The incorporators of an association to be formed under the Cooperative Marketing Association Act must prepare and file articles of incorporation setting forth:

A. the name of the association, which may or may not include the word "cooperative";

B. its purposes;

C. its duration;

D. its principal place of business in the state;

E. the name and post office address of each of the incorporators;

F. the names and addresses of those who are to serve as incorporating directors for the first term or until the election and qualifications of their successors;

G. if organized without capital stock, whether the property rights and interests of each member are to be equal or unequal; if unequal, the general rule applicable to all members by which the property rights and interests respectively of each member shall be determined; and provision for the admission of new members who shall share in the property of the association in accordance with the general rule;

H. if organized with capital stock, the amount of such stock and the number of shares into which the capital stock is to be divided, whether all or part of the capital stock shall have par value and, if so, the par value thereof; and if there is to be more than one class of stock created, a description of the different classes, the number of shares in each class, the relative rights, interests and preferences each class shall represent and the dividends, which may be cumulative not exceeding eight percent per year, to which each share shall be entitled; and

I. in addition to the foregoing, the articles of incorporation may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement and transfer of its stock, if formed with capital stock, or any provision relative to the way or manner in which it shall operate with respect to its members, officers or directors and any other provisions relating to its affairs.

The articles of incorporation must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of the state to take and certify acknowledgments of deeds and conveyances and shall be filed with the secretary of state. When filed, the articles of incorporation or certified copies thereof shall be received in all courts of the state as prima facie evidence of the facts contained therein and of the due incorporation of the association.

History: Laws 1937, ch. 152, § 7; 1941 Comp., § 48-1307; 1953 Comp., § 45-14-7; 2013, ch. 75, § 49.

The 2013 amendment, effective July 1, 2013, required that the articles of incorporation of a marketing association be filed with the secretary of state; and in Subsection I, in the second unlettered paragraph, in the first sentence, after "filed with the", deleted "state corporation commission of this" and added "secretary of".

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Cooperative Associations § 14.

3 C.J.S. Agriculture §§ 140, 144.