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in such county or city and county, then in a newspaper of general circulation published in an adjoining county; provided, however, that in the event the by-laws of any such unincorporated society, organization, or association specify a particular method or manner of giving notice of a meeting, such provision shall be followed, in addition to the method hereinabove provided, in a notice of any meeting given by said twelve members. 1915—857.

653i. Two or more associations formed and existing under this title, or under any pre-existing law authorizing their formation for the same purposes, may be consolidated, upon such terms, and for such purposes, and by such name, as may be agreed upon, in writing, signed by two-thirds of the members S of each such as tion. Such agreement must also state all the matters necessary to articles of association, and must be acknowledged by the signers before an officer competent to take an acknowledgement of deeds in this state, and be filed in all respects in accordance with the provisions of section two hundred ninety-six of this code; and from and after the filing of such certified copy the former associations comprising the component parts cease to exist, and the consolidated association succeeds to all the rights, duties and powers of the component associations, and is possessed of all the rights, duties, and powers prescribed in the agreement of consolidated association not inconsistent with this title, and is subject to all the liabilities and obligations of the former component associations, and succeeds to all the property and interests thereof, and may make by-laws and do all things permitted by this title. 1921–177.

653j. Any association formed or consolidated under this title may be dissolved and its affairs wound up voluntarily by the written request of two thirds of the members. Such request must be addressed to the directors, and must specify reasons why the winding up of the affairs of the association is deemed advisable, and must name three persons who are members to act in liquidation and in winding up the affairs of the association, a majority of whom must thereupon have full power to do all things necessary to liquidation; and upon the filing of such request with the directors, and a copy thereof in the office of the county clerk of the county where the principal business is transacted, all power of the directors ceases and the persons appointed must proceed to wind up the association, and realize upon its assets, and pay its debts, and divide the residue of its money among the members, share and share alike, within a time to be named in said written request, or such further time as may be granted them by two thirds of the members, in writing, filed in the office of said county clerk; and upon the completion of such liquidation the said association must be deemed dissolved. No receiver of any such association, or of any property thereof, or of any right therein, can be appointed by any court, upon the application of any member, save after judgment of dissolution for usurping franchises at the suit of the state of California by its attorney-general. 1905--598.

653k. The right of any association claiming to be organized under this title to do business may be inquired into by quo warranto, at the suit of the attorney-general of this state, but not otherwise. 1905 --599.

6531. This title is not applicable to railroads, telegraph, telephone, banking, insurance, building and loan, or any other corporation, unless the special provisions of this code, applicable thereto, are complied with. 1905-599.

TITLE XXI.

Non-Profit Co-operative Agricultural, Viticultural and Horticultural

Associations. Section

Section 653m. Purpose and formation. 653r. Amendment articles. 653n. Membership.

653s. Quo warranto. 6530. Articles incorporation. 653sa. Voting power, unequal. 653p. By-laws.

653sb. Powers, funds. 653q. Powers.

653sc. Security sales.

653m. Three or more persons engaged in the production, preserving, drying, packing, shipping, manufacturing, preparing for market, or marketing of agricultural, viticultural, or horticultural products, or all of them, may form a non-profit cooperative association under the provisions of this title, to carry on said business, and such association shall have, and may exercise, the powers authorized by this title, and the powers necessarily incidental thereto and all other powers granted to private corporations by the laws of this state., except such powers as are inconsistent with those granted by this title. 1921–461.

653n. Such association shall not issue capital stock, but shall issue membership certificates to each member. Its business shall not be carried on for profit. Any person or any number of persons, in addition to the original incorporators, may become members of such association, upon such terms and conditions as to membership and subject to such rules and regulations as to their. and each of their. contract, and other rights and liabilities between it and the member, as the said association shall provide in its by-laws.

The association shall issue a certificate of membership to each member, but the said membership, or the said certificate thereof, shall not be assigned by a member to any other person, nor shall the assigns thereof be entitled to membership in the association, or to any property rights or interest therein. Nor shall a purchaser at execution sale, or any other person who may succeed, by operation of law or otherwise to the property interests of a member, be entitled to membership, or become a member of the association by virtue of such transfer. The board of directors may, however, by motion duly adopted by it, consent to such assignment or transfer and to the acceptance of the assignee or transferee as a member of the association, but the association shall have the right, by its bylaws, to provide for or against the transfe of mem or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed. 1921–461.

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6530. Articles of incorporation. Each association formed under this title must prepare and file articles of incorporation setting forth:

1. The name of the association. 2. The purpose for which it is formed. 3. The place where its principal business will be transacted. 4. The term for which it is to exist, not exceeding fifty years.

5. The number of directors thereof, which must not be less than three and which may be any number in excess thereof, and the

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names and residences of those selected for the first year and until their successors shall have been elected, and shall have accepted office.

6. Whether the voting power and the property rights and interest of each member shall be equal or unequal, and if unequal the articles shall set forth a general rule or rules applicable to all members by which the voting power and property rights and intere

vely. of each member may and shall be determined and fixed, but the association shall have power to admit new members who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general rule. This provision of the articles of incorporation shall not be altered, amended, or repealed except by the unanimous written consent or the vote of all of the members.

7. Said articles must be subscribed by the original members and acknowledged by one of them before an officer authorized by the law of this state, to take and certify acknowledgments of deeds of conveyance. Such articles so subscribed and acknowledged must be filed in the office of the secretary of state, who shall thereupon issue his certificate in the form and having the effect prescribed in section two hundred ninety-six; provided, however, that no corporation shall be authorized to transact any business until it shall have filed in the office of the count

he office of the county clerk of the county in which its principal business is to be transacted a copy of its articles of incorporation certified by the secretary of state. When so filed, said articles of incorporation or certified copies thereof shall be received in all the courts of this state, and other places as prima facie evidence of the facts contained therein, 1921–177.

653p. Each association incorporated under this title must, within thirty days after its incorporation, adopt a code of by-laws for its government and management not inconsistent with the provisions of this title. A majority vote or the written assent of members representing a majority of the votes, is necessary to adopt such bylaws. The provisions of section three hundred three and three hundred four of this code, which are not inconsistent with the provisions of this title, shall apply to the by-laws of the corporations provided for in this title. Each association may also, by its by-laws adopted, as aforesaid, provide for the following matters:

1. The manner of removal of any one or more of its directors and for filling any and all vacancies in the board of directors.

2. The number of directors and the number of members or votes thereof constituting a quorum.

3. The conditions upon which and the time when membership of any member in the association shall cease; the mode, manner and effect of expulsion of a member, subject to the ri pelled member to have the board of directors equitably appraise his property interests in the association and to fix the amount thereof in money, and to have the money paid to him within sixty days after such expulsion.

4. The amount of membership fee, if any, and the amount which each member shall be required to pay annually, or from time to time if at all, to carry on the business of the association, and also the compensation, if any, to be paid by each member for any

rendered by the association to him and the time of payment and the manner of collecting the same, and for forfeiture of the interest of the member in the association for non-payment of the same.

5. The number and qualifications of members of the association

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and the conditions precedent to membership and the method, time and manner of permitting members to withdraw, and providing for the assignment and transfer of the interest of members and the manne

the value of such interest and providing for the purchase of such interest by the association upon the death, withdrawal, or expulsion of a member or upon the forfeiture of its membership, at the option of the association.

6. Permitting members to vote by their proxies, and determining the conditions, manner, form and effect thereof. 1921–462.

653q. Each association incorporated under this title shall have the powers granted by the provisions of this code and other laws of California relating to private corporations, and shall also have the following powers:

1. To appoint such agents and officers as its business may require, and such appointed agents may be either persons or corporations: to admit persons to membership in the association, and to expel any member pursuant to the provisions of its by-laws; to forfeit the membership of any member for violation of any agreement between him and the association, or for his violation of its by-laws.

2. To purchase or otherwise acquire, hold, own, sell, and otherwise dispose of any and every kind or kinds of real and personal property, including stock in other corporations, necessary or convenient in the carrying on of its business; to borrow money; to mortgage or pledge any property, real or personal, owned or held by such association: to secure any contracts made by it, or any bonds, debentures, promissory notes, or other obligations by it issued or incurred or guaranteed; and to acquire by purchase or otherwise the interest of any member in the property of the association.

3. Upon the written assent or by a vote of members representing two-thirds of the total votes of all members to co-operate with any other co-operative association or associations for the co-operative and more economical carrying on of their respective business, by consolidation as provided in section six hundred and fifty-three i of this code, whereupon the effect of such consolidation shall be the same as declared in said section; or upon resolution, adopted by its board of directors, to enter into all necessary and proper contracts and agreements, and to make all necessary and

oper stipulations and arrangements with any other co-operative association or associations for the co-operative and more economical carrying on of its business, or any part or parts thereof; or any two or more co-operative associations organized under this title, upon resolutions, adopted by their resepctive board of directors, may, for the purpose of more economically carrying on their rescpective businesses, by agreement between them, unite in employing and using, or several associations may separately employ and use, the same methods, means and agencies, for carrying on and conducting their respective businesses.

4. Any association formed, existing or consolidated under this title may be dissolved and its affairs wound up voluntarily by the written request of members, representing two-thirds of the total votes, in the manner and with the effect provided in section · six hundred fifty-three j of this code, except that the moneys remaining after liquidation shall be divided among the members in proportion to their property interests therein. 1921–463.

653r. Any corporation, whether stock or membership, heretofore incorporated under the laws of this state for the purpose of en

gaging in and carrying on the business specified in section six hundred fifty three m of this title, the stockholders or members of which would be entitled to incorporate under the provision of this title, may, by the unanimous written assent or vote of all the stockholders or members, amend, its articles of incorporation to conform to the provision of this title in the manner and with the effect provided in section three hundred sixty-two of the Civil Code, and from the time of filing the amended articles, such corporation shall have the same powers as if it had originally incorporated under the provisions of this title; provided, however, that the debts, obligations, and other liabilities against such corporation or against the members or the stockholders thereof, existing at the time of such amendment, shall not be discharged or their collection or enforcement otherwise impaired; and provided further, that the respective property interests of the several stockholders by virtue of their ownership of shares of stock therein, or the several members by virtue of their membership therein, and also the voting power of each of them, shall be determined and fixed by the amended articles of incorporation in accordance with the provisions of subdivision six of section six hundred fifty-three o. but which rights shall be subject to the right of the association to admit new members. 1921-464.

653s. The right of an association claiming to be organized and incorporated and carrying on its business under this title, to do and continue it business may be inquired into by quo warranto proceedings at the suit of the attorney general, but not otherwise. 1921– 464.

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653sa. In the event the articles of incorporation shall provide for unequal voting power, the provisions of law with reference to a majority, a two-thirds, or other vote of t

1 not apply, and in lieu thereof there shall be substituted a majority or twothirds of the votes of the interests represented by the several members, or otherwise, as the case may be. 1921-464.

6538b. Nothing in this title shall be deemed to prohibit any co-operative association formed or existing hereunder from having and exercising the same powers in carrying out its purposes as are enjoyed or exercised by corporations which issue capital stock.

Any association formed or existing under this title shall conduct and carry on its business without profit to itself; it may, however, use or employ any of its facilities for any purpose, provided the proceeds arising from such use and employment shall go to reduce the cost of operation for its members; and provided, further, that products of non-members, similar to the products handled for its members, shall not be dealt in to an amount greater in value than such as are handled by it for members. 1923.

653sc. No corporation now or hereafter incorporated under this title shall sell, or offer for sale, negotiate for the sale of, or take subscriptions for any security of its own issue until it shall have first applied for and secured from the commissioner of corporations a permit authorizing it so to do and complied with all the terms and conditions of chapter 532, statutes 1917; as amended, chapter 148, statutes 1919 known as the corporate securities act. All the provis sions of said corporate securities act are hereby made applicable to and binding upon corporations incorporated under this title. 1921-465.

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