Title 3, Title 3: Uniform Agricultural Cooperative Association Act

3-1-1. Declaration of policy. It is the declared policy of this state, as one means of improving the economic position of agriculture, to encourage the organization of producers of agricultural products into effective associations under the control of such producers, and to that …

3-1-1.1. General corporation laws do not apply. , does not apply to domestic or foreign corporations governed by this chapter, except as specifically provided in Sections,, and.

3-1-10. Members -- Qualifications and liabilities -- Voting rights. (1) As used in this section, "patronage" means business or services transacted or performed by a member or shareholder with an association. (2) An association may only have as members or issue common stock to: cu…

3-1-11. Certificates of and termination of membership -- Dividends and distribution of reserves -- Preferred stock -- Certificates of interest -- Unclaimed credits. (1) No certificate for membership or stock shall be issued until fully paid for, but bylaws may provide that a memb…

3-1-12. Meetings. Within 90 days after the incorporation of an association the members thereof shall hold an organization meeting at a time and place fixed by the temporary board of directors. Not less than 10 days' written notice thereof shall be given to each member. An associa…

3-1-12.1. Quorum -- Voting. (1) The bylaws of the association shall prescribe the number of members or shareholders which constitutes a quorum. (2) Where a quorum was initially present at a meeting, a majority vote of the votes entitled to be cast shall be necessary for the adopt…

3-1-12.2. Waiver of notice. (1) A written waiver of notice signed at any time by the member waives the notice requirement under this chapter, the articles of incorporation, or the bylaws. (2) A member's attendance at a meeting waives an objection to lack of notice unless the memb…

3-1-13. Directors. (1) Except as provided in Subsection, the business of the association shall be managed by a board of not less than three directors. (1)(c) At least two-thirds of the directors shall be members of the association, or officers, directors, or members of a member a…

3-1-13.1. Limitation of personal liability of officers and directors. (1) The articles of incorporation may include a provision eliminating or limiting the personal liability of a director or an officer to the association or its members for monetary damages for breach of fiduciar…

3-1-13.2. Place and notice of directors' meetings -- Action without meeting -- Meetings by telephone conference calls. (1) Regular or special meetings of the board of directors may be held either within or without this state. (2) Regular meetings of the board of directors may be …

3-1-13.3. General standards of conduct for directors and officers. (1) A director shall perform his duties as a director, and as a member of a committee, and each officer with discretionary authority shall perform his duties under that authority: in good faith; with the care an o…

3-1-13.4. Indemnification of officers, directors, employees, fiduciaries, and agents. (1) The association shall have the same powers, rights, and obligations and shall be subject to the same liabilities as apply to corporations for profit as set forth in Sectionsthrough. 16-10a-9…

3-1-13.5. Conflicts of interest. (1) A director does not have a conflict of interest and is entitled to vote on any matter for which the action to be taken or decision to be made by the board relates to matters which have application to other members which are similarly situated …

3-1-13.6. Quorum and voting. (1) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of: a majority of the fixed number of directors if the association has a fixed board size; or a majority of the number of directors …

3-1-13.7. Resignation of directors. (1) A director may resign by giving written notice to the association. (2) A resignation of a director is effective when the notice is received by the association, unless the notice specifies a future effective date.

3-1-13.8. Director committees. (1) Unless otherwise provided by the articles of incorporation or bylaws, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members who serve …

3-1-14. Removal of director. Any member may ask for the removal of a director by filing charges with the secretary or president of the association, together with a petition signed by 10 per centum of the members requesting the removal of the director in question. The removal shal…

3-1-15. Officers. The board shall elect a president, a secretary and a treasurer, and may elect one or more vice-presidents, and such other officers as may be authorized in the bylaws. Unless the articles otherwise specifically provide, the president and at least one of the vice-…

3-1-15.1. Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws, or, to the extent consistent with the bylaws, the duties prescribed by the directors or by the officer authorized by the board of directors to prescribe the duties o…

3-1-16. Removal of officer. Any member may bring charges of misconduct or incompetency against an officer by filing them with the secretary or president of the association, together with a petition signed by 10% of the members requesting the removal of the officer in question. Th…

3-1-16.1. Resignation of officers. (1) An officer may resign by giving written notice of the resignation to the association. (2) A resignation of an officer is effective when the notice is received by the association, unless the notice specifies a future effective date. (3) If a …

3-1-17. Contracts with association. (1) The bylaws may require members to execute contracts with the association in which the members agree to patronize the facilities created by the association, and to sell all or a specified part of their products to or through it, or to buy al…

3-1-18. Inducing breach of contract -- False reports -- Penalty. A person or corporation whose officers or employees knowingly induce or attempt to induce a member or stockholder of an association to violate his marketing contract with the association, or who intentionally spread…

3-1-19. Association not in restraint of trade -- Right to disseminate information. (1) No association complying with the terms hereof shall be deemed to be a conspiracy, or a combination in restraint of trade, or an illegal monopoly; or be deemed to have been formed for the purpo…

3-1-2. Definitions. As used in this act, unless the context or subject matter requires otherwise: (1) "Agricultural products" includes floricultural, horticultural, viticultural, forestry, nut, seed, ground stock, dairy, livestock, poultry, bee and any and all farm products. (2) …

3-1-20. Voluntary dissolution -- Distribution of assets -- Proceedings. (1) An association may be dissolved: at a regular meeting, or a special meeting called for that purpose; after 30 days advance notice of the time, place, and object of the meeting is served on the members of …

3-1-20.1. Grounds and procedure for judicial dissolution. (1) The attorney general may bring an action in a court with jurisdiction under, to dissolve an association if it is established that the association: Title 78A, Judiciary and Judicial Administration obtained its articles …

3-1-20.3. Receivership or custodianship. (1) A court, in a judicial proceeding to dissolve an association, may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the association. The court shall hold a hearing,…

3-1-20.4. Decree of dissolution. (1) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in Sectionexist, it may enter a decree dissolving the association and specifying the effective date of the dissolution. 3-1-20.1 The clerk of…

3-1-21. Existing associations continued under chapter. (1) This act shall be applicable to any existing association formed under any law of this state providing for the incorporation of agricultural cooperative associations, for a purpose for which an association may be formed un…

3-1-22. Accrued rights not affected by chapter. This act does not impair nor affect any act, offense committed, or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to the time this act takes effect, but the same may be enjoyed, a…

3-1-23. Use of term "cooperative" limited. No person, firm, corporation, or association, domestic or foreign, hereafter commencing business in this state shall use the word "cooperative" as a part of its corporate or business name unless it has complied with the provisions of thi…

3-1-24. Eligible foreign corporations may operate under chapter. A foreign corporation that can qualify as an association, as defined in Section, may be authorized to do business in this state under the provisions of this act by complying with the laws relating to foreign corpora…

3-1-25. Filing of annual reports. Domestic associations and foreign associations admitted to do business in this state shall file an annual report in accordance with Section.

3-1-25. Filing of annual reports. Domestic associations and foreign associations admitted to do business in this state shall file an annual report in accordance with Section.

3-1-26. Severability clause. If any provision of this act or the application thereof to any person or circumstances is held invalid, such invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application,…

3-1-27. Construction of chapter. This act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.

3-1-28. Short title. This act may be cited as the Uniform Agricultural Cooperative Association Act.

3-1-29. Inconsistent acts repealed -- Existing associations continued. All acts and parts of acts which are inconsistent with the provisions of this act are repealed. It is intended by the enactment of this measure to continue in good standing all existing associations organized …

3-1-3. Qualifications of incorporators. (1) Five or more individuals may form an association if they are: at least 18 years of age; and engaged in agriculture. (2) One or more associations of individuals engaged in agriculture referred to in Subsectionmay form an association. (1)…

3-1-30. Authorization for merger or consolidation with other associations or corporations -- Laws governing surviving or new corporation. (1) Pursuant to a plan approved under this chapter, an agricultural cooperative association may merge or consolidate with: one or more agricul…

3-1-31. Contents and approval of plan of merger or consolidation. (1) The board of directors, board of trustees, or other governing board of each party to the merger or consolidation shall, by resolution adopted by each board, approve a plan of merger or consolidation. (2) The pl…

3-1-32. Notice to members and shareholders of meeting to vote on plan of merger or consolidation. (1) After approval of the plan under Section, the members or shareholders shall vote on the plan at an annual or special meeting. 3-1-31 (2) The members shall be given written notice…

3-1-33. Determination of members and shareholders entitled to notice of or to vote on plan of merger or consolidation. (1) Only current members of associations and shareholders of noncooperative corporations may vote on plans of merger or consolidation. (2) To determine members a…

3-1-34. Quorum at meeting to vote on plan of merger or consolidation. The current members present or voting by signed ballot, if voting by ballot is allowed by the association's bylaws, of each cooperative association which is a party to the merger or consolidation and the shareh…

3-1-35. Procedure at meeting to vote on plan of merger or consolidation -- Abandonment of merger or consolidation prior to filing articles. (1) At each meeting, a vote of the current members of each cooperative party to the merger or consolidation having members and a vote of the…

3-1-36. Articles of merger or consolidation -- Execution, contents, and filing of articles -- Issuance of certificate of merger or consolidation -- Fees. (1) Upon approval, articles of merger or consolidation shall be signed in duplicate by each party to the merger or consolidati…

3-1-37. Effect of merger or consolidation. (1) After the certificate of merger or consolidation is issued by the Division of Corporations and Commercial Code, the merger or consolidation shall be effected. (2) When the merger or consolidation has been effected: The associations o…

3-1-38. Procedure for and effect of merger or consolidation of foreign and domestic corporations or associations. (1) Foreign and domestic corporations or associations may be merged or consolidated if: the merger or consolidation is permitted by the laws of the state under which …

3-1-4. Purposes. Such association may be organized for the purpose of engaging in any cooperative activity for producers of agricultural products in connection with: (1) producing, assembling, marketing, buying or selling agricultural products, or harvesting, preserving, drying, …