ALABAMA Code, 1928 § 7046. Single-tax or cooperative associations or corporations; organization and regulation of.--Ten or more persons desiring to associate themselves together, not for pecuniary profit in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation, single tax, or other economic principles, may become a body corporate in the manner following: 1 1. Filing declarations.-The persons proposing to form such corporation shall file with the probate judge in the county in which it proposes to establish itself, a declaration in writing, setting out the name of said proposed corporation, the names of the charter members, and the purposes of said corporation. 2. Charter; how issued.--Upon the filing of such declaration the judge of probate shall issue to such corporation a charter, which shall be perpetual, subject to revocation at any time by the legis lature. 3. Organization.-It may elect such officers as it may deem necessary, in such manner and for such terms as it may provide, and remove the same at any time, and adopt such constitution and bylaws as it may see fit not in conflict with the constitution and laws of this State.1 4. Powers. Such corporation shall have the power to buy, sell, and lease and mortgage real estate, to build and operate wharves, boats, and other means of transportation and communication, build, erect, and operate waterworks, electric lighting and power companies, libraries, schools, parks, and do any other lawful thing," incident to its purpose, for the mutual benefit of its members; and may admit such other persons to participate in its benefits as it may see fit. (Acts, 1903, p. 342.) 1 Cooperatives organized under this statute cannot issue capital stock, and hence are exempt from annual franchise tax, which is graded according to capital stock. (Op. Atty. Gen. (1910-12) 237.) Note: Corporations formed under the Cooperative Marketing Act (even though that act permits their organization without capital stock) are subject to franchise tax, as they do not come within the specific exemptions granted to educational, benevolent, and religious societies provided by section 229 of the State constitution. (Op. Atty. Gen. (1922-24) 36.) A farm cooperative whose bylaws compelled its members to pay to it 3 percent of their gross sales, including sales made to any persons other than agents of the cooperative, has been held not organized for pecuniary profit. A distinction was made between pecuniary profits for carrying out the purposes of the cooperative, and pecuniary profits for paying interest or dividends on stock. (Ex parte Baldwin County Producers' Corp., 203 Ala. 345, 83 So. 69 (1919), reversing 17 Ala. App. 84, 81 So. 862.) 2 The establishment of a general single-tax system is not authorized by this section, hence the statute is not unconstitutional. It does, however, permit a "Cooperative Community" formed under this statute, to fix rental for its members in light of single-tax philosophy. (Fairhope Single Tax Corp. v. Melville, 193 Ala. 289, 69 So. 466 (1915).) 'A cooperative formed under this statute is liable for the fee provided by the general corporation law for filing its statement of incorporation. (Op. Atty. Gen. (1912-14) 62.) 'The business corporation law provides (sec. 7002) that proxy voting shall be permitted at all meetings. A farm cooperative organized under an earlier, similar statute could properly enact a bylaw to secure from its members by assessment, or dues, or otherwise, sufficient funds for management of its business affairs. (Ex parte Baldwin County Producers' Corp., 203 Ala. 345, 83 So. 69 (1919)), reversing 17 Ala. App. 84, 81 So. 862.) ALASKA Compiled Laws, 1933, Title 2, ch. 11, art. 7 COOPERATIVE ASSOCIATIONS § 991. Purpose. A cooperative association may be formed for the purpose of engaging in any lawful mercantile, manufacturing, agricultural, or other industrial pursuit upon complying with the provisions of this article and the provisions of article 21 of this chapter 2 except as herein otherwise provided. (S. L. 1917, ch. 26, § 1.) 2 1 Article 2 deals with "Domestic Business Corporations." Chapter 11 on corporations in general. § 992. Record of articles of incorporation.-Its certificate of articles of incorporation shall be filed for record in the office of the auditor of the Territory and thereupon it shall become a corporation and such association shall have the right and be subject to all the duties, restrictions, and liabilities prescribed in article 2 of this chapter, so far as the same relate to or apply to such association. (S. L. 1917, ch. 26, § 2.) § 993. Residence of incorporators; term of existence.-A majority of the incorporators shall be residents of the Territory, and the term of existence of any such association without renewal shall not exceed 20 years. (S. L. 1917, ch. 26, § 3.) § 994. Number of incorporators; purposes of.-Any number of persons, not less than five, may associate themselves as a cooperative association, society, company, or exchange, for the purpose of conducting any agricultural, dairy, mercantile, mining, manufacturing, or mechanical business on the cooperative plan. For the purpose of this article the words "company", "corporation", "association", "society", "or union", are defined to mean, a company, corporation, or association, which authorizes the distribution of its earnings in part, or wholly on the basis of, or in proportions to, the amount of property bought from or sold to members or other customers or of labor performed, or other services rendered to the association. (S. L. 1917, ch. 26, § 4.) § 995. Powers. Every cooperative corporation as such has powers: First. To have succession to its corporate name; Second. To sue and be sued; to complain and defend in courts of law and equity; Third. To make and to use a common seal and to alter same at pleasure; Fourth. To hold personal estate and all such real estate as may be necessary for the legitimate business of the corporation; Fifth. To regulate and limit the right of stockholders to transfer their stock, and to redeem its stock, by part of the net earnings of the corporation, until the corporation has become its own and sole stockholder; Sixth. To appoint such subordinate officers and agents as the business may require and to allow them suitable compensation therefor; Seventh. To make bylaws for the management of its affairs and to provide therein the terms and limitations of stock ownership and for the distribution of its earnings within the limits of this article. (S. L. 1917, ch. 26, § 5.) § 996. Board of directors; officers.-Every such association shall be managed by a board of not less than five directors. The officers of every such association shall be a president, one or more vice presidents, a secretary, and a treasurer, who shall be elected annually by the directors, and each of said officers must be a director of the association except the secretary, who may or may not be a director. The office of secretary and treasurer may be combined, the person filling the office shall be secretary-treasurer. (S. L. 1917, ch. 26, § 6.) § 997. Stockholder entitled to one vote only. The members of every such association shall be entitled to one and only one vote each, regardless of the amount of capital stock held.1 (S. L. 1917, ch. 26, § 7.) 'The business corporation law (sec. 911) provides that proxy voting shall be permitted at all stockholders' meetings. § 998. Apportionment of earnings. The directors, subject to revision by the association at any regular or special meeting and not less than once each year, shall apportion the earnings of the association by first paying a dividend on the paid-up capital stock, not exceeding 8 percent per annum, then setting aside not less than 10 percent of the net profits for a sinking fund, to be used in accordance with the bylaws of the association, and 5 percent thereof for an educational fund to be used in teaching cooperation, and the remainder of said net profits shall be prorated by a uniform dividend to its several stockholders or other customers upon their purchases from, or sales to, said association or both such purchases and sales, and upon salaries of employees. (S. L. 1917, ch. 26, § 8.) ARKANSAS Statutes, 1927 COOPERATIVE ASSOCIATIONS § 1700a. Purpose of act. The purpose of this act is to provide for the formation and carrying on of cooperative associations and to provide for the rights, powers, liabilities, and duties of such cooperative associations. The provisions of this act shall be administered by the commissioner1 of mines, manufactures, and agriculture, who shall have power to employ such help as in his judgment is necessary to carry into effect the provisions of this act. (A. 1921, p. 702, § 1.) 'The commissioner is not given authority to make audit of cooperatives. (Op. Atty. Gen. (1923-24) 44.) § 1700b. Business concerns; how created. Any number of persons, not less than 20, who are citizens of the State of Arkansas, may associate themselves together as a cooperative corporation for the purpose of conducting any agricultural, dairy, mercantile, banking, mining, manufacturing, or mechanical business on the cooperative plan. The title of such corporation shall begin with "the" and end with "association", "company", "corporation", "exchange", "society", or "union." For the purpose of this act the "cooperative plan" shall be construed to mean a business concern, that distributes the net profits of its business by: First, the payment of a fixed dividend upon its stock; second, the remainder of its profits are prorated to its several stockholders upon their purchases from or sales to said concern or both such purchases and sales. (A. 1921, p. 702, § 2.) § 1700c. Articles to contain what.-They shall sign and acknowledge written articles of incorporation which shall contain: The name of the corporation; the name and residences of the persons forming the same; the purpose of the organization; the principal place of business; the amount of capital stock; the number of shares and the par value of each share; the number of directors and the names of those selected for the first term; the time for which the corporation is to continue, not to exceed 50 years. (A. 1921, p. 702, § 3.) § 1700d. Articles filed with secretary of state. The original articles of incorporation or a certified copy of the same shall be filed with the secretary of state, who shall return to the corporation a certified copy of the same, with the date of filing and attested with the seal of his office; Provided, That a certified copy of the same shall be filed by the secretary of state with the commissioner of mines, manufactures, and agriculture. (A. 1921, p. 702, § 4.) § 1700e. Fees for filing. For filing the articles of incorporation and amendments thereto under this act the same fees shall be paid to the secretary of state as is now required under the general corporation law. (A. 1921, p. 702, § 5.) 1 1 Under this section cooperative corporations are required to pay $5 for their certificate of incorporation. For filing their articles of incorporation, they are 138958°-37-2 5 |