§ 80. Legislative findings. The legislature hereby finds and declares that it is the policy of this state to promote the creation of worker cooperatives. Worker cooperatives provide a means by which enterprises may be democratically controlled and operated by their own workers. It is expected that such cooperative ownership will result in increased job […]
§ 81. Definitions. As used in this article the following words shall, unless the context clearly requires otherwise, have the following meanings: 1. “Worker cooperative,” a corporation which has elected to be governed by the provisions of this article. 2. “Member,” a natural person who has been accepted in and owns a membership share issued […]
§ 82. Corporations organized under the business corporation law; election to be governed as worker cooperative. Any corporation organized under the business corporation law may elect to be governed as a worker cooperative under the provisions of this article, by so stating in its certificate of incorporation filed in accordance with article four of the […]
§ 83. Status as profit-making corporation. Notwithstanding any inconsistent provisions of this chapter, no worker cooperative shall be classed as a non-profit or not-for-profit corporation.
§ 84. Applicability of the business corporation law. 1. A corporation electing to be governed as a worker cooperative in accordance with section eighty-two of this article shall be governed by all provisions of the business corporation law, except as otherwise provided in this article. 2. Notwithstanding the provisions of paragraph (b) of subdivision (1) […]
§ 85. Applicability of the cooperative corporations law. Except where limited or excluded in this article, all provisions of this chapter shall apply to worker cooperatives. The following sections of the cooperative corporations law shall not apply to worker cooperatives: paragraph (e) of section three, section eleven, section twelve, section fifteen, section sixteen, section seventeen, […]
§ 86. Revocation of election. A worker cooperative may revoke its election under section eighty-two of this article by a vote of two-thirds of the members and through a certificate of amendment filed in accordance with article eight of the business corporation law.
§ 87. Corporate name. A worker cooperative shall include the word “cooperative”, “corporation”, “incorporated” or “limited” in its corporate name, or an abbreviation of one of such words, notwithstanding inconsistent provisions in this chapter or in article three of the business corporation law.
§ 88. Members; membership shares; fees; rights and responsibilities. 1. The certificate of incorporation or the by-laws shall establish qualifications and the method of acceptance and termination of members. Upon completion of his or her probationary period, all regular full-time or part-time employees shall be offered membership in the worker cooperative. Acceptance as a member […]
§ 89. Voting shares; by-laws; amendment of certificate of incorporation. 1. No capital stock other than membership shares shall be given voting power in a worker cooperative, except as otherwise provided in this article. 2. In accordance with section six hundred one of the business corporation law, the power to amend or repeal by-laws of […]
§ 90. Net retained proceeds or losses; distribution and payment. 1. The net retained proceeds or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the certificate of incorporation or by-laws shall specify. Net retained proceeds declared as patronage allocations with respect to a period of […]
§ 91. Directors; officers. 1. The by-laws of a worker cooperative shall provide for the election, terms, classifications, if any, and removal of directors and officers in accordance with the provisions of this chapter or the provisions of the business corporation law. 2. Non-members may serve as directors or officers of a worker cooperative but […]
§ 92. Internal capital accounts; recall or redemption of shares; interest; collective reserve account. 1. Any worker cooperative may establish through its certificate of incorporation or by-laws a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock and written notices of allocation. As […]
§ 93. Internal capital account cooperatives. 1. A worker cooperative may provide in its by-laws that it shall operate as an internal capital account cooperative. An internal account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in […]
§ 94. Conversion of membership shares and internal capital accounts upon revocation of election; consolidation or merger. When any worker cooperative revokes its election in accordance with section eighty-six of this article, an amendment of the certificate of incorporation shall provide for conversion of membership shares and internal capital accounts or their conversion to securities […]
