Title 4, Title 4: AGRICULTURE AND DOMESTIC ANIMALS

4:13-12. General corporation laws to govern The provisions of the general corporation laws of this state, and all powers and rights thereunder, shall apply to the associations organized under this chapter, except where such provisions are in conflict with or inconsistent with the…

4:13-13. Right of existing associations to come within chapter An agricultural association or corporation, incorporated or authorized to do business in this State under any law other than this chapter, may become subject to the provisions of this chapter, provided a resolution de…

4:13-14. Associations incorporated under 1920 law subject to chapter All associations incorporated prior to February twenty-eighth, one thousand nine hundred and twenty-four, under the act entitled "An act to provide for the formation and regulation of co-operative agricultural a…

4:13-15. Authorizing foreign corporations to transact business A foreign corporation organized for the purpose of engaging in any of the activities mentioned in section 4:13-3 of this Title, and desiring to operate under the privileges granted by this statute, before transacting …

4:13-16. General powers of association Every association may: a. Have succession, by its corporate name, for the period limited in its certificate of incorporation, and, when no period is limited, perpetually; b. Sue and be sued in any court; c. Make and use a common seal, and al…

4:13-17. First meeting The first meeting of the association shall be called by a notice, designating the time, place and purpose of the meeting, signed by a majority of the incorporators, and personally served upon or mailed to all the incorporators at least two days before the m…

4:13-18. Election of directors; by-laws; adoption; contents At the first meeting of the association the directors shall be elected and, by majority vote of the members or their written assent, bylaws shall be adopted regulating the conduct and management of the association. A cop…

4:13-19. Board of directors The board of directors of an association shall consist of not less than 3 persons and the directors shall be members of the association or individual representatives of corporate members thereof. The directors shall be chosen annually by the members or…

4:13-2. Incorporation Any 3 or more persons or any 2 or more agricultural co-operative associations or combination thereof eligible for membership under this chapter may form a nonprofit co-operative agricultural association, either with or without capital stock, by subscribing a…

4:13-2.1. Annual fee; exemption from corporation business tax act and uniform security act Each agricultural cooperative association organized hereunder with or without capital stock or foreign corporations authorized to transact business under the provisions of 4:13-15 shall pay…

4:13-20. Officers The officers of an association shall include a president, vice president, secretary and treasurer, who shall be appointed annually by the board of directors. The president and vice president shall be appointed from among the directors. The secretary and treasure…

4:13-21. Eligibility to membership An association may admit as members, or issue common stock to, any persons engaged in the production of agricultural products, including the lessees and tenants of lands used for the production of such products, and any lessors and landlords who…

4:13-22. Expulsion of members; removal of director or officer A member, director or officer who is also a director of the association may, for cause, be expelled from membership or removed from office, by vote of not less than 2/3 of the directors present and voting at any regula…

4:13-23. Issuance of certificates Every association without capital stock shall issue a certificate of membership to each member. Every association with capital stock shall issue a certificate of common stock to each member. Such certificate shall not be transferable, and no pers…

4:13-24. Voting No member shall be entitled to more than one vote except as herein provided. No vote by proxy shall be received. Absent members may, under rules prescribed in the bylaws, be permitted to vote on specific questions by ballots deposited with the secretary, or other …

4:13-24.1. Proportionate voting rights; exception An association incorporated under this chapter may provide in its certificate of incorporation or by-laws for proportionate or unequal voting rights of all its members based upon the patronage of said members, which shall be exerc…

4:13-24.2. Election of delegates; method of voting An association may, by by-law, provide for a method of voting for the election of a delegate or delegates from each of its designated districts or locals, and for voting by such delegates. As provided in the by-laws, each delegat…

4:13-25. Liability of member for debts of association No member shall be personally liable for the debts of the association. Amended by L.1966, c. 286, s. 23.

4:13-26. Marketing contracts and agencies Any association may enter into marketing contracts or agreements with any of its members and into contracts and agreements with any marketing or purchasing agency for the purpose of carrying out the objects of the association. Any two or …

4:13-26.1. Deductions from contracts by members with buyers, handlers or processors payable to association; liability for failure to deduct Where any person, partnership, firm or corporation has voluntarily become a member of a nonprofit co-operative agricultural marketing associ…

4:13-27. Requiring members to deal through association; withdrawal The by-laws or contracts may require the members to sell all or any part of their specifically enumerated agricultural products, and buy all or any part of their specifically enumerated agricultural supplies, excl…

4:13-28. Liquidated damages for failure of member to perform The by-laws or contract may fix specific sums, in amounts fairly related to the actual damages ordinarily suffered in like circumstances, to be paid to the association as liquidated damages by a member who shall fail to…

4:13-29. Validity of contracts with members; breach of contract; injunction Any contract between an association and any of its members, which is authorized by this chapter, shall be valid and enforceable in any action brought by the association against a member. In the event of a…

4:13-3. Purposes of incorporation An association may be organized to engage in any co-operative activities for its members, and within the limitations hereinafter in this chapter set forth, for nonmembers in connection with any of the following: a. The marketing, selling of, barg…

4:13-30. Dealings with nonmembers The association may market agricultural products and purchase equipment and supplies for nonmembers, but not to an amount greater in value than the amount purchased and sold for members. The value of purchases made for nonmembers who are not prod…

4:13-31. Reserve funds; fees and charges; patron's revolving funds; certificates The directors may establish reserve funds for working capital and for contingencies and patrons' revolving funds and transfer thereto, from time to time in their discretion, such sums as they may dee…

4:13-32. Dividing yearly balance of associations without capital stock In the case of associations without capital stock after payment of expenses and the establishment of the funds, as authorized in section 4:13-31 of this Title, and as soon after the end of the fiscal year as p…

4:13-33. Dividends and division of balance of associations with capital stock In the case of associations with capital stock, after payment of expenses and the establishment of the funds, as authorized in section 4:13-31 of this Title, and as near or as soon after the end of the …

4:13-34. Annual audit and report; disclosure forbidden An association shall appoint, annually, an auditing committee of 3 persons, who shall not be directors, officers, agents or employees of the association but who may or may not be members thereof; or have a certified public ac…

4:13-34.1. Filing of annual report; contents Any association coming under the provisions of this chapter shall, within 4 months after the expiration of its fiscal year, file an annual report with the Secretary of Agriculture, which shall include, but not be limited to a copy of t…

4:13-35. List of associations not filing report of audit On or before August 31 each year, the Secretary of Agriculture shall have the authority, if in his opinion the same is justified, to certify to the Secretary of State a list containing the names of any co-operative associat…

4:13-36. Notice to associations The Secretary of Agriculture shall, within the ten days immediately following transmittal of the list to the Secretary of State, mail a notice of his action under this act, together with a copy of this act, to each co-operative association whose na…

4:13-37. Proclamation of dissolution; publication The Secretary of State shall, upon receipt of such a list, cause the names so certified to be compared with his records, and if error is discovered he shall cause necessary corrections therein to be made by the Department of Agric…

4:13-38. Dissolution upon issuance of proclamation Upon issuance of such proclamation and the mailing of a copy thereof, in the manner aforesaid, each domestic association named therein shall be deemed dissolved without further legal proceedings; and the authority of foreign asso…

4:13-39. Copies of proclamation; mailing; filing The Secretary of State shall also mail a copy of such proclamation to the clerk of each county in the State. The county clerk shall file the copy received by him without charge but need not record it. L.1951, c. 303, p. 1092, s. 11…

4:13-4. Certificate of incorporation The certificate of incorporation shall be signed by all the incorporators and shall set forth: a. The name of the association, which may include the words "cooperative" and "association" ; b. The objects for which it is formed, which shall be …

4:13-40. Reservation of names of dissolved associations The names of all co-operative associations so dissolved or whose authority to transact business has been terminated shall be reserved for a period of 4 months immediately following the date of mailing a copy of the proclamat…

4:13-41. Certificate of compliance; effect; fees If any such association so dissolved or whose authority has been terminated shall file with the Secretary of State before the expiration of 3 months a certificate of compliance issued by the Department of Agriculture that all requi…

4:13-42. Publication of notice of compliance Whenever a co-operative association shall have obtained a certificate of compliance and have filed the same in the office of the Secretary of State, the Secretary of State shall publish a notice thereof in the next succeeding issue of …

4:13-43. Definitions The words and phrases used herein shall, unless the content otherwise indicates, have the following meanings: (a) "Secretary" means the Secretary of Agriculture of the State of New Jersey or his duly authorized agent. (b) "Cooperative association" means any a…

4:13-44. Public policy It is hereby declared to be in the public interest and the public policy of this State to establish and support the right of any producer to join voluntarily and belong to cooperative associations. L.1962, c. 131, s. 2, eff. July 27, 1962.

4:13-45. Unfair practices It is an unfair practice, and unlawful, for any processor, or for any other person, to do any of the following: (a) Interfere with, restrain, coerce or boycott producers in the exercise of the rights guaranteed pursuant to section 2 hereof. (b) Discrimin…

4:13-46. Violations; complaints; hearings For the purpose of enforcing the provisions of this act the secretary is authorized to receive complaints from producers against any processor, or any other person, with respect to violations of the unfair practices specified in section 3…

4:13-47. Injunctions The secretary may also bring an action to restrain the violation or threatened violation of any provision of this act in the Superior Court. L.1962, c. 131, s. 5, eff. July 27, 1962. Amended by L.1971, c. 324, s. 16, eff. Oct. 28, 1971.

4:13-48. Penalties Any processor who shall have been found to have violated any of the provisions of this act shall forfeit and pay a penalty of not less than $100.00 nor more than $500.00 for each offense to be sued for and recovered by and in the name of the "State of New Jerse…

4:13-49. Penalty enforcement proceedings; process; summary proceedings; jail sentence In proceedings for the collection and enforcement of a penalty imposed because of the violation of any provision of this act, process shall issue in the name of the State as plaintiff, upon the …