§ 7843. Associations heretofore organized may come under this act.Any cooperative corporation or association heretofore organized and doing business under prior statutes of this State, or under the laws of other States, or which has conducted its business upon the cooperative plan, which retains the same corporate name or title, may come under the provisions of this act 1 and be bound thereby upon amending its articles of incorporation to conform to the requirements of this act in the manner hereinafter provided for the adoption of amendments. Any association incorporated under the laws of this State shall be required to submit such proposed amendments to the attorney general for his examination and approval and upon the approval such association shall be entitled to proceed to so amend its articles of incorporation, as provided in section 2 of this act. Cooperative associations organized under the laws of other States shall be required to amend their articles of incorporation, in the manner required by the laws of the State in which such association was incorporated, so as to comply with the provisions of this act subject to examination and approval by the attorney general, as above provided, whereupon it shall be entitled to file a certified copy of its articles of incorporation and amendments thereto with the secretary of state, subject to the fees and requirements prescribed by this act, and such association shall henceforth be considered as a cooperative association in this State and subject to the provisions of this act: Provided, That any cooperative association originally organized under the laws of another State, which has heretofore complied with the provisions of section 11 of said original act, and has received a certificate of incorporation from the secretary of state of Minnesota, shall be, and it hereby is declared to be a de jure corporation under the provisions of this act without any further act by it or any officer of this State, and all acts of any such corporation heretofore had or taken as a Minnesota corporation are hereby in all things validated and confirmed.

Action may be taken by the stockholders of any association organized under this act or subject to its provisions to voluntarily terminate the business of such association, whereupon it shall be the duty of the directors to proceed to liquidate the affairs of such association. Any association may dissolve and cease to exist as a corporation by proceeding under the provisions of section 6636, General Statutes 1913 (8015); Provided, however, That the stockholders of such association have had due and proper notice of such proposed dissolution and that a meeting of such stockholders shall be called, as provided in this act, at which all of the facts may be presented to such stockholders and upon such information they shall be given the opportunity of expressing themselves and taking action upon such proposed dissolution. (1919, ch. 382, § 11; 1921, ch. 23, § 11; 1923, ch. 326, § 10.)

1 Sections 7834-7847 herein. And, conversely, a cooperative organized under section 7834 et seq. may, by appropriate steps, bring itself under the cooperative marketing act. (Op. Atty. Gen., May 6, 1936; Mason's Minn. Annot., vol. 8, no. 3, p. 22.)

2

This latter phrase refers to the "methods provided in the sections we have quoted, antedating the 1919 Act." The court quoted section 7826 of the cooperative statute and section 7472 of the general corporation law regarding amendments to articles, and did not indicate which section it considered preferable. (Maclaren v. Wold, 172 Minn. 334, 215 N. W. 428 (1927), on rehearing.) Note:

The court arrived at its position by considering the phrase as it read in the 1919 law; "in the manner provided for the adoption of amendments." The word, "hereinafter", which appears in the present section (7843), was supplied by the 1925 amendment and was in existence at the time the case here was decided, but was not referred to by the court.

While amendments to "a charter, which are not 'fundamental' and are authorized by the legislature" are valid, yet those "which materially change the nature and purposes of the corporation" are "fundamental" and hence invalid. When the latter is true, the following is the procedure for transforming a corporation not organized under the cooperative statute into one that is: (a) the company should be fully organized in accordance with the cooperative statute; (b) proceedings should be taken under section 8015 et seq. to dissolve the old corporation and the receiver thereof is to deal with directors of the new corporation regarding transfer of the property of the old corporation; (c) the stockholders of the old corporation may use the proceeds from distribution of the net assets on dissolution to purchase stock in the new corporation; (d) the stockholders of the old corporation may vote to authorize the directors of the old corporation to sell its property at a fixed price to the new corporation-otherwise, the sale must be made by the receiver; and (e) an attorney should be employed in the foregoing proceedings. (Op. Atty. Gen. (1922) 119.)

In order to bring itself under the later statute (Act of 1919, ch. 382; secs. 7834-7846 herein), a cooperative organized prior thereto should follow the proceedings outlined in the paragraph above if the old articles of incorporation are "fundamentally" different from the new. Otherwise, the provisions of sections 7843 and 7844 are applicable. However, before initiating proceedings thereunder, the stockholders of the cooperative should first adopt a resolution, in accordance with the articles and bylaws of the old company, to come under the newer statute. (Op. Atty. Gen. (1922) 119.)

8 Section 7835 herein.

§ 7844. Amending articles of incorporation.-The articles of incorporation of any association organized under this act1 or which may elect to come under the provisions of this act may be amended so as to change its corporate name or title, or so as to increase or diminish its captital stock or to change the number and par value of the shares of its capital stock, or in respect to any other matter which the original articles of incorporation of the same kind might lawfully have contained, in the following manner: The board of directors, by majority vote of its members may pass a resolution setting forth the full text of the proposed amendment and also the full text of such section or sections as may be repealed by such amendment. Upon such action by the board of directors, notice shall be mailed to each and every stockholder containing a copy of the resolution so adopted, the full text of the proposed amendment, and also the full text of such section or sections as may be repealed by such amendment. Such notice shall also designate the time and place of the meeting at which such proposed amendment shall be considered and voted upon, in the same manner as elsewhere provided in this act. If a quorum of the stockholders is registered as being present or represented by mail vote at such meeting a majority of the members so present or represented by mail vote, may adopt or reject such proposed amendment. In case such amendment is adopted, it shall be filed and recorded with the office in which the original articles of incorporation are filed or recorded, together with a copy of the resolution adopted by the board of directors, a copy of the notice given to stockholders and the certificate of the president and secretary verifying the action of the meeting at which such amendment was adopted. (1919, ch. 382, § 12; 1921, ch. 23, § 12; 1923, ch. 326, § 11.)

4

1 Sections 7834-7847 herein.

2

A cooperative corporation may adopt at the same meeting both an amendment of its articles increasing its capital stock and an amendment bringing the cooperative within the new cooperative act. (Maclaren v. Wold, 168 Minn. 234, 210 N. W. 29 (1926).)

3

A cooperative may not amend its articles to permit the admission to membership of companies doing a garage, manufacturing, or other similar noncooperative business. (Op. Atty. Gen., June 9, 1933; Mason's Annot. Stat., 1936

Supp., p. 776.)

This section refers only to coperatives organized under the act of 1919 or which become subject to it in accordance with section 7843. (Maclaren v. Wold, 172 Minn. 334, 215 N. W. 428 (1927), on rehearing.) The court observed, in passing, that in view of the meagerness of the quorum allowed by section 7838, they questioned the constitutionality of the provision in this section permitting the adoption of an amendment by a majority of those voting, where a quorum exists. Note: Section 7838 then read somewhat differently. See annotation to that section.

§ 7845. Companies excepted.-Existing laws relative to the incorporation and management of rural telephone companies and cooperative creameries, except as specifically repealed by section 141 of this act, shall remain in force and shall not be affected by any of the provisions of this act: Provided, however, That any such rural telephone company or cooperative creamery organized under the provisions of existing laws may continue to operate thereunder until they shall come under the provisions of this act. (1919, ch. 382, § 13; 1921, ch. 23, § 13; 1923, ch. 326, §12.)

1 Section 7846 herein.

2

§ 7846. Laws repealed.-Sections 6479, 6481,1 6482, 6483, 6485, 6488, 6489, of chapter 58 of the General Statutes of 1913, and amendments thereto, insofar as they conflict with the provisions of this act are hereby repealed; Provided, however, That any corporation or association incorporated and operating under the provisions of the laws above specified shall continue to be governed thereby during the period of their corporate period or until they shall elect to come under the provisions of this act. (1919, ch. 382, §14; 1921, ch. 23, § 14; 1923, ch. 326, § 13.)

3

1 A cooperative telephone company organized under said section 6481, and which had not elected to come under the newer law, was not required to file amendments to its articles with the secretary of state as provided by the new law. (Op. Atty. Gen. (1922) 127.)

The sections referred to are sections 7822, 7824, 7825, 7826, 7828, 7831, 7832 herein.

3 See sections 7831-1 and 7833-2.

2

§ 7847. Application. This statute1 shall be construed or considered as repealing or amending by implication or otherwise any existing law of this State except as herein stated and set forth, and no statute or law hereafter enacted in this State shall be considered or construed as amending or repealing this act by implication or otherwise, unless so provided in express language in such subsequent enactment. (1923, ch. 326, § 14.)

1 Sections 7834-7847 herein.

2

There is evidently an error in the wording of the first part of this section. The word "not" probably should be inserted before the word "construed" in the first line.

§ 7847-1. Stock cooperative associations or corporations may issue additional stock to stockholders; limit on amount held by individual and on interest or dividends payable.-A cooperative corporation or association organized under the laws of Minnesota upon a stock basis and having an authorized capitalization of more than $500,000 may, after $500,000 in par value of its capital stock has been issued and paid for and is actually outstanding, issue, for cash, additional capital stock to any stockholder; Provided, That not more than $5,000 in par value of the stock of any such cooperative corporation or association shall be issued to or owned by any individual, firm, or corporation (except a cooperative association organized under the laws of Minnesota), and provided that no person owning or holding stock in any cooperative corporation or association having a par value in excess of $1,000 shall receive or be paid dividends or interest thereon exceeding 7 percent 1 per annum. (1927, ch. 23, § 1.)

1

1For other provisions as to maximum percentage, see section 7834 (d) and the last paragraph of section 7840.

§ 7847-2. Same; laws repealed.-Chapter 382 of the Laws of 1919, chapter 23, General Laws of 1921,1 and chapters 264 and 326, General Laws of 1923,2 insofar as they conflict with the provisions of this act, and all other statutes and laws of Minnesota insofar as they conflict with the provisions of this act, are hereby repealed. (1927, ch. 23, § 2.)

1 Sections 7834-7846 herein.

2 The Cooperative Marketing Acts. Sections 7847-1 through 7847-4.

§ 7847-3. Cooperative associations or corporations may purchase and own stock of certain other corporations. Any cooperative corporation or association heretofore or hereafter organized under the laws of Minnesota may purchase, own and hold all or any part of the capital stock of any other corporation, provided only that such corporation has been organized for the purpose of or is engaged in the business of handling, selling, marketing, or dealing in the products and commodities handled, sold, or manufactured by such cooperative corporation or association, or has been organized for the purpose of loaning money to producers of the agricultural products (including livestock) handled, marketed, purchased, or sold by such cooperative corporation or association. (1927, ch. 25, § 1.)

§ 7847-4. Same; laws repealed.-Chapter 382, General Laws of 1919, chapter 23, General Laws of 1921, and chapters 264 and 326, General Laws of 1923, insofar as they conflict with the provisions of this act,1 and all other statutes and laws of Minnesota insofar as they conflict with the provisions of this act, are hereby repealed. (1927, ch. 25, § 2.)

1 See annotations 1, 2, and 3 to section 7847-2.

MISSOURI

Revised Statutes 1929

§ 12748. Cooperative plan authorized.-Any number of persons, not less than 12, may associate themselves together as a cooperative association, society or exchange, having all the incidents, powers, and privileges of corporations, for the purpose of conducting any agricultural or mercantile business on the cooperative plan, including the buying, selling, manufacturing, storage, transportation, or other handling or dealing in or with by associations of agriculturists, of agricultural, dairy, or similar products, and including the manufacturing transformation of such articles into products derived therefrom, and for the purpose of the purchasing of or selling to all shareholders and others groceries, provisions, and all other articles of merchandise. For the purposes of this section the words "association", "company", "corporation", "society", or "exchange" shall be construed to mean the same. (R. S. 1919, § 10247.)

§ 12749. Articles of incorporation; filing thereof; certificate.-The persons so desiring to associate themselves together shall all sign, and at least five of them acknowledge before a notary public, written articles of association or agreement, which shall contain the name of the said association; the names and residences of the persons forming the same; a statement of the purposes of such association; designation of the city, town, or village, or other place, where its principal place of business shall be located; a statement of the amount of capital stock; and the number of shares and par value of each. When thus signed and acknowledged, the said articles shall be recorded in the office of the recorder of deeds in the county or city in which the principal place of business of such corporation is to be located, and a certified copy thereof shall be filed in the office of the secretary of state, who, upon receiving the same and the fees required by law, shall issue a certificate of incorporation. (R. S. 1919, § 10248.)

§ 12750. Cooperative associations may issue preferred and common stock. By unanimous agreement, persons desiring to associate themselves together for the purpose of forming a corporation to conduct any agricultural or mercantile business on the cooperative plan under article 29,1 chapter 87, R. S. 1929, may issue both preferred and common stock in such corporation. (L. 1921, p. 272.)

The present statute given herein.

§ 12751. Fees. For incorporation under this article as hereinabove provided, there shall be paid into the State treasury a fee of $50 for the first $50,000 or less of capital stock, and the further sum of $5 for each additional $10,000 of its capital stock. The limitation upon the aggregate amount of capital stock shall be the same as in respect to other corporations. (R. S. 1919, § 10249.)