Page Wineinger v. Farmers & Stockmen's Loan & Investment Association, 278 S. W. 932, Wing v. Dillingham, 239 F. 54, certiorari denied 244 U. S. 654, 37 S. Ct. 652, 61 Winter Garden Citrus Growers' Association v. Willits, 113 Fla. 131, 151 So. 509. Wise (Trustee in Bankruptcy of Stannard) v. United States, 249 U. S. 361, 39 S. Ct. Wiseman v. Dennis, 156 Va. 431, 157 S. E. 716. 22, 42 27 73 59, 93 131 110, 119 140 173 232 134 233 66 26, 87 90, Woods v. Interstate Realty Co., 337 U. S. 535, 69 S. Ct. 1235, 93 L. Ed. 1524. Work v. Associated Almond Growers of Paso Robles, 102 Cal. App. 232, 282 P. 965.. Yakima Fruit Growers' Association v. Hall, 180 Wash. 365, 40 P. 2d 123. 94, 114, 133 Yakima Fruit Growers' Association v. Henneford, 182 Wash. 437, 47 P. 2d 831, 100 130, 188 Yakima Fruit Growers' Association v. Henneford, 187 Wash. 429, 60 P. 2d 62. York Livestock Commission Company v. Northwestern Livestock Commission Company, Zander (as receiver of the Four County Farmers' Mill Cooperative Association) v. Holm, Zander v. Schackel, 161 Minn. 116, 201 N. W. 308. 189 102 81 15 117 43 Appendix Bingham Cooperative Marketing Act [Based on Baldwin's 1936 revision of Carroll's Kentucky Statutes, annotated, 8th Ed.; with footnotes on later developments.] § 883f-1. Declaration of policy.—In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation; 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. (1922, c. 1, p. 1, § 1.)1 § 883f-2. Definitions.-As used in this act: (a) The term "agricultural products" shall include horticultural, viticultural, forestry, dairy, live stock, 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 "nonprofit," 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 Bingham Cooperative Marketing act." (1922, c. 1, p. 1, § 2.) § 883f-3. Who may organize.-Twenty (20) or more persons, a majority of whom are residents of this state, engaged in the production of agricultural products, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this act. (1922, c. 1, p. 1, § 3.) $883f-4. Purposes. An association may be organized 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 utilization thereof, or the manufacturing or marketing of the byproducts 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. (1922, c. 1, p. 1, § 4.) § 883f-5. Preliminary investigation.—Every group of persons contemplating_the organization of an association under this act is urged to communicate with the dean of the college of agriculture of the university of Kentucky, who will inform them whatever a survey of marketing conditions affecting the commodities proposed to be handled may indicate regarding probable success. 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 interest demands that 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; and that for this purpose, the farmers should secure special guidance and instructive data from the dean of the college of agriculture of the university of Kentucky. (1922, c. 1, p. 1, § 5.) 1 Repealed effective June 12, 1940. (1940, c. 191, sec. 1.) § 883f-6. Powers. Each association incorporated under this act shall have the following powers: (a) To engage in any activity in connection with the marketing, selling, preserving, 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 byproducts 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. And such association may also buy, sell and deal in the agricultural products of nonmembers to an amount not greater in value than such as are handled by it for its members. (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 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 bylaws. (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 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; or 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. (1934, c. 124, § 1; 1922, c. 1, p. 1, § 6. Eff. June 14, 1934.) § 883f-7. Members.-(a) Under the terms and conditions prescribed in the bylaws adopted by it, an association may admit as members, or issue common stock to, persons only 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 nonstock 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. (1922, c. 1, p. 1, § 7.) § 883f-8. Articles of incorporation.-Each association formed under this act must prepare and file articles of incorporation, setting forth: (a) The name of the association. (b) The purposes for which it is formed. (c) The place where its principal business will be transacted. (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 addresses 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 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 property rights and interests, respectively, of each member may and shall be determined and fixed; and provision for the admission of new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision or paragraph of the articles of incorporation 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. If so The capital stock may be divided into preferred and common stock. divided, the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and definite extent of the preference and privileges granted to each. The articles must be subscribed by the incorporators and acknowledged by one of them 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. A certified copy of the articles of incorporation shall also be filed with the dean of the college of agriculture of the university of Kentucky. (1922, c. 1, p. 1, § 8.) § 883f-9. 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 of the association. Amendments to the articles of incorporation, when so adopted, shall be filed in accordance with the provisions of the general corporation law of this State. (1922, c. 1, p. 1, § 9.) § 883f-10. Bylaws. Each association incorporated under this act must, within thirty (30) days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with the powers granted by this act. A majority vote of the members or stockholders, or their written assent, is necessary to adopt such bylaws. Each association, under its bylaws, 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 bylaws. (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 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 ceases 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 stockholder, or upon the expulsion of a member or forfeiture of his membership, or, at the option of the association, the purchase of a price fixed by conclusive appraisal by the board of directors. In case of the withdrawal or 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 1 year after such expulsion or withdrawal. (1922, c. 1, p. 1, § 10.) $883f-11. General and special meetings; how called. In its bylaws, each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time; and ten percent of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting must thereupon be called by the directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least 10 days prior to the meeting; provided, however, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. (1922, c. 1, p. 1, § 11.) The § 883f-12. 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 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, either directly or by district delegates elected by the members in that district. In such a case the bylaws 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. 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 association or may be considered final as to the association. 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 of the general public in such associations. The director or directors so appointed 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. No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or others, or differing from terms generally current in that district. 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 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 bylaws provide for an election of directors by district. In such a case the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy. (1922, c. 1, p. 1, § 12.) § 883f-13. Election of officers.-The directors shall elect from their number a president and one or more vice presidents. They 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 secretarytreasurer; 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. (1922, c. 1, p. 1, § 13.) § 883f-14. Stock membership certificate; when issued; voting; liability; 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. No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof. No stockholder of a cooperative association shall own more than one-twentieth (120) of the common stock of the association; and an association, in its bylaws, may limit the amount of common stock which one member may own to any amount less than one-twentieth (20) of the common stock. No member or stockholder shall be entitled to more than one vote, regardless of the number of shares of common stock owned by him. Any association organized with stock under this act may issue preferred stock with or without the right to vote. 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 bylaws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of the agricultural products handled by the |