CHAPTER 596*
COOPERATIVE MARKETING CORPORATIONS

      Sec. 33-194. Definition. "Agriculture", as used in this chapter, includes horticulture, viticulture, forestry, dairying, the raising of livestock or poultry and any other farming activity or business, unless another meaning is clearly apparent from the language or context.

      (1949 Rev., S. 5303.)

      Sec. 33-195. Formation of corporation. Three or more persons engaged in agriculture may form a corporation without capital stock for the purpose of marketing, buying, selling, treating, dealing in, handling or manufacturing agricultural products or by-products; the purchase of and selling or supplying to its members of surplus materials, including federal materials, machinery and demountable housing units, or other machinery, equipment or supplies; and the procuring of insurance for its members. Any such corporation may finance any of its activities, and shall be conducted upon a cooperative basis without profit to the corporation itself. Any corporation organized and legally existing prior to October 1, 1945, by virtue of the provisions of this chapter may, by a vote as required by its charter and bylaws and the laws of the state, amend its certificate of incorporation for the purpose of exercising the powers and provisions of this chapter relating to the purchase and selling or supplying to its members of surplus materials, including federal materials, machinery and demountable housing units, or other machinery, equipment or supplies.

      (1949 Rev., S. 5304.)

      Sec. 33-196. Name and location. Each such corporation shall be subject to the general corporation laws as to name and location, except that in lieu of the word "company" or "corporation" in its name any such corporation may use the word "association".

      (1949 Rev., S. 5305.)

      See Sec. 33-1045 et seq. re corporate name provisions for nonstock corporations.

      Sec. 33-197. Certificate of incorporation. Section 33-197 is repealed, provided the repeal of said section shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of said section prior to January 1, 1961.

      (1949 Rev., S. 5306; 1959, P.A. 617, S. 113.)

      Sec. 33-198. Evidence of corporate existence. The provisions of subsection (b) of section 33-637 shall apply to any corporation formed under this chapter.

      (1949 Rev., S. 5307; P.A. 96-271, S. 167, 254.)

      History: P.A. 96-271 replaced reference to Sec. 33-289 with Sec. 33-637, effective January 1, 1997.

      Sec. 33-199. Powers. When its certificate of incorporation has been approved and recorded, the corporation shall have all powers conferred upon corporations by section 33-647 and shall have the same power to mortgage or pledge its real and personal estate and to issue promissory notes or other evidences of indebtedness as have corporations having capital stock. Any such corporation may purchase or otherwise acquire, hold, own, 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 association or corporation engaged in the warehousing, handling or marketing of any of the products handled by the corporation; establish reserves and invest the funds thereof in such manner as it deems advisable or as may be provided in the bylaws; and exercise all powers, rights and privileges necessary or incidental to the purposes for which the corporation is formed or to the activities in which it is engaged.

      (1949 Rev., S. 5308; P.A. 96-271, S. 168, 254.)

      History: P.A. 96-271 replaced reference to Sec. 33-291 with Sec. 33-647, effective January 1, 1997.

      Assessment on members for financing surplus milk held within statutory authority of milk producers association. 122 C. 482.

      Secs. 33-200 to 33-204. Sections 33-200 to 33-204, inclusive, are repealed, provided the repeal of any of said sections shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such section prior to January 1, 1961.

      (1949 Rev., S. 5309-5313; 1959, P.A. 617, S. 113.)

      Sec. 33-205. Members. Any such corporation may admit as members only persons engaged in the production of agricultural products, including the lessees or tenants of land used for the production of such products, and any lessors or landlords who receive as rent all or any part of such products raised on the leased premises. If a member is other than a natural person, it may be represented by any of its officers, members or representatives, authorized in writing. Any corporation organized under this chapter may admit as members similar corporations organized under this chapter or chapter 595 or the laws of any other state and any such corporation may become a member of any other similar corporation organized under this chapter or chapter 595 or the laws of any other state.

      (1949 Rev., S. 5314; 1967, P.A. 148, S. 1.)

      History: 1967 act authorized recognition of corporations organized under laws of any other state.

      Sec. 33-206. Merger of cooperative associations and cooperative marketing corporations. Agricultural cooperative associations and cooperative marketing corporations incorporated or organized under any statute of this state may merge or consolidate with any other similar corporation or association organized under the laws of this or any other state. Any such merger or consolidation may be effected in accordance with the general provisions of law providing for the merger or consolidation of other corporations so far as applicable, in a manner reasonably analogous to that set forth in such provisions. The effect and the rights, duties and liabilities arising from any such merger or consolidation shall be the same as that arising from a merger or consolidation of other corporations.

      (1949 Rev., S. 5315; 1967, P.A. 148, S. 2.)

      History: 1967 act authorized merger or consolidation with similar corporations organized under laws of any other state and deleted provision whereby members take action as is required of stockholders in effecting merger or consolidation and specified that value of stock of dissenting member considered equivalent to the amount he would have received on distribution of assets if association or corporation had been dissolved.

      See Sec. 33-1155 et seq. re merger of nonstock corporations.

      Sec. 33-207. Report: Statement of enrolled members. Corporations organized and transacting business under the provisions of this chapter shall, in addition to the statements required by section 33-1243, include a statement as to the number of enrolled members in such corporation.

      (1949 Rev., S. 5316; 1959, P.A. 617, S. 112; P.A. 96-256, S. 189, 209.)

      History: 1959 act substituted reference to Sec. 33-435 for reference to Sec. 33-148, repealed by same act; P.A. 96-256 replaced reference to Sec. 33-435 with Sec. 33-1243, effective January 1, 1997.

      Secs. 33-208 to 33-210. Sections 33-208 to 33-210, inclusive, are repealed, provided the repeal of any of said sections shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such section prior to January 1, 1961.

      (1949 Rev., S. 5317-5319; 1959, P.A. 617, S. 113.)

      Sec. 33-211. Changes in certificate of incorporation. Any such corporation may at any time amend its certificate of incorporation by a three-fourths vote of its members present and voting at a meeting of the corporation called to consider such amendment or, if the vote upon such amendment is by mail, by a three-fourths vote of those members who have returned ballots, and shall cause a certificate, attested by its president and secretary, setting forth the fact that such vote has been passed and stating the subject matter of such amendment, to be filed, approved and recorded in the same manner as the original certificate of incorporation.

      (1949 Rev., S. 5320.)

      Sec. 33-212. Marketing contract. Any such corporation may enter into marketing contracts with its members requiring the members to sell for any period of time, not over ten years, all or any part of their agricultural products or commodities exclusively to or through the corporation or any agency designated by the corporation. If such contract provides for a sale to the corporation, title to such products shall pass absolutely, except for recorded liens, to the corporation on delivery or, if expressly so agreed in such contract, at any time specified therein. Any such contract may provide for sale by the corporation with or without taking title to such property, and may provide that the corporation shall pay to the member the resale price after the deduction of necessary expenses, including interest or dividends on stock of any subsidiary corporation formed to enable the corporation to carry out its purposes, reserves for retiring or redeeming any such stock and any other necessary reserves or deductions.

      (1949 Rev., S. 5321.)

      See note to Sec. 33-199.

      Sec. 33-213. Remedies for breach of contract. The bylaws of any such corporation, or such marketing contract, may fix as liquidated damages specific sums to be paid by any member upon the breach of any provision of such marketing contract, and such liquidated damages shall be valid and enforceable in the courts of this state; and any such corporation shall be entitled to a preliminary or permanent injunction against any member for any breach or threatened breach of the provisions of such marketing contract as to sale or delivery of products, and to a decree of specific performance thereof, provided no preliminary or temporary injunction shall be issued without bond, except for cause shown. In any action by the corporation against any member upon a marketing contract, if such member is a land owner, landlord or lessor, it shall be prima facie presumed that he is able to control the delivery of the products of his land produced by tenants or others if the tenancy has been created or changed or if the work or possession of such tenants or others has begun after the land owner, landlord or lessor executed his marketing agreement; and in any such action the foregoing remedies for nondelivery or breach shall lie and be enforceable against such land owner, landlord or lessor.

      (1949 Rev., S. 5322.)

      Sec. 33-214. Interest in other corporations. Any such corporation may organize, control or own stock in any other corporation engaged in treating, dealing with, handling, manufacturing, marketing or selling the agricultural products handled by such corporation or the by-products thereof.

      (1949 Rev., S. 5323.)

      Sec. 33-215. Receivership. Dissolution. Any such corporation shall be subject to the provisions of the general corporation law with reference to receiverships, provided no application for a receivership of any corporation organized under this chapter shall be brought by less than one-twentieth in number of the members of such corporation. Any such corporation shall be subject to the same provisions as to voluntary dissolution as are other corporations without capital stock.

      (1949 Rev., S. 5324.)

      See chapter 602, part XI re dissolution and winding up of nonstock corporations.

      Sec. 33-216. Franchise fee. Upon the filing with the Secretary of the State of the certificate of incorporation or an amended certificate, the corporation shall pay to the secretary a franchise fee of fifty dollars, except that, where the certificate of incorporation or amendment specifically limits the business to be done by the corporation to the purchase and selling or supplying to its members of surplus materials, including federal materials, machinery and demountable housing units or other machinery, equipment or supplies, the franchise fee payable by such corporation to said secretary shall be twenty dollars.

      (1949 Rev., S. 5325.)

      Sec. 33-217. Annual license fee. Any such corporation shall pay, during January of each year, to the Secretary of the State, a license fee of fifty dollars. If such fee is not paid on or before February first, a penalty of fifty dollars shall be added thereto, and such fee, together with such penalty, shall thereafter bear interest at the rate of nine per cent per annum. The Attorney General shall have power to collect such fee, penalty and interest thereon in the same manner as provided in section 12-28; provided the Attorney General may, upon such terms as he may prescribe, remit, either in whole or in part, the amount of such fees, penalty and interest thereon, when, in his opinion, it would be inequitable to enforce collection thereof.

      (1949 Rev., S. 5326; May Sp. Sess. P.A. 92-6, S. 90, 117.)

      History: May Sp. Sess. P.A. 92-6 changed license fee from $5 per each 100 members to a flat $50 and raised penalty from $10 to $50.