Title CCO, Cooperative Corporations

Section 1. Short title. This chapter shall be known as the "cooperative corporations law."

§ 10. Classes of corporations. A cooperative corporation shall be either stock or non-stock. A stock cooperative shall issue to members shares of stock evidencing membership and may issue, to members or others, shares of stock of a different class or classes not evidencing membe…

§ 11. Five or more persons may form a corporation, under this chapter, by making, acknowledging and filing a certificate of incorporation which shall state: 1. Its name. The name shall include the word "Cooperative." 2. Its purposes, as permitted by this chapter. 3. Its duration…

§ 110. Declaration of policy. It is the declared policy of this state to promote the effective production and merchandising of agricultural commodities by providing the means by which farmers may act together in manufacturing, processing, preparing for market, handling and/or ma…

§ 111. Definitions. For the purposes of this article: (a) the term "agricultural cooperative" means a cooperative, either stock or non-stock, operated for the mutual benefit of the members in which (1) no member is allowed more than one vote because of the amount of stock or mem…

§ 112. Incorporation. Five or more producers of agricultural products may form a cooperative agricultural corporation with or without capital stock, under this article. If the principal activities of such a corporation are connected with the marketing, processing, manufacture, s…

§ 113. Reserves. In addition to reserves for depreciation, depletion, obsolescence and bad debts, agricultural cooperatives shall create and maintain minimum general purpose reserves. Such reserves shall be set aside periodically until or unless they total an aggregate minimum a…

§ 12. Amendments to certificate of incorporation. The certificate of incorporation of any cooperative corporation may be amended as approved by the affirmative vote of two-thirds of the members voting thereon at any regular or special meeting, or, if the corporation permits its …

§ 120. Organization. A cooperative corporation may be organized as an agency, subsidiary or holding corporation to assist, further and finance other cooperative corporations in their corporate purposes and activities. A credit corporation may be organized solely for the purpose …

§ 121. Special powers. Any credit corporation organized under this chapter may make loans to members of a cooperative corporation owning in whole or in part the stock of the credit corporation; and no loans shall be otherwise made. No loans shall be made for more than ten years;…

§ 122. Purchase of stock, assets or business of other corporations. An agency corporation organized under this article may purchase stock or property or any interest in any property of any person, firm, corporation or association, and may discharge the obligations so incurred wh…

§ 123. Credit and agency corporations; ownership of voting common stock; directors. All the voting common stock of a cooperative credit or agency corporation must be owned by one or more cooperative corporations organized or operating under the provisions of this chapter. The di…

§ 13. Purposes for which general cooperative corporations may be formed. A cooperative corporation may be created under this chapter primarily for mutual help, not conducted for profit, for the purposes of assisting its members, including other cooperatives with which it is affi…

§ 130. Constitutionality. If any portion of this chapter shall be declared unconstitutional for any reason, the remaining portions shall not be affected thereby.

§ 131. Laws repealed. Chapter two hundred and thirty-one of the laws of nineteen hundred and twenty-six, entitled "An act relating to cooperative corporations, constituting chapter seventy-seven of the consolidated laws," and all acts amendatory thereof, are hereby repealed.

§ 132. Existing actions. Any action or proceeding begun before this chapter takes effect, under or pursuant to any section, article or act repealed by this chapter, may be conducted and completed in the manner provided thereby.

§ 133. Existing cooperative corporations or associations. A cooperative corporation or association heretofore formed under or subject to a law repealed by this chapter or under article three of the business corporations law heretofore repealed, shall continue under and be subjec…

§ 134. When to take effect. This act shall take effect immediately.

§ 14. General powers. In addition to the powers and rights set out in the business corporation law or, in the case of a membership cooperative, the not-for-profit corporation law and subject thereto and subject to the provisions of this chapter, a cooperative corporation shall h…

§ 15. Filing certificate. No certificate of incorporation, and no amendment thereof, and no certificate of merger or consolidation shall take effect until it has been filed with the secretary of state. The secretary of state shall provide copies of such certificates or amendment…

§ 16. By-laws. The by-laws may provide for their amendment by the board of directors; but any amendment adopted by the board shall be reported to the annual meeting of the corporation and, if not affirmatively approved thereat, shall cease to be in effect. By-laws may be adopted…

§ 17. Voluntary dissolution. A cooperative corporation may, at any meeting and upon due and express notice previously given, by vote of two-thirds of all of the members or stockholders voting thereon, discontinue its operations and settle its affairs. Thereupon it shall designat…

§ 18. Jurisdiction of the supreme court. In the case of a corporation dissolving as provided in this chapter, the supreme court, upon the petition of the committee or a majority of them, or in a proper case, upon the petition of a creditor or member, or upon the petition of the …

§ 2. Declaration of policy. It is the declared policy of this state, as one means of improving the economic welfare of its people, particularly those who are producers, marketers or consumers of food products, to encourage their effective organization in cooperative associations…

§ 3. Definitions. (a) The term "agricultural product" means any product of cultivating land, and includes floricultural, horticultural, viticultural, forestry, nut, dairy, livestock, poultry, bee and any farm products or by-products thereof. (b) The terms "feed," "food," and "fo…

§ 4. Applicability. This chapter applies to (a) every corporation heretofore or hereafter formed under this chapter, or under any other general statute or special act of this state, which would, if it were to be formed currently under the laws of this state, be formed under this…

§ 40. Certificate of membership. Every corporation shall issue to each member, upon full payment therefor, a certificate of membership (whether evidenced by stock or otherwise) which shall not be transferable otherwise than as may be prescribed in this chapter, the certificate o…

§ 41. Representation of members. If a member be other than a natural person, such member may be represented by any individual duly authorized in writing filed with the corporation.

§ 42. Forfeiture of membership. In accordance with provisions therefor in the by-laws, any person shall forfeit his membership upon proof that he has ceased to be engaged in the occupation or occupations for the servicing of which the corporation was formed, or has ceased to hav…

§ 43. Resignation of members. Any member of a non-stock corporation may, subject to fulfilling the liability, contractural or otherwise, then incurred by him as a member of such corporation, resign and withdraw from such corporation, in accordance with provisions therefor in the…

§ 44. Voting by members. Except as otherwise provided in this chapter and section two hundred fifty-eight-l of the agriculture and markets law, each member shall be entitled to one vote only. Vote by proxy shall be permitted only to the extent provided by the by-laws which are c…

§ 45. Voting by delegates. A cooperative corporation 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 local associations, and for voting by such delegates. As provided in the by-laws, each delegat…

§ 46. Proportionate voting. A corporation incorporated under this chapter may provide in its certificate of incorporation for proportionate or unequal voting rights of all its members, based upon the patronage of said members, which shall be exercised when and as provided in the…

§ 47. Liability of members. 1. Members of a cooperative corporation shall not be personally liable for its debts, unless otherwise provided in its certificate of incorporation; provided, however, that each member and director shall jointly and severally be personally liable for …

§ 5. Applicability of business corporation law to cooperative corporations. 1. The business corporation law applies to every corporation heretofore or hereafter formed under this chapter, or under any other statute or special act of this state, or under laws other than the statu…

§ 60. Directors; terms; election; duties. Except as otherwise provided in this chapter, the board of directors shall be divided, as nearly equally as practicable, into three classes. At the first annual meeting, the members shall elect from among themselves a director or directo…

§ 61. Directors from districts. The by-laws may provide for the use of one or more of the following: (a) that the territory in which the corporation has members shall be divided into designated districts, and that directors shall be nominated or elected therefrom in a designated…

§ 62. Salaries. The corporation may provide a fair remuneration for its officers and directors and for members of its executive committee. No officer or director or member of the executive committee shall be a party to a contract for profit with the corporation which in substanc…

§ 63. Removal of directors. Any member may bring charges against a director by filing them in writing with the secretary, together with a petition signed by five per centum of the members, requesting removal. The corporation may thereupon remove the director by the affirmative v…

§ 64. Officers. The officers of every corporation shall include a president, one or more vice-presidents, secretary and treasurer who shall be elected annually by the board of directors. The president and a first vice-president shall be members of the corporation or of a member …

§ 65. Officers and employees to be bonded. Before handling funds or securities of the corporation, amounting to one thousand dollars or more in any one year, the officer or employee shall be covered by an adequate bond to be approved by the board of directors.

§ 70. Marketing contract. 1. The certificate of incorporation or the by-laws may obligate the members to sell all or any part of their specified commodities exclusively to or through the corporation or any facilities created by it, during any designated period of time, subject t…

§ 71. Purchasing business of other corporations or persons. Whenever a corporation shall purchase the business of another corporation or person, it may make payment wholly or partly by the issue of shares or other securities to an amount which at par value would equal the fair m…

§ 72. Reserves, net margins, net retained proceeds, distributions, and patronage refunds. The directors shall periodically set aside reasonable sums for reserves. The net margins or net retained proceeds may, in the discretion of the directors, be distributed at least once every…

§ 73. Misdemeanor to spread false reports about the finances or management thereof. Any person who maliciously and knowingly spreads false reports about the finances or management or activity of any cooperative corporation incorporated under or subject to this chapter or organiz…

§ 74. Liability for damages for encouraging or permitting delivery of products in violation of marketing agreements. Any person, firm or corporation who solicits or persuades or aids or abets any member of any cooperative corporation incorporated under or subject to this chapter…

§ 75. Audit and annual report. Immediately after the close of each fiscal year, every cooperative corporation shall cause an audit to be made of its operations for such fiscal year. A written report of the audit, including a statement of services rendered by the corporation, wit…

§ 76. Foreign corporations. Any cooperative corporation organized as such under the laws of another state, or any foreign corporation of any type or kind which has as its purpose or among its purposes the cooperative rendering of mutual help and services to its members and which…

§ 77. Annual license fee. 1. Each cooperative corporation organized, with or without capital stock, for the purpose of cooperative marketing of agricultural products or for the purpose of making loans to its members producing agricultural products or for the purpose of purchasin…

§ 80. Legislative findings. The legislature hereby finds and declares that it is the policy of this state to promote the creation of worker cooperatives. Worker cooperatives provide a means by which enterprises may be democratically controlled and operated by their own workers. …