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 those purposes? Answer yes or no. And such answers 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 scrutineers 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 assume 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 instructions 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 offices 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 the recorder of deeds in like manner as the articles of association of such association were recorded. (P. L. 1887, No. 365, § 23.)

1

1In the case of In re Wyoming Valley Coop. Ass'n., 198 Fed. 436 (D. Ct. Penn., 1912), it was stated at the outset, without discussion of the point, that a cooperative corporation organized under the 1887 cooperative statute was not immune from involuntary proceedings under section 4 of the Federal Bankruptcy Act.

[For further cases on the subject of bankruptcy, see annotation to section 85 of the New York statute.]

§ 24. Chattel mortgages by cooperative association or corporation, to Federal agency. Any cooperative association or corporation, organized under the laws of this State, or under the laws of the United States or qualified to do business in this State, and qualified as a cooperative association, under the laws of this State or the laws of the United States or both, may give as security for any loan or loans, obtained from any bank for cooperatives organized under the act of Congress known as the Farm Credit Act of 1933, or for any loan or loans obtained from any Federal intermediate credit bank, organized under an act of Congress known as the Agricultural Credits Act, of 1923, a chattel mortgage covering stocks of goods, inventories, or other things in bulk; but changing in specifics, in which case the lien of such mortgage shall be lost as to all articles

disposed of by the mortgagor prior to the extinguishment of the mortgage; but shall attach to the articles purchased to supply their places. (P. L. 1935, No. 43, § 1.)

§ 25. Form and execution of mortgage. Such mortgages must be in writing, signed by the mortgagor or by his agent duly authorized and constituted, and duly acknowledged by some person authorized to take acknowledgment of deeds; and provisions that the mortgage shall secure, in addition to the principal sum, any further and additional amounts as may be advanced by the mortgagee to the mortgagor within a period of 1 year from the date of the execution of the mortgage, not to exceed in the aggregate, an amount stated in the mortgage, shall be valid and binding, and such mortgages shall be a lien from the date of recording, as hereinafter provided, as to any amount advanced thereunder up to the amount so stated in said mortgage. (P. L. 1935, No. 43, § 2.)

§ 26. Recordation of mortgage.-The mortgages mentioned in the preceding section, when executed and acknowledged as hereinbefore provided, shall be recorded in the office for the recording of deeds for the county in which said chattels are actually located at the time of the execution of such mortgages; and such recorder is hereby required to index and to record the same at length, in a book to be by him kept in his said office to be provided at the expense of said county, and to be called "Chattel Mortgage Book", and he shall duly certify the record of all such instruments in the manner provided by law for mortgages on real estate; and such recorder shall be entitled to charge and receive for recording such mortgage, a fee of $1.50. Such mortgages shall, except between parties thereto, take effect and be valid only from the time of recording as herein provided, and in case of more than one mortgage, the first recorded shall have preference and be first paid out of the proceeds of the sale of the property mortgaged. Such mortgage shall remain a lien on the property mortgaged as between the parties thereto, until paid; but as to third parties, shall not remain a lien for a longer period than 5 years, unless the lien thereof is extended for an additional period of 5 years, by the filing with the recorder of deeds, of the affidavit of the mortgagee, or his successor in interest, stating the amount then secured by the lien. A notation of the filing of such affidavit and extension of lien shall be made on the margin of the original record of the mortgage in the office of the recorder of deeds, and the recorder shall be entitled to charge and receive a fee of 75 cents therefrom. (P. L. 1935, No. 43, § 3.)

§ 27. Assignment of mortgage.-All such mortgages may be assigned or released by an instrument in writing, signed and acknowledged by the mortgagee, his agent, or assignee; and recorded in the same office as the original mortgage, and such assignment or release shall, except as between the parties thereto, take effect and be valid only from the time of recording the same; and the recorder shall be entitled to charge and receive 75 cents for recording each such assignment and each such release. (P. L. 1935, No. 43, § 4.)

§ 28. Foreclosure.-Such chattel mortgages, upon default by the mortgagor in the payment of the mortgage debt and interest, or the covenants in the mortgage contained, may be foreclosed and the mortgage chattels sold in the same manner as authorized by the laws

of this Commonwealth in the case of personal property sold under execution. (P. L. 1935, No. 43, § 5.)

CHAPTER 4-UNINCORPORATED ASSOCIATIONS

§ 191. Membership or interest in funds or property of agricultural or industrial workers associations nontransferable. For the purpose of encouraging lawful cooperative activity among agricultural and industrial workers, through the organization of unincorporated associations for mutual benefit insurance, saving, or other lawful object wherein the persons so organizing derive benefit from the preservation and continuance of the membership and interest among persons engaged in the common calling, labor, or enterprise, it shall be lawful for any such unincorporated association to provide, by rule, regulation, or bylaw, duly adopted, that membership in such association or interest in its funds or property shall be nontransferable without the consent of the association. (P. L. 1923, No. 984, § 1.)

§ 192. Assignment, transfer, etc., of such member or interest.-Whenever any unincorporated association of the classes specified in section 11 of this act shall, by rule, regulation, or bylaw, duly adopted, provide that membership in such association or interest in its funds or property shall be nontransferable, such provision shall be valid and binding; and no attempted assignment, transfer, or pledge of such membership or interest, made in violation of such rule, regulation, or bylaw, shall pass any right or interest, legal or equitable, to the person or persons to whom it is attempted to be made, provided such rule, regulation, or bylaw is brought to the knowledge of such person or persons. (P. L. 1923, No. 984, § 2.)

§ 193. Knowledge of nontransferability. Whenever the interest of a member in the funds or property of any unincorporated association of the classes specified in section 11 of this act shall be evidenced by a certificate, an endorsement thereon that such certificate is nontransferable shall be conclusive evidence that the person or persons to whom any attempted assignment, transfer, or pledge of such certificate is made has knowledge of the non-transferable character of the member's interest. (P. L. 1923, No. 984, § 4.)

SOUTH CAROLINA

Code 1932, Chapter 158, Article I

COOPERATIVE ASSOCIATIONS

§ 8137. Cooperative associations; purposes; meaning of words.-Five or more persons, residents of South Carolina, may associate themselves as a cooperative association, society, company, union, or exchange for the purpose of conducting within this State any agricultural, dairy, mercantile, mining, mechanical, or manufacturing business on the cooperative plan. The word "cooperative" shall form a part of the name of the corporation, and, for the purposes of this article, the words "association", "society", "company", "union", and "exchange" shall have the same signification and shall import a corporation. (1915, p. 235, § 1; Civ. Č. 1922, § 4331.)

§ 8138. Written petition filed with secretary of state; contents. They shall file with the secretary of state a written petition, signed by themselves, setting forth the names and residences of the petitioners; the name of the proposed corporation; the place at which it purposes to have its principal place of business; the general nature of the business which it purposes to engage in; the amount of capital stock of the association, and how and when payable; the number of shares into which the capital stock is to be divided, and the par value of each share, and all other matters which it may be desirable to set forth. (1915, p. 235; § 2; Civ. C. 1922, § 4332.)

§ 8139. Commission; books of subscriptions; notice. Upon the filing of the petition, as above, and upon the payment of fee for the recording of said petition, the secretary of state shall issue to the said petitioners a commission constituting them a board of corporators and authorizing them to open books of subscription to the capital stock of the proposed association after such public notice, not exceeding 10 days, as he may require in said commission. (1915, p. 235, § 3; Civ. Č. 1922, § 4333.)

§ 8140. Subscriptions; how paid; regulation.-All subscriptions to the capital stock of any association organized under this article shall be payable in money, or in labor, or in property, at its money value, and shall be listed, the labor or the property, and the value thereof to be specified in the list of subscriptions; but no subscription in labor or property shall be received unless such labor or property, and the value thereof, so to be specified as aforesaid, be approved by said board of corporators; and in case of failure to perform the labor or to deliver the property according to the terms of the subscription, the money value thereof, as specified in the list of subscriptions, shall be paid by the subscribers. (1915, p. 235, § 4; Civ. C. 1922, § 4334.)

§ 8141. Capital stock; par value; stockholder.-No association shall be formed under this article with a capital stock less than $100. The par value of the shares shall not be less than $5. No stockholder

shall own shares of a greater par value than one-fifth of the capital stock of the association, or be entitled to more than one vote on any subject arising in the management of the association. (1915, p. 235, § 5; Civ. C. 1922, § 4335.)

§ 8142. Organization; removal of officers; bond of treasurer. When not less than 50 percent of the proposed capital stock shall have been subscribed by bona fide subscribers, the board of corporators shall call all the subscribers together. At such meeting of the subscribers, a majority of whom being present in person, the subscribers shall proceed to the organization of the association by the election from themselves of a board of directors, not less than five nor more than nine in number, each subscriber having one vote and no more.1 This board of directors shall manage the affairs of the association for such term of office as the bylaws may prescribe and until their successors shall have been elected and shall have qualified and shall enter upon the discharge of their duties; but a majority of the stockholders meeting, legally called according to the bylaws of the association, to remove any director or officer for cause, and to fill the vacancy, and thereupon the director or officer so removed shall cease to be a director or officer of said association. The officers of every such association shall be a president, a secretary, and a treasurer (or a secretary-treasurer combined), who shall be elected annually by the directors, and each of said officers must be a director of the association. The treasurer or secretary-treasurer shall give such bonds as the board of directors may require. The board of directors shall call for the payment of the subscription to the capital, either in whole or in such installments as it may see fit. (1915, p. 235, § 6; Civ. C. 1922, § 4336.)

See article 9, section 11 of the State Constitution, which provides: "The General Assembly shall provide by law for the election of directors, trustees, or managers of all corporations so that each stockholder shall be allowed to cast, in person or by proxy, as many votes as the number of shares he owns multiplied by the number of directors, trustees, or managers to be elected, the same to be cast for any one candidate or to be distributed among two or more candidates." The business corporation law (sec. 7679) provides that proxy voting be permitted.

§ 8143. Certificate of charter; recording; duties of board of corporators. Upon the payment to the treasurer or the secretary-treasurer of the association of at least 20 percent of the aggregate amount of the capital subscribed payable in money, and also upon the delivery of at least 20 percent of the property subscribed to the aggregate amount of the capital stock, or upon its delivery being secured by such obligations of the subscribers as the board of directors may approve, the board of directors shall, over their own signatures, certify to the secretary of state that all the requirements for the formation of such corporation have been complied with. Upon the filing of this return by the corporators and the payment of the required fee for recording such return, and upon the receipt of the charter fee as now provided by law, the secrtary of state shall issue to the board of corporators a certificate of charter authorizing the association to commence business under the name and for the purposes indicated in the written declaration. The certificate of charter granted by the secretary of state shall be recorded in the office of register of mesne