Title 43, Agriculture And Horticulture

(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…

(a) A cooperative may group members and patron members into districts, units or another basis, if and as authorized in its articles and bylaws, which may include authorization for the board to determine the groupings. (b) The board may do things necessary to implement the use of …

(a) A member who knowingly, intentionally, or repeatedly violates a provision of the articles, bylaws, member control agreement or marketing contract with the cooperative, may be required by the board to surrender the financial rights of membership interest of any class owned by …

A member is not, merely on account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separatel…

(a) A member of the cooperative is entitled to inspect and copy, during regular business hours at the cooperative's principal executive office, any of the records of the cooperative described in § 43-38-118, if the member gives the cooperative written notice of the demand at leas…

(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…