Title 13, Title 13

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.

An association may act as the agent or representative of any member or members in sections 2231 and 2232.

An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the bylaws.

An association may purchase or otherwise acquire, hold, own and exercise all rights of ownership in, sell, transfer or pledge the payments of dividends or interest on, or the retirement or redemption of, such shares of the capital stock or bonds of any corporation or association …

An association may buy, hold and exercise all privileges or ownership over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or incidental thereto.

An association may levy assessments in the manner and in the amount provided in its bylaws.

An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects enumerated in this chapter; or conducive to or expedient for the interest or benefit of the association; …

An association may use or employ any of its facilities for any purpose; provided the proceeds arising from such use and employment go to reduce the cost of operation for its members; but the fishery products of nonmembers shall not be dealt in to an amount greater in value than s…

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, utiliz…

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 corporation, associat…

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

If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any other time expressly and definitely specified in the contract.

The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay over to its members the resale price, after deducting all necessary selling, overhead and other costs and expenses, includ…

The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by the member of any provision of the marketing contract regarding the sale or delivery or withholding of fishery products; and may further provide tha…

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 action…

In an action upon such marketing agreements, it is conclusively presumed that a landlord or lessor is able to control the delivery of fishery products produced by the landlord's or lessor's equipment by tenants, or others, whose tenancy or possession or work on such equipment or …

A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be specifically enforced by the association to secure the delivery to it of such fishery products, any provisions of law to th…

When any 5 or a majority of the proprietors of lands or wharves held in common desire a meeting of the proprietors for the purpose of forming a corporation or for any other purpose, they may make written application signed by them or their agents to a justice of the peace residin…

If the lands lie in one or more incorporated towns, a notice in writing shall be posted in some public place in each, and published in one of the newspapers of general circulation in the county where any part of them lies, 14 days before the meeting; or the meeting may be warned …

No business shall be acted upon at any meeting unless distinctly expressed in the warrant therefor. The proprietors' votes shall be counted according to the interest of each in the common lands, if known, and in that way the moderator shall make certain all doubtful votes. They m…

At any legal meeting, the proprietors may raise money for bringing forward, completing the settlement of, managing or improving said lands, or for their common good, and assess the same according to their interests in the lands. The treasurer, collector or committee shall publish…

A majority of proprietors present at any legal meeting may order, manage, improve, divide or dispose of their lands as they choose; and may vote in person or by attorney appointed in writing.

At such meeting, such proprietors as assembled in person or by attorney may organize into a corporation, if not already so organized, choose a moderator, clerk, treasurer, assessors, collector of taxes, committees and other needful officers; and may by vote decide upon the manner…

The clerk, treasurer, assessors and collector shall be sworn by the moderator or a dedimus justice, and the clerk shall record the votes passed at all meetings.