Title CCO, Cooperative Corporations

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

§ 10. Classes of corporations. A cooperative corporation shall be\neither stock or non-stock. A stock cooperative shall issue to members\nshares of stock evidencing membership and may issue, to members or\nothers, shares of stock of a different class or classes not evidencing\nm…

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

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

§ 111. Definitions. For the purposes of this article: (a) the term\n"agricultural cooperative" means a cooperative, either stock or\nnon-stock, operated for the mutual benefit of the members in which (1)\nno member is allowed more than one vote because of the amount of stock\nor…

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

§ 113. Reserves. In addition to reserves for depreciation, depletion,\nobsolescence and bad debts, agricultural cooperatives shall create and\nmaintain minimum general purpose reserves. Such reserves shall be set\naside periodically until or unless they total an aggregate minimu…

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

§ 120. Organization. A cooperative corporation may be organized as an\nagency, subsidiary or holding corporation to assist, further and finance\nother cooperative corporations in their corporate purposes and\nactivities. A credit corporation may be organized solely for the purpo…

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

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

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

§ 13. Purposes for which general cooperative corporations may be\nformed. A cooperative corporation may be created under this chapter\nprimarily for mutual help, not conducted for profit, for the purposes of\nassisting its members, including other cooperatives with which it is\n…

§ 130. Constitutionality. If any portion of this chapter shall be\ndeclared unconstitutional for any reason, the remaining portions shall\nnot be affected thereby.\n

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

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

§ 133. Existing cooperative corporations or associations. A\ncooperative corporation or association heretofore formed under or\nsubject to a law repealed by this chapter or under article three of the\nbusiness corporations law heretofore repealed, shall continue under and\nbe su…

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

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

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

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

§ 17. Voluntary dissolution. A cooperative corporation may, at any\nmeeting and upon due and express notice previously given, by vote of\ntwo-thirds of all of the members or stockholders voting thereon,\ndiscontinue its operations and settle its affairs.\n Thereupon it shall des…

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

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

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

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

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

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

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

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

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

§ 45. Voting by delegates. A cooperative corporation may, by by-law,\nprovide for a method of voting for the election of a delegate or\ndelegates from each of its designated districts or local associations,\nand for voting by such delegates. As provided in the by-laws, each\ndel…

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

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

§ 5. Applicability of business corporation law to cooperative\ncorporations. 1. The business corporation law applies to every\ncorporation heretofore or hereafter formed under this chapter, or under\nany other statute or special act of this state, or under laws other than\nthe s…

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

§ 61. Directors from districts. The by-laws may provide for the use of\none or more of the following: (a) that the territory in which the\ncorporation has members shall be divided into designated districts, and\nthat directors shall be nominated or elected therefrom in a designa…

§ 62. Salaries. The corporation may provide a fair remuneration for\nits officers and directors and for members of its executive committee.\nNo officer or director or member of the executive committee shall be a\nparty to a contract for profit with the corporation which in subst…

§ 63. Removal of directors. Any member may bring charges against a\ndirector by filing them in writing with the secretary, together with a\npetition signed by five per centum of the members, requesting removal.\nThe corporation may thereupon remove the director by the affirmativ…

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

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

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

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

§ 72. Reserves, net margins, net retained proceeds, distributions, and\npatronage refunds. The directors shall periodically set aside reasonable\nsums for reserves. The net margins or net retained proceeds may, in the\ndiscretion of the directors, be distributed at least once ev…

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

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

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

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

§ 77. Annual license fee. 1. Each cooperative corporation organized,\nwith or without capital stock, for the purpose of cooperative marketing\nof agricultural products or for the purpose of making loans to its\nmembers producing agricultural products or for the purpose of purcha…

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