Title 3, Agriculture

§ 8505. Existing domestic corporations. Corporations which exist under the laws of this State, and the purposes of which coincide with the purposes of associations incorporated under this chapter, shall, upon accepting this chapter, by a writing under the seal of the corporation,…

§ 8506. Reincorporation of foreign associations; procedure; effect. (a) Cooperative agricultural associations or corporations created by or under the laws of any other state, doing business in this State, and in which 3 or more of the stockholders are citizens of this State, and …

§ 8507. General powers of associations. An association incorporated under this chapter may engage in the buying and selling of agricultural products, taking title to such products or acting as agent for its stockholders, patrons, or any of them; may engage in or perform for its s…

§ 8508. Specific powers of associations. Each association formed under this chapter, by virtue of its existence as such, may: (1) Have succession for the period limited in its articles of association, and, when no period is limited thereby, exist perpetually, subject to the power…

§ 8509. Adoption of bylaws. Within 30 days after the recording of the articles of association in the office of the recorder of deeds, as prescribed in § 8504 of this chapter, a call, signed by not less than a majority of the directors, shall be issued for a meeting of the common …

§ 8510. Provisions of bylaws. Bylaws shall, within the limits of this chapter, prescribe: (1) The time, place and manner of calling and holding meetings. Meetings of stockholders may be held (a) by a meeting at large at such place as may be designated by the bylaws or action of t…

§ 8511. Exclusive buy and sell requirements of bylaws; liquidated damages; enforcement. The bylaws may require common stockholders to sell all or any part of their specifically enumerated agricultural or other similar products, and to buy all or any part of their specifically enu…

§ 8512. Amendment of articles of association. The articles of association may be amended pursuant to an affirmative vote of two-thirds of all the common stockholders or the members of a representative body or council in attendance at any regular meeting, or at a special meeting c…

§ 8513. Dissolution of associations. Any association may cease to do business and be dissolved in the same manner as corporations are dissolved under the general corporation laws of the State.41 Del. Laws, c. 132, § 19; 3 Del. C. 1953, § 8513;

§ 8514. Sale of assets. Any association organized, existing or registered as a cooperative agricultural association under this chapter may sell, lease or exchange all its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and …

§ 8515. Registered office in State; principal office or place of business in State. (a) Every association created under this chapter shall have and maintain in this State a registered office which may, but need not be, the same as its place of business. (b) Whenever the term “pri…

§ 8521. Directors; duties; election; term; vacancies. (a) The board of directors of each association shall consist of not less than 5 members. The board shall manage the affairs of the association and shall perform such other duties as are specifically imposed upon the board by t…

§ 8522. Officers; appointment; terms; vacancies; bonds. The officers of every association shall include a president, vice-president, secretary and treasurer, who shall be appointed annually by the board of directors. The president and vice-president shall be appointed from among …

§ 8523. Removal of directors and officers. Any director of the association may, for cause, at any regular meeting, or any special meeting called for that purpose, be removed from office by the vote of not less than two-thirds of the stockholders present, or by the two-third vote …

§ 8531. Issue, redemption and transfer of stock. An association may transact or do business with or for patron stockholders or patrons not stockholders, and may issue and sell its preferred stock to patrons or nonpatrons of the associations, but common stock of the association sh…

§ 8532. Dividends on stock. Dividends on the common stock shall be paid only after dividends are paid on the preferred stock, and the required surplus fund set aside, and shall be not greater than 6 percent per annum, except as provided in this chapter. Dividends on preferred sto…

§ 8533. Liability of stockholders and officers for debts of association. The officers and stockholders of an association, organized under and accepting this chapter, shall not be individually liable for the debts of the association otherwise than as provided in this chapter. Each…

§ 8534. Voting rights of stockholders. Every common stockholder shall be entitled to 1 vote only, and no vote by proxy shall be permitted. This restriction shall not affect any powers granted to the representative body or council, or the delegates thereto.41 Del. Laws, c. 132, § …

§ 8535. Patronage refunds. After payment of the dividend on the preferred stock, and after making provision from its net earnings for the reserve fund, as provided in this chapter, the remainder of the net earnings of the association, not required for dividends on the common stoc…

§ 8536. Reserve fund. An association, after making provision for the payment of dividends on the preferred stock, and before payment of dividends on the common stock, or the distribution of any patronage refund or dividend shall set aside 10 percent of the total net earnings, ann…

§ 8537. Revolving reserve fund. After payment of the dividend on preferred stock, and after making provision from its net earnings for the reserve fund, as provided in § 8536 of this title, the remainder of the net earnings of the association not required for dividends on the com…

§ 8538. Annual audit and report. At the close of each fiscal year, a complete audit of the operations of the association shall be made by a qualified accountant employed by the board of directors. The written report of the accountant shall include statements of services rendered …

§ 8541. Purchases; sales; contracts with stockholders and patrons. An association may engage in buying and selling agricultural products and supplies and take title thereto. An association may make and execute contracts with its stockholders and other patrons requiring them to se…

§ 8542. Permissive provisions of marketing contracts. Contracts with stockholders or other patrons may provide that the association may: (1) Blend proceeds of sales in one or more or all markets, and equalize returns among all stockholders and other patrons in such markets; (2) E…

§ 8543. Title to products sold by stockholders and patrons to association. If stockholders and patrons contract a sale to an association, it shall be conclusively held that title to the products passes absolutely and unreservedly to the association at the time of delivery out of …

§ 8544. Suits by association against buyers; joinder of stockholder or patron. (a) Where a contract provides that an association may collect the price of products or commodities sold through the association or facilities created by it, the association may maintain an action again…

§ 8545. Joinder of claims in suits by associations. An association may join in a single suit any number of claims for the proceeds of products or commodities, or deductions therefrom, or any other claims arising from the sale, handling or delivery of such products or commodities,…

§ 8546. Monopoly and restraint of trade. An association organized under this chapter shall not be deemed to be a combination in restraint of trade, nor an illegal monopoly, nor an attempt to lessen competition or fix prices arbitrarily, or to create a combination or pool in viola…

§ 8551. Prohibited acts. (a) No person shall knowingly induce or attempt to induce any stockholder of an association organized under this chapter to breach such stockholder’s marketing contract with the association, or maliciously and knowingly spread false reports about the fina…

§ 8552. Penalties; civil liabilities; injunctions. Whoever violates this chapter shall be fined not more than $300, or imprisoned for not more than 6 months, or both, and shall be liable to the association aggrieved in a civil action in the penal sum of $100 for each such offense…

§ 8561. Exemption from state taxation. No association organized under this chapter shall be liable for the payment of any state tax upon its right to do business in this State, upon its earnings or income, or any part thereof, upon its capital stock, or upon any scrip, bonds, cer…

§ 8562. Foreign associations or corporations. Associations or corporations organized under the laws of any other state, the purposes of which coincide with the purposes of associations incorporated under this chapter, shall be allowed to carry on any proper activities, operations…