Title 16, Title 16: Corporations

16-16-1005. Distributions. (1) Unless the organic rules otherwise provide and subject to Section, the board of directors may authorize, and the limited cooperative association may make, distributions to members. 16-16-1007 (2) Unless the organic rules otherwise provide, distribut…

16-16-1006. Redemption or repurchase. Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of dire…

16-16-1007. Limitations on distributions. (1) A limited cooperative association may not make a distribution if, after the distribution: the association would not be able to pay its debts as they become due in the ordinary course of the association's activities; or the association…

16-16-1008. Liability for improper distributions -- Limitation of action. (1) A director who consents to a distribution that violates Sectionis personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that could have bee…

16-16-1009. Alternative distribution of unclaimed property, distributions, redemptions, or payments. A limited cooperative association may distribute unclaimed property, distributions, redemptions, or payments by complying with Section.

16-16-101. Title. This chapter is known as the "Uniform Limited Cooperative Association Act."

16-16-102. Definitions. In this chapter: (1) "Articles of organization" means the articles of organization of a limited cooperative association required by Section. The term includes the articles as amended or restated. 16-16-302 (2) "Board of directors" means the board of direct…

16-16-103. Limited cooperative association subject to amendment or repeal of chapter. A limited cooperative association governed by this chapter is subject to any amendment or repeal of this chapter.

16-16-104. Nature of limited cooperative association. (1) A limited cooperative association organized under this chapter is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those …

16-16-105. Purpose and duration of limited cooperative association. (1) A limited cooperative association is an entity distinct from its members. (2) A limited cooperative association may be organized for any lawful purpose, whether or not for profit, except for the operation of …

16-16-106. Powers. A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An association may maintain an action against a member for harm caused to the association by the member's violation of a …

16-16-107. Governing law. The law of this state governs: (1) the internal affairs of a limited cooperative association; and (2) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.

16-16-108. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

16-16-109. Requirements of other laws. (1) This chapter does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a l…

16-16-110. Relation to restraint of trade and antitrust laws. To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provisi…

16-16-1101. Member's dissociation. (1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will. (2) Unless the organic rules otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if the d…

16-16-1101. Member's dissociation. (1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will. (2) Unless the organic rules otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if the d…

16-16-1102. Effect of dissociation as member. (1) Upon a member's dissociation: subject to Section, the person has no further rights as a member; and 16-16-1103 subject to Sectionand, any financial rights owned by the person in the person's capacity as a member immediately before…

16-16-1102. Effect of dissociation as member. (1) Upon a member's dissociation: subject to Section, the person has no further rights as a member; and 16-16-1103 subject to Sectionand Chapter 1a, Part 7, Merger, and Chapter 1a, Part 9, Conversion, any financial rights owned by the…

16-16-1103. Power of estate of member. Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies, or is expelled by reason of being adjudged incompetent, the member's personal representative or other legal representative may exercise t…

16-16-111. Name. (1) Use of the term "cooperative" or its abbreviation under this chapter is not a violation of the provisions restricting the use of the term under any other law of this state. (2) Notwithstanding Section, as appropriate pursuant to Section, the name of a limited…

16-16-112. Reservation of name. (1) A person may reserve the exclusive use of the name of a limited cooperative association, including a fictitious name for a foreign cooperative whose name is not available under Section, by delivering an application to the division for filing. T…

16-16-113. Effect of organic rules. (1) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the …

16-16-113. Effect of organic rules. (1) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the …

16-16-114. Required information. (1) Subject to Subsection, a limited cooperative association shall maintain in a record available at its principal office: (2) a list containing the name, last known street address and, if different, mailing address, and term of office of each dir…

16-16-115. Business transactions of member with limited cooperative association. Subject to Sectionsandand except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited coo…

16-16-116. Dual capacity. A person may have both a patron member's interest and an investor member's interest. When such person acts as a patron member, the person is subject to this chapter and the organic rules governing patron members. When such person acts as an investor memb…

16-16-117. Designated office and agent for service of process. (1) A limited cooperative association, or a foreign cooperative that has a certificate of authority under Section, shall designate and continuously maintain in this state: 16-16-1404 an office, as its designated offic…

16-16-118. Change of designated office or agent for service of process. (1) Except as otherwise provided in Section, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a limited coope…

16-16-118. Change of designated office or agent for service of process. (1) Except as otherwise provided in Subsection, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a limited co…

16-16-119. Resignation of agent for service of process. (1) To resign as an agent for service of process of a limited cooperative association or foreign cooperative, the agent shall deliver to the division for filing a statement of resignation containing the name of the agent and…

16-16-120. Service of process. (1) An agent for service of process appointed by a limited cooperative association or foreign cooperative is an agent of the association or foreign cooperative for service of process, notice, or a demand required or permitted by law to be served upo…

16-16-1201. Dissolution and winding up. A limited cooperative association is dissolved only as provided in this part and upon dissolution winds up in accordance with this part.

16-16-1202. Nonjudicial dissolution. Except as otherwise provided in Sectionsand, a limited cooperative association is dissolved and its activities shall be wound up: (1) upon the occurrence of an event or at a time specified in the articles of organization; (2) upon the action o…

16-16-1203. Judicial dissolution. (1) The attorney general may bring an action in a court with jurisdiction under, to dissolve a limited cooperative association if: Title 78A, Judiciary and Judicial Administration the association obtained the association's articles of organizatio…

16-16-1204. Voluntary dissolution before commencement of activity. A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.

16-16-1205. Voluntary dissolution by the board and members. (1) Except as otherwise provided in Section, for a limited cooperative association to voluntarily dissolve: 16-16-1204 a resolution to dissolve shall be approved by a majority vote of the board of directors unless a grea…

16-16-1206. Winding up. (1) A limited cooperative association continues after dissolution only for purposes of winding up the association's activities. (2) In winding up a limited cooperative association's activities, the board of directors shall cause the association to: dischar…

16-16-1207. Distribution of assets in winding up limited cooperative association. (1) In winding up a limited cooperative association's business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The associatio…

16-16-1208. Known claims against dissolved limited cooperative association. (1) Subject to Subsection, a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in Subsectionsand. (4) (2) (3) (2) A dissolved limited cooperat…

16-16-1209. Other claims against dissolved limited cooperative association. (1) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (2) A notice …

16-16-121. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-16-1210. Court proceeding. (1) Upon a petition by a dissolved limited cooperative association that has published a notice under Section, a court with jurisdiction under, may determine the amount and form of security to be provided for payment of claims against the association …

16-16-1211. Administrative dissolution. (1) The division may dissolve a limited cooperative association administratively if the association does not: pay, not later than 60 days after the due date, any fee, tax, or penalty due to the division under this chapter or other law; or d…

16-16-1212. Reinstatement following administrative dissolution. (1) A limited cooperative association that has been dissolved administratively may apply to the division for reinstatement under the limited cooperative association's same name at any time after the effective date of…

16-16-1213. Denial of reinstatement -- Appeal. (1) If the division denies a limited cooperative association's application for reinstatement following administrative dissolution, the division shall prepare and file a notice that explains the reason for denial and serve the associa…