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653dd. Purposes. An association may be organized hereunder to engage in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, grading, storing, handling, shipping, or ultilization thereof, or the manufacturing or making of the by-products thereof; or in connection with the manufacturing, selling or supplying to its members of machinery, equipment or supplies; or in the financing of the above enumerated activities; or in any one or more of the activities specified herein. 1923.
653ee. It is here recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial production; and that the ordinary form of corporate organization permits industrial groups to combine for the purpose of group production and the ensuing group marketing and that the public has an interest in permitting farmers to bring their industry to the high degree of efficiency and merchandising skill evidenced in the manufacturing industries; and that the public interest urgently needs to prevent the migration from the farm to the city in order to keep up farm production and to preserve the agricultural supply of the nation; and that the public
the farmer be encouraged to attain a superior and more direct system of marketing in the substitution of merchandising for the blind, unscientific and speculative selling of crops. 1923.
653ff. Powers. Each association incorporated under this act shall have the following powers: (a) To engage in any activity in connection with the marketing,
preser ng, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling or utilization of any agricultural products produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or any activity in connection with the purchase, hiring, or use by its members of supplies, machinery or equipment; or in the financing of any such activities; or in any one or more of the activities specified in this section. No association, however, shall handle the agricultural products of any non-member, except for storage, unless it is so empowered to do in its articles of incorporation, and in such event it shall not handle the agricultural products of non-members to an amount greater in value than the value of such products as are dealt in or handled by it for its own members or stockholders.
(b) To borrow money without limitation as to amount of corporate indebtedness or liability; and to make advances to members.
(c) To act as the agent or representative of any member or members in any of the above mentioned activities.
(d) To purchase or otherwise acquire; and to hold, own and exercise all rights of ownership in; and to sell, transfer or pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing or handling or marketing for packing or manufacturing or processing or preparing for market of any of the products handled by the association.
(e) To establish reserves and to invest the funds thereof in bonds or in such other property as may be provided in the by-laws.
(f) To buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or incidental thereto.
(g) To levy assessments in the manner and in the amount as may be provided in its by-laws.
(h) To do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the subjects herein enumerated; or conducive to or expedient for the interest or benefit of the association; and to contract accordingly; and in addition to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and, in addition, any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act; and to do any such thing anywhere. 1923.
653gg. Members. (a) Under the terms and conditions prescribed in the by-laws adopted by it, an association may admit as members, or issue common stock to only such persons as, are engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of such products and any lessors and landlords who receive as rent all or part of the crop raised on the leased premises.
(b) If a member of a non-stock association be other than a natural person, such member may be represented by any individual, associate, officer or manager or member thereof, duly authorized in writing.
(c) One association organized hereunder may become a member or stockholder of any other association or associations organized hereunder, 1923.
653hh. Articles of incorporation. Each association formed under this act must prepare and file articles of incorporation, setting forth:
(a) The name of the association,
(d) The term for which it is to exist, not exceeding fifty (50) years.
(e) The number of directors thereof, which must be not less than five (5) and may be any number in excess thereof; the term of office of such directors; and the names and residence of those who are to serve as incorporating directors for the first term, or until election and qualification of their successors.
(f) If organized without capital stock, whether the voting power and the property rights and interest of each member shall be equal or unequal; and if unequal, the 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; and providing for the admission of 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 or rules. Any such provision shall not be altered, amended, or repealed except by the written consent or vote of three-fourths of the members.
(g) If organized with capital stock, the amount of such stock and the number of shares into which it is divided and the par value thereof.
The capital stock may be divided into preferred and common stock. If so divided, the articles of incorporation must contain a statement of the number of shares of stock to which no preference is granted
and the nature and definite extent of the preference and privileges granted.
The articles must be subscribed by the incorporators and directors and acknowledged by each before an officer authorized by the law of this state to take and certify acknowledgments of deeds and conveyances; and shall be filed in accordance with the provisions of the general corporation law of this state; and 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 and of the due incorporation of such association. 1923.
653ii. Amendments to articles of incorporation. The articles of incorporation may be altered or amended at any regular meeting or any special meeting called for that purpose. An amendment must first be approved by two-thirds of the directors and then adopted by a vote representing a majority of all the members or subscribed capital stock of the association. Amendments to the articles of incorporation, when so adopted, shall be filed in accordance with the provisions of section two hundred ninety-six of this Civil Code and the general corporation law of this state. 1923.
653jj. By-laws. Each association incorporated under this act must, within thirty (30) days after its incorporation, adopt for its government and management, a code of by-laws, not inconsistent with the powers granted by this act. A majority vote of the members or subscribed capital stock or the written assent, of a majority of the members or of stockholders representing a majority of all the subscribed capital stock is necessary to adopt such by-laws. Each association, under its by-laws, may provide for any or all of the following matters:
(a) The time, place and manner of calling and conducting its meetings.
(b) The number of stockholders or members constituting a quorum.
(c) The right of members or stockholders to vote by proxy or by mail or both; and the conditions, manner, form, and effects of such votes.
(d) The number of directors constituting a quorum.
(e) The qualifications, compensation and duties and term of office of directors and officers; time of their election and the mode and manner of giving notice thereof.
(f) Penalties for violations of the by-laws.
(g) The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.
(h) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member or stockholder for services rendered by the association to him and the time of payment and the manner of collection; and the marketing contract between the association and its members or stockholders which every member or stockholder may be required to sign.
(i) The amount of any dividends which may be declared on the stock or membership capital, which dividends shall not exceed eight (8) per cent per annum, and which dividends shall be in the nature of interest and shall not affect the non-profit character of any association organized hereunder.
(j) The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the conditions upon which and time when membership of any member shall cease; the automatic suspension of the rights of a member when he ceased to be eligible to membership in the association; and the mode, manner and effect of the expulsion of a member; the manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors; and the conditions and terms for the repurchase by the corporation from its stockholders of their stock upon their disqualification as stockholders. In case of the expulsion of a member, the board of directors shall equitably and conclusively appraise his property interests in the association and shall fix the amount thereof in money, which shall be paid to him within one year after such expulsion.
(k) The manner and method of amending the by-laws, such amendments to be adopted at the annual meeting or at any other meeting of the members or stockholders called for that purpose and by a vote representing not less than a majority of the members or stockholders of the association. 1923.
653kk. Directors-election. The affairs 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.
The by-laws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In any such case, the by-laws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association. The bylaws may also provide that primary elections shall be held to nominate directors. Where the by-laws provide that the territory in which the association has members shall be divided into districts, the by-laws may also provide that the results of the primary elections in the various districts shall be final and must be ratified at the annual meeting of the association. The by-laws may also provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members. Such directors shall represent primarily the interest of the general public in such associations. The directors so nominated need not be members or stockholders of the association; but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth of the entire number of directors.
An association may provide a fair remuneration 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 by-laws 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 the board.
When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board by a majority vote, shall fill the vacancy, unless the by-laws provide for
an election of directors by districts. In the latter case the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy. 1923.
65311. Election of officers. The directors shall elect from their number a president and one or more vice presidents. They sha
shall also elect a secretary and a treasurer, who need not be directors or members of the association; and they may combine the two latter offices and designate the combined office as secretary-treasurer; or unite both functions and titles in one person. The treasurer may be a bank or any depository and as such, shall not be considered as an officer, but as a function of the board of directors. In such case, the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as and where authorized by the board of directors. 1923.
653mm. Stock, membership, certificates, when issued, limitations on transfer and ownership. When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership.
No association shall 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 note; but such retention as security shall not affect the member's right to vote.
An association, in its by-laws, may limit the amount of common stock which one member may own.
Any association organized with stock under this act may issue preferred stock. Such stock may be redeemable or retirable by the association on such terms and conditions as may be provided for by the articles of incorporation and printed on the face of the certificate.
The by-laws shall prohibit the transfer of the common stock of the associations to persons not engaged in the production of the agricultural products handled by the association: and such restrictions must be printed upon every certificate of stock subject thereto.
The association may, at any time, as specified in the by-laws, except when the debts of the association exceed fifty (50) per cent of the assets thereof, buy in or purchase its common stock at the book value thereof, as conclusively determined by the board of directors, and pay for it in cash within one (1) year thereafter. 1923.
653nn. Removal of officer or director. Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by five per cent of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members, the association may remove the officer or director and fill the vacancy. The director or officer, against whom such charges have been brought, shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity.
In case the by-laws provide for election of directors by districts with primary elections in each district, then the petition for removal of a director must be signed by twenty per cent of the members residing in the district from which he was elected. The board