Title 43, Agriculture And Horticulture

(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under § 43-38-530 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) …

(a) If a cooperative does not allow a member who complies with § 43-38-530(a) to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the cooperative's principal executive office, or, if none in this state, its regis…

(a) All powers shall be exercised by or under the authority of, and the business and affairs of the cooperative shall be managed by or under the direction of the board of directors, subject to subsection (b) and any limitations set forth in the articles or bylaws agreement. A coo…

(a) Unless the articles provide otherwise, no member is an agent of the cooperative for the purpose of its business, other than a member designated by the board of directors, including the execution in the cooperative name of any instrument, for apparently carrying on in the usua…

A cooperative shall be governed by its board of directors, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members.

The articles of organization or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the cooperative, unless the articles of organization or bylaws so prescribe.

The board shall have not less than three (3) directors.

(a) Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws. A majority of the directors shall be members and at least one (1) director shall be elected exclusively by the members holding patron membership interests. The vot…

If a patron member director's position becomes vacant for a director who was elected by patron members, the board shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting; provided however, that if there i…

(a) A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation. (b) A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.

(a) The members electing a director may remove the director at a members' meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal. (b) If a director is elected exclusively by the members holding patron membership interests, o…

Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.

(a) A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles, except as provided in subsection (b). (b) The articles may not eliminate or limit the liability of a dir…

(a) Meetings of the board of directors may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board of directors may select or by any means described in subsection (b). If the board of directors fails to select a plac…

(a) Unless the articles or bylaws require a different number, a quorum of a board of directors consists of:(1) A majority of the fixed number of directors, if the cooperative has a fixed board size; or(2) A majority of the number of directors prescribed under the articles or byla…

(a) (1) Unless the articles or bylaws provide otherwise, an action required or permitted to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking the action without a meeting, the affirmative vote for the number of directors …

(a) Unless the articles or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors who exercise powers of the board of directors must be members of the b…

(a) A director shall discharge the duties of the position as a director, including duties as a member of a committee, in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinary prudent person in a like…

(a) A conflict of interest transaction is a transaction with the cooperative in which a director, officer or non-director member of a special litigation committee of the cooperative has a direct or indirect interest. A conflict of interest transaction is not voidable by the coope…

The cooperative shall have a president and a secretary who shall not be the same person, and such other officers as may be elected or appointed by the board of directors in accordance with § 43-38-619.

The board of directors shall elect or appoint, in a manner set forth in the articles or bylaws or in a resolution approved by the affirmative vote of a majority of the directors present, a president, secretary and any other officers or agents the board of directors considers nece…

Officers need not be residents of this state or members of the cooperative, unless the articles or bylaws so require. The articles or bylaws may prescribe other qualifications for officers.

(a) An officer with discretionary authority shall discharge all duties under that authority:(1) In good faith;(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) In a manner the officer reasonably believes to be in …

(a) An officer may resign at any time by delivering notice to the cooperative. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the cooperative accepts the future ef…

A member may not commence a proceeding in the name of a domestic cooperative, unless the member was a member of the cooperative when the transaction complained of occurred, or unless the member becomes a member through transfer by operation of law from one who was a member at tha…

A complaint in a proceeding brought in the name of a cooperative must allege with particularity the demand made, if any, to obtain action by the board of directors or officers, and either that the demand was refused or ignored, or why the member did not make a demand.

A proceeding commenced under this part may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the cooperative or a class of members and holders of financial ri…

(a) On termination of the proceeding the court may require the plaintiff to pay the defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding, if it finds that the proceeding was commenced without reasonable cause. (b) If a derivative action is…

If a cooperative or an officer or director of the cooperative violates a provision of this chapter, a court in this state may, in an action brought by a member of the cooperative, grant any equitable relief it considers just and reasonable in the circumstances and award expenses,…

(1) As used in this part, unless the context otherwise requires:(1) “Cooperative” means a cooperative whose members have obtained rights to dissent under § 43-38-802(a), and includes any successor by merger;(2) “Dissenter” means a member who is entitled to dissent from cooperativ…

(a) A member of a cooperative is entitled to dissent from and obtain payment of the fair value, as determined under § 43-38-807, of the member's membership interests in the event of any of the following cooperative actions:(1) Consummation of a plan or merger to which the coopera…

(a) If proposed cooperative action creating dissenter's rights under § 43-38-802 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenter's rights under this part and be accompanied by a copy of this part.…

(a) If proposed cooperative action creating dissenter's rights under § 43-38-802 is submitted to vote at a members' meeting, a member who wishes to assert dissenter's rights:(1) Must deliver to the cooperative, before the vote is taken, written notice of the member's intent to de…

(a) If proposed cooperative action creating dissenter's rights under § 43-38-802 is authorized at a members' meeting, the cooperative shall deliver a written dissenter's notice to all members who satisfied the requirements of § 43-38-804. (b) The dissenter's notice must be sent n…

(a) A member sent a dissenter's notice described in § 43-38-805 must demand payment and certify whether the member acquired the membership interest before the date required to be set forth in the dissenter's notice pursuant to § 43-38-805(b)(2). (b) The member who demands payment…

(a) Except as provided in § 43-38-809, as soon as the proposed cooperative action is effectuated, or upon receipt of a payment demand, whichever is later, the cooperative shall pay each dissenter who complied with § 43-38-806 the amount the cooperative estimates to be the fair va…

If the cooperative does not effectuate the proposed action that gave rise to the dissenter's rights within two (2) months after the date set for demanding payment, the cooperative must send a new dissenter's notice under § 43-38-804 and repeat the payment demand procedure if it e…

(a) A cooperative may elect to withhold payment required by § 43-38-807 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as of the date of the first announcement to news media or to members of the principal terms of the propos…

(a) A dissenter may notify the cooperative in writing of the dissenter's own estimate of the fair value of the dissenter's membership interest and amount of interest due, and demand payment of the dissenter's estimate, less any payment under § 43-38-807, or reject the cooperative…

(a) If a demand for payment under § 43-38-810 remains unsettled, the cooperative shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the coopera…

(a) The court in an appraisal proceeding commenced under § 43-38-811 shall determine all costs of the proceeding including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the cooperative, except that the cour…

(1) When an assignment of some or all of the financial rights of a membership is in effect and a copy delivered to the cooperative prior to the time described in § 43-38-807, then as to that membership interest §§ 43-38-801 — 43-38-812 must be followed, subject to the following:(…

(a) The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membershi…

(a) A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. (b) In addition to a capital reserve, the board may, for patron membership interests:(1) Set aside an am…

(a) No distribution may be made by a cooperative if, after giving effect to the distribution:(1) The cooperative would not be able to pay its debts as they became due in the normal course of business; or(2) The cooperative's total assets would be less than the sum of its total li…

(a) Unless the member or director complies with the applicable standards of conduct set forth in § 43-38-616, a member or director who votes for or assents to a distribution made in violation of § 43-38-903 or the articles or bylaws is personally liable to the cooperative for the…