vided, That the certificate as amended be authorized by the provisions of this chapter applicable to such corporation, and further Provided, That in case of a stock corporation, if the amendment adversely affects the preferential rights of any oustanding shares not less than 20 days' notice of the meeting shall be given and any holder of such shares not voting in favor of such change may object thereto at or before the meeting at which such amendment is authorized by filing his written objection with the secretary of the corporation and demand payment for his shares of stock, and thereupon such stockholder of the corporation may have his shares appraised, as provided in section 21 of the stock corporation law. No amendment shall be made except after approval of two-thirds of the directors and on the affirmative vote of two-thirds of the members or stockholders voting thereon, at a meeting held after due notice in writing of the time, place and object of the meeting has been given, as prescribed in the bylaws. In the case of a cooperative corporation which has adopted the delegate plan of voting at a convention, as prescribed in sections 34 and 94 or 1121 of this chapter, the vote to be taken as provided herein may be taken at a convention meeting and the required vote shall be two-thirds of the delegates present and voting. A certificate of such amendment shall be filed in the offices where the original certificate is filed. It shall be subscribed and acknowledged by the president or a vice president and the secretary or assistant secretary, who shall annex an affidavit stating that they have been authorized to execute and file such certificate by the votes required by this section and in the manner herein prescribed. (L. 1932, ch. 383.)

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1 Sections 34 and 112 are not included herein. They occur, respectively, in article 4 on cooperative nonstock agricultural corporations, and article 8 on cooperative marketing corporations.

ARTICLE 3-GENERAL PROVISIONS

§ 15. Application of other laws.-The provisions of the corporate laws of this State and all powers and rights thereunder, shall apply to corporations organized hereunder, except where such provisions are in conflict or inconsistent with the express provisions of this chapter. (L. 1926, ch. 231; re-en. L. 1932, ch. 383.)

§ 16. Limitation of purposes.-This chapter does not authorize a corporation organized hereunder or under a law repealed by this chapter to do in this State any business for which a corporation may be formed under the banking law, the insurance law, the railroad law, or the transportation corporations law; Provided, That a cooperative credit corporation incorporated or reincorporated pursuant to this chapter shall not be deemed or construed to be a banking corporation or institution, nor shall the operations of any such corporation, authorized by this chapter, be deemed or construed to violate any provisions of law pertaining to banking. (L. 1926, ch. 231; L. 1932, ch. 383.)

§ 17. Representation of members. If a member of a corporation be other than a natural person, such member may be represented by any individual, associate, officer or manager or member thereof, duly authorized in writing. (L. 1926, ch. 231; L. 1932, ch. 383.)

§ 18. Use of word "cooperative."-No individual or partnership, nor any corporation or association formed otherwise than is provided in this chapter or a law repealed by this chapter or except as authorized by article 9 of the insurance law, shall adopt and use the word "cooperative," or any abbreviation or derivative thereof, as a part of the name or designation under which such individual, partnership, corporation, or association shall do business in this State; but any corporation incorporated under this chapter, or any law repealed by this chapter, may maintain an action in any court of this State of competent jurisdiction for an injunction against the use of such name. Any person violating any provision of this section shall be guilty of a misdemeanor, punishable by a fine of not more than $500. (L. 1926, ch. 231; L. 1932, ch. 383.)

§ 19. Powers. Each association incorporated under or subject to this chapter shall have the following additional powers:

(a) To limit its activities to the handling or the marketing of products of its own members; or to handle the products of nonmembers, but in such case such nonmembers' products handled in any year must not exceed the total of similar products handled by the association for its own members.

(b) To store products of nonmembers to the extent of the facilities available therefor and not required for its members.

(c) Every such corporation shall have the power to borrow money and contract debts, when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges, or franchises, or for any other lawful purpose of incorporation; and it may issue and dispose of its obligations for any amount so borrowed, and may mortgage its property and franchises to secure the payment of such obligations, or of any debt contracted for such purposes.

(d) To make advance payments or loans to members.

(e) To act as the agent or representative of any member or members in any of the above mentioned activities.

(f) To purchase or otherwise acquire; and to hold, own, and exercise all rights of ownership in; and to sell, transfer, or pledge, shares of capital stock or bonds of any corporation or association engaged in any directly related activity or in the warehousing or handling or marketing of any of the products handled by the association.

(g) To establish reserves and to invest the funds thereof in bonds or in such other property as may be provided in the bylaws.

(h) To buy, hold, and exercise all privileges of ownership, over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association or incidental thereto.

(i) To establish, secure, own, and develop patents, trade marks, and copyrights.

(j) To do each and everything necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects herein enumerated; and to contract accordingly; and to exercise and possess all powers, rights, and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and in addition thereto, any other rights, powers, and privileges conferred

by the general, stock, or membership corporations law on corporations, except such as are inconsistent with the express provisions of this chapter.

(k) To sell or mortgage its real property on the adoption by the board of directors by a majority vote thereof of a resolution authorizing the same and except in the case of a purchase money mortgage the approval of the supreme court of the judicial district in which such corporation has its place of business. Such approval shall be obtained in the same manner as is provided by law for the approval of a sale or mortgage of the real property of membership corporations, provided that this paragraph shall not apply to stock corporations. (L. 1926, ch. 231; L. 1926, ch. 607; L. 1929, ch. 214; L. 1932, ch. 383.)

§ 20. Misdemeanor to spread false reports about the finances or management thereof.--Any person who maliciously and knowingly spreads false reports about the finances or management or activity of any cooperative corporation incorporated under or subject to this chapter or organized under a similar statute of another State, and operating in this State under due authority, shall be guilty of a misdemeanor and be subject to a fine of not less than $100 and not more than $1,000 for each such offense; and shall be liable to the corporation aggrieved in a civil suit in the penal sum of $500 for each such offense. (L. 1930, ch. 821; L. 1932, ch. 383.)

§ 21. Liability for damages for encouraging or permitting delivery of products in violation of marketing agreements.-Any person, firm, or corporation who solicits or persuades or aids or abets any member of any cooperative corporation incorporated under or subject to this chapter to breach his marketing contract with the corporation by accepting or receiving such member's products for sale, marketing, manufacturing, or processing thereof contrary to the terms of any marketing agreement of which said person or any officer or manager of the said corporation has knowledge or notice, shall be liable in the penal sum of $100 for each contract, to the cooperative corporation aggrieved in a civil suit for damages; and such cooperative corporation shall be entitled to an injunction against such person, firm, or corporation to prevent further breaches. (L. 1930, ch. 821; L. 1932, ch. 383.)

§ 22. Voluntary dissolution.--A cooperative corporation, at any regular meeting or at any special meeting called for the purpose, due notice of the time, place, and object of such regular or special meeting having been given as prescribed in the bylaws, by vote of twothirds of all of the members or stockholders voting thereon may discontinue its operations and settle its affairs. Thereupon it shall designate a committee of three members who shall, on behalf of the corporation and within a time fixed in their designation or any extension thereof, liquidate its assets, pay its debts and expenses, and divide any surplus among the members as they may be entitled under the certificate of incorporation or bylaws. Upon final settlement by such committee, the corporation shall be deemed dissolved. The committee shall make a report in duplicate of the proceedings had under this section, which shall be signed by its members, acknowledged by them before an officer duly authorized to administer oaths in this State, and filed in the offices in which its certifi

cate of incorporation is filed and recorded. In the case of a cooperative corporation which has adopted the delegate plan of voting at a convention, as provided in sections 34, 94, or 112 of this chapter, the vote to be taken as provided herein may be taken at a convention meeting and the required vote shall be two-thirds of the delegates present and voting. (L. 1931, ch. 350; L. 1932, ch. 383.)

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'The fee for filing a certificate or report of voluntary dissolution of a cooperative under this section was fixed at $5 by Laws, 1934, p. 1856.

§ 23. Jurisdiction of the supreme court. In the case of a corporation dissolving pursuant to section 22 of this article, the supreme court, upon the petition of the committee or majority of them, or in a proper case, upon the petition of a creditor or member, or upon the petition of the attorney general, upon notice to all of the committee and to such other interested persons as the court may specify, from time to time, may order and adjudge in respect to the following

matters:

1. The giving of notice by publication or otherwise of the time and place for the presentation of all claims and demands against the corporation, which notice may require all creditors of and claimants against the corporation to present in writing and in detail at the place specified their respective accounts and demands to the committee by a day therein specified, which shall not be less than 40 days from the service or first publication of such notice.

2. The payment or satisfaction in whole or in part of claims and demands against the corporation, or the retention of moneys for such purpose.

3. The presentation and filing of intermediate and final accounts of the committee, the hearing thereon, the allowance and disallowance thereof, and the discharge of the committee or any of them, from their duties and liabilities.

4. The administration of any trust or the disposition of any property held in trust by or for the corporation.

5. The sale and disposition of any remaining property of the corporation and the distribution of such property or its proceeds among the members or persons entitled thereto.

6. Such matters as justice may require.

7. All orders and judgments shall be binding upon the corporation, its property and assets, its committee, members, creditors, and all claimants against it.

8. This act shall apply to all corporations heretofore incorporated or existing under this chapter, whether or not proceedings have been begun to dissolve under said chapter. (L. 1931, ch. 350; L. 1932, ch. 383.)

§ 24. Officers and employees to be bonded.-Every individual acting as officer or employee of a cooperative corporation before handling funds or securities amounting to $1,000 or more in any one year of any cooperative corporation shall be covered by an adequate bond to be approved by the board of directors for the faithful performance of his duties and obligations. (L. 1932, ch. 383.)

§ 25. Contracts and agreements.-A cooperative corporation, upon resolution adopted by its board of directors, may enter into all necessary and proper contracts and agreements and make all necessary and

proper stipulations, agreements, contracts, and arrangements with any other cooperative corporation or association formed or operating under the provisions of this chapter or under the laws of any other State for the cooperative and more economical carrying on of its business or any part or parts thereof; or any two or more such cooperative corporations may, upon resolution adopted by their respective boards of directors for the purpose of more economically carrying on their respective businesses, by agreement between them, unite in employing or using, or several such corporations may separately employ and use, the same methods, means, and agencies, which agencies may be another cooperative corporation or corporations, for carrying on and conducting their respective businesses. (L. 1932, ch. 383.)

§ 26. Audit and annual report.-Immediately after the close of each fiscal year, every cooperative corporation shall cause an audit to be made of its operations for such fiscal year. A written report of the audit, including a statement of services rendered by the corporation, with total amount of business transacted, balance sheet, income, and expenses and other proper information shall be submitted to the annual meeting of the corporation. Such audit shall be made by an experienced bookkeeper or accountant or firm of accountants not regularly employed by the corporation, provided that in the case of a cooperative corporation, the annual business of which amounts to less than $10,000, the audit may be made by an auditing committee of three members or stockholders of the corporation who shall not be directors, officers, or employees thereof. Within 1 month after the annual meeting, each such corporation shall file with the department of agriculture and markets a copy of its annual audit, together with a statement of the names of its officers and directors, and, if a nonstock corporation, the number of members admitted and withdrawn during the year and the total number of members; if a stock corporation, the amount of capital stock issued and the number of its stockholders. No person without consent of the corporation, except in obedience to judicial process, shall make or permit any disclosure whereby any information contained in said report to the department of agriculture and markets may be identified as having been furnished by such corporation. Any person violating or failing to comply with the provisions of this section shall be deemed guilty of a misdemeanor. (L. 1932, ch. 383.)

ARTICLE 4

[Article 4 deals with "cooperative nonstock agricultural, dairy, or horticultural corporations", and has, therefore, been omitted.]

ARTICLE 5.-CONSUMERS COOPERATIVE NONSTOCK CORPORATIONS

§ 50. Purposes for which corporations may be formed.-A consumers' cooperative nonstock corporation may be created under this article for mutual help, not conducted for profit, for the purpose of acting as the agent for its members or any of them, performing for them services connected with the purchase, manufacture, preservation, drying, canning, storing, handling, and utilization of agricultural, dairy,

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