Title 43, Agriculture And Horticulture

(a) A cooperative shall prepare financial statements at least annually, which may be consolidated or combined statements of the cooperative and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income st…

(a) Each domestic cooperative shall deliver to the secretary of state for filing an annual report that sets forth:(1) The name of the cooperative and the jurisdiction under whose law it is incorporated;(2) The street address and zip code of its registered office and the name of i…

Subject to such standards and restrictions, if any, as are set forth in its articles or bylaws, a cooperative may, and shall have the power to, indemnify and hold harmless any member or officer or other person from and against any and all claims and demands whatsoever.

(a) Unless otherwise prohibited, cooperatives organized under the laws of this state may merge or consolidate with each other or other business entities organized under the laws of this state or another state by complying with this section or the law of the state where the surviv…

(a) A cooperative may, by affirmative vote of a majority of the board present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board of directors considers expedi…

The secretary of state has the authority and is empowered to perform the duties required of the secretary of state by this chapter including, without limitation, the authority to promulgate necessary and appropriate rules and regulations pursuant to the Uniform Administrative Pro…

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under this chapter is the equivalent of the act of the secretary of state; provided, however, that the deputy signs the name of the secretary of state by the deputy as deputy.

A cooperative may be formed and organized on a cooperative plan as provided under this title, to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products an…

(a) A cooperative may be organized by one (1) or more individuals who are adult natural persons, who may act for themselves as individuals or as the agents of other entities, by filing with the secretary of state articles for the cooperative that contain the information required …

(a) The organizers shall prepare the articles, which shall include:(1) The name of the cooperative that satisfies the requirements of § 43-38-105;(2) The purpose of the cooperative;(3) The name and address of each organizer;(4) The street address and zip code of the principal pla…

(a) The existence of a cooperative shall begin when the articles are filed with the secretary of state. (b) A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles of organization.

(a) A cooperative shall have bylaws in writing governing the cooperative's business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations and distributions of membership interests. (b) The bylaws of a coope…

(a) Except as otherwise provided in the articles, the bylaws must initially be agreed to by all members or the organizer or organizers. Any person becoming a member after the bylaws have been adopted by the organizers or the members will be deemed to have agreed to the bylaws. (b…

(a) Unless the article provides otherwise, the board of directors or the organizers of a cooperative may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managin…

(a) A cooperative may amend its articles at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective da…

(a) The articles of a cooperative shall be amended as follows:(1) The board by majority vote shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the reso…

(1) A cooperative amending its articles of organization shall deliver to the secretary of state for filing articles of amendment setting forth:(1) The name of the cooperative;(2) The text of each amendment adopted;(3) The date of each amendment's adoption;(4) If an amendment was …

(a) A cooperative's board of directors may restate its articles at any time with or without member action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring member approval, it shall be adopted as provid…

(a) A cooperative's articles may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or…

An amendment to the articles does not affect a cause of action existing against or in favor of the cooperative, a proceeding to which the cooperative is a party or the existing rights of persons other than members of the cooperative. An amendment changing a cooperative's name doe…

(a) The authorized amount and divisions of patron membership interests and nonpatron membership interests may be increased or decreased or established or altered, in accordance with the restrictions in this chapter by amending the articles at a regular members' meeting or at a sp…

(a) A member always has the power to terminate membership by withdrawing at any time. Unless otherwise provided in this chapter, the articles or the bylaws, any other withdrawal or termination shall be deemed wrongful. (b) Unless otherwise provided in the articles, a member may n…

(a) Except as provided in subsection (c), a member's financial rights are transferable in whole or in part. (b) An assignment of a member's financial rights entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to whi…

(a) A member may assign the member's full membership interest only by assigning all of the member's governance rights coupled with an assignment to the same assignee of all the member's financial rights. A member's governance rights are assignable only as provided in this section…

In addition to restrictions set forth in this chapter, restrictions on the assignment of governance rights may be imposed in accordance with the procedures and under the same conditions as stated in § 43-38-503(c) for restricting the assignment of financial rights.

Any permissible assignment of financial rights under § 43-38-503 and of governance rights under § 43-38-504 will be effective as to and binding upon the cooperative only when the assignee's name, address, social security or taxpayer identification number and the nature and extent…

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights o…

(a) If a member who is an individual dies, a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or the court places the individual in bankruptcy, the member's executor, administrator, guardian, conservator, trustee, or…

(a) Unless otherwise specifically provided in the articles or bylaws, members or parties, other than the cooperative, to a contribution agreement or a contribution allowance agreement shall not have preemptive rights. If the articles or bylaws provide for the possibility of preem…

(a) Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. (b) The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as de…

(a) Special members' meetings of the members may be called by:(1) A majority vote of the board; or(2) The written petition of at least twenty percent (20%) of the patron members, twenty percent (20%) of the nonpatron members or twenty percent (20%) of all members collectively, su…

(a) (1) Except as otherwise provided in this chapter or in the articles, written notice to all meetings of members must be given to every member entitled to vote on the matters to be considered, unless:(A) The meeting is an adjourned meeting and the date, time, and place of the m…

(a) After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members' meeting notices were mailed…

Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting.

(a) A member may waive any notice required by this section. Except as otherwise provided in this section, a waiver of notice by a member entitled to notice is effective, whether given before or after the meeting or other balloting, if notice is given in writing, signed by the mem…

(a) Unless the articles provide otherwise, any action required or permitted to be taken at a meeting of the members may be taken without a meeting by action on written consent as provided in § 43-38-517 or on recommendation of the board of directors as provided in § 43-38-518. An…

(a) To take action on written consent:(1) A written waiver of acting at a meeting must be signed by all members, or a smaller number or percentage interest as provided for in the articles or bylaws, but not less than a majority in voting power; and(2) A written consent must be si…

(a) Except with respect to dissolution, liquidation or merger, the board of directors may, acting on the board's initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of the proposal. The notice …

(a) The quorum for a members' meeting to transact business shall be:(1) Ten percent (10%) of the total number of members for a cooperative with five hundred (500) or fewer members; or(2) Fifty (50) members for cooperatives with more than five hundred (500) members. (1) Ten percen…

(a) The members shall take action by the affirmative vote of the owners of the greater of:(1) A majority of the voting power of the membership interests present and entitled to vote on that item of business in a meeting in which a quorum is present; or(2) A majority of the voting…

Voting shall not be by proxy, except as provided in § 43-38-522(d).

(a) A patron member of a cooperative is only entitled to one (1) vote on an issue to be voted upon by members holding patron membership interests, except that a patron member of a cooperative described in § 43-38-523 may be entitled to more than one (1) vote as provided in that s…

(a) A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative patron members to have an additional vote for:(1) A stipulated amount of business transacted between the patron…

(a) A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or t…

A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may …

(a) The articles or bylaws may fix a “record date” for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are…