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SECTION 4. Vacancies. Whenever a vacancy occurs in the board of directors, other than from the expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy until the next regular meeting of the members.

SECTION 5. Board meetings. In addition to the meetings mentioned above, regular meetings of the board of directors shall be held (monthly, quarterly, or semiannually) or at such other times and at such places as the board may determine.

SECTION 6. Special meetings. A special meeting of the board of directors shall be held whenever called by the president or by a majority of the directors. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing, signed by the person or persons making the same, addressed and delivered to the secretary, and shall state the time and place of such meeting. On the signing of a waiver of notice of a meeting, a meeting of the board of directors may be held at any time.

SECTION 7. Notice of board meetings. Oral or written notice of each meeting of the board of directors shall be given each director by or under the supervision of the secretary of the association not less than 48 hours prior to the time of the meeting, but such notice may be waived by all the directors, and appearance at a meeting shall constitute a waiver of notice thereof.

SECTION 8. Compensation. The compensation, if any, of the members of the board of directors and of the executive committee shall be determined by the members of the association at any annual or special meeting of the association. No member of the board of directors shall occupy any position in the association on regular salary.

SECTION 9. Quorum. A majority of the board of directors shall constitute a quorum at any meeting of the board.

Article V-Duties of Directors

SECTION 1. Management of business. The board of directors shall have general supervision and control of the business and the affairs of the association and shall make all rules and regulations not inconsistent with law or with these bylaws for the management of the business and the guidance of the members, officers, employees, and agents of the association. It shall have installed an accounting system which shall be adequate to the requirements of the business and it shall be its duty to require proper records to be kept of all business transactions.

SECTION 2. Employment of manager. The board of directors shall have power to employ a manager, define his duties, fix his compensation, and to dismiss him with or without cause at any time. The board shall employ or authorize the employment of such employees, agents, and counsel as it from time to time deems necessary or advisable in the interest of the association, prescribe their duties, and fix their compensation. The manager shall have charge of the business of the association under the direction of the board of directors.

SECTION 3. Bonds and insurance. The board of directors shall require the manager and all other officers, agents, and employees charged by the association with responsibility for the custody of any of its funds or negotiable instruments to give adequate bonds. Such bonds, unless cash security is given, shall be furnished by a responsible bonding company and approved by the board of directors and the cost thereof shall be paid by the association. The board of directors shall provide for the adequate insurance of the property of the association, or property which may be in the possession of the association, or stored by it, and not otherwise adequately insured, and in addition adequate insurance covering liability for accidents to all employees and the public.

SECTION 4. Audits. At least once in each year the board of directors shall secure the services of a competent and disinterested public auditor or accountant, who shall make a careful audit of the books and accounts of the association and render a report in writing thereon, which report shall be submitted to the members of the association at their annual meeting. This report shall include at least (1) a balance sheet showing the true assets and liabilities of the association; (2) an operating statement for the fiscal period under review which shall show the cost of, and receipts from, sales and the gross margins or loss from each of the major commodities handled during the period; and a statement of all expenses for the period under review.

SECTION 5. Agreements with members. The board of directors shall have the power to carry out all agreements of the association with its members in every way advantageous to the association representing the members collectively.

SECTION 6. Depository. The board of directors shall have power to select one or more banks to act as depositories of the funds of the association and to determine the manner of receiving, depositing, and disbursing the funds of the association and the form of checks and the person or persons by whom they shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.

Article VI-Duties of Officers

SECTION 1. Duties of President. The president shall (1) preside over all meetings of the association and of the board of directors, (2) call special meetings of the board of directors, (3) perform all acts and duties usually performed by an executive and presiding officer, and (4) sign all membership 22 certificates and such other papers of the association as he may be authorized or directed to sign by the board of directors; Provided, however, that the board of directors may authorize any person to sign any or all checks, contracts, and other instruments in writing on behalf of the association. The president shall perform such other duties as may be prescribed by the board of directors.

SECTION 2. Duties of the Vice President. In the absence or disability of the president, the vice president shall perform the duties of the president.

SECTION 3. Duties of Secretary. The secretary shall keep a complete record of all meetings of the association and of the board of directors and shall have general charge and supervision of the books and records of the association. He shall sign all stock certificates with the president and such other papers pertaining to the association as he may be authorized or directed to sign by the board of directors. He shall serve all notices required by law and by these bylaws and shall make a full report of all matters and business pertaining to his office to the members at the annual meeting. He shall keep the corporate seal and all books of blank certificates, complete and countersign all certificates issued, and affix the corporate seal to all papers requiring a seal. He shall keep complete membership 23 records. He shall act as secretary of the executive committee. He shall make all reports required by law and shall perform such other duties as may be required of him by the association or the board of directors. Upon the election of his successor, the secretary shall turn over to him all books and other property belonging to the association that he may have in his possession.

SECTION 4. Duties of Treasurer. The treasurer shall perform such duties with respect to the finances of the association as may be prescribed by the board of directors.

"If the association is formed with capital stock, this word should be changed to "stock." "If the association is formed with capital stock, this word should be changed to "stock ownership."

SECTION 1. Powers and Duties. The board of directors may in its discretion appoint from its own membership an executive committee of three (3) members, determining their tenure of office and their power and duties. The board of directors may allot to such executive committee all or any stated portion of the functions and powers of the board of directors, subject to the general direction, approval, and control of the board. Copies of the minutes of any meeting of the executive committee shall be mailed to all directors within seven (7) days following such meeting.

SECTION 2. Other committees. The board of directors may, in its discretion, appoint such other committees as may be necessary.

Article VIII-Duties of Manager

SECTION 1. In general. Under the direction of the board of directors the manager shall have general charge of the ordinary and usual business operations of the association, including the purchasing, marketing, and handling of all products and supplies handled by the association. He shall, so far as practicable, endeavor to conduct the business in such a manner that the members and patrons will receive just and fair treatment. The manager shall deposit all money belonging to the association which comes into his possession in the name of the association in a bank selected by the board of directors, and if authorized to do so by the board of directors shall make all disbursements by check therefrom for the ordinary and necessary expenses of the business in the manner and form prescribed by the board of directors. Upon the appointment of his successor, the manager shall deliver to him all money and property belonging to the association which he has in his possession or over which he has control.

SECTION 2. Duty to account. The manager shall be required to maintain his records and accounts in such a manner that the true and correct condition of the business may be ascertained therefrom at any time. He shall render annual and periodical statements in the form and in the manner prescribed by the board of directors. He shall carefully preserve all books, documents, correspondence, and records of whatever kind pertaining to the business which may come into his possession.

SECTION 3. Control of employees. Subject to the approval of the board of directors, the manager shall employ, supervise, and dismiss any or all employees of the association but not agents or counsel specifically employed by the board of directors.

Article IX--Membership Certificates

The board of directors shall cause to be issued appropriate certificates of membership.

If the association is organized with capital stock, it is suggested that this article might be made to read as follows:

Article IX-Stock Certificates

SECTION 1. Common Stock. Each certificate of common stock shall show on its face its designation by class and privileges, voting rights or restrictions and qualifications applicable to shares of such class as specified in the articles of incorporation.

shall show on its face the preferences, privileges, voting rights or
restrictions and qualifications of such stock as specified in the arti-
cles of incorporation.

Article X-Patrons and Patrons' Net Margins

SECTION 1. Patrons. Each patronage transaction between this association and each patron shall be subject to and shall include as a part of its terms each provision of this Article X, whether it be expressly referred to in said transaction or not; and no person shall have any authority to transact any business for this association with any patron on any terms inconsistent with this Article X. Upon selling or consigning or otherwise delivering any agricultural product to this association or contracting to do so, and upon buying or otherwise receiving any farm supplies or equipment from this association or contracting to do so, each patron, with or without then executing any writing or doing any other act, thereby:

(a) Shall, as further consideration due him from this association on account of such transaction, become entitled to have paid to him such proportion of the Patrons' Net Margins received by this association as his patronage bears to the aggregate patronage of all patrons, all as more particularly hereinafter defined and provided; and

(b) Shall, in consideration of similar agreements by others in the same fiscal year, promise and agree to invest in the capital of this association (revolving fund) as requested by the board of directors

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of the agricultural products sold, consigned or otherwise delivered to the association, which amount is hereby made deductible from the sales proceeds otherwise payable to the patron, and, in addition, such further sum or sums of money as the board of directors may specify; Provided, however, that his obligation to invest in said capital in any fiscal year of this association in addition to the rate prescribed above shall be limited to an amount equal to his share of the Patrons' Net Margins for the fiscal year next preceding the fiscal year in which such investment is required of him and shall be proportionate to the investments required of other patrons; it being the intention and agreement of this association and each patron and of its several patrons with each other that as the board of directors shall deem the capital of this association to be inadequate, or deem additional capital to be necessary to repurchase or retire previously issued certificates of indebtedness or capital interests, then its several patrons shall, subject to the foregoing limitations, furnish such additional capital as may be required, and shall do so substantially in proportion to their respective patronage in the preceding fiscal year.

SECTION 2. Computation of Patrons' Net Margins. The Patrons' Net Margins, calculated upon the basis of each fiscal year, shall be computed as follows: (a) Gross Receipts. All proceeds of all sales of products marketed for patrons, plus all sums received for supplies and equipment procured for patrons, plus all sums received from all other sources except loans or contributions to this association or investments in its capital, shall be deemed to be the "Gross Receipts." (b) Patrons' Net Margins. This association shall deduct from such Gross Receipts the sum of the following items:

(1) all costs and expenses and other charges which are lawfully excludible or deductible from this association's Gross Receipts for the purpose of determining the amount of any net margin of this association; and

24 Here insert either ". unit (i. e.-bushel, carton)".

percent of the gross resale price" or

cents per

(2) an amount equal to

--- percent (------%) of the balance of the Gross Receipts which remain after first having deducted therefrom the items referred to in clause (1) above.25

If in any fiscal year this association shall incur a net operating loss which is recognizable for tax purposes, the board of directors shall have full authority to charge off such loss either against net margins of future years or against revolving fund credits or in such other manner as will afford the association the maximum benefit for tax purposes.

The balance of said Gross Receipts which remain after the foregoing deductions shall be deemed to be the "Patrons' Net Margins."

The amount deducted pursuant to clause (2) above shall be set aside in a reserve and apportioned to patrons in accordance with their patronage during the fiscal year; Provided, however, that when such reserve shall reach the sum of $-the board of directors in its discretion may either (a) make no further deductions; or (b) retire such amounts of such reserve as it considers may be in excess of the association's reserve needs.26 Such retirement shall be accomplished by paying off in full or pro rata patrons' apportioned interests, by years, the oldest being paid first.27

All of the Patrons' Net Margins shall, as received by the association, belong to and be held by the association for its respective patrons, and shall be dis tributed to them at the close of each fiscal year on a patronage basis. There shall be no discrimination between member and nonmember patrons in either the computation or payment of the Patrons' Net Margins; provided, that if a nonmember patron is eligible for membership, the amount of his share of the Patrons' Net Margins shall be credited to his individual account, and when such credits shall equal the amount of the required membership fee, a membership certificate shall be issued to him.28

The patrons' respective shares of the Patrons' Net Margins shall be computed upon the basis of their respective patronage of, and the net margins resulting from the operations of, the various pools or departments of this association and shall be in proportion to the quantity or value of the products delivered by, or supplies or equipment procured for, such patrons.29

25 If the association is formed with capital stock, add the following paragraph: “and (3) an amount not exceeding six percent (6%) of the aggregate par value of all shares of preferred stock issued and outstanding at the close of said fiscal year." The provisions of this clause must be coordinated with whatever provision is made for the payment of dividends in the articles of incorporation. If provision is made for dividends on common stock, a provision should be included here authorizing their payment.

26

Statutory requirements concerning reserves should be ascertained and met. It is quite possible that the flexibility suggested in the above provision would not be possible of adoption in many States.

"If the association is formed with capital stock, it is suggested that the following additional paragraph be inserted at this point: "The amounts deducted pursuant to clause (3) above may, in whole or in part, in the discretion of the board of directors, either be declared and paid as dividends on preferred stock or be transferred to any reserve or capital account of the association, or distributed to the patrons on a patronage basis."

If the association is formed with capital stock, it is suggested that the following language be substituted following the words “individual account": "and when such credits shall equal the par value of a share of capital stock, one such share shall be issued to him. Such share shall be common stock if said patron is then eligible to hold common stock or preferred stock if such patron is then ineligible to hold common stock."

29

If the type of operations will permit, an association may wish to make this provison more specific and elect either the dollar volume or physical unit volume as the basis of allocation between patrons.

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