UNITED STATES.

CONNECTICUT.*

1. Seven or more persons, of lawful age, inhabitants of the State, may, by written articles of agreement, associate themselves together for the purposes of trade, or for carrying on any lawful mercantile, mechanical, manufacturing or agricultural business within the State, and when such articles of association shall have been executed, and recorded in the office of the town clerk, in the town in which the business is to be carried on, such persons shall be and become a corporation, and enjoy all the powers and privileges, and be subject to all the duties, restrictions and liabilities set forth in all general laws, in relation to similar corporations, except so far as the same may be limited or enlarged by this act.

2. 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 agreement, and it shall not do business in any other place or places than those mentioned in its articles.

3. The business of the association shall be managed and conducted by a president, a board of not less than five directors, and a treasurer, which shall be styled a board of managers, and who shall be chosen annually by the stockholders, and shall hold their offices until others are chosen and qualified in their stead, and such association shall have such other officers as it shall prescribe by its by-laws, and the mode of appointment and choice of such officers shall also be prescribed by the by-laws.

4. The first meeting of such association shall be called in the manner provided for calling the first meeting of joint stock corporations by Section 1,945 General Laws. Such association may make its own by-laws, provided they be not repugnant to this

Act in relation to co-operative associations (1875). See Tittle 28, ch. 118, §§ 1895-1904, Gen. Statutes. This is a transcript of the original Minnesota Act of 1870.

By two of the incorporators by notice in county newspaper, at least fifteen days before the time appointed. Such notice may be waived by written consent of all subscribers to capital stock.

chapter nor to the laws of the State, and shall file in the town. clerk's office of the town where they transact their business, a copy of all by-laws by them made.

56. The amount of capital stock of such association shall be fixed and limited by its articles of association, at any sum not exceeding fifty thousand dollars. The association may increase or diminish its amount and its number of shares at any meeting of the stockholders, especially called for that purpose, and within five days after the passage of any vote increasing or diminishing the capital stock, shall cause such vote to be recorded in the town clerk's office of the town where its business is carried on, but no share shall be issued for less than its par value.

6. When the association shall have organized, it shall be the duty of the board of managers to prepare a statement of the condition of the association, containing the amount of the capital stock, the par value of the shares, the number of shares issued, the names and residences of the shareholders, and the number of shares owned by each, and the same shall be filed and recorded in the office of the town clerk of the town in which the association proposes to do business; and on or before the tenth day of March in each year thereafter, the board of managers shall prepare a like statement of the same facts as they existed on the first day of March, with a statement of the kind and amount of the property of the association on that day, and of all its debts and liabilities of every kind, and the same shall be filed and recorded in the office of the town clerk of each town in which the association does business, and shall also be filed in the office of the Secretary of State. All the statements provided fo in this section shall be signed and sworn to by a majority of the board of managers.

7. Such association may take, hold and convey such real and

personal estate as is necessary for the purposes of its organization, and may sue and be sued in its associate name; and no member thereof shall be entitled to hold or claim any interest therein exceeding the sum of one thousand dollars, nor shall any member upon any subject be entitled to more than one

vote.

8. No certificate of shares shall be issued to any person until the full amount thereof shall have been paid in cash, and no share.

holder shall receive less than the par value of any share when disposing of the same to the board of managers. No person shall be allowed to become a shareholder in such association except by the consent of the managers of the same.

9. If the board of mangers shall fail to make the returns provided for in this chapter, or shall make untrue returns, they shall be jointly and severally liable for all debts existing at the date of such return, or at the time when the same should have been made.

10. There shall be such distribution of the profits or earnings of the association among the shareholders as shall be prescribed by the by-laws; provided, that no distribution shall be declared and paid until a sum equal to ten per cent. of the net profits shall be appropriated for a contingent or sinking fund, and until there shall have been thereby accumulated a sum equal to twenty per cent. of such capital stock.

KANSAS.*

1. Twenty or more persons may organize and incorporate a co-operative society and company in the manner and form provided by law in other cases, for the purpose and to the end of more successfully promoting and conducting any industrial pursuit.

2. Every such society or company when so organized shall enjoy all the rights, privileges and powers conferred by law on other chartered or incorporated companies in this State.

3. The shareholders in any such society or company shall each have but one vote in all matters pertaining to the business of such society or company, without regard to the number of shares owned. Sections 1,068, 1,070 and 1,071 compiled laws of 1879, provides respecting corporations generally:

1. A charter must be prepared setting forth: (1) The name of the corporation; (2) The purpose for which it is formed; (3) The place or places where its business is to be transacted; (4) The time for which it is to exist; (5) The number of its directors or trustees, and the names and residences of those who are appointed for the first

An act to encourage co-operative societies.

Laws 1887, p. 171 (Ch. 116).

year; and, (6) The amount of its capital stock, if any, and the number of shares into which it is divided.

2. The charter of an intended company must be subscribed by five or more persons, three of whom, at least, must be citizens of this State, and must be acknowledged by them before an officer duly authorized to take acknowledgements of deeds.

3. Such charter shall thereupon be filed in the office of the Secretary of State, who shall record the same at length in a book kept for that purpose.

Section 1, Chapter 117, Laws of 1887, provides that

Any corporation may increase its capital stock to any amount, not exceeding three times the amount of its authorized capital, by a vote of the stockholders in conformity with the by-laws thereof; or such a corporation may increase its capital stock to any amount by a vote of the stockholders in conformity with the by-laws thereof, by an actual bona fide additional paid-up cash subscription thereto, equal to the amount of such increase; and if the majority of the stockholders shall vote for the increase of stock, the same may be increased by the board of directors, trustees or other business managers of such corporation; and upon such increase being made in accordance with the by-laws, the date and amount of such increase shall be certified to the secretary of state by the directors or trustees, and from the time such certificate is filed, the increase of stock shall become a part of the capital thereof; provided, that co-operative associations organized under the provisions of this act may, in the manner hereinafter provided, further increase their capital stock to any amount not exceeding one hundred thousand dollars. Section 1073 of Compiled Laws (1879) provides:

Every corporation, as such, has power, (1) to have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years; (2) maintain and depend judicial proceedings; (3) to make and use a common seal, and alter the same at pleasure; (4) to hold, purchase, mortgage or otherwise convey such real and personal estate as the purposes of the corporation shall require, and also to take hold and convey such other property, real, personal or mixed, as shall be requisite for such corporation to require, in order to obtain or secure the payment of any indebtedness or liability due to or belonging to the corporation;

(5) to appoint and remove such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation; (6) to make by-laws not inconsistent with existing laws for the management of its property, the regulation of its affairs and transfer of its stock; (7) to enter into any obligation or contract essential to the transaction of its ordinary affairs; (8) to increase or diminish by a vote of its stockholders, cast as its bylaws may direct, the number of its directors or trustees, to be not less than three nor more than twenty-four, and may in like manner change its corporate name, without in any way affecting its rights, privileges or liabilities.

MASSACHUSETTS.*

1. Any such number of persons as is herein provided, who associate themselves together by such an agreement as is herein described, with the intention of forming a corporation for any purpose herein specified, upon duly filing a certificate of organization, shall be and remain a corporation :

2. For the purpose of carrying on any mechanical, mining, or manufacturing business (except that of distilling or manufacturing intoxicating liquors), cutting, storing, and selling ice, in carrying on any agricultural, horticultural, or quarrying business, or of printing and publishing newspapers, periodicals, books, or engravings, and of co-operative trade. Seven or more persons may associate themselves, with a capital of not less than one thousand nor more than one hundred thousand dollars.

3. Such agreement shall set forth the fact that the subscribers thereto associate themselves together with the intention of forming a corporation, the corporate name assumed, the purpose for which it is formed, the town or city, which shall be in this commonwealth, in which it is established or located, the amount of its capital stock and the par value and number of its shares.

4. Any corporate name may be assumed which indicates that it is a corporation, and which is not in use by an existing corporation

Public Statutes (1882), chap. 106, §§ 6-9, 16-21, 31, 34, 38, 72, 73; chap. 171, § 34. The sections quoted are portions of the general corporations act passed in 1870. Special charters have also been granted by the legislature.