Title 7, Title 7 Associations, and Partnerships

(a) Regular meetings of members shall be held at least once a year. Special meetings may be demanded by a written petition of at least one-tenth (1/10) of the membership, in which case it is the duty of the secretary to call the meeting to take place within thirty (30) days after…

Each member of an association shall have only one vote, except that where an association includes among its members any number of other associations or groups organized on a cooperative basis, the voting rights of the member associations or groups may be as prescribed in the arti…

(a) No member is permitted to vote by proxy, except that the articles of association or bylaws may provide for the casting of ballots by mail and may include in the provisions a provision allowing ballots to be sent to members absent from a meeting. However, the voting shall be o…

If an association has provided for voting by mail, or by delegates, any provision of this chapter referring to votes cast by members is construed to include votes cast by mail, or by delegates, but this does not permit delegates to vote by mail.

The bylaws may provide for a method of apportioning the number of directors among the units into which the association may be divided, and for the election of directors by the respective units to which they are apportioned.

The return upon capital shall not exceed six percent (6%) per year upon the paid up capital and is noncumulative.

No corporation or organization or group of any kind shall be eligible to membership in an association unless it is organized on a cooperative or nonprofit basis, and no person, association, or organization or group of any kind shall be deemed a member of an association until the …

(a) No certificate for share or membership capital shall be issued until its par value has been paid for in full. There shall be printed on each certificate issued by an association a full or condensed statement of the requirements of § 7-8-12, the first clause of the first sente…

(a) For the purposes of taxation, under chapters 11 and 12 [repealed] of title 44, of an association formed under this chapter without capital stock, the words “share” and “stock” and “capital stock” are construed to include within their meaning memberships in the association. (b…

As used in this chapter, unless the context otherwise requires: (1) “Association” means any corporation formed under this chapter. (2) “Capital”, in the case of an association formed without capital stock, means the aggregate amount of consideration for which the total number of …

If any holder of shares desires to dispose of any or all of his or her holdings in the association, he or she shall offer the holdings to the association, and the directors have the power to purchase, within ninety (90) days of the offer, the holdings by paying the member the par…

If the association fails, within ninety (90) days, to purchase all or any part of the holdings offered, their holder may dispose of the unpurchased interest elsewhere. No transferee of holdings in an association is entitled to the rights of membership until the transferee fulfill…

The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of tim…

No purchase or recall shall be made by the directors under § 7-8-20 or any other section if to do so would impair the solvency of the association.

The bylaws may make provision for the expulsion of members by a two-thirds (⅔) vote of the members present at a regular or special meeting. The bylaws shall provide for the giving to a member of written notice of the charges against him or her at least three (3) weeks in advance …

The holdings of any member of an association, to the extent of the minimum amount necessary for membership, but not to exceed fifty dollars ($50.00), is exempt from attachment, execution, or garnishment for the debts of the owner.

At least once a year, the members and/or directors, as provided in the articles of association or bylaws, shall apportion the net savings of the association, after payment of return on capital, and after deduction of sums retained for proper corporate purposes, which may include …

The annual report of an association shall include a statement of the receipts, expenditures, assets, and liabilities of the association, and shall, in the case of a nonshare association, include, in lieu of the statement concerning its authorized and issued capital stock required…

Upon dissolution of an association, its assets, if any, after payment of the expenses of dissolution and the debts of the association, shall be distributed as follows: (1) By returning to the members the par value of their shares or of their membership certificates, returning to …

Every individual acting as officer or employee of an association, and handling funds or securities amounting to one thousand dollars ($1,000) or more in any one year, shall be covered by an adequate bond as determined by the board of directors, and at the expense of the associati…

An association may be incorporated, with or without capital stock, under this chapter for the purpose of carrying on any lawful business permitted by § 7-1.2-301 for the mutual benefit of its patrons, or their patrons, or any patrons’ patrons, as ultimate consumers, or for the pu…

Every association shall have its books audited at the end of its fiscal year by an experienced bookkeeper or accountant, who shall not be an officer or director. Where the annual business amounts to less than ten thousand dollars ($10,000), the audit may be performed by a committ…

The provisions of chapter 11 of this title do not apply to shares of stock of, or memberships in, associations formed under this chapter, or associations formed under like laws of other states, territories, the District of Columbia, or the United States, or to persons selling sha…

Any corporation incorporated under another law of this state and operating on a cooperative basis may elect, by a vote of a majority of its members voting, to secure the benefits of and be bound by this chapter, and shall subsequently amend any of its articles of association and …

(a) Only associations organized under this chapter, corporations organized on a cooperative basis under any other law of this state, credit unions, unincorporated groups operating on a cooperative basis, and foreign corporations operating on a cooperative basis and authorized to …

No law in this state that is conflicting or inconsistent with any part of this chapter shall to the extent of the conflict or inconsistency, be construed as applicable to associations formed by authority of this chapter. Sections 7-1.2-613 and 7-1.2-708 do not apply to associatio…

If any provision of this chapter, or the application of it to any person or circumstance is held unconstitutional or otherwise invalid for any reason, the validity of the remainder of this chapter and the application of the provision to other persons or circumstances is not affec…

(a) The provisions of chapter 1.2 of this title apply to associations formed under this chapter, except insofar as they are inconsistent with this chapter. (b) Wherever, in chapter 1.2 the word “stockholder” or “stockholders” is used, the word shall be construed, where appropriat…

In addition to the powers granted to it by § 7-1.2-302, an association has power to: (1) Own and hold membership in other associations formed under any laws of this state, or of any other state, country, nation, or government, and while the holder thereof, to exercise all the rig…

The articles of association shall contain, in addition to the information required by §§ 7-1.2-202(a)(1), 7-1.2-202(a)(3) and 7-1.2-202(a)(4), the following: (1) A statement that the corporation is formed as a cooperative association under the provisions of this chapter; (2) A st…

The name of the association shall include the word “cooperative”.

In the case of an association formed without shares, by virtue of this chapter, the fees payable to the secretary of state for the incorporation is fifty dollars ($50.00).

(a) The articles of association may be amended, as provided in chapter 1.2 of this title, by an affirmative vote of two-thirds (⅔) of the members voting at a meeting duly called for the purpose. If the amendment is to alter the preferences of outstanding shares of any type, or to…

Any company incorporated and organized under the laws of any state of the United States, that has a paid up capital of at least two hundred fifty thousand dollars ($250,000), and that has charter authority to transact business as surety on obligations of persons or corporations, …

Any company authorized to do business in this state may make, sign, seal, execute, acknowledge, and deliver any bond, guaranty, undertaking, or any other obligation in this state, or may enter into any recognizance or other obligation of record in this state, by its attorney in f…

No additional surety is required upon any judicial or official bond or upon any recognizance or other obligation of record, by the judge, head of department, or other officer approving the bond or taking the recognizance, if he or she deems the surety sufficient, but additional s…

It is declared to be the true intent and meaning of §§ 7-9-1 — 7-9-7 to enable any company, incorporated and authorized to do business under the laws of this state, to the extent of its corporate powers, to become guarantor in this state, or to become surety upon any bond, undert…

Any court or officer whose duty it is to pass upon the account of any person or corporation required by law to give bond, may, whenever the person or corporation has given any company as surety upon the bond, allow in the settlement of the account a reasonable sum for the expense…

Whenever, by the laws of this state, any officer is required to give bond to the state, the bond shall be taken by the general treasurer, in the name of the state, from a company authorized to do business in the state, at the state’s expense; and the state controller shall draw h…

Any company that makes, signs, seals, executes, acknowledges, or delivers any bond, guaranty, undertaking, or other obligation of record in this state, or that enters into any recognizance or other obligation of record whatsoever in this state, under the provisions of §§ 7-9-1 — …

In this chapter: (1) “Broker-dealer” means a person engaged in the business of effecting transactions in securities for the account of others or for the person’s own account. “Broker-dealer” does not include: (i) A sales representative; (ii) An issuer, except when effecting trans…

(a) No person may transact business in this state as a broker-dealer or sales representative unless licensed or exempt from licensing under this chapter. (b) No broker-dealer licensed under this chapter and no issuer may employ a person as a sales representative in this state unl…

(a) The following broker-dealers are exempt from the licensing requirements of § 7-11-201: (1) A broker-dealer who either is registered or, except as provided in subsection (b) of this section, is not required to be registered under the Securities Exchange Act of 1934, 15 U.S.C. …

(a) No person may transact business in this state as an investment adviser or an investment adviser representative unless licensed or exempt from licensing under this chapter. (b) No investment adviser licensed under this chapter may employ a person as an investment adviser repre…

The following investment advisers and investment adviser representatives are exempt from the licensing requirements of § 7-11-203: (1) An investment adviser who is not required to be registered as an investment adviser under the Investment Advisers Act of 1940, 15 U.S.C. § 80b-1 …

(a) An applicant for licensing as a broker-dealer, sales representative, investment adviser, or investment adviser representative shall file with the director an application for licensing and a consent to service of process under § 7-11-708. The application for licensing must con…