Title 13, Title 13

Associations organized under this chapter shall be subject to Title 32, chapter 13. The fee charged for registration or renewal shall be $10.

An association 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 State; and the marketing con…

Any provisions of law which are in conflict with this chapter shall not be construed as applying to associations. Any exemptions under any laws applying to fishery products in the possession or under the control of the individual producer shall apply similarly and completely to s…

Any 2 or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be made in the manner prescribed for domestic business corporations.

Five or more persons, a majority of whom are residents of this State, engaged in the fishery business, may form an association, with or without shares of stock, under this chapter.

Articles of incorporation shall be signed, acknowledged and filed in the manner prescribed for domestic business corporations.

The articles of incorporation shall state: 1. Name. The name of the association; 2. Purposes. The purposes for which it is formed; 3. Location. The municipality and county where the principal office for the transaction of business of the corporation is to be located; 4. Directors…

If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the aggregate par value of all shares; and if the shares are to be without par value…

If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the preferences, rights, privileges and restrictions granted to or imposed upon the hol…

If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal the general rule or rules applicable to all members by which the voting power and th…

The articles of incorporation of any association may be altered or amended in the manner and for the purposes prescribed for domestic corporations.

Each association shall, within 30 days after its incorporation, adopt for its government and management a code of bylaws, not inconsistent with this chapter. A majority vote of the members or shares of stock issued and outstanding and entitled to vote, or the written assent of a …

The bylaws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the fishery business.

The bylaws may provide: 1. Quorum. The number of members constituting a quorum; 2. Voting. The right of members to vote by proxy or by mail or both, and the conditions, manner, form and effects of such votes; the right of members to cumulate their votes and the prohibition, if de…

The bylaws may provide: 1. Fees. The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used; 2. Members' payments. The amount that each member is required to pay annually, or from …

The bylaws may provide: 1. Membership. The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock; 2. Withdrawal. The method, time and manner of permitting members to withdraw or the holders of common stock t…

The bylaws may provide for the time, place and manner of calling and conducting meetings of the association.

The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In such case, the bylaws shall specify the number of directors to be elected by each district, the manner…

The bylaws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the several territorial districts. In such …

The bylaws may provide that primary elections shall be held to nominate directors. Where the bylaws provide that the territory in which the association has members shall be divided into districts, the bylaws may provide that the results of the primary elections in the various dis…

The bylaws may provide that directors shall be elected for terms of from one to 5 years, provided that at each annual election the same fraction of the total number of directors shall be elected as one year bears to the number of years of the term of office.

The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.

The affairs of the association shall be managed by a board of not less than 3 directors, elected by the members from their own number.

Meetings of the board of directors may be held at any place within or without the State fixed by a quorum thereof unless otherwise provided in the articles of incorporation or bylaws.

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 elect a secretary and a treasurer, who need not be directors or members of the association, and they may combine the 2 latter offices and unite both functions and titles in one per…

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.

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 5% of the members, requesting the removal of the officer or director in question.

The director or officer against whom such charges have been brought must be informed in writing of the charges previous to the meeting and have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing the charg…

Except as provided in section 2109, the removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members, the association may remove the officer or director.

If the bylaws provide for election of directors by districts with primary elections in each district, the petition for removal of a director must be signed by 20% of the members residing in the district from which the director was elected. The board of directors shall call a spec…

Under the terms and conditions prescribed in the bylaws, an association may admit as members, or issue common stock to, only such persons as are engaged in the fishery business, including the lessees and tenants of boats and equipment used in such fishery business and any lessors…

When a member of an association established without shares of stock has paid the member's membership fee in full, the member must receive a certificate of membership.

A member is not liable for the debts of the association to an amount exceeding the sum remaining unpaid on the member's membership fee or subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof.

Meetings of members shall be held at the place as provided in the bylaws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board of directors.

In case of the expulsion of a member, and when the bylaws do not provide a procedure or penalty, the board of directors shall equitably and conclusively appraise the member's property interest in the association and shall fix the amount of the member's property interest in money,…

No association shall issue a certificate for stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but su…

One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock.

There shall be printed upon each common stock certificate a statement that the transfer thereof to any person not engaged in the fishery business is prohibited by the bylaws of the association.

An association may, at any time, as specified in the bylaws, except when the debts of the association exceed 50% of its assets, buy in or purchase its common stock at the book value thereof, as conclusively determined by the board of directors and pay for it in cash within one ye…

Except as to the matters and things stated in the articles of incorporation no distinction shall exist between classes of stock or the holders thereof.

If an association issues nonpar value stock the issue of such stock shall be governed by the laws regulating the issuance of nonpar value stock in domestic corporations.

Whenever an association, organized with preferred shares of stock, purchases the stock or any property or any 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 its preferred s…

An association may engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling or utilization of any fishery products produced or delivered to it by its members; or the m…

An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.