Title 11, Title 11: Corporations, Partnerships and Associations

§ 1004. Notice of meetings Notice of each meeting, together with a statement of the purposes thereof, shall be mailed or telegraphed to each member at least ten days prior to the meeting.

§ 1005. Place of meetings Meetings of the members or stockholders of the association, regular or special, shall be held at such place within or outside this State as may be determined from time to time by the board of directors. (Added 1971, No. 87, § 2, eff. April 16, 1971.)

§ 1006. Directors The business of the association shall be managed by a board of not less than five directors, elected by the members or stockholders from their own number.

§ 1007. Classification of directors The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts by the members in that district. In such case, the bylaws shall s…

§ 1008. Primary elections for directors The bylaws may provide that primary elections shall be held in each district, to elect the directors apportioned to such districts, and that the result of all such primary elections may be ratified by the next regular meeting of the associa…

§ 1009. Appointment of directors by public officials The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest…

§ 1010. Vacancies on board of directors When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board shall fill the vacancy by a majority vote, unless the bylaws provide for an election of directors by districts. In such a c…

§ 1011. Contracts with directors During the term of his or her office, a director shall not be a party to a contract for profit with the association differing in any way from the business relations accorded each member or holder of common stock of the association or others, or up…

§ 1012. Executive committee The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of that board.

§ 1013. Officers The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary, who shall be the clerk of the association, and a treasurer, who need not be directors or members of the association. The directors may comb…

§ 1014. Salaries An association may provide a fair compensation for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee. The bylaws may provide that a director or officer shall not occupy any position …

§ 1015. Issue of stock An association shall not issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the not…

§ 1016. Liability of members for debts A member shall not be liable for the debts of the association.

§ 1017. Preferred stock An association organized with stock may issue preferred stock but such stock shall have no voting privileges. Such stock may be issued on such terms and with such preferences as the board of directors may determine and may be sold to any person, member or …

§ 1018. Marketing contracts—Terms An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, all or any specified part of their agricultural products or specified commodities exclusively to or through the associ…

§ 1019. Damages The bylaws or the marketing contract may fix, as liquidated damages, a specific sum to be paid by a member or stockholder to the association upon the breach by him or her of any provision of the marketing contract regarding the sale or delivery or withholding of p…

§ 1020. Enjoining breach In case of any such breach or threatened breach of such marketing contract by a member, a Superior Court may restrain by injunction further breach of the contract and may decree specific performance thereof. Pending the termination of such an action and u…

§ 1021. Liability of landowner, landlord or lessor In any action upon such marketing agreement, it shall be conclusively presumed that a landowner, landlord, or lessor is able to control the delivery of products produced on his or her land by tenants or others, whose tenancy, pos…

§ 1022. Payment in stock When an association with preferred capital stock shall purchase the stock or any property or interest, it may discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amou…

§ 1023. Ownership or control of other business organizations An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of, any other business organization engaged in preserving, drying, processing, canning, packing, storing, handl…

§ 1024. Warehouse receipts An association engaged in warehousing may issue negotiable or nonnegotiable warehouse receipts of the association against the commodities delivered, and such warehouse receipts shall be considered as adequate collateral to the extent of the usual and cu…

§ 1025. Joint agreements Upon resolution adopted by its board of directors, an association may enter into all necessary and proper contracts or arrangements with any other cooperative corporation, association, or associations, formed in this or in any other state, for the coopera…

§ 1026. Annual report An association formed under this subchapter shall prepare and submit at its annual meeting an annual report containing the name of the association, its principal place of business, a general statement of its business operations during the fiscal year, showin…

§ 1027. Foreign corporations A corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations, and functions in this State upon compliance with the general regulations applicable to foreign corpora…

§ 1028. Application to existing corporations By a majority vote of its directors, and the vote in meeting assembled of the holders of two-thirds of the outstanding stock, or, if the stock is divided into classes, by the vote of the holders of two-thirds of each class of outstandi…

§ 1029. Soliciting breach of contract A person or corporation whose officers or employees knowingly induce or attempt to induce a member or stockholder of an association organized hereunder, or organized under similar statutes of other states, with similar restrictions and rights…

§ 1030. Conspiracies or combinations in restraint of trade An association organized under this subchapter and complying with the terms hereof shall not be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition, …

§ 1031. Penalties An officer or director who shall subscribe or make oath to any certificate provided for in sections 995 and 996 of this title, which shall contain a false statement, known by such person to be false or who shall do any act relative to the issue of capital stock …

§ 1061. Procedure Two or more cooperative associations organized under, or which have adopted the provisions of subchapter 2 of this chapter, or similar laws of other states, whether having or not having capital stock, may merge or consolidate into one cooperative association whi…

§ 1062. Filing of articles The articles of merger or consolidation, or a duplicate original thereof, or a copy duly certified by the clerk or secretary of the consolidating cooperative or the new cooperative, shall be filed in the Office of the Secretary of State of this State an…

§ 1063. Fee For filing articles of merger or consolidation the new cooperative shall pay $20.00 to the Secretary of State; and for filing an amendment thereof $10.00. (Amended 1963, No. 37, § 5; 1967, No. 278 (Adj. Sess.), § 8.)

§ 1064. Powers The new cooperative, in addition to the general powers of cooperative associations granted by subchapter 1 of this chapter, shall possess and enjoy all the rights, privileges, powers, franchises, immunities, exemptions, and benefits of each of the consolidating coo…

§ 1065. Preservation of rights and liabilities All rights of creditors and liens upon the property of the consolidating cooperatives shall be preserved unimpaired; and all debts, liabilities, and duties of each consolidating cooperative shall thenceforth become the obligation of …

§ 981. General cooperative corporation; use of “cooperative.” A corporation formed under Title 11A shall not have the word “cooperative” or any abbreviation thereof as part of its name, unless the corporation is a worker cooperative corporation organized under chapter 8 of this t…

§ 991. Definitions As used in this subchapter, unless the context or subject matter otherwise requires: (1) “Agricultural products” includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products. (2) “Association” means any nonprofit coopera…

§ 992. Use of “cooperative” The use of the word “cooperative” as a part of the name of any person is hereby limited to such persons as are legally organized and chartered under the provisions of this chapter or chapter 8 or 14 of this title. (Amended 1985, No. 46, § 4; 1987, No. …

§ 993. Subscribers Five or more persons, a majority of whom are residents of this State, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this subchapter.

§ 994. Powers Each association incorporated under this subchapter shall have the following powers: (1) In the case of a marketing cooperative, the power to engage in any activity in connection with the purchasing, marketing, selling, preserving, harvesting, drying, processing, ma…

§ 995. Articles Each association formed under this subchapter shall prepare and file articles of incorporation setting forth: (1) The name of the association. (2) The purpose for which it is formed. (3) The address of its principal office in this State, and the name, email, and a…

§ 996. Amendment of articles; statement of change (a) The articles of incorporation may be altered or amended except as otherwise provided in this subchapter at any regular meeting or any special meeting called for that purpose. An amendment must first be approved by two-thirds o…

§ 997. Fee For filing articles of incorporation, an association shall pay $20.00 to the Secretary of State, and for filing an amendment thereto, $10.00. (Amended 1963, No. 37, § 4; 1967, No. 278 (Adj. Sess.), § 7; 2025, No. 10, § 3, eff. July 1, 2025.)

§ 998. Members Under the terms and conditions prescribed in its bylaws, a marketing cooperative may admit as members, or issue common stock to, only cooperative marketing associations legally formed under the laws of this State, or persons engaged in the production of the agricul…

§ 999. Proxies If a member of a nonstock association be other than a natural person, such member may be represented by any individual, associate, officers, manager, or member thereof duly authorized in writing.