2-10-80 G
2-10-80.
This article may be cited as the "Cooperative Marketing Act."
2-10-81 G
2-10-81.
As used in this article, the term:
(1) "Agricultural products" means:
(A) Any horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm products; and
(B) Any marine or aquatic animal species, including, but not limited to, shrimp, crabs, oysters, finfish, and clams.
(2) "Association" means any corporation organized under this article.
(3) "Members" means actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
(4) "Persons" means individuals, firms, partnerships, corporations, and associations.
2-10-82 G
2-10-82.
Associations organized under this article shall be deemed to be nonprofit since they are not organized to make profits for themselves, as such, or for their members, as such, but only for their members as producers.
2-10-83 G
2-10-83.
Five or more persons engaged in the production of agricultural products may form a nonprofit, cooperative association, with or without capital stock, under this article.
2-10-84 G
2-10-84.
(a) Persons desiring to be incorporated under this article must prepare and file in the office of the Secretary of State articles of incorporation setting forth:
(1) The name of the association;
(2) The purpose for which it is formed;
(3) The place where its principal business will be transacted;
(4) The names and addresses of not less than five persons who are
to serve as directors for the first term or until the election of their successors;(5) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; and, if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member may and shall be
determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules, provided that this provision of the charter shall not be altered, amended, or repealed except by the written consent or the vote of three-fourths of the members;(6) If organized with capital stock, the amount of such stock, the number of shares into which it is divided, and the par value thereof; the capital stock may be divided into preferred and common stock; and if so divided, the articles of incorporation must contain a statement of the number of shares of stock to which
preference is granted, the number of shares of stock to which no preference is granted, and the nature and extent of the preference and privileges granted to each.(b) 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; and the issuance,
retirement, and transfer of its stock, if formed with capital stock; any provisions 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, provided that nothing so set forth shall be construed as limiting any of the rights or powers otherwise given to such associations.(c) The articles of incorporation must be subscribed by the incorporators and verified by one of them before an officer authorized by the law of this state to attest deeds and conveyances. The petition shall be filed and further proceedings shall be had in accordance with the general corporation laws for the incorporation of private companies by the Secretary of State as set forth in Title 14.
2-10-85 G
2-10-85.
Amendments of the charter may be authorized at any regular meeting of the stockholders or members or at any special meeting called for that purpose. An amendment must first be approved by two-thirds of
the directors and then adopted by a vote representing a majority of a quorum of the members attending a meeting, for which notice of the proposed amendment shall have been given. Amendments to the charter, when so adopted, shall be applied for and secured in accordance with the provisions of the general corporation laws for the amendment of charters of corporations incorporated by the Secretary of State, as provided in Title 14.2-10-86 G
2-10-86.
(a) Each association incorporated under this article, within 30 days after its incorporation, shall adopt for its government and management a code of bylaws not inconsistent with the powers granted by this article. A majority vote of a quorum of the members or stockholders attending a meeting shall be sufficient to adopt or amend the bylaws when notice of the proposed bylaw or bylaws is given prior to the meeting.
(b) Under its bylaws each association may provide for any or all of the following matters:
(1) The time, place, and manner of calling and conducting its meetings;
(2) The number of stockholders or members constituting a quorum;
(3) The right of members or stockholders to vote by proxy, by mail, or by both and the conditions, manner, form, and effects of such votes;
(4) The number of directors constituting a quorum;
(5) The qualifications, compensation, duties, and term of office of directors and officers; the time of their election; and the mode and manner of giving notice thereof;
(6) Penalties for violations of bylaws;
(7) The amount of entrance, organization, and membership fees, if any; the manner and method of collecting the same; and the purposes for which they may be used;
(8) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member or stockholder for services rendered by the association to him or her and the time of payment and manner of collection thereof; and the marketing contract between the association and its members or stockholders, which every member or stockholder may be required to sign;
(9) The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock;
(10) The method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock and the manner of assignment and transfer of the interests of members and of the shares of common stock;
(11) The conditions upon which and time when the membership of any member shall cease; the automatic suspension of the rights of a member when he or she ceases to be eligible for membership in the
association; and the mode, manner, and effect of the expulsion of a member; and(12) The manner of determining the value of a member's property interest in the association and provision for its purchase by the association upon the death or withdrawal of a member or stockholder or upon the expulsion of a member or forfeiture of his or her membership, provided that, at the option of the
association, such value may be determined by conclusive appraisal by the board of directors.2-10-87 G
2-10-87.
(a) The affairs of the association shall be managed by a board of not less than five directors elected by the members or stockholders from their own number.
(b) The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts. In such a case the bylaws shall specify the number of directors to be elected by each district and the manner and method of reapportioning the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such
districts and whether the results of all such elections shall be final or shall be ratified by the next regular meeting of the association.(c) The bylaws may provide that one or more directors may be appointed by the Commissioner, the dean of the College of Agricultural and Environmental Sciences of the University of Georgia, or any other public official or commission. The director or directors so appointed need not be members or stockholders of the
association but shall have the same powers and rights as other directors.(d) An association may provide a fair remuneration to its officers and directors for their services to the association.
(e) No director, during the term of his or her office, shall be a party to a marketing or purchasing contract with the association the provisions of which differ in any way from the marketing or purchasing contracts generally accorded regular members or holders of common stock of the association in the same trade area, or to any other kind of contract that affects the amount of the association's patronage distributions to the director the terms of which differ from terms generally current in that district.
(f) When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board shall fill the vacancy by a majority vote. If the bylaws provide for an
election of directors by district, the person filling the vacancy must live in the district for which the vacancy exists.2-10-88 G
2-10-88.
(a) The directors shall elect from their number a president and one or more vice-presidents. They shall also elect a secretary and a treasurer, who need not be directors. They may combine the two latter offices and designate the combined office as secretary-treasurer. The treasurer may be a bank or any depositary
and, as such, it shall not be considered as an officer but as a function of the board of directors. In such case the secretary shall perform the usual accounting duties of the treasurer, provided that funds shall be deposited only as authorized by the board of directors.(b) The charter of the association may provide for the election of its officers by the members of the association and from persons other than the directors thereof. Any provision of the nature referred to in the preceding sentence contained in the charter of an association or an amendment thereto as of March 30, 1965, is ratified and confirmed as though placed therein subsequent to March 30, 1965.
2-10-89 G
2-10-89.
(a) Any member may bring charges against an officer or director by filing such charges in writing with the secretary of the association together with a petition signed by 10 percent of the members requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association. By a vote of a majority of the members, the association may remove the officer or director and fill the vacancy. Prior to the meeting, the director or officer against whom charges
have been brought shall be informed in writing of the charges. He shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses and the person or persons bringing the charges against him shall have the same opportunity.(b) When the bylaws provide for election of directors by districts with primary elections in each district, the petition for removal of a director shall be signed by 20 percent of the members residing in the district from which he was elected. The board of directors shall call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.
2-10-90 G
2-10-90.
Under the terms and conditions prescribed in its bylaws, an association may admit as members or issue common stock only to persons, associations, or corporations composed solely of persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of such products and any lessors and landlords who receive as rent all or part of the crop raised on the leased premises. Any such persons, associations of persons, or
corporations may be citizens of or organized under the laws of this state or any other state of the United States. If a member of a nonstock association is other than a natural person, such member may be represented by any individual, associate, officer, or member thereof duly authorized in writing.2-10-91 G
2-10-91.
(a) When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership. No association shall issue stock to a member until it has been fully paid for. Promissory notes of the members may be accepted by the association as full or partial
payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote.(b) Except for debts lawfully contracted between the member and the association, no member shall be liable for the debts of the association in an amount exceeding the sum remaining unpaid on his
membership fee or his subscription to the capital stock, including any unpaid balance or any promissory notes given in payment thereof.(c) No stockholder of a cooperative association shall own more than 20 percent of the common stock of the association; and an association, in its bylaws, may limit the amount of common stock which one member may own to any amount less than 20 percent of the common stock.
(d) No member or stockholder shall be entitled to more than one vote; provided, however, that this prohibition shall not apply to associations composed of producers of any forestry product or products.
(e) Any association organized with stock under this article may issue preferred stock with or without the right to vote. Such stock may be redeemable or retirable by the association on such terms and conditions as may be provided for by the articles of incorporation and printed on the face of the certificate.
(f) The association may, at any time, except when its debts exceed 50 percent of its assets, buy in or purchase its common stock at the book value thereof and pay for it in cash within one year thereafter. Book value shall be conclusively determined by the board of directors.
2-10-92 G
2-10-92.
(a) In its bylaws each association shall provide for one or more regular meetings annually.
(b) The board of directors shall have the right to call a special meeting at any time.
(c) Ten percent of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting shall
thereupon be called by the directors.(d) Notice of all meetings, together with a statement of the purpose thereof, shall be mailed to each member at least ten days prior to the meeting, provided that the bylaws may require instead that such
notice shall be given by publication in a newspaper of general circulation published at the principal place of business of the association.2-10-93 G
2-10-93.
Upon demand of one-third of the entire board of directors, any matter that has been approved or passed by the board shall be referred to the entire membership or the stockholders for decision at the next special or regular meeting, provided that a special meeting may be called for the purpose.
2-10-94 G
2-10-94.
Each association incorporated under this article shall have the following powers:
(1) To engage in any activity in connection with:
(A) The marketing, selling, harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, ginning, or utilizing of any agricultural products produced or delivered to it by its members or the manufacturing or marketing of the by-products thereof;
(B) The manufacturing, selling, and supplying to and the purchasing, hiring, or using by its members of supplies, machinery, or equipment;
(C) The terracing of lands or the prevention of soil erosion; and
(D) The financing of any of the activities enumerated in subparagraphs (A) through (C) of this paragraph;
(2) To handle and deal in the agricultural products of nonmembers in an amount equal in value to, but not greater in value than, that handled by it for members;
(3) To borrow money and to make advances to members;
(4) To act as the agent or representative of any member or nonmembers in any of the activities mentioned in paragraphs (1) through (3) of this Code section;
(5) To purchase or otherwise acquire, to hold, own, and exercise all rights of ownership in, and to sell, transfer, or pledge shares of the capital stock or bonds of any corporation or association engaged in any related activity, in the handling or marketing of any of the products handled by the association or in
the financing of the association;(6) To establish reserves and to invest the funds thereof in bonds or such other property as may be provided in the bylaws;
(7) 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 as may be incidental thereto;
(8) To apply for, establish, register, secure, own, and develop patents, trademarks, and copyrights;
(9) To do everything necessary, suitable, or proper for the accomplishment of any of the purposes or the attainment of any of the objects enumerated in this Code section or conducive to or expedient for the interest or benefit of the association and to contract accordingly; and
(10) 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, along with any other rights, powers, and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with express provisions of this article.
2-10-95 G
2-10-95.
Each association incorporated and organized after April 3, 1978, pursuant to this article shall have perpetual duration unless a limited period of duration is provided for and stated in its charter
or articles of incorporation or in an amendment thereto. Each association incorporated and organized pursuant to this article which is in existence on April 3, 1978, shall have perpetual duration unless a limited period of duration is thereafter provided for and stated in an amendment to its charter or articles of incorporation.2-10-96 G
2-10-96.
Whenever an association organized under this article with preferred capital stock desires to purchase the stock of any person, firm, corporation, or association or any property or property interest thereof, it may make the purchase, in whole or in part, by exchanging for the acquired interest shares of its preferred capital stock, in an amount which at par value would equal the fair market value of the stock or interest so purchased, as determined by the board of directors. The transfer to the association of the stock or
interest so purchased shall be equivalent to payment in cash for the shares of stock issued.2-10-97 G
2-10-97.
Common stock of cooperative associations organized under this article may only be transferred to other such associations and to individuals, firms, partnerships, and other associations and corporations engaged in the production of agricultural products. Such restrictions must be printed upon every certificate of common stock.
2-10-98 G
2-10-98.
A cooperative association organized under this article may join with other such associations or with individuals, firms, partnerships, or other associations or corporations engaged in the production of
agricultural products to form a nonprofit cooperative association, with or without capital stock, under this article and may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any association, with or without capital stock, or any other corporation engaged in any activity authorized by this article.2-10-99 G
2-10-99.
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock, which are engaged in
preserving, drying, processing, canning, packing, storing, handling, shipping, ginning, utilizing, manufacturing, marketing, or selling the agricultural products or by-products handled by the association.If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association or to any other person. Such legal warehouse receipts shall be considered to be adequate
collateral to the extent of the current value of the commodity represented thereby. If such warehouse is licensed or licensed and bonded under the laws of this state or the United States, its warehouse receipts shall not be challenged or discriminated against because of ownership or control, whether complete or partial, by the association.2-10-100 G
2-10-100.
(a) Upon resolution adopted by its board of directors, any association may enter into all necessary and proper contracts and agreements and may make all necessary and proper stipulations, agreements, contracts, and arrangements with any other cooperative corporation, association, or associations formed in this or in any other state for the cooperative and more economical carrying on of its business or any part or parts thereof.
(b) Any two or more associations may by agreement unite in employing and using or may separately employ and use the same methods, means, and agencies for carrying on and conducting their respective
businesses.2-10-101 G
2-10-101.
(a) The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over ten years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products of its members, with or without taking title thereto, and may pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, including (1) dividends on preferred stock and reserves for retiring the stock, if any; (2) other proper reserves; (3) dividends not exceeding 8 percent per annum upon common stock; and (4) other items deemed proper.
(b) The bylaws and the marketing contract may fix, as liquidated damages, specified sums to be paid by the member or stockholder to the association upon the breach by him of any provision of the
marketing contract regarding the sale, delivery, or withholding of products and may provide that the member will pay all costs, premiums on bonds, expenses, and fees in case any action is brought upon the contract by the association. Any such provisions shall be valid and enforceable in the courts of this state.(c) In the event of any breach or threatened breach of a marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree providing for the specific performance thereof. Pending the adjudication of such an action, upon the filing of a verified
petition showing the breach or threatened breach and of a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.2-10-102 G
2-10-102.
A cooperative association organized under this article may engage in
activities in connection with the production of agricultural products and in furnishing farm business services to its members.2-10-103 G
2-10-103.
During any fiscal year, a cooperative association organized under this article may handle agricultural products of and engage in other business for nonmembers in value equal to but not greater than that
for members.2-10-103.1 G
2-10-103.1.
A cooperative association organized under this article shall have the powers from time to time (1) to acquire part or all of the debt or equity or both of any corporations, partnerships, or other legal
entities engaged in any agricultural or other businesses, (2) to join with others to create or to own all or part of any such entities, and (3) to control and manage such entities. The business of any such entities shall not be considered to be the business of the cooperative association for purposes of Code Section 2-10-94, Code Section 2-10-103, or any other Code section of this article.2-10-104 G
2-10-104.
Each association formed under this article shall prepare an annual report, on forms furnished by the Secretary of State, indicating the name of the association, its principal place of business, and a general statement of its business operations during the fiscal year. If the association is a stock association, the report shall show the amount of capital stock paid up and the number of stockholders. If the association is a nonstock association, the report shall show the number of members and the amount of membership fees received. The report shall also show the total expenses of operation, the amount of indebtedness or liability, and the balance sheets of the association.
2-10-105 G
2-10-105.
Each association organized under this article shall pay an annual license fee of $10.00 but shall be exempt from all franchise or license taxes.
2-10-106 G
2-10-106.
Net income of a cooperative association organized under this article, in excess of additions to reserves, surpluses, and other authorized deductions, may be distributed to members and to nonmember patrons on the basis of patronage. Any distribution of reserves or surpluses at any time shall be made to members at the time distribution is ordered and to other persons entitled thereto on the basis of patronage.
2-10-107 G
2-10-107.
No association organized under this article shall be deemed to be a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily; nor shall the marketing contracts or agreements between the association and its members or any agreement authorized in this article be considered illegal or in restraint of trade.
2-10-108 G
2-10-108.
The general corporation laws of this state applicable to nonprofit corporations, as amended from time to time, and all powers and rights thereunder shall apply to the associations organized under this article, except where such laws are in conflict or inconsistent with the express provisions of this article.
2-10-109 G
2-10-109.
No provisions of law which are in conflict with this article shall be construed as applying to the associations provided for in this article.
2-10-110 G
2-10-110.
Any corporation or association organized under any statute of this or any other state, by majority vote of its stockholders or members, may be brought under this article by limiting its membership to the classes mentioned in this article, by adopting the other restrictions provided in this article, and by filing articles of
incorporation with the Secretary of State, if it has not done so already, and otherwise complying with the general corporation laws for the incorporation of private companies as set forth in Title 14. Such corporations shall be entitled to all the privileges and immunities and shall be subject to all the restrictions contained in this article.2-10-111 G
2-10-111.
No person, firm, corporation, or association organized or doing business in this state as a cooperative association to market agricultural products shall be entitled to use the word "cooperative" as part of its corporate or other business name or title unless it has complied with this article or Ga. L. 1920, p.
125, Sections 1 through 13.
Last Revised: August 29, 2001
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