Title XXIII, Private Corporations and Associations

(1) As used in KRS 272.020 to 272.044: (a) "Cooperative corporation" means a business concern that distributes the net profit of its business by first paying a fixed dividend upon its stock, if any, and then prorating the remainder of its profits as patronage refunds to its stock…

(1) Any three (3) or more persons who are residents of this state may organize a cooperative corporation to conduct any agricultural, dairy, mercantile, mining, manufacturing, mechanical, service, or other lawful business, except organizations subject to any of the provisions of …

By a vote of at least two-thirds (2/3) of the stockholders or members, and after the payment of a fixed dividend upon its stock, but before the profits are prorated, any cooperative corporation may create a reserve fund by setting aside each year ten percent (10%) to twenty-five …

Any cooperative company may become subject to the provisions of KRS 272.020 to 272.044 by filing with the Secretary of State a declaration signed and sworn to by the president and secretary that the company, by a majority vote of its stockholders or members, has decided to adopt …

organizations. Unless otherwise provided in KRS 272.010(1) and KRS 272.020 to 272.044, a cooperative corporation organized with shares shall be subject to the provisions of KRS Chapter 271B, and a cooperative corporation organized with memberships and operated on a nonprofit basi…

The provisions of KRS 272.010(1) and 272.020 to 272.044 are applicable only to cooperative associations organized under KRS 272.020 to 272.044.

As used in KRS 272.101 to 272.341, unless the context otherwise requires: (1) "Agricultural products" includes horticultural, viticultural, floricultural, forestry, dairy, livestock, poultry, bee and any farm products; (2) "Association" means a corporation organized under, or ent…

In enacting KRS 272.1001, 272.101 to 272.341, it is the intention of the General Assembly to promote, foster and encourage the intelligent and orderly production and marketing of agricultural products through cooperation, to eliminate speculation and waste, to make the distributi…

An association may be organized to engage in any activity in connection with the production, harvesting, marketing, selling, preserving, drying, processing, canning, packing, grading, storing, handling, shipping or utilization of the agricultural products owned, leased, handled o…

(1) Five (5) or more persons engaged in the production of agricultural products, or one or more associates of such producers, may form an association, with or without capital stock. (2) The dean of the College of Agriculture of the University of Kentucky shall, upon request, info…

(1) The articles of incorporation of each association shall state: (a) The name of the association that satisfies KRS 14A.3-010; (b) The purposes for which it is formed; (c) The place where its principal business will be transacted; (d) The period of duration, which may be perpet…

(1) Amendments to the articles of incorporation shall be made in the following manner: The board shall by an affirmative vote of not less than two-thirds (2/3) of its members, present and voting at any regular or special meeting, adopt a resolution approving the proposed amendmen…

Amendment of bylaws. (1) Each association shall within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws. The affirmative vote of not less than two-thirds (2/3) of the members present and voting at a meeting, of which reasonable no…

An association may provide in its bylaws for one or more regular meetings each year. Special meetings of the members of the association may be called by the board; it shall be the board's duty to call such meetings when ten percent (10%) of the members of the association file wit…

committee -- Action taken without meeting. (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 or from the members of any member-association except as provided in subsection (3) of this s…

The board shall elect from their number a president and one (1) or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association. The two (2) offices of secretary and treasurer may be combined in one (1) person. T…

(1) Under terms and conditions prescribed in its bylaws, an association may admit as members (or issue voting stock to) only persons engaged in the production of agricultural products, including tenants and landlords who receive any part of the crop raised on the leased premises …

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…

(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;…

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 …