Title XXIII, Private Corporations and Associations

The Secretary of State shall collect the following fees when the documents described in this section are delivered for filing: (1) Articles of association ........................................................................................$40.00 (2) Amendment of articles of a…

Purchase or redemption of stock. (1) When a member of an association established without capital stock has paid the membership fee in full, the member shall receive notice of such membership whether by a certificate of membership, letter, or otherwise. Such membership shall not b…

(1) A purchaser from an association of its own shares shall not be liable to the association or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (2) Unless otherw…

When an amendment to the articles of incorporation is adopted pursuant to subsection (2) of KRS 272.141, such an amendment shall be without prejudice to the right of any member or stockholder to withdraw from the association as permitted by subsection (2) of KRS 272.151.

An association has the following powers: (1) To engage in any activity in connection with the producing, marketing, selling, harvesting, preserving, drying, processing, canning, packaging, grading, storing, handling, or utilization of any agricultural products produced or deliver…

Injunctive relief -- Notice to landlord or tenant. (1) An association and its members may make and execute contracts, requiring the members to obtain specified services exclusively from the association or to sell, during any designated period of time, all or any specified part of…

An association may organize, form, acquire, operate, own, control, have an interest in, own all or a portion of the stock of, or be the sole member of any other association, foreign association or corporation (hereinafter referred to as a subsidiary association). An association m…

assets. (1) A sale, lease, or exchange of all, or substantially all of the property and assets of an association may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares o…

An association may, upon resolution adopted by its board, enter into necessary and proper contracts and agreements for the more economical carrying on of its business. Two (2) or more associations may, by agreement, unite in employing or may separately employ the same personnel, …

(1) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten percent (10%) of the membership, requesting the officer's or director's removal. The removal shall be voted upon…

Any exemption applying to agricultural products in the possession or under the control of an individual producer shall apply similarly to such products delivered by its members, in the possession or under the control of the association.

(1) If a member of an association dies; and six (6) months or more after his death the association has in its possession moneys not in excess of two hundred dollars ($200) which would have been distributable and payable to such member except for his death; and no administrator or…

Any association organized or operated under KRS 272.101 to 272.341, or any agricultural cooperative association organized under the provisions of KRS Chapter 271B and meeting the requirements of an agricultural cooperative as set forth in Chapter 27, Section 1, 42 U. S. Statutes,…

No association, foreign association, or agreements between associations and their members shall be considered a conspiracy, a combination in restraint of trade, an illegal monopoly, an attempt to lessen competition or to fix prices arbitrarily or create a combination or pool in v…

of association. (1) A limited cooperative association shall be organized by one (1) or more organizers. (2) To form a limited cooperative association, an organizer of the association shall deliver articles of association to the Secretary of State for filing. The limited cooperati…

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

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

(1) Two (2) or more associations, either with or without capital stock, may merge into any one of such associations pursuant to a plan of merger as provided in this section. (2) The board of each association shall, by resolution duly adopted, approve a plan of merger setting fort…

(1) Two (2) or more associations, either with or without capital stock, may consolidate into a new association pursuant to a plan of consolidation as provided in this section. (2) The board of each association shall, by resolution duly adopted, approve a plan of consolidation set…

- Contents -- Effect. (1) A plan of merger or consolidation shall be adopted in the following manner: (a) The board of each merging or consolidating association shall adopt a resolution approving the proposed plan, and directing that it be submitted to a vote at a meeting of the …

Enforcement. (1) One (1) or more associations organized under KRS 272.101 to 272.341 and one (1) or more foreign associations, or corporations, may be merged or consolidated into an association of this state or an association, or corporation, of another state, the United States, …

how fixed -- Disposal of shares. (1) A member of a constituent association to be affected by a merger or consolidation may give to the association prior to or at the meeting of its members to which the proposal of merger or consolidation is submitted to a vote, written notice tha…

(1) An association may discontinue its operations, settle its affairs, and voluntarily dissolve upon the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by its members present in person, or by proxy (if permitted by the bylaws), and voting, or …

An association, or corporation, heretofore formed under or subject to statutes repealed by the 1966 Act [272.010(2); 272.060; 272.100 to 272.350], shall continue under and be subject to the provisions of this chapter as if incorporated hereunder; but all rights of property and co…

evidence of member, shareholder or patron interest. The provisions of KRS 136.060 shall not apply to the issuance of membership certificates, shares of stock or any other evidence of member, shareholder, or patron interest by any such agricultural cooperative association.

A foreign association may be authorized to transact business in this Commonwealth upon compliance with the provisions of KRS 14A.9-010.

The provisions of KRS Chapter 271B shall apply, so far as appropriate, to every association with or without capital stock heretofore or hereafter organized or domesticated under this chapter, except where the provisions of such laws are in conflict with or inconsistent with this …

Compromise settlements -- Prior approval -- Payment of expenses and costs -- Purchase of insurance. (1) Each director, officer, employee or agent of an association organized or operating under KRS 272.121 to 272.341, or his personal representative, or any person who is or was ser…

In order to promote, foster, and encourage the raising of livestock in the state and for the further purpose of permitting livestock producers to organize under the laws of Kentucky and form cooperative livestock corporations whereby the members thereof may associate themselves t…

Any twenty (20) or more farmers who are residents of one (1) or not more than five (5) counties of this state, whether they own the land they farm or not, may form a nonprofit livestock protective corporation without capital stock under the provisions of KRS 272.360 to 272.510.

An association may be organized in any section of the state for the purpose of affording protection to the farmers in that locality in the raising of livestock on their farms.

Each association formed under KRS 272.360 to 272.510 must prepare and file articles of incorporation, setting forth: (1) The name of the association that satisfies KRS 14A.3-010; (2) The place where its principal business will be transacted; (3) The term for which it is to exist;…

(1) A limited cooperative association may amend its organic rules for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under KRS 272A.3-030. (2) Unless the organic rules otherwise provide, a member does not have a vested prope…

(1) Except as provided in KRS 272A.4-010(1) and 272A.4-050(6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: (a) A majority of the board of directors, or a greater percentage if required by…

(1) 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. (2) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on t…

(1) This section applies if the organic rules provide for voting by district or class, or if there is one (1) or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in KRS 27…

(1) Subject to KRS 272A.4-040 and subsections (3) and (4) of this section, an amendment to the articles of association shall be approved by: (a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under KRS 272A.4-020; and (b) If the limit…

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 association that contain the original articles as previously amended.…

(1) To amend its articles of association, a limited cooperative association shall deliver to the Secretary of State for filing an amendment of the articles, or restated articles of association or articles of conversion or merger pursuant to Subchapter 16 of this chapter, which co…

The articles of incorporation may be altered or amended at any regular or special meeting called for that purpose. An amendment must first be approved by two-thirds (2/3) of the directors and then adopted by a vote representing a majority of all the members of the association. Am…

The articles of incorporation shall be signed, acknowledged, filed and recorded in accordance with the provisions of the general corporation law of this state, and, in addition, a quadruplicate of the articles, indorsed by the Secretary of State with the fact and time of recordin…

Each association incorporated under KRS 272.360 to 272.510 must, within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws, not inconsistent with the powers granted by KRS 272.360 to 272.510. Such bylaws shall be adopted by a majori…

In its bylaws, each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time; and ten percent (10%) of the members may file a petition stating the specific business to be brought bef…

(1) The affairs of the association shall be managed by a board of not less than five (5) directors, elected by the members from their own number. The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors …

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 (2) latter offices and designate the combined office a…

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

Upon demand of one-third (1/3) of the entire board of directors any matter that has been approved or passed by the board must be referred to the entire membership for decision at the next special or regular meeting; provided, however, that a special meeting may be called for that…

Procedure. (1) Any corporation or association organized under previously existing statutes may, by a majority vote of its members, be brought under the provisions of KRS 272.360 to 272.510 by limiting its membership and adopting the other restrictions as provided herein. It shall…

(1) No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on the member's membership fee, including any unpaid balance on any promissory notes given in payment thereof. (2) Subsection (1) of this section shall not affect the li…

(1) To begin business, a limited cooperative association shall have at least two (2) patron members unless the sole member is a cooperative. (2) A person becomes a member: (a) As provided in the organic rules; (b) As the result of a merger or conversion under Subchapter 16 of thi…