tions of such previous association and shall pay the same to the full extent of the value of such property at the same time of so taking the same.

23. Any such association desiring for any reason to be dissolved prior to the expiration of the term of years specified in its articles of association may, by a resolution passed at a special meeting therefor, by a majority vote of all the members of such association, authorize its directors, or a special committee of members, to prepare or have prepared a full and true exhibit of the affairs, property and condition of such association, including an itemized statement of all its assets and liability and also to report whether, in the opinion of such directors or committee it would be best to continue or close up any or all of the business of such association, and, in the latter case to recommend such methods and means as in their judgment would be best adapted for closing up such business; such exhibit, report and recommendation to be printed and a copy there. of to be mailed, postage prepaid, to the last recorded address of every member of such association, together with a notice from the president of such directors, or chairman of such committee, as the case may be, convening a special meeting of the members to be held at such time, being not less than ten nor more than fifteen days from the date of mailing such notice, as such directors or committee shall determine and order for the purpose of considering and acting on such exhibit, report and recommendation as to such special meeting shall seem best: provided, That all votes taken on such recommendation at such special meeting shall be by ballot and that it shall require three-fourths of all the ballots cast to carry any motion for the winding up and dissolution of such association: provided also, That such president or chairman as aforesaid shall mail to every member of such association, along with the notice for the last mentioned special meeting a printed form of ballot for the use of such members as may be unable to attend at such special meeting, on which shall be printed two questions as near as may be in the following words: are you in favor of the winding up and dissolution of the association? answer yes or no, are you in favor of the plan as recommended for these purposes? answer yes or no, and such answer shall be signed by the members so answering, and such ballots may be addressed and mailed, postage prepaid, or be

personally delivered to such president or chairman as aforesaid at the principal office of such association; and all such ballots so received prior to or at the time appointed for such special meeting shall be opened and counted by the secretaries or tellers appointed by such special meeting along with the ballots cast on the same or like questions by the members present at such special meeting: and provided further, That in the event of a resolution being passed, as aforesaid by such special meeting for the winding up and dissolution of such association, a copy of such resolution, duly certified by the official signature of the president and secretary and sealed with the common seal of such association, shall be given to, and shall contain full instructions and authority for the parties to be named therein to answer and discharge the duties entrusted to them by such resolution; and upon the completion of such duties by said parties, they shall make a certificate, signed and sworn to by them before a notary public, upon such certified copy of the aforesaid resolution, that they have truly and faithfully discharged all the duties entrusted to them thereby, and that they have realized all the assets, and settled all the liabilities of such association in accordance with the instruction and authority given to them by such resolution; and such certificate and certified copy of such resolution shall be filed by such parties in the office of the Secretary of State of this State and of the recorder of deeds of the county wherein the principal office of such association was located, and such certificate and certified copy of resolutions shall be recorded by the said secretary and recorder of deeds in like manner as the articles of association of such association were recorded.

I. Co-operative associations may be organized with the privilege of buying and selling any agricultural products, and dealing in merchandise.

Laws of 1882, chap. 8. See Code, pp. 1772-1774.

The form of charter of a co-operative association shall be as follows:

"State of Tennessee-Charter of Incorporation.

"Be it known, that [here insert the names of seven or more persons not under the age of twenty-one years] are hereby constituted a body politic and corporate, by the name and style of" (here insert the name of the company).

3. The said corporation shall have the power to deal in goods, wares and merchandise, wholesale and retail, upon paying license and taxes, as others engaged in like business, and taxes incidental to corporations.

The general powers of said corporations are

(a). To sue and be sued by its corporate name.

(b). To have and use a common seal, which it may alter at pleasure; if no common seal, then the signing of the name of the corporation, by any duly authorized officer, shall be legal and binding.

(c). To purchase and hold, or receive by gift, in addition to the personal property derived by said corporation, any real estate necessary to the transactions of the corporate business, and also to purchase or accept any real estate in payment, or part payment, of any debt due to the corporation, and sell realty for corporation purposes.

d. To establish by-laws, and make all rules and regulations not inconsistent with the laws and constitution, deemed expedient for the management of corporate affairs.

e. To appoint such subordinate officers and agents, in addition to the president, secretary, or treasurer, as the business of the corporation may require.

f. To designate the name of the office, and fix the compensation of the officers.

g. To borrow money and issue notes or bonds upon the faith of the corporate property, and also to execute a mortgage or mortgages, as further security for repayment of money thus borrowed.

4. The following provisions and restrictions are coupled with said grant of powers:

a. A failure to elect officers at the proper time does not dissolve the corporation, but those in office hold the election or ap

pointment and qualification of their successors.

b. The term of all officers may be fixed by the by-laws of the corporation, the same, however, not to exceed two years.

c. The corporations may, by by-laws, make regulations concerning the subscription, or transfer of stock; fix upon the amount of capital to be invested in the enterprise; the division of the same into shares; the time required for the payment thereof by the subscribers for stock; the amount to be called at any one time; and in case of failure of any stockholder to pay the amount thus subscribed by him at the time and in the amounts thus called, a right of action shall exist in the corporation to sue said defaulting stockholder for the same.

WISCONSIN.*

1. Any number of persons, not less than five, may become a body corporate for the purpose of engaging in and carrying on any trade or business upon the mutual, reciprocal or co-operative plan, under such rules and regulations as they may adopt comformably to the provisions of this chapter.

2. Such associations, having duly filed articles of incorporation according to law, may sue and be sued, hold property and execute deeds and contracts, and have all the rights and privileges of other corporations or of citizens.

3. No member of such association shall hold more than one office at one time.

4. Members and not shares of stock shall vote in electing officers and transacting any business of the association of whatsoever nature, but no proxies shall be allowed. No officer shall be elected, nor the constitution or by-laws be changed, added to or repealed, except by a two-thirds vote by ballot of all the members present at a regular meeting, of which each member shall have reasonable notice, nor shall any new business or trade be entered into, or contracts made or property bought or sold except by a two-thirds vote by ballot of all the members present, unless the executive committee or other duly elected officers shall be expressly empowered to do so by the constitution or by-laws.

Laws of 1887, chapter 126, pp. 120-122.

5. The shares shall not be less than one dollar nor greater than ten dollars each. But members of any such association, or the association, itself, may own shares in any similar association, limited by section three of this act; provided, that the association as such may own as much as one-third of the capital stock of any similar association; but no association shall have more than one vote in the management of the affairs of any other association in which it may be a shareholder.

6. Persons not members may be employed by such associations, but no officer, member or employe shall hold or handle any funds belonging to the association, or in any manner transact its business. without first giving good and sufficient security, signed by at least three persons who will each justify in twice the amount of the bond.

7. No association permitted by this chapter shall ever, under any circumstances, become indebted, or enter into obligations for real estate, goods or any property or thing whatsoever for more than two-thirds of the capital stock fully paid up.

8. Persons not members may purchase goods from such associations, but never for anything but cash or products at cash prices. All sales at retail shall be for cash or products at cash prices; provided that any association formed in pursuance of this act, when engaged in manufacturing or wholesaleing, shall not be prevented by this section from granting the terms and credits usual to the trade, so far as may be deemed judicious and safe.

9. The capital stock of members shall be exempt from execution and attachment, except for the debts of the association; and no member shall be liable for such debts, beyond a sum equal to the par value of his capital stock paid up; and then only in the proportion that his stock bears to the entire stock paid up of the association.

10. Taxes shall be levied and collected on the property and goods actually owned and possessed by any association formed under this chapter at the time of making the assessment, and not on the capital stock, or shares.

II. Nothing contained in this act shall be construed to apply to or add to or take from the powers and privileges of existing corporations, nor to enlarge or abridge or take the place of statutes now in force relating to corporations.