301:1 Definitions. – Terms used in this chapter have the following meaning: I. Agricultural products includes horticultural, viticultural, forestry, dairy, live stock, poultry, bee, and any farm products. II. Member includes actual members of associations without capital stock and holders of common stock in associations organized with capital stock. III. Association means any corporation […]
301:10 Adoption. – Each association shall, within 30 days after its organization, adopt for its government and management, a code of bylaws, not inconsistent with the powers granted hereby. A majority vote of the members or stockholders, or their written assent, is necessary to adopt such bylaws. Source. 1925, 33:8. PL 224:10. RL 273:10.
301:11 Subject Matter. – Each association may provide in its bylaws for any or all of the following matters: I. The time, place and manner of calling and conducting its meetings. II. The number of stockholders or members constituting a quorum. III. The right of members or stockholders to vote by representation or by […]
301:12 Regular. – In its bylaws each association shall provide for one or more regular meetings annually. Source. 1925, 33:9. PL 224:12. RL 273:12.
301:13 Special. – The board of directors shall have the right to call a special meeting at any time; and they shall call one upon the petition of not less than 10 percent of the members or stockholders, stating the specific business to be brought before the association. Source. 1925, 33:9. PL 224:13. RL […]
301:14 Notice. – Notice of each meeting, together with a statement of the purposes thereof, shall be mailed to each member at least 10 days prior to the meeting; provided, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal […]
301:15 Number; Qualifications. – The business of the association shall be managed by a board of not less than 5 directors, elected by the members or stockholders from their own number. Source. 1925, 33:10. PL 224:15. RL 273:15.
301:16 Election. – The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district, and in such case the bylaws shall specify the […]
301:17 Primaries. – The bylaws may provide that primary elections shall be held in each district, to elect the directors apportioned to such districts, and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be deemed the act of the association. Source. […]
301:18 Nonmember Directors. – The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations and need not be members or […]
301:19 Vacancies. – When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by districts, and in such a case the board of directors shall immediately […]
301:2 Incorporators. – Five or more persons, a majority of whom are residents of this state, engaged in the production of agricultural products, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this chapter. Source. 1925, 33:2. PL 224:2. RL 273:2.
301:20 Directors’ Contracts. – No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded each member or holder of common stock of the association or others, or upon terms differing from those generally current in […]
301:21 Executive Committee. – The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of that board. Source. 1925, 33:10. PL 224:21. RL 273:21.
301:22 Election; Powers. – The directors shall elect from their number a president and one or more vice-presidents. They shall also elect a secretary, who shall be the clerk of the corporation, and a treasurer, who need not be directors or members of the association; and they may combine the 2 latter offices and […]
301:23 Bonds. – Each officer, employee and agent handling funds or negotiable instruments or property of or for any association shall give to the association a bond, satisfactory to the board of directors, for the faithful performance of his duties and obligations. Source. 1925, 33:12. PL 224:23. RL 273:23.
301:24 Compensation. – An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee. The bylaws may provide that no director or officer shall occupy any position in the association, on regular salary or […]
301:25 Membership. – When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership. Source. 1925, 33:13. PL 224:25. RL 273:25.
301:26 Stock. – No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note; but such retention as security […]
301:27 Individual Liability. – No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory note given in payment therefor. Source. 1925, 33:13. PL 224:27. RL 273:27.
