or company; and the name assumed shall be changed only by an act of the general court. The words "corporations" shall form a part of the same.

5. The first meeting shall be called by a notice signed by one or more subscribers to the agreement, at which an organization shall be effected. The president, treasurer and a majority of the directors shall forthwith make, sign and swear to a certificate, setting forth a true copy of the agreement of association, with the names of the subscribers thereto, the date of the first meeting, etc. Such certificate, after approval by the commissioner of corporations, shall be filed in the office of the Secretary of State.

6. Every such corporation shall distribute its profits or earnings among its workmen, purchasers and stockholders, at such times and in such manner as shall be prescribed by its by-laws, and as often at least as once in twelve months; but no distribution shall be made until at least ten per cent. of the net profits has been appropriated to a contingent or sinking fund, until there has accumulated a sum equal to thirty per cent. in excess of the capital stock.

7. No person shall hold shares in any co-operative association to an amount exceeding one thousand dollars at their par value, nor shall any stockholder be entitled to more than one vote upon any subject.

8. The par value of any such corporation may be one hundred dollars or any sum fixed in its articles of association, and any such corporation at a meeting of the stockholders, called for the purpose, may change the par value of its shares; provided that a certificate. of such change shall within ten days thereafter, duly signed and sworn by its officers, be filed with the Secretary of State.

9. Every corporation, at a meeting called for the purpose, may increase or reduce the amount of its capital stock and the number of shares therein, within the limitations provided.

10. When a co-operative association increases its capital stock, the new shares may be sold or issued in such manner as the stockholders may by vote direct, but not for a less amount than the par value thereof.

II. Shares in co-operative associations, not exceeding twenty dollars in value in the aggregate shall be exempted from attachment for debt.

MINNESOTA.*

The Connecticut Statute, already quoted, is a transcript of the original act of 1870. Section 6 was repealed in 1881, and the following new section added:

If any person shall recover judgment against any association created under the provisions of this act, and if, after the issue of execution upon such judgment, demand shall be made on the treasurer, or any of the board of managers, for payment of the same, or for property to be exposed to satisfy such execution, and if the same shall not be paid or satisfied, the officer shall make return of such fact upon the execution, or upon any alias execution that may issue, so long as any part thereof remains unsatisfied; and, if after thirty days shall have elapsed, the balance of such execution remains unpaid, the creditor may apply to the Supreme judicial court, setting forth the facts and praying for an injunction to restrain such association from alienating or transferring any of its property, and doing any business until such judgment is satisfied, and the said court shall grant such injunction; or the judgment creditor may apply to the district court in the county in which such an association has a place of business, setting forth the facts, and after due notice and hearing thereupon, a warrant shall issue under the law in relation to insolvent corporations; and proceedings shall be had as in other cases of insolvent corporations; and said association may at any time apply for the benefit of the acts in regard to insolvent corporations.

NEW JERSEY.†

I. That it shall be lawful for any number of persons, not less than seven, residents in this state, to associate themselves into a society for the purpose of carrying on any lawful mechanical, mining, manufacturing or trading business, or for the purpose of trading and

* General Statutes (1878), chapter 34, sections 155-165: Act in relation to co-operative associations, March 4, 1870. Section 6 was repealed in 1881.

An Act to provide for approved March 10, 1884.

the formation and regulation of co-operative societies of workingmen, This supercedes the act of 1881.

dealing in goods, wares and merchandise or chattels, or for the purpose of buying, selling, settling, owning, leasing and improving real estate and erecting buildings thereon, within this state, upon making and filing a certificate of association, in writing, in manner hereinafter mentioned, and as such shall be deemed to be a corporation, and to possess all powers incident thereto.

2. That such certificate of association shall set forth :

I. The name assumed to designate such society and to be used in its business and dealings, which name shall have the word "cooperative" as a distinguishing part thereof, but shall in no respect be similar to that of any other society organized under this act;

II. The place or places in this state where the business of such society is to be conducted, and the location of the principal office of the same;

III. The objects for which the society shall be formed;

IV. The total amount of capital stock of such society, the number of shares into which the same is divided, the par value of each share, the manner in which the installment on the shares shall be paid, the number of shares subscribed, and the amount actually paid in cash on account of the same;

V. The terms of the admission of members;

VI. Mode of application of profits;

VII. The mode of altering or amending the certificate of association and the by-laws of the society.

3. That the said certificate of association shall be signed by the persons originally associating themselves together, and shall be proved or acknowledged by at least seven of them before an officer qualified to make acknowledgements of deeds of real estate, and after being approved by the chief of the bureau statistics of labor and industries, shall be recorded in the office of the clerk of the county where the principal office or place of business of such society shall be established, and a copy of such certificate shall be filed in the office of the chief of the bureau of statistics of labor and industries.

4. That the business of every such society shall be managed and conducted by a board of not less than five directors, who shall respectively be members of said society and shall be annually elected at such time and place as shall be provided in the by-laws of the

society, and one of such directors shall be chosen president and one of them shall be chosen treasurer, and such directors and officers shall hold their respective offices until their successors are duly qualified; and that such society shall also have a secretary and such other officers, agents and factors as may be necessary to carry on its business, and shall choose them in the manner prescribed by the by-laws thereof.

5. That the first meeting of such society shall be called by a notice signed by a majority of the persons named in the certificate of association, and designating the time, place and purpose of the meeting, and shall be personally served on all the persons signing said certificate, or by advertisement in a newspaper published in the county where such society shall have been incorporated, if such personal service cannot be made; and at such meeting so called, or at any adjourned meeting thereof, a majority of the persons so signing shall constitute a quorum for the transaction of business, and shall have power to elect the directors and other officers provided for in section fourth (4) of this act, who shall serve until their successors duly qualify, and to adopt by-laws, rules and regulations for the government of such society.

6. That the by laws of such society shall provide:

I. For an annual meeting of the members thereof, and such other regular and special meetings as may be deemed desirable, the number of members necessary to constitute a quorum for the transaction of business, and the right of voting at the same;

II. For the election of directors and other officers, agents and factors, and their respective powers and duties;

III. For the limitation of the amount of such real and personal estate as the purposes of the society shall require;

IV. Whether the shares, or any number of them, shall be transferable, and in case it be determined that the same shall be transferable, provision for their transfer and registration, and the consent of the board of directors to the same; and in case it shall be determined that the shares shall not be transferable, provision for paying to members the balance due to them on withdrawal, or of paying nominees in cases hereinafter mentioned;

V. How members may withdraw from the society;

VI. Whether and by what authority any part of the capital may

be invested in or on security of another society through which its products are disposed of or its supplies secured;

VII. Whether and to what extent credit in its business transactions may be given or taken;

VIII. In what sum and with what sureties the treasurer and other fiduciary officers or agents shall give bonds for the faithful performance of their respective duties;

IX. For the audit of accounts;

X. For the distribution of the net profits;

XI. For the custody, use and device of the seal, which shall bear the incorporated name of the society.

7. That every society incorporated under this act shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the association is carried on, in a conspicuous position in letters easily legible.

8. That every society incorporated under this act shall have a registered office to which all communications and notices may be addressed, and notices in writing of the location of such office, and of any change therein, shall be filed with the chief of the bureau of statistics of labor and industries, and in the office of the clerk of the county where the office of such society is located.

9. That the capital stock of such society shall be divided into shares the par value of which shall not be more than fifty (50) dollars, and no share shall be issued for less than its par value; and that no certificate of shares shall be issued to any member until the shares are fully paid up.

10. That no member of such society shall be entitled to more than one vote upon any subject, which must be cast in person; and that the board of directors shall have power, unless otherwise provided in the by-laws of the society, to fix and regulate the number of shares to be held by any one member.

II. That any society incorporated under this act may hold in its corporate name any amount of interest in any other society through which its products are disposed of or its supplies secured; provided, that such interest so held shall not exceed one-third in value of the paid-up capital of the society holding said interest.

12. That the board of directors of every society incorporated under this act shall annually make a statement in writing of the