FOR NEW COOPERATIVES Organization Agreement (Alternate paragraphs or provisions for use of associations organized on a capital stock basis are indented in brackets or appear in the footnotes.) The undersigned, a producer of agricultural products, hereinafter referred to is "Producer," together with other signers of agreements similar hereto, for the purpose of engaging in. j 6 6 (In this space broadly state purposes for which association is to be organized) >ropose to organize a cooperative association without 1 capital stock under the aws of the State of as hereinafter provided, and n consideration of the premises, hereby agrees for himself and for the express benefit of and for the association to be organized, as follows: 1. (a) The association shall be organized with suitable articles of incorporaion and bylaws as determined by an organization committee consisting of the following persons (State names and addresses of committee members): (b) This committee may, in the discretion of a majority thereof, increase its membership, fill any vacancy therein, and appoint any committees deemed necessary to conduct the details of its affairs. The committee, or any com5 mittee designated by it, may prescribe an organization fee to be paid by each person signing an organization agreement similar hereto and may incur necessary obligations, make necessary expenditures, and take any such action as may, in its discretion, be deemed advisable to further the organization of the association. 2. The bylaws of the association shall provide, among other things, that (Here enumerate the chief provisions which it is proposed shall be contained in the bylaws) 3. If, on or before 19, the organization committee is of the opinion that sufficient sign-up has been obtained to enable the association to operate efficiently, the committee shall, by notice to be published in one or more newspapers of general circulation in the area in which those who sign agreements like this one reside, specify a date and place for a meeting of those who sign such agreements to enable those attending such meeting conclusively to determine, by majority vote, if a sufficient sign-up has been 'If association is to be formed with capital stock, "without" should be changed to obtained to justify the formation and operation of the association, and to consider such other business as may be deemed expedient. Notice of the action there taken shall be published in one or more newspapers of general circulation in the arca. 4. The organization committee shall keep full, true, and detailed accounts of all receipts and of all expenditures of every kind and shall have such accounts audited and render a written report thereof to the board of directors of the association when organized, and shall thereupon turn over to the association any balance remaining in its hands free of obligation. If the association is not so organized, such unexpended balance shall be prorated among those who contributed thereto. If association is to be formed with capital stock, the following "Producer agrees to purchase and does hereby subscribe for ceptance hereof, and association, par value $----. each, and agrees to pay for same as follows: cash on demand following the incorpora $ It is understood that certificates for such preferred stock 6. Producer applies for membership in the association when organized and expressly agrees that signature to the marketing agreement shall be deemed to all intents and purposes the same as signature to this organization agreement, all of which shall be irrevocable, except as provided in section 3 of this organization agreement and section 12 of the marketing agreement or the bylaws of the association, and he so agrees in order to induce other producers to sign agreements like this one for his benefit as well as for their own general benefit. If an association is formed without capital stock and is not to "Producer applies for membership in the association when duce other producers to sign agreements like this one for his If association is to be formed with capital stock and is to use a "Producer hereby agrees that his signature to the marketing If an association is to be formed with capital stock and is not to "Producer hereby agrees that his signature hereto shall be 7. Acceptance hereof shall be deemed conclusive upon the mailing, by the association, of a notice to that effect to Producer at his address noted below, and such mailing and notice shall be conclusively established by the affidavit of the secretary of the association. 8. Subject to the terms hereof, Producer agrees to be bound by the terms of the following marketing agreement, which, on the acceptance hereof by the association, may be used separate from this organization agreement. In those States which provide for the filing of record of marketing agreements, if desired, the following should be added at the end of the last sentence above: "and, upon demand of the Association when organized, to execute an agreement in like form and to acknowledge the same, if required, so as to entitle it to be filed of record." This paragraph and other provisions herein relative to marketing agreements should be included only in the case of marketing associations and if no marketing agreement is used provision should be made for dating and for the signature and address of the Producer following paragraph 7. Marketing Agreement This agreement between the Association, hereinafter called the "Association," and the undersigned, hereinafter called the "Producer," (1) The Association buys and the Producer sells to the Association (Insert in this and corresponding blank spaces the agricultural product or products to be handled) hereinafter referred to as "products," except those which the Producer reser for his own personal use, but not for sale, produced by or for him or acquir by him as landlord or lessor and the Producer agrees to deliver all s products at such place or places as the Association may direct. This agreem is intended by the parties to pass an absolute title to all such products as soon they have a potential existence but shall be at the risk of the Producer u delivery. The Association is authorized to exercise any powers conferred up it hereunder through any central agency of which this and any other simi associations are or may become members. (2) The Association agrees to make such advances to the Producer on su products delivered hereunder as in the discretion of its board of directors be justified by marketing conditions. (3) The Association agrees to sell, either in the natural or processed star such products, together with the products delivered by other producers, to pay over ratably the net amount received therefrom as payment in full the Producer, after making deductions to cover (a) advances, interest up advances, the cost of picking, gathering, harvesting, receiving, assembling, tra porting, handling, grading, packing, inspecting, processing, financing, adv tising, storing, insuring, selling, and marketing such products and produ derived therefrom; (b) organization, operating and maintenance expenses, ar for capital in a central agency; (c) revolving fund retains for the purpose building up such an amount of capital as may be deemed necessary by its bo of directors from time to time and for revolving such capital in the manner th may be provided in the bylaws of the Association of not to exceed percent of the gross sale price of such products and products derived therefrom The Association, within the discretion of its board of directors, is authorized establish from time to time, daily, weekly, monthly, or seasonal pools of agricultural products marketed by it of the same variety, grade, and quali and all producers having such products in a particular pool shall share ratab in the net amount received therefrom. (4) All products shall be delivered by the Producer at the earliest reasonabl time after harvesting at such places as the Association may direct, and with such identification at the Producer's expense as may be prescribed by the Association (5) Any loss that the Association may suffer on account of inferior or dan aged condition of products at delivery shall be charged against the Product individually. (6) The Producer further agrees that the Association or the central marketing agency, individually or jointly, shall have the power to borrow money for any purpose of the Association or the central marketing agency on the security the products delivered to the Association, the products derived therefrom, or any evidence of such products or byproducts or cash or accounts arising from the sale thereof; and to give a lien, either legal or equitable thereon, as the absolu owner thereof, and the Association or the central marketing agency may grade pool or commingle such products or products derived therefrom or any par thereof with other products or products derived therefrom of like grade and variety; and shall exercise all other rights of ownership without limitation. t would be impracticable and extremely difficult to determine the actual damige resulting to the Association should the Producer fail to deliver the products covered hereby, regardless of the cause of such failure, the Producer hereby igrees to pay to the Association for all products delivered or disposed of, by or or him, other than in accordance with the terms hereof, the sum of Excents per on all products, as liquidated damages for the breach of his agreement; all parties agreeing that this agreement is one of a series deDendent for its true value upon the adherence of each and all of the contracting barties to each and all of such agreements, but the cancellation of this agreement or the failure of the Producer to comply herewith shall not affect other imilar agreements. (8) If the Association brings any action whatsoever by reason of a breach or hreatened breach hereof, the Producer shall pay all costs of court, costs for bonds and otherwise, expenses of travel and all expenses arising out of or caused oy the litigation, and reasonable attorney fees expended or incurred by it in such proceedings and all such costs and expenses shall be included in the judgment. (9) It is agreed that the articles of incorporation and the bylaws, now or ereafter in effect, and this agreement constitute the entire agreement between the Association and the Producer. (10) The Association may enter into agreements with other producers differing in terms from those contained herein but consistent with the bylaws of the Association without invalidating this agreement, provided that the Producer at his request may sign a similar agreement as a substitute for this agreement. By signing this agreement the Producer, unless already a member, applies for membership in the Association and the signing hereof by the Assocation shall constitute an acceptance thereof. (11) The Association or the central agency shall establish or adopt standards for such products and shall make rules and regulations governing the handling and shipping thereof and shall provide inspectors or graders to grade the products; and the Producer agrees to be bound by such grading and to observe such rules and regulations. The Association or said central agency shall provide for the inspection of all products delivered hereunder, and if any such products are not in proper condition for sale they shall be prepared for sale at the expense of the Producer. (12) After this agreement shall have been in effect 2 years from the date of its acceptance by the Association, either party hereto may terminate it in any A year on the last day of the anniversary month in which this agreement was so accepted by notifying the other party in writing of this intention, such notice to be given between the first and fifteenth of the month immediately prior to the effective date of termination. If neither of the parties hereto terminates this agreement in any year, as aforesaid, it is hereby mutually agreed that this shall constitute conclusive evidence that the parties hereto have renewed this agreement for another year. (13) If there is a lien on any of the products delivered hereunder, the Producer authorizes the Association or central agency to pay the holder of said lien from the proceeds derived from the sale of such products before any payment is made to the Producer hereunder. (14) The parties agree that there are no oral or other conditions, promises, covenants, representations or inducements in addition to or at variance with 'If the association is to be formed with capital stock this sentence should be omitted. |