Sec. 33-184. Object and place of business.
Sec. 33-185. Business of association managed by board of directors.
Sec. 33-186. First meeting. Bylaws.
Sec. 33-187. Capital stock; franchise tax.
Sec. 33-189. Termination of corporate existence on neglect to file annual reports.
Sec. 33-191. Issue of certificate of shares.
Sec. 33-192. Failure to file annual report or making of untrue report; penalty.
Sec. 33-193. Distribution of profits; sinking fund.
Sec. 33-183. Organization. Three or more persons of lawful age and inhabitants of this state, may, by written articles of association, 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 such duties, restrictions and liabilities may be limited or enlarged by this chapter.
(1949 Rev., S. 5293; 1967, P.A. 277, S. 1; P.A. 00-92, S. 8; P.A. 19-65, S. 1.)
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; P.A. 19-65 replaced “seven or more persons” with “three or more persons”, replaced “articles of agreement” with “articles of association” and made technical changes.
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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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 association, and it shall not do business in any other place or places than those mentioned in its articles.
(1949 Rev., S. 5294; P.A. 19-65, S. 2.)
History: P.A. 19-65 replaced “articles of agreement” with “articles of association”.
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Sec. 33-185. Business of association managed by board of directors. (a) Prior to October 1, 2019, 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. The terms of the members of the board serving on June 26, 2019, shall expire on September 30, 2019.
(b) On and after October 1, 2019, the business of the association shall be managed by a board of directors consisting of not fewer than three members of the association. The board of directors shall be elected annually by the member shareholders and shall hold office until a successor has been elected, except, when the bylaws of such association so prescribe, the board of directors may be divided into not more than three classes, one of which classes shall be elected annually, with each class to hold office for not more than six years. Such association may adopt bylaws concerning the appointment of other officers of the association and to implement the provisions of this section.
(1949 Rev., S. 5295; P.A. 19-65, S. 3.)
History: P.A. 19-65 designated existing provision as Subsec. (a) and amended same by adding “Prior to October 1, 2019,” and adding provision re terms of members of boards serving on June 26, 2019 to expire on September 30, 2019, and added Subsec. (b) re association to be managed by board of directors on and after October 1, 2019 and adoption of bylaws, effective June 26, 2019.
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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.
(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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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 fifty million dollars par value, and shall be subject to the same franchise tax as the capital stock of other corporations organized under the general laws, 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 member shareholders specially called for such purpose, but no shares shall be issued at less than their par value. Not later than 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 directors, to be recorded in the office of the Secretary of the State.
(1949 Rev., S. 5297; September, 1957, P.A. 5, S. 1; 1967, P.A. 277, S. 3; P.A. 85-78; P.A. 19-65, S. 4.)
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 $500,000 to $5,000,000; P.A. 19-65 replaced “five million dollars” with “fifty million dollars par value”, replaced “stockholders” with “member shareholders”, replaced “board of managers” with “board of directors” and made technical changes.
See Sec. 33-618 re franchise tax on stock corporations.
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Sec. 33-188. Annual reports. Not later than thirty days after the first meeting of the association, the board of directors 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 directors 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 annually thereafter, the board of directors shall prepare a report of the facts as they existed on the first day of March and such report shall be filed and recorded in the office of the Secretary of the State. Any statement provided for in this section shall be signed and sworn to by a majority of the board of directors.
(1949 Rev., S. 5298; 1967, P.A. 277, S. 4; P.A. 00-92, S. 9; P.A. 19-65, S. 5.)
History: 1967 act clarified provisions by adding detail re report procedure, for example, new provisions required preparation of report within 30 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; P.A. 19-65 replaced “board of managers” with “board of directors” and made technical changes.
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Sec. 33-189. Termination of corporate existence on neglect to file annual reports. Section 33-189 is repealed.
(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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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.
(1949 Rev., S. 5299.)
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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 directors. No person shall be allowed to become a shareholder in such association except by the consent of the directors.
(1949 Rev., S. 5300; P.A. 19-65, S. 6.)
History: P.A. 19-65 replaced “board of managers” with “board of directors”.
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Sec. 33-192. Failure to file annual report or making of untrue report; penalty. If the association fails to file the annual report required by section 33-188 or makes an untrue report, the association shall pay to the Secretary of the State fifty dollars for each such failure.
(1949 Rev., S. 5301; May Sp. Sess. P.A. 92-6, S. 89, 117; P.A. 19-65, S. 7.)
History: May Sp. Sess. P.A. 92-6 raised fee from $25 to $50; P.A. 19-65 deleted former provision re liability of board of managers for failing to make return or making untrue return and added provision re $50 penalty against the association for failing to file annual report or making untrue report.
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Sec. 33-193. Distribution of profits; sinking fund. There shall be a distribution of the profits or surplus of an association among the member shareholders as is prescribed by the association's bylaws. The board of directors of an association may declare a sum of not more than forty per cent of the net profits or surplus to be appropriated for a contingent or sinking fund, an unallocated reserve fund or a collective account as may be prescribed in the association's bylaws.
(1949 Rev., S. 5302; P.A. 19-65, S. 8.)
History: P.A. 19-65 replaced “earnings” with “surplus”, replaced former provision re distribution of profits or earnings with provision re the authority of board of directors of an association to appropriate portion of the net profits or surplus and made technical changes.
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