Title 18, Business Structure and Function

Liability Partnership. (a) A registered foreign cooperative that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a sta…

(a) When a registered foreign cooperative has merged into a foreign entity that does not have a certificate of authority to transact business and is not licensed to do business in Guam, the foreign entity shall deliver to the Director of Revenue and Taxation for filing an applica…

(a) The Director may terminate the registration of a registered foreign cooperative in the manner provided in Subsections (b) and (c) if the cooperative does not: (1) pay, no later than thirty (30) calendar days after the due date, any fee, tax, interest, or penalty required to b…

The Attorney General of Guam may maintain an action to enjoin a foreign cooperative from doing business in Guam in violation of this Article. ARTICLE 16 MERGER, INTEREST EXCHANGE, CONVERSION AND DOMESTICATION [RESERVED] ARTICLE 17 LIMITED COOPERATIVE ASSOCIATION BOARD [RESERVED] …

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

This Act modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede § 101(c) of that act, 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described i…

This Act does not affect an action commenced, or proceeding brought, or right accrued before the effective date of this Act. ---------- COL 2025-04-22

(a) A record delivered to the Director of Revenue and Taxation for filing pursuant to this Act must be signed as follows: (1) A limited cooperative association’s initial articles of organization must be signed by at least one (1) person acting as an organizer. (2) A statement of …

(a) If a person required by this Act to sign or deliver a record to the Director of Revenue and Taxation for filing under this Act does not do so, any other person that is aggrieved may petition the Superior Court of Guam to order: (1) the person to sign the record; (2) the perso…

(a) If a record delivered to the Director for filing under this Act and filed by the Director contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to si…

(a) To be filed by the Director of Revenue and Taxation pursuant to this Act, a record must be received by the Director, comply with this Act, and satisfy the following: (1) The filing of the record must be required or permitted by this Act. (2) The record must be physically deli…

Except as otherwise provided in § 17206 and subject to § 17207(d), a record filed under this Act is effective: (a) on the date and at the time of its filing by the Director, as provided in § 17208; (b) on the date of filing and at the time specified in the record as its effective…

(a) A record delivered to the Director of Revenue and Taxation for filing may be withdrawn before it takes effect by delivering to the Director for filing a statement of withdrawal. (b) A statement of withdrawal must: (1) be signed by each person that signed the record being with…

(a) A person on whose behalf a filed record was delivered to the Director of Revenue and Taxation for filing may correct the record if: (1) the record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the electronic transmission of the record to …

(a) The Director of Revenue and Taxation shall file a record delivered to the Director for filing which satisfies this Act. The duty of the Director under this Section is ministerial. (b) When the Director files a record, the Director shall record it as filed on the date and at t…

(a) On request of any person, the Director of Revenue and Taxation shall issue a certificate of good standing for a limited cooperative association or a certificate of registration for a registered foreign cooperative. (b) A certificate under Subsection (a) of this Section must s…

(a) A limited cooperative association or registered foreign cooperative shall deliver to the Director for filing an annual report that states: (1) the name of the association or foreign cooperative; (2) the name and street and mailing addresses of its registered agent in Guam; (3…

The filing fee for records filed under this Article shall be determined by the Director of Revenue and Taxation in accordance with the provisions of Chapter 9, 5 GCA. ARTICLE 3 ORGANIZATION OF LIMITED COOPERATIVE ASSOCIATION

(a) One (1) or more persons may act as organizers to form a limited cooperative association by delivering to the Director of Revenue and Taxation for filing articles of organization. (b) The articles of organization must state: (1) the name of the limited cooperative association,…

(a) After a limited cooperative association is formed: (1) if initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organi…

(a) Bylaws must be in a record and, if not stated in the articles of organization, must include: (1) a statement of the capital structure of the limited cooperative association, including: (A) the classes or other types of members’ interests and relative rights, preferences, and …

(a) A limited cooperative association may amend organic rules under this Article for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under § 17303. (b) Unless the organic rules otherwise provide, a member does not have a vest…

(a) Except as provided in § 17401(a), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: (1) a majority of the board of directors, or a greater percentage if required by the organic rules; or (2…

(a) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs. (b) A non-substantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on …

(a) This Section applies if the articles of organization or bylaws provide for voting by district or class, or if there is one (1) or more identifiable voting groups that a proposed amendment to the articles of organization or bylaws would affect differently from other members wi…

(a) Subject to § 17404 and Subsections (c) and (d) of this Section, an amendment to the articles of organization must be approved by: (1) at least two-thirds of the voting power of patron members present at a members meeting called under § 17402; and (2) if the limited cooperativ…

A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended…

(a) To amend its articles of organization, a limited cooperative association must deliver to the Director for filing an amendment of the articles, or restated articles of organization or articles of merger, interest exchange, conversion, or domestication pursuant to Article 16, w…

To begin business, a limited cooperative association must have at least two (2) patron members.

(a) For a limited cooperative association with more than one (1) member upon formation, those persons become members as agreed by the persons before the formation of the association. The organizer acts on behalf of the persons in forming the association and may be, but need not b…

(a) A member is not an agent of a limited cooperative association solely by reason of being a member. (b) A person’s status as a member does not prevent or restrict law other than this Act from imposing liability on a limited cooperative association because of the person’s conduc…

(a) A debt, obligation, or other liability of a limited cooperative association is solely the debt, obligation, or other liability of the association. A member or director is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligatio…

(a) On reasonable notice, a member may inspect and copy during regular business hours, at the principal office or at a reasonable location specified by the limited cooperative association, required information listed in §§ 17110(a)(1) through (8). A member need not have any parti…

(a) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with organic rules. (b) An annual members meeting may be held inside or outside Guam at the place stated in the organic rules or selected by the board of dire…

(a) A special meeting of members may be called only: (1) as provided in the organic rules; (2) by a majority vote of the board of directors on a proposal stating the purpose of the meeting; (3) by demand in a record signed by members holding at least twenty (20) percent of the vo…

(a) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least fifteen (15) calendar days and not more than sixty (60) calendar days before the meeting. (b) Unless the organic rules otherwise provide, the notice of an ann…

(a) A member may waive notice of a members meeting by providing a written or electronic waiver either before, during, or after the meeting. Such waiver must be delivered to the limited cooperative association in written or electronic form. The waiver shall be effective regardless…

Organic rules shall require the following in meeting a quorum: (a) majority of members present at a meeting are patron members; and (b) minimum percentage of patron members present at a members meeting to constitute a quorum.

Each patron member has one (1) vote. The organic rules may allocate voting power among patron members as provided in § 17512.

(a) The organic rules may allocate voting power among patron members on the basis of one (1) member, one (1) vote. (b) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.

If the organic rules provide for investor members, each investor member has one (1) vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes. In no event sha…

If a limited cooperative association has both patron and investor members, the following rules apply: COL 2025-04-22 (a) the total voting power of all patron members may not be less than eighty percent (80%) of a majority of the entire voting power entitled to vote. (b) action on…

(a) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This Subsection does not prohibit delegate voting based on district or class. (b) If voting by a proxy is permitted, a patron member may appoint only another patron member as a p…

Any action by the members shall not be taken without a meeting.

(a) The organic rules may provide for the formation of geographic districts of patron members and: (1) for the conduct of patron member meetings by districts and the election of directors at the meetings; or (2) that districts may elect district delegates to represent and vote fo…

[Reserved.] COL 2025-04-22 ARTICLE 6 MEMBER’S INTEREST IN LIMITED COOPERATIVE ASSOCIATION