§ 2-2-401. Title

This subchapter shall be referred to as the “Cooperative Marketing Act”.

§ 2-2-402. Purpose

The purpose of this subchapter is to: (1) Promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation and to eliminate speculation and waste; (2) Make the distribution of agricultural products as direct as can be efficiently done between producer and consumer; and (3) Stabilize the marketing problems of agricultural products.

§ 2-2-403. Definitions

(a) As used in this subchapter: (1) “Agricultural products” means horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm and ranch products; (2) “Association” means any corporation organized under this subchapter; (3) “Member” means actual members of associations without capital stock and holders of common stock in associations organized with capital stock; and (4) “Person” […]

§ 2-2-404. Who may organize

Five (5) or more persons engaged in the production of agricultural products may form a nonprofit cooperative association, with or without capital stock, under the provisions of this subchapter.

§ 2-2-405. Reasons for organizing

An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members or with the harvesting, preserving, drying, processing, canning, packing, ginning, compressing, storing, handling, shipping, or utilization thereof or the manufacturing or marketing of the by-products thereof; in connection with the manufacturing, […]

§ 2-2-406. Powers

Each association incorporated under this subchapter shall have the following powers to: (1) (A) Engage in any activity in connection with the marketing, selling, harvesting, preserving, drying, processing, canning, packing, ginning, compressing, storing, handling, or utilization of any agricultural products produced or delivered to it by its members; the manufacturing or marketing of the by-products […]

§ 2-2-407. Members

(a) Under the terms and conditions prescribed in its bylaws, an association may admit as members, or issue common stock only to, persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of agricultural products and any […]

§ 2-2-408. Articles of incorporation

(a) Each association formed under this subchapter must prepare and file articles of incorporation setting forth: (1) The name of the association; (2) The purposes for which it is formed; (3) The place where its principal business will be transacted; (4) The term for which it is to exist, not exceeding fifty (50) years; (5) […]

§ 2-2-409. Amendments to articles

(a) The articles of incorporation may be altered or amended at any regular meeting or at any special meeting called for that purpose. (b) Amendments to the articles of incorporation when so adopted shall be certified to by the president and secretary of the association and shall be filed with the Secretary of State.

§ 2-2-410. Filing fees

For filing articles of incorporation, an association organized under this subchapter shall pay five dollars ($5.00), and for filing an amendment to the articles, it shall pay two dollars and fifty cents ($2.50).

§ 2-2-411. Bylaws

(a) Within thirty (30) days after its incorporation, each association incorporated under this subchapter must adopt a code of bylaws, not inconsistent with the powers granted by this subchapter, for its government and management. (b) Each association under its bylaws may also provide for any or all of the following matters: (1) The time, place, […]

§ 2-2-413. Regular and special meetings

(a) In its bylaws, each association shall provide for one (1) or more regular meetings annually. (b) (1) The board of directors shall have the right to call a special meeting at any time, and ten percent (10%) of the members or stockholders may file a petition stating the specific business to be brought before […]

§ 2-2-414. Board of directors

(a) (1) The affairs of the association shall be managed by a board of not less than five (5) directors elected by the members or stockholders from their own number. (2) (A) (i) The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors […]

§ 2-2-415. Officers

(a) The board of directors shall elect from their number a president and one (1) or more vice presidents. (b) (1) They shall also elect a secretary and treasurer, who need not be directors, and they may combine the two (2) latter offices and designate the combined office as secretary-treasurer. (2) (A) The treasurer may […]

§ 2-2-416. Removal of officer or director

(a) (1) Any member may bring charges against an officer or director by filing the charges in writing with the secretary of the association, together with a petition signed by ten percent (10%) of the members, requesting the removal of the officer or director in question. (2) The removal shall be voted upon at the […]

§ 2-2-417. Certificates of membership or stock ownership

(a) When a member of an association established without capital stock has paid his or her membership fee in full, he or she shall receive a certificate of membership. (b) (1) (A) No association shall issue stock to a member until the stock has been fully paid for. (B) The promissory notes of the members […]

§ 2-2-418. Matters referred to entire membership

Upon demand of one-third (1/3) of the entire board of directors, any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting. A special meeting may be called for that purpose.

§ 2-2-419. Marketing contracts — Remedies

(a) (1) The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. […]

§ 2-2-420. Penalties for inducing breach of contract

Any person or corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association organized under this subchapter to breach his or her marketing contract with the association or who maliciously and knowingly spread false reports about the finances or management of the association shall be guilty of […]

§ 2-2-421. Exchange of shares for acquired interests

Whenever an association organized under this subchapter with preferred capital stock shall purchase the stock or any property or any interest in any property of any person, firm, corporation, or association, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to […]