Title AG, Agriculture Code

Sec. 52.005. ASSOCIATIONS NOT IN RESTRAINT OF TRADE. (a) A marketing association is not a combination in restraint of trade or an illegal monopoly. (b) Organizing under this chapter is not an attempt to lessen competition or to fix prices arbitrarily. (c) Marketing contracts or a…

Sec. 52.006. DURATION OF EXISTENCE. Each association incorporated and organized under this chapter after August 1, 1987, has perpetual existence unless a limited duration is provided for and stated in its charter or articles of incorporation or in an amendment to either of the do…

Sec. 52.011. PURPOSES. (a) A marketing association may be incorporated to engage in any activity connected with: (1) the production, cultivation, and care of citrus groves; (2) the harvesting, preserving, drying, processing, canning, storing, handling, shipping, marketing, sellin…

Sec. 52.012. RESTRICTIONS. (a) A marketing association shall be operated for the mutual benefit of its members, as producers, and shall conform to one or both of the following requirements: (1) a member of the association may not have more than one vote based on the member's owne…

Sec. 52.013. GENERAL POWERS. A marketing association may: (1) engage in any activity connected with: (A) the production, cultivation, and care of citrus groves; (B) the marketing, selling, harvesting, preserving, drying, processing, canning, packing, storing, handling, or use of …

Sec. 52.014. INTEREST IN OTHER CORPORATIONS. (a) A marketing association may organize, operate, own, control, have an interest in, own stock of, or be a member of any other corporation, organized with or without capital stock, that is engaged in preserving, drying, pressing, cann…

Sec. 52.015. CONTRACTS AND AGREEMENTS WITH OTHER ASSOCIATIONS. (a) A marketing association, by resolution of its board of directors, may make all necessary stipulations, agreements, contracts, and arrangements with any other cooperative corporation or association formed in this o…

Sec. 52.016. MARKETING CONTRACT. (a) A marketing association may execute a marketing contract with its members requiring the members to sell, for a period not exceeding 10 years, all or a specified part of their agricultural products or specified commodities exclusively to or thr…

Sec. 52.031. INCORPORATORS. Five or more persons who produce agricultural products or three or more marketing associations may form a marketing association under this chapter. Acts 1981, 67th Leg., p. 1106, ch. 388, Sec. 1, eff. Sept. 1, 1981.

Sec. 52.032. PRELIMINARY INVESTIGATION. (a) Every group of persons considering the organization of a marketing association is urged to communicate with the department. (b) On request, the department shall inform the group of: (1) the results of a survey of the marketing condition…

Sec. 52.033. EXECUTION OF ARTICLES OF INCORPORATION. (a) Each marketing association shall prepare and file articles of incorporation signed by each incorporator. (b) One of the incorporators shall acknowledge the articles before an officer authorized by the laws of the state to t…

Sec. 52.034. CONTENTS OF ARTICLES OF INCORPORATION. (a) The articles of incorporation must state: (1) the name of the association; (2) the term of existence, if it is limited; (3) the purpose for which the association is formed; (4) the location and street address of the associat…

Sec. 52.035. FILING OF ARTICLES OF INCORPORATION. (a) The incorporators shall file the articles of incorporation in accordance with the general corporation laws of the state. (b) Repealed by Acts 2009, 81st Leg., R.S., Ch. 506, Sec. 5.35(5), eff. September 1, 2009. (c) If the ass…

Sec. 52.036. EFFECT OF FILING ARTICLES OF INCORPORATION. When the articles of incorporation are filed with the secretary of state, all courts shall receive the articles or a certified copy of the articles as prima facie evidence of: (1) facts stated in the articles; and (2) compl…

Sec. 52.037. AMENDMENT OF ARTICLES OF INCORPORATION. (a) A marketing association may amend the articles of incorporation at any regular meeting of the association or at a special meeting for that purpose, at which at least 10 percent of the members are voting in person or by prox…

Sec. 52.038. EXISTING CORPORATIONS AND ASSOCIATIONS. Any corporation or association organized under prior law before March 1, 1921, may elect, by a majority vote of its members or stockholders, to adopt this chapter and become subject to it by: (1) adopting the restrictions provi…

Sec. 52.051. ADOPTION. (a) A marketing association shall adopt bylaws before the 31st day after the day on which the articles of incorporation are filed with the secretary of state. (b) The initial bylaws may be adopted by a two-thirds vote of the incorporating directors and then…

Sec. 52.052. CONTENTS. The bylaws may provide for one or more of the following: (1) the time, place, and manner of calling and conducting meetings of the association; (2) the number and qualifications of the members; (3) the number of members constituting a quorum; (4) the right …

Sec. 52.061. STOCK. A marketing association may be organized with or without capital stock. Acts 1981, 67th Leg., p. 1108, ch. 388, Sec. 1, eff. Sept. 1, 1981.

Sec. 52.062. ISSUANCE OF MEMBERSHIP CERTIFICATES. When a member of a marketing association organized without capital stock has paid the membership fee in full, the association shall issue to the member a certificate of membership. Acts 1981, 67th Leg., p. 1108, ch. 388, Sec. 1, e…

Sec. 52.063. ISSUANCE OF SHARES. (a) Subject to this section, a marketing association organized with capital stock may from time to time sell and issue shares of capital stock in the manner and under the terms prescribed by its bylaws. (b) A marketing association may issue common…

Sec. 52.064. COMMON STOCK. (a) If a marketing association consists of fewer than 20 stockholders, a stockholder may not own more than one share of the marketing association's issued common stock. If the marketing association consists of 20 or more stockholders, a stockholder may …

Sec. 52.065. PREFERRED STOCK. (a) A marketing association organized with capital stock may issue preferred stock with or without the right to vote. (b) The association may redeem preferred stock on conditions provided by the association's articles of incorporation and printed on …

Sec. 52.066. STOCK ISSUED ON PURCHASE OF PROPERTY. (a) If a marketing association organized with capital stock purchases stock, property, or an interest in property, it may discharge its obligations, in whole or part, by exchanging for its acquisition shares of preferred stock th…

Sec. 52.081. MEMBERSHIP. (a) Membership of a marketing association is limited to persons who produce agricultural products handled by or through the association, including the lessees and tenants of land used to produce those products and any lessors and landlords who receive as …

Sec. 52.082. NEW MEMBERS. (a) A marketing association organized without capital stock may admit new members. (b) If the property rights of the association's members are unequal, a new member is entitled to share the property of the association with the old members in accordance w…

Sec. 52.083. MEETINGS. (a) As prescribed by its bylaws, a marketing association annually shall hold one or more regular meetings of its members. (b) The board of directors may call a special meeting of the association at any time. (c) If, at any time, 10 percent or more of the me…

Sec. 52.084. NOTICE OF MEETINGS. Not later than the 10th day before the day of a meeting of a marketing association, the association shall: (1) mail to each member notice of the meeting and a statement of the purpose of the meeting; or (2) if the bylaws so provide, publish notice…

Sec. 52.085. VOTING. (a) Except as provided by Subsection (b) of this section, a member of a marketing association is entitled to one vote. (b) A marketing association may provide in its articles of incorporation or bylaws for a member association or group to have more than one v…

Sec. 52.086. TERMINATION OR SUSPENSION OF MEMBERSHIP. In accordance with its articles of incorporation or a bylaw adopted under Section 52.052 of this code, a marketing association may provide for the termination or suspension of membership in the association and for the purchase…

Sec. 52.087. LIABILITY OF MEMBERS. Except for debts contracted with the association, a member of a marketing association is not liable for the debts of the association in an amount that exceeds the amount that is unpaid on the member's membership fee or subscription to capital st…

Sec. 52.101. BOARD OF DIRECTORS. (a) A board of directors shall manage a marketing association. (b) The board shall be composed of five or more directors who are elected by the members of the association. (c) Except as provided by Subsection (d) of this section, a person must be …

Sec. 52.102. OFFICERS. (a) The directors shall elect: (1) a president or chairman; (2) one or more vice-presidents or vice-chairmen; (3) a secretary; and (4) a treasurer. (b) To be eligible to serve as president, chairman, vice-president, or vice-chairman, a person must be a dire…

Sec. 52.103. REMOVAL OF OFFICER OR DIRECTOR. (a) Except as provided by Subsection (f) of this section, a member of a marketing association may initiate removal of an officer or director by filing in writing with the association's secretary: (1) the charges; and (2) a petition tha…

Sec. 52.104. BOND. (a) Each officer, employee, or agent who handles money or property of a marketing association or any money or property that is under the control or in possession of a marketing association shall execute and deliver to the association an indemnity bond that inde…

Sec. 52.105. REFERENDUM. (a) On demand of one-third of the board of directors, the board shall refer to the entire membership of a marketing association for decision at the next special or regular meeting any matter that has been approved or passed by the board. (b) The associati…

Sec. 52.121. FOREIGN COOPERATIVE CONSIDERED MARKETING ASSOCIATION. For the purposes of this chapter, a corporation or association organized, with or without capital stock, under a cooperative marketing act of another state or of the United States is considered to be a marketing a…

Sec. 52.122. PERMITS TO DO BUSINESS. (a) Any cooperative marketing association incorporated under the laws of another state may apply for and be granted a permit to do business in this state. The association shall pay as filing fee the amount required of domestic corporations org…

Sec. 52.131. BREACH OR THREATENED BREACH OF MARKETING CONTRACT. (a) If a member breaches or threatens to breach a marketing contract, the marketing association may sue and, if successful, is entitled to: (1) an injunction to prevent further breach of the contract; and (2) a decre…

Sec. 52.132. INDUCED BREACH OF MARKETING CONTRACT; FALSE REPORTS. In a civil suit for damages, a person is liable to a marketing association for an amount equal to three times the amount of actual damages proven for each offense if the person, or where the person is a corporation…

Sec. 52.151. TAX EXEMPTIONS. A marketing association is exempt from all franchise or license taxes, except that a marketing association is exempt from the franchise tax imposed by Chapter 171, Tax Code, only if exempted by that chapter. Acts 1981, 67th Leg., p. 1113, ch. 388, Sec…