Title 18, Business Structure and Function

Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers. SOURCE: CC § 650.3.

Three (3) or more natural persons, a majority of whom are residents of this territory, engaged in the production of products, may form an association under the provisions of this Chapter for the purpose of engaging in any activity in connection with the production, marketing or s…

Each association incorporated under this Chapter may: (a) Activities that may be Engaged in. Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling or utilization of…

(a) Persons eligible. Under the terms and conditions prescribed in the bylaws adopted by it, an association may admit as members or issue COL070307 common stock to only such persons as are engaged in the production of products to be handled by or through the association, or who u…

The articles of incorporation of any such association shall show that the signers thereof are engaged in the production of products, as defined in this Chapter, and that they propose to incorporate an association hereunder, and shall state: (a) Name. The name of the association. …

Provisions. Each association shall within thirty (30) days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with this Chapter. The vote or written assent of shareholders or members holding at least a majority of the voting power…

The affairs of the association shall be managed by a board of not less than three (3) directors, elected by the members or stockholders. SOURCE: CC § 650.9.

The bylaws may provide that: (a) Elections of Directors From Districts. The area in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In any such case, the bylaws shall specify the number of directors…

An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee. SOURCE: CC § 650.11.

When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, provided that when the bylaws provide for an election of directors by districts, the vacancy shall be filled by the el…

The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association; and they may combine the two latter offices and designate the combined office as se…

(a) Issuance of Membership or Stock Certificate. Payment. When a member of an association established without shares of stock has paid his membership fee in full, he shall receive a certificate of membership. No association shall issue a certificate for stock to a member until it…

(a) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a COL070307 petition signed by five percent (5%) of the members, requesting the removal of the officer or director in question. The remov…

The association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over fifteen (15) years, all or any specified part of their products or specified commodities exclusively to or through the association, or any fac…

COL070307 The bylaws or the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by him of any provisions of the marketing contract regarding the sale or delivery or withholding of products; an…

In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an actio…

In any action upon such marketing agreements, it shall be conclusively presumed that a landowner or landlord or lessor is able to control the delivery of products produced on his land by tenants or others, whose tenancy or possession or work on such land or the terms of whose ten…

Whenever an association, organized hereunder with preferred shares of stock, shall purchase the stock or any property, or interest in any property of any person, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest, shares of it…

Any provisions of law which are in conflict with this Chapter shall not be construed as applying to the associations herein provided for. Application of Exemptions. Any exemptions under any and all existing laws applying to agricultural products in the possession or under the con…

No person, firm, corporation or association, hereafter organized or doing business in this territory, shall be entitled to use the word cooperative as part of its corporate name or other business name or title for producers' cooperative marketing activities, unless it has complie…

(a) An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, u…

Personnel, etc. Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative or other corpo…

Under Chapter: Provisions Applicable. Any corporation or association organized under previously existing statutes for the purpose of cooperatively marketing products as defined in this Chapter shall be deemed organized and existing under and by virtue of the terms of this Chapter…

Chapter. Any corporation organized or existing pursuant to the General Corporation Law [part 1 of this Title], may be brought under the provisions of this Chapter by amending its articles of incorporation in the manner COL070307 prescribed by the General Corporation Law to confor…

Any association organized hereunder shall be deemed not to be a conspiracy nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to lessen competition or to fix prices arbitrarily or to create a combination or pool in violation of any law of this territo…

COL070307 The general corporation laws of this territory, and all powers and rights thereunder, shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of this Chapter. SOURCE: CC § 650.28.…

The board of directors of every association organized hereunder shall cause to be sent to the members thereof not later than one hundred twenty (120) days after the close of the fiscal or calendar year an annual report of the operations of the association, unless such report be e…

Stockholder. A contract entered into by a member or stockholder of a nonprofit cooperative association or corporation, providing for the delivery to such association or corporation of products produced or acquired by the member or stockholder, may be specifically enforced by the …

Associations as defined in this Chapter shall not be subject to the provisions of 11 GCA Chapter 26, Article 2, the Business Privilege Tax Law and the income of said association shall not be taxable under the laws of the Territory of Guam. SOURCE: CC § 650.31. Amended by P.L. 29-…

COL070307 Agencies of the government of Guam may make equipment and other facilities including the public market available to associations without charge or upon such terms as may be agreed upon between the association and the government agency. SOURCE: CC § 650.32.

The Governor of Guam is hereby authorized to loan to a qualified farmers nonprofit cooperative association or corporation funds to construct and operate a mixed-feed mill, such loan to be under such terms and conditions as are established by the Governor of Guam, except that in n…

I Liheslatura (the Legislature) finds that the people of Guam are generous contributors to charitable or other nonprofit organizations, but are usually unaware of the disposition made of their contributions, the purpose of this Chapter is to require all such organizations, except…

Except for an organization that is entirely religious in character, or a fraternal organization operating under the lodge system that does not solicit, directly or indirectly, from the general public donations and contributions, and does not participate in local fund-raising acti…

The Director of Revenue and Taxation shall administer the provisions of this Chapter. Within sixty (60) days of the filing of a financial statement with the Director under this Chapter, the Department of Revenue and Taxation shall post the financial statement on its website in a …

This Act shall be known and may be cited as the Guam Limited Liability Company Act.

As used in this chapter: (a) Bankrupt means bankrupt under the federal Bankruptcy Act or insolvent under any state insolvency act. (b) Court includes every court and judge having jurisdiction in the action. (c) Limited Liability Company or Company means a limited liability compan…

(a) A limited liability company may be organized under this Chapter for any lawful purpose, except that special statutes for the regulation and control of specific types of business shall control when in conflict herewith. (b) Subject to any limitations contained in the articles …

Each limited liability company organized and existing under this chapter may: (a) Sue or be sued, or complain or defend, in its name. (b) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, or use, or otherwise deal in or with, real or personal property, or …

One (1) or more persons may form a limited liability company by executing, acknowledging, and delivering to the Department of Revenue and Taxation articles of organization for such limited liability company. SOURCE: Added by P.L. 23-125:2 (Sept. 9, 1996), and amended by P.L. 30-1…

(a) The words “limited company”, “limited liability company” , or their abbreviation “L. C.”, or L.L.C. , shall be the last word of the name of every limited liability company formed under the provisions of this chapter; and, in addition, the limited liability company name may no…

(a) The Articles of Organization of a limited liability company shall set forth: (1) The name of the limited liability company. (2) Unless its articles of organization provide otherwise, the limited liability company shall have perpetual duration and succession in its name for th…

The Articles of Organization shall be delivered to the Department of Revenue and Taxation. If the Director of Revenue and Taxation finds that the articles of organization conform to law, he or she shall, when a fee of Two Hundred Fifty Dollars ($250.00) has been paid, file the ar…

(a) Upon the issuance of the certificate of organization, the limited liability company shall be considered organized; and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with a…

(a) The articles of organization of a limited liability company shall be amended when: (1) There is a change in the name of the limited liability company or in the amount or character of the contributions to capital. (2) There is a change in the character of the business of the l…

(a) Each limited liability company shall have and continuously maintain in Guam: (1) A registered office, which may be, but need not be, the same as its place of business; and (2) A registered agent, which agent may be either: (A) An individual resident of Guam whose business off…