Table of Contents Sec. 33-183. Organization. Seven or more persons of lawful age, inhabitants of
this state, may, by written articles of agreement, associate themselves together for the
purposes of trade or for carrying on any lawful mercantile, mechanical, manufacturing
or agricultural business within this state, and, when such articles of association have
been executed and filed in the office of the Secretary of the State, the franchise tax
provided by section 33-187 paid to, and such articles of association approved by, said
secretary, such persons shall become a corporation and enjoy all the powers and privileges and be subject to all the duties, restrictions and liabilities of other corporations,
except so far as the same may be limited or enlarged by this chapter. Sec. 33-184. Object and place of business. The objects for which such association
is established, and the place within which its business is to be carried on, shall be distinctly set forth in its articles of agreement, and it shall not do business in any other
place or places than those mentioned in its articles. Sec. 33-185. Management. The business of the association shall be managed by
not fewer than seven members, who shall be styled a board of managers, shall be chosen
annually by the stockholders and shall hold their offices until others are chosen and have
qualified in their stead, except that when the bylaws of such association so prescribe, the
board of managers may be divided into not more than three classes, each class to hold
office for not more than three years, one of which classes shall be elected annually. Such
association shall have such other officers appointed as its bylaws prescribe. Sec. 33-186. First meeting. Bylaws. Any two of the persons associated may call
the first meeting of such association, at such time and place as they may appoint, by
notice in any newspaper published in the county in which such association is to be
established, at least fifteen days before the time appointed; but such notice may be
waived by a writing signed by all of the persons so associated, specifying the time and
place for said meeting, and recorded at length upon the records of the association. Such
association may make its own bylaws. Sec. 33-187. Capital stock; franchise tax. The amount of capital stock of any
cooperative association organized under the provisions of this chapter shall be fixed by
its articles of association at a sum not exceeding five million dollars, and shall be subject
to the same franchise tax as the capital stock of other corporations organized under the
general law, which tax shall be paid to the Secretary of the State. The association may
increase or diminish the amount and number of shares of such stock at any meeting of
the stockholders specially called for such purpose, but no shares shall be issued at less
than their par value. Within five days after the passage of any vote increasing or diminishing such stock, such association shall cause a certificate setting forth such vote, signed
by a majority of the board of managers, to be recorded in the office of the Secretary of
the State. Sec. 33-188. Annual reports. Not later than thirty days after the first meeting of
the association, the board of managers shall prepare a report, setting forth the name of
the association, the principal office of the association, the names of the respective business and residence addresses of the board of managers and officers of the association,
the amount of capital stock, the par value of the shares, and the number of shares issued,
together with a statement that such shares are fully paid or, if not fully paid, a statement
of the amount payable in respect thereof, which report shall be filed and recorded in the
office of the Secretary of the State. On or before the tenth day of March in each year
thereafter, the board of managers shall prepare a like report of the same facts as they
existed on the first day of such March and the same shall be filed and recorded in the
office of the Secretary of the State. All the statements provided for in this section shall
be signed and sworn to by a majority of the board of managers. Sec. 33-189. Termination of corporate existence on neglect to file annual reports. Section 33-189 is repealed. Sec. 33-190. Voting power. No member of any such cooperative association shall
be entitled to more than one vote upon any subject, at any meeting of such association. Sec. 33-191. Issue of certificate of shares. No certificate of shares shall be issued
to any person until the full amount thereof has been paid in cash, and no shareholder
shall receive less than the par value of any share when disposing of the same to the
board of managers. No person shall be allowed to become a shareholder in such association except by the consent of the managers. Sec. 33-192. Failure to make return; penalty. If the board of managers fails to
make any return required by this chapter or makes an untrue return, the members thereof
shall be jointly and severally liable for all debts existing at the date of such return or at
the time when the return should have been made, and such association shall forfeit to
the state fifty dollars for each failure.
Sec. 33-183. Organization.
Sec. 33-184. Object and place of business.
Sec. 33-185. Management.
Sec. 33-186. First meeting. Bylaws.
Sec. 33-187. Capital stock; franchise tax.
Sec. 33-188. Annual reports.
Sec. 33-189. Termination of corporate existence on neglect to file annual reports.
Sec. 33-190. Voting power.
Sec. 33-191. Issue of certificate of shares.
Sec. 33-192. Failure to make return; penalty.
Sec. 33-193. Distribution of profits; sinking fund.
(1949 Rev., S. 5293; 1967, P.A. 277, S. 1; P.A. 00-92, S. 8.)
History: 1967 act required that copy of articles of association be filed in town in which association's principal office
is located rather than in town where business is to be carried on; P.A. 00-92 deleted requirement that certified copy of
articles of association be filed and recorded in the office of the town clerk in the town where the association's principal
office is located.
See Sec. 33-205 re admission of members in cooperative marketing corporations.
See Sec. 33-206 re merger of cooperative association and cooperative marketing corporation.
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(1949 Rev., S. 5294.)
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(1949 Rev., S. 5295.)
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(1949 Rev., S. 5296; 1967, P.A. 277, S. 2.)
History: 1967 act deleted requirement that copy of bylaws be filed in town clerk's office of town where association
transacts its business.
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(1949 Rev., S. 5297; September, 1957, P.A. 5, S. 1; 1967, P.A. 277, S. 3; P.A. 85-78.)
History: 1967 act deleted requirement that certificate of vote to increase or diminish stock be filed in town clerk's office
of town where association's business is carried on; P.A. 85-78 increased limit on value of capital stock of cooperative
association from five hundred thousand to five million dollars.
See Sec. 33-618 re franchise tax on stock corporations.
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(1949 Rev., S. 5298; 1967, P.A. 277, S. 4; P.A. 00-92, S. 9.)
History: 1967 act clarified provisions by adding detail re report procedure, for example, new provisions required
preparation of report within thirty days after first meeting rather than "when the association has organized"; P.A. 00-92
substituted "not later than" for "within" in reference to the time within which the managers shall prepare a report and
deleted requirement that reports be filed with the office of the town clerk of the town where the association's principal
office is located.
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(1953, S. 2602d; 1967, P.A. 277, S. 5; May Sp. Sess. P.A. 92-6, S. 88, 117; P.A. 95-252, S. 35.)
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(1949 Rev., S. 5299.)
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(1949 Rev., S. 5300.)
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(1949 Rev., S. 5301; May Sp. Sess. P.A. 92-6, S. 89, 117.)
History: May Sp. Sess. P.A. 92-6 raised fee from twenty-five to fifty dollars.
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