§ 43-38-901. Allocation of Profits and Losses
The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the […]
§ 43-38-902. Creation and Maintance of a Capital Reserve — Distribution of Net Income
A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. In addition to a capital reserve, the board may, for patron membership interests: Set aside an amount not to exceed five percent (5%) of the annual net […]
§ 43-38-903. Limitations on Distribution
No distribution may be made by a cooperative if, after giving effect to the distribution: The cooperative would not be able to pay its debts as they became due in the normal course of business; or The cooperative’s total assets would be less than the sum of its total liabilities, plus, unless the articles or […]
§ 43-38-807. Payment of Fair Value of Dissenter’s Membership Interest
Except as provided in § 43-38-809, as soon as the proposed cooperative action is effectuated, or upon receipt of a payment demand, whichever is later, the cooperative shall pay each dissenter who complied with § 43-38-806 the amount the cooperative estimates to be the fair value of the dissenter’s membership interest, plus accrued interest. The […]
§ 43-38-808. Failure to Take Action
If the cooperative does not effectuate the proposed action that gave rise to the dissenter’s rights within two (2) months after the date set for demanding payment, the cooperative must send a new dissenter’s notice under § 43-38-804 and repeat the payment demand procedure if it effectuates the proposed action.
§ 43-38-809. After-Acquired Shares
A cooperative may elect to withhold payment required by § 43-38-807 from a dissenter unless the dissenter was a member before the date set forth in the dissenters’ notice as of the date of the first announcement to news media or to members of the principal terms of the proposed cooperative action. To the extent […]
§ 43-38-810. Procedure if Dissenter Dissatisfied With Payment or Offer
A dissenter may notify the cooperative in writing of the dissenter’s own estimate of the fair value of the dissenter’s membership interest and amount of interest due, and demand payment of the dissenter’s estimate, less any payment under § 43-38-807, or reject the cooperative offer under § 43-38-809 and demand payment of the fair value […]
§ 43-38-702. Complaint
A complaint in a proceeding brought in the name of a cooperative must allege with particularity the demand made, if any, to obtain action by the board of directors or officers, and either that the demand was refused or ignored, or why the member did not make a demand.
§ 43-38-703. Court Approval Needed to Discontinue or Settle a Proceeding
A proceeding commenced under this part may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the cooperative or a class of members and holders of financial rights, the court shall direct that notice be given the members and […]
§ 43-38-704. Expenses
On termination of the proceeding the court may require the plaintiff to pay the defendant’s reasonable expenses, including counsel fees, incurred in defending the proceeding, if it finds that the proceeding was commenced without reasonable cause. If a derivative action is successful in whole or in part, or if anything is received by the plaintiff […]