of trust or other instrument executed by a cooperative doing business in this state pursuant to this article, which affects real and personal property and which is recorded in the office of the county recorder in any county in which the property is located o…

A. A cooperative shall have the use of, and the right is expressly granted to it to use, the public highways, county highways and streets and alleys in or outside the service area of the cooperative. The cooperative may construct and operate lines connecting any points within the…

A. A patronage capital credit retirement payment or fee payment from a cooperative to its member or former member is an unclaimed capital credit or fee if the credit or fee remains unclaimed for a period of two years after the payment was made available to the member or former me…

A. A domestic electric cooperative nonprofit membership corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapter 34 of this title and title 29, chapter 6. A plan must be approved by …

A. A cooperative that has not commenced business may be dissolved by delivering to the corporation commission articles of dissolution, which shall be executed by the cooperative and which shall state: 1. The name of the cooperative. 2. The address of its principal office. 3. That…

Articles of incorporation, amendment, consolidation, merger, conversion or dissolution, when executed by the cooperative, shall be delivered to the corporation commission for filing. If the corporation commission finds that the articles presented conform to the requirements of th…