Permalink
Browse files

Sat Oct 6 03:16:52 MDT 2012

  • Loading branch information...
1 parent d9ca503 commit 00adb50300c3086d4749394e9a8b327b7f0fee83 @divegeek committed Oct 6, 2012
Showing 22,323 changed files with 515,804 additions and 0 deletions.
The diff you're trying to view is too large. We only load the first 3000 changed files.
@@ -0,0 +1,4 @@
+3-1-1.1.   General corporation laws do not apply.
+
+Title 16, Chapter 10a, Utah Revised Business Corporation Act, does not apply to domestic or foreign corporations governed by this chapter, except as specifically provided in Sections 3-1-13.4, 3-1-13.7, and 3-1-16.1.
+
View
@@ -0,0 +1,4 @@
+3-1-1.   Declaration of policy.
+
+It is the declared policy of this state, as one means of improving the economic position of agriculture, to encourage the organization of producers of agricultural products into effective associations under the control of such producers, and to that end this act shall be liberally construed.
+
View
@@ -0,0 +1,26 @@
+3-1-2.   Definitions.
+
+As used in this act, unless the context or subject matter requires otherwise:
+
+(1) "Agricultural products" includes floricultural, horticultural, viticultural, forestry, nut, seed, ground stock, dairy, livestock, poultry, bee and any and all farm products.
+
+(2) "Articles" means the articles of incorporation.
+
+(3) "Association" means a corporation organized under this act, or a similar domestic corporation, or a foreign association or corporation if authorized to do business in this state, organized under any general or special act as a cooperative association for the mutual benefit of its members, as agricultural producers, and which confines its operation to purposes authorized by this act and restricts the return on the stock or membership capital and the amount of its business with nonmembers to the limits placed thereon by this act for associations organized hereunder.
+
+(4) "Board" means the board of directors.
+
+(5) "Domestic associations" means an association or corporation formed under the laws of this state.
+
+(6) "Foreign association" means an association or corporation not formed under the laws of this state.
+
+(7) "Member" includes the holder of a membership of which there shall be but one class, in an association without stock and the holder of common stock in an association organized with stock.
+
+(8) "Person" includes an individual, a partnership, a corporation and an association.
+
+(9) "Producer" means a person who produces agricultural products, or an association of such persons.
+
+(10) (a) "This act" means the "Uniform Agricultural Cooperative Association Act."
+
+(b) Associations shall be classified as and deemed to be nonprofit corporations, inasmuch as their primary object is not to pay dividends on invested capital, but to render service and provide means and facilities by or through which the producers of agricultural products may receive a reasonable and fair return for their products.
+
View
@@ -0,0 +1,10 @@
+3-1-3.   Qualifications of incorporators.
+
+(1) Five or more individuals may form an association if they are:
+
+(a) at least 18 years of age; and
+
+(b) engaged in agriculture.
+
+(2) One or more associations of individuals engaged in agriculture referred to in Subsection (1) may form an association.
+
View
@@ -0,0 +1,16 @@
+3-1-4.   Purposes.
+
+Such association may be organized for the purpose of engaging in any cooperative activity for producers of agricultural products in connection with:
+
+(1) producing, assembling, marketing, buying or selling agricultural products, or harvesting, preserving, drying, processing, manufacturing, blending, canning, packing, ginning, grading, storing, warehousing, handling, shipping, or utilizing such products, or manufacturing or marketing the by-products thereof;
+
+(2) seed and crop improvement, and soil conservation and rehabilitation;
+
+(3) manufacturing, buying or supplying to its members and others, machinery, equipment, feed, fertilizer, coal, gasoline and other fuels, oils and other lubricants, seeds, and all other agricultural and household supplies;
+
+(4) generating and distributing electrical energy and furnishing telephone service to its members and others;
+
+(5) performing or furnishing business or educational services, on a co-operative basis, for or to its members; or
+
+(6) financing any of the above enumerated activities.
+
View
@@ -0,0 +1,58 @@
+3-1-5.   Articles of incorporation.
+
+(1) (a) Articles of incorporation shall be signed in duplicate by each of the incorporators and acknowledged before a notary public.
+
+(b) Where the incorporators are associations, the president and secretary of each of the associations shall sign the articles of incorporation, and their signatures shall be acknowledged as provided in Subsection (1)(a).
+
+(c) The acknowledgment shall state that it is the good faith intention of the incorporators to commence and carry on the business specified in the articles, and if the incorporators are individuals, that each of them is at least 18 years of age.
+
+(2) (a) (i) The articles shall state the name of the association, which may include the word "cooperative."
+
+(ii) The corporate name shall be distinguishable from any registered name or trademark of record filed with the Division of Corporations and Commercial Code.
+
+(b) A statement of the association's purposes shall be included in the articles.
+
+(c) (i) The articles shall state the name and street addresses of each of the incorporators.
+
+(ii) If the association is organized with stock, a statement of the number of shares subscribed by each incorporator, which may not be less than one share, and the class or classes of shares for which each incorporator subscribes shall be stated in the articles.
+
+(d) The name and address of the registered agent shall be stated in the articles.
+
+(e) (i) The articles shall state whether the association was organized with or without stock.
+
+(ii) If the association was organized with stock, the total authorized number of par value shares and the par value of each share shall be specified.
+
+(iii) If any of the association's shares have no par value, the authorized number of the shares shall be specified.
+
+(iv) If more than one class of stock is authorized, the following shall be specified:
+
+(A) a description of the classes of shares;
+
+(B) the number of shares in each class;
+
+(C) the relative rights, preferences, and restrictions granted to or imposed upon the shares of each class; and
+
+(D) the dividends to which each class shall be entitled.
+
+(v) (A) If only one class of stock is authorized, it shall be common, and if more than one class is authorized, one class shall be designated common stock.
+
+(B) Common stock shall carry all voting rights.
+
+(f) (i) If the association is organized without stock, the articles shall state whether the property rights and interest of each member are equal or unequal.
+
+(ii) If the property rights and interests are unequal, the articles shall state the rule by which those rights and interests shall be determined.
+
+(3) The articles may also contain other provisions, consistent with the provisions of this chapter, for:
+
+(a) regulating the association's business or the conduct of its affairs;
+
+(b) the establishment of voting districts;
+
+(c) the election of delegates to represent voting districts and the members residing within them;
+
+(d) representation of each district upon the board of directors;
+
+(e) changing the number of directors to correspond to changes in the number of districts; and
+
+(f) the issuance, retirement, and transfer of memberships and stock.
+
View
@@ -0,0 +1,8 @@
+3-1-6.   Filing articles of incorporation -- Certificate of incorporation -- Fees -- Constructive notice.
+
+(1) The articles of incorporation shall be filed with the Division of Corporations and Commercial Code, which shall thereupon issue a certificate of incorporation. This certificate or a certified copy of the same shall be prima facie evidence of the due incorporation of the association. Upon the issuance of such certificate of incorporation, the corporate existence begins.
+
+(2) The Division of Corporations and Commercial Code shall establish a fee pursuant to Section 63J-1-504 for filing articles of incorporation with the division, for securing a certified copy of the articles, for the issuance of a certificate of incorporation, and for filing amendments to the articles, whether incorporated with or without stock.
+
+(3) No person dealing with the association may be charged with constructive notice of the contents of the articles or amendments thereto by reason of such filing or recording.
+
View
@@ -0,0 +1,36 @@
+3-1-7.   Amendments to articles of incorporation.
+
+(1) An association may amend its articles of incorporation by the affirmative vote of a majority of the members voting at:
+
+(a) a regular meeting; or
+
+(b) a special meeting called for that purpose.
+
+(2) Written notice of the proposed amendment and of the time and place of the meeting shall be provided to the members of the association by any one of the following procedures:
+
+(a) by mail at the last-known address at least 10 days prior to the meeting;
+
+(b) by personal delivery at least 10 days prior to the meeting; or
+
+(c) by publication not less than 10 days or more than 60 days prior to the meeting:
+
+(i) in a periodical published by or for the association, to which substantially all of its members are subscribers or;
+
+(ii) in a newspaper or newspapers whose combined circulation is general in the territory in which the association operates; and
+
+(iii) as required in Section 45-1-101.
+
+(3) In addition to one of the means set forth in Subsection (2), the association may give notice by any method established pursuant to the articles of incorporation or bylaws of the association.
+
+(4) The bylaws may require that the notice period be longer than 10 days.
+
+(5) An amendment affecting the preferential rights of any outstanding preferred stock may not be adopted until the written consent of the holders of a majority of the outstanding preference shares has been obtained.
+
+(6) After an amendment has been adopted, articles of amendment shall be:
+
+(a) prepared, in duplicate, setting forth the amendment and the fact of the adoption;
+
+(b) signed and acknowledged by the president, chair, vice president, or vice chair and by the secretary or treasurer; and
+
+(c) filed in the same manner as the original articles of incorporation.
+
View
@@ -0,0 +1,18 @@
+3-1-8.   Bylaws.
+
+The members of the association shall adopt bylaws not inconsistent with law or the articles, and they may alter and amend the same from time to time. Bylaws may be adopted, amended or repealed, at any regular meeting, or at any special meeting called for that purpose, by a majority vote of the members voting thereon. The bylaws may provide for:
+
+(1) the time, place and manner of calling and conducting meetings of the members, and the number of members that shall constitute a quorum;
+
+(2) the manner of voting and the condition upon which members may vote at general and special meetings and by mail or by delegates elected by district groups or other associations;
+
+(3) subject to any provision thereon in the articles and in this act, the number, qualifications, compensation, duties and terms of office of directors and officers; the time of their election and the mode and manner of giving notice thereof;
+
+(4) the time, place and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum;
+
+(5) rules consistent with law and the articles for the management of the association, the establishment of voting districts, the making of contracts, the issuance, retirement, and transfer of stock, and the relative rights, interests and preferences of members and shareholders;
+
+(6) penalties for violations of the bylaws; and
+
+(7) such additional provisions as shall be deemed necessary for the carrying out of the purposes of this act.
+
View
@@ -0,0 +1,34 @@
+3-1-9.   Powers.
+
+(1) An association formed under this act, or an association which might be formed under this act and which existed at the time this act took effect, shall have power and capacity to act possessed by natural persons and may do each and everything necessary, suitable, or proper for the accomplishment of any one or more of the purposes, or the attainment of any one or more of the objects herein enumerated or conducive to or expedient for the interests or benefit of the association, and may exercise all powers, rights, and privileges necessary or incident thereto, including the exercise of any rights, powers, and privileges granted by the laws of this state to corporations generally, excepting such as are inconsistent with the express provisions of this act.
+
+(2) Without limiting or enlarging the grant of authority contained in Subsection (1), it is hereby specifically provided that every such association shall have authority:
+
+(a) to act as agent, broker, or attorney in fact for its members and other producers, and for any subsidiary or affiliated association, and otherwise to assist or join with associations engaged in any one or more of the activities authorized by its articles, and to hold title for its members and other producers, and for subsidiary and affiliated association to property handled or managed by the association on their behalf;
+
+(b) to make contracts and to exercise by its board or duly authorized officers or agents, all such incidental powers as may be necessary, suitable or proper for the accomplishment of the purposes of the association and not inconsistent with law or its articles, and that may be conducive to or expedient for the interest or benefit of the association;
+
+(c) to make loans or advances to members or producer-patrons or to the members of an association which is itself a member or subsidiary thereof; to purchase, or otherwise acquire, endorse, discount, or sell any evidence of debt, obligation or security;
+
+(d) to establish and accumulate reasonable reserves and surplus funds and to abolish the same; also to create, maintain, and terminate revolving funds or other similar funds which may be provided for in the bylaws of the association;
+
+(e) to own and hold membership in or shares of the stock of other associations and corporations and the bonds or other obligations thereof, engaged in any related activity; or, in producing, warehousing or marketing any of the products handled by the association; or, in financing its activities; and while the owner thereof, to exercise all the rights of ownership, including the right to vote thereon;
+
+(f) to acquire, hold, sell, dispose of, pledge, or mortgage, any property which its purposes may require;
+
+(g) to borrow money without limitation as to amount, and to give its notes, bonds, or other obligations therefor and secure the payment thereof by mortgage or pledge;
+
+(h) to deal in products of, and handle machinery, equipment, supplies and perform services for nonmembers to an amount not greater in annual value than such as are dealt in, handled or performed for or on behalf of its members, but the value of the annual purchases made for persons who are neither members nor producers may not exceed 15 per centum of the value of all its purchases. Business transacted by an association for or on behalf of the United States or any agency or instrumentality thereof, shall be disregarded in determining the volume or value of member and nonmember business transacted by such association;
+
+(i) if engaged in marketing the products of its members, to hedge its operations;
+
+(j) to have a corporate seal and to alter the same at pleasure;
+
+(k) to continue as a corporation for the time limited in its articles, and if no time limit is specified then perpetually;
+
+(l) to sue and be sued in its corporate name;
+
+(m) to conduct business in this state and elsewhere as may be permitted by law; and
+
+(n) to dissolve and wind up.
+
View
@@ -0,0 +1,34 @@
+3-1-10.   Members -- Qualifications and liabilities -- Voting rights.
+
+(1) As used in this section, "patronage" means business or services transacted or performed by a member or shareholder with an association.
+
+(2) (a) An association may only have as members or issue common stock to:
+
+(i) current producers of agricultural products;
+
+(ii) tenants and landlords receiving a share of the crop; and
+
+(iii) cooperative associations of those producers.
+
+(b) The incorporators named in the articles shall be members of the association, and shall pay the same amount and in the same manner for their membership or stock as do other members.
+
+(3) A stockholder may not hold more than one share of the common voting stock.
+
+(4) (a) Under the terms and conditions prescribed in the bylaws, a member shall lose his or her membership if that member no longer qualifies for membership under this section.
+
+(b) Despite termination of membership under Subsection (4)(a), the former member shall remain subject to any liability he or she incurs while a member of the association.
+
+(5) A member is not personally liable for any debt or liability of the association.
+
+(6) (a) (i) A member or stockholder is entitled to:
+
+(A) one vote based on the amount of stock or membership capital owned; and
+
+(B) additional votes, if the bylaws provide that a member or shareholder is entitled to more than one vote based on actual patronage of the association.
+
+(ii) A vote may not be cast by proxy, unless the member is a corporation, in which case its vote may be cast by an authorized representative.
+
+(b) (i) The bylaws of an association may provide that a member may vote by signed ballot.
+
+(ii) The member's signature on a ballot shall be notarized by a notary public before the ballot can be counted in any election.
+
Oops, something went wrong.

0 comments on commit 00adb50

Please sign in to comment.