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TITLE XXII.

Non-Profit Co-operative Corporations.

Section

653t. Organization.
653u. Membership.
653v. Articles.
653w. By-laws.
653x. Powers of corporation.
653y. Amendment.

Section
6532. Quo warranto.
653za. Exemption.
653zb. Voting.
653zc. Powers, funds.
653zd. Security sales.

653t. Non-profit co-operative corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in this title. A majority of such persons must be residents of this state, and such corporations shall have and may exercise the powers authorized by this title, and the powers neecssarily incident thereto, and also all other powers granted to private corporations by the laws of this state excepting

laws of this state, excepting such powers as are inconsistent with those granted by this title. 1921--465.

653u. Such corporation shall not issue capital stock, but shall issue a membership certificate to each member. Its business shall not be carried on for profit. Any person or any number of persons including and in addition to the original incorporators, may become members of such corporation upon such terms and conditions as to the 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 corporation shall prescribe in its by-laws. The corporation shall issue a certificate of membership to each member, but the said membership, or the said certificate thereof, shall not, except as herein provided, be assigned by any member to any other person, nor shall the assigns thereof be entitled to membership in the corporation, 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 the member.be entitled to membershi become a member of the corporation 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 corporation. The corporation shall also have the right, by its by-laws, to provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed. 1921-465.

653v. Each corporation formed under this title must prepare and file articles of incorporation in writing setting forth:

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

6. Whether the voting power and the property rights and interests 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 the property rights and interests, respectively, of each member may and shall be determined and fixed, but the corporation shall have power to admit new members who shall be entitled to vote and to share in the property of the corporation 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 the members.

7. Said articles of incorporation shall be subscribed by three or more of the original members, a majority of whom must be residents of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property, and shall be filed in all respects in accordance with the provisions of section two hundred ninety-six of this code, and thereupon the secretary of state shall issue to the corporation, over the great seal of the state, a certificate that a copy of the articles containing the required statement of facts has been filed in his office, and thereupon the person signing the articles and their associates and successors shall be a body politic and corporate by the name stated in the certificate. When so filed, the 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. 1921–466.

653w. Each corporation incorporated under this title must, within one month after filing articles of 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 by-laws. 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 corporation provided for in this title. Each corporation organized hereunder 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 of filling any and all vacancies in the board of directors.

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

3. 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 corporation, and also the compensation, if any, to be paid by each member for any services rendered by the corporation to him, and the time of payment and the manner of collecting the same, and may provide for forfeiture of the interest of the member in the corporation for non-payment of the same.

4. The number and qualifications of members of the corporation 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 manner of determining the value of such interest and providing for the purchase of such interest by the corporation upon the death, withdrawal or expulsion of a member or upon the forfeiture of his membership, at the option of the corporation. 1921–467.

653x. Powers of corporation. Each corporation incorporated under this title shall have the powers granted by the provisions of this code and the other laws of California, relating to private corporations, which are not inconsistent with those granted by this title, 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 and corporations to membership in the corporation, 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 corporation or for his violation of its by-laws.

2. To purchase, lease or otherwise acquire, hold, own and enjoy, to sell, lease, mortgage and otherwise encumber and dispose of any and all and every kind or kinds or real and personal property, including stock in other corporations, also to carry on any and all operations necessary or convenient in connection with the transaction of any of its business; to borrow money; to mortgage or pledge any property real or personal, owned or held by such corporation; 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 corporation.

3. Upon the written assent of two-thirds of all the members or by a vote of members representing two-thirds of the total votes of all members of each of two or more such non-profit co-operative corporations to co-operate with each other for the more economical carrying on of their respective businesses by consolidation as provided in section six hundred fifty-three i of this code, such consolidation shall be effected, and thereupon the effect of such consolidatio shall be the same as declared in said section. Any such corporation upon resolution, adopted by its board of directors, shall have the power to enter into contracts and agreements, and to make stipulations and agreements with any other corporation or corporations, for the co-operative and more economical carrying on of its business, or any part o arts thereof; or any two or more co-operative corporations organized under this title, upon resolutions adopted by their respective boards of directors, may, for the purpose of more economically carrying on their respective businesses, by agreement, unite in adopting, employing and using, or several such corporations may separately adopt, employ and use the same methods, policy, means, agents, and agencies for carrying on and conducting their respective businesses.

4. Any corporation formed, existing or consolidated under this title may be dissolved, and its affairs wound up voluntarily by the written consent 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 any property remaining after liquidation shall be divided among the members in proportion to their respective property interests therein. 1921–467.

653y. Any such corporation may amend its articles of incorporation in any manner not inconsistent with the provisions of this title, in the manner provided for by section three hundred sixty-two of the Civil Code of this state. 1921–469.

6532. The right of a corporation claiming to be organized and

incorporated and carrying on its busines under this title, to do and continue its business, may be inquired into by quo warranto proceeding at the suit of the attorney general, but not otherwise. 1921 -469.

653za. 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. 1921-469.

653zb. Voting. 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 the members shall not apply, and in lieu thereof, there shall be substituted a majority or two-thirds of the votes of the interests represented by the several members, or otherwise, as the case may be. 1921-469.

653zc. Nothing in this title shall be deemed to prohibit any co-operative corporation 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 corporation formed or existing under this title shall conduct and carry on its business without profit to itself; it may, however, conduct its business for the profit of its members; it may use or employ any of its facilities for any purpose except the handling for others, not members, of products similar to the products handled for its members, provided the proceeds arising from such use and employment shall go to reduce the cost of operation for its members. 1921-469

653zd. 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 provisions of said corporate securities act are hereby made applicable to and binding upon corporations incorporated under this title. 1921-469.

TITLE XXIII. Non-Profit Co-operative Associations With or Without Capital Stock.

Section

Section 653aa. Declaration of policy. 65300. Marketing contract. 653bb. Definitions.

653pp. Remedies, breach. 653cc. Who may organize. 653qq. Purchasing other business, 653dd. Purposes.

generally. 653ee. Same.

653rr. Conflicting laws. 653ff. Powers.

653ss. Co-operative, limitation of 653gg. Members.

use. 653hh. Articles incorporation. 653tt. Interest, other corpora653ii. Amendments.

tions. 653jj. By-laws.

653uu. Contracts, same. 653kk. Directors; election.

653vv. Previously organized as65311. Election of officers.

sociations. 653mm. Membership, limitations. 653ww. Not restraint of trade. 653nn. Removal, officer.

653xx. General law applicable.

653aa. Declaration of policy. (a) In order to promote, foster and encourage the intelligent and orderly marketing of agricultural products through co-operation; and to eliminate speculation and waste; and to make the distribution of agricultural products between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of agricultural products, this act is passed. 1923.

653bb. Definitions. As used in this act:

(a) The term “agricultural products” shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any farm products.

(b) The term "member" shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock.

(c) The term “association” means any corporation organized under this act; and

(d) The term “person” shall include individuals, firms, partnerships, corporations and associations.

Associations organized hereunder shall be deemed "non-profit,” inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers.

(e) For the purpose of brevity and convenience this act may be indexed, referred to and cited as "the cooperative marketing act.” 1923.

653cc. Who may organize. Five (5) or more persons, a majority of whom are residents of this state, engaged in the production of agricultural products, may form a non-profit, cooperative association, with or without capital stock, under the provisions of this act. 1923.

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