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delivery except for legally recorded chattel mortgages given for value and prior to the first day of July in any season on such products or commodities whether such mortgages are given before or after the making of such contract of sale. The contract may provide, among other things, that the association may sell or re-sell the products delivered by its members, with or without taking title thereto; and pay over to its members the re-sale price, after deducting all necessary selling, overhead and other costs and expenses, including interest or dividends on stock, not exceeding eight per cent per annum; and reserves for retiring the stock, if any; and other proper reserves; and for any other deductions.

Sec. 18. Remedies for breach of contracts; by-laws may fix liquidated damages; injunctions to restrain breaches of contract. (a) The by-laws or the marketing contract may fix, as liquidated damages, a specific sum to be paid by a member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member shall pay all costs, premiums for bonds, expenses and fees, in case any action is brought upon the contract by the association; and any such provisions shall be valid and enforceable in the courts of this state; and such clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.

(b) In the event of any such breach or threatened breach of such marketing contract by a member, the supreme judicial court may restrain by injunction further breach of the contract and may decree specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the said court may grant a temporary restraining order and preliminary injunction against the member.

(c) In any action upon such marketing agreement, it shall be conclusively presumed that a landowner or landlord or lessor is able to control the delivery of products produced on his land by tenants or others, whose tenancy or possession or work on such land, or the terms of whose tenancy or possession or labor thereon, were created or changed after execution by the landowner or landlord, or lessor, of such a marketing agreement; and in such action, the foregoing remedies for non-delivery or breach shall lie and be enforceable against such landowner, landlord or lessor.

Sec. 19. Acquiring stock or property of other corporations, persons or firms, how effected. Whenever an association, organized hereunder with preferred capital stock, shall purchase the stock or any property, or any

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interest in any property, of any person, firm, corporation or association, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest, shares of its preferred capital stock to 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. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.

Sec. 20. Annual report. Each association formed under this act shall prepare and submit to its annual meeting an annual report containing the name of the association, its principal place of business; a general statement of its business operations during the fiscal year, showing the amount of capital stock paid for and the number of stockholders, if a stock association, or the number of members and amount of membership fees received, if a non-stock association; the total expenses of operation; the amount of its indebtedness or liabilities, and its balance sheets.

Sec. 21. Conflicting laws not to apply. Any provisions of law which are in conflict with this act shall be construed as not applying to the associations herein provided for.

Any exemptions whatsoever under any and all existing laws applying to agricultural products in the possession or under the control of the individual producer, shall apply similarly and completely to such products delivered by its farmer members, in the possession or under the control of the association.

Sec. 22. Use of word "co-operative," limited. No person, firm, corporation or association, hereafter organized or hereafter undertaking to do business in this state, as a farmers' marketing association for the sale of farm products, shall be entitled to use the word "co-operative" as part of its corporate or other business name or title, unless it has complied with the provisions of this act.

Sec. 23. May have interests in other corporations or associations. 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, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing or selling the agricultural products handled by the association, or by-products thereof.

If such corporations are warehousing corporations, they may issue legal warehouse receipts of the association against the commodities delivered, and such legal warehouse receipts shall be considered as adequate collateral

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to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed, or licensed and bonded, under the laws of this or any other state or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.

Sec. 24. May have contracts and agreements with other associations. Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements, contracts and arrangements with any other co-operative corporation, association or associations, formed in this or in any other state, for the co-operative and more economical carrying on of its business or any part or parts thereof. Any two or more associations may, by agreement, unite in employing and using or may separately employ and use the same personnel, methods, means and agencies for carrying on and conducting their respective businesses.

Sec. 25. Rights and remedies apply to similar associations of other states. Any corporation or association heretofore or hereafter organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations and functions in this state upon compliance with the general regulations applicable to foreign corporations desiring to do business in this state, and all contracts which could be made by any association incorporated hereunder, made by or with such association shall be legal and valid and enforceable in this state with all of the remedies set forth in this act.

Sec. 26. Existing corporations and associations may adopt provisions of this act. Any corporation or association, organized under previously existing statutes, may, by a majority vote of its stockholders or members, be brought under the provisions of this act by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by its directors to the effect that the corporation or association has, by a majority vote of the stockholders or members, decided to accept the benefits and be bound by the provisions of this act and has authorized all changes accordingly. Articles of incorporation shall be filed as required in section seven hereof, except that they shall be signed by the members of the then board of directors. The filing fee shall be the same as for filing an amendment to certificate of organization.

When any association shall be hereafter incorporated under this act, all contracts heretofore made, by or on behalf of same, by the promoters

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thereof, in anticipation of such associations becoming incorporated under the laws of this state, whether such contracts be made by or in the name of some corporation organized elsewhere or otherwise, and when same would have been valid if entered into subsequent to the passage of this act, are hereby validated as if made after the passage of this act.

Sec. 27. Penalty for inducing member to break contract; and for spreading false reports regarding association. Any person or persons or any corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association organized hereunder, or organized under similar statutes of other states, with similar restrictions and rights and operating in this state under due authority, to breach his marketing contract with the association, or who maliciously and knowingly spread false reports about the finances or management or activity thereof, shall be guilty of a misdemeanor and be subject to a fine of not less than one hundred dollars and not more than one thousand dollars for each such offense; and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars for each such offense.

Sec. 28. Warehousemen receiving member's products in violation of member's contract prohibited; penalty. Any person, firm or corporation conducting a warehouse within this state who solicits or persuades or knowingly permits any member of any association organized hereunder to breach his marketing contract with the association by accepting or receiving such member's products for sale or for auction or for display for sale, contrary to the terms of any marketing agreement of which said person or any member of the said firm or any active officer or manager of the said corporation has knowledge or notice, shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars for each such offense; and such association may apply to the supreme judicial court for an injunction against such warehouseman to prevent further breaches and a multiplicity of actions thereon. In addition said warehouseman shall pay to the association a reasonable attorney's fee and all costs involved in any such litigation or proceeding at law.

This section is enacted in order to give marketing associations an adequate remedy in the courts against those who encourage violations of co-operative contracts.

Sec. 29. Organization under this act not deemed to be in restraint of trade, conspiracies or illegal monopolies. No association organized hereunder and complying with the terms hereof shall be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition or to fix prices arbitrarily; and the mar

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keting contracts and agreements between the association and its members and any agreements authorized in this act shall not be deemed illegal as such or in unlawful restraint of trade or as part of a conspiracy or combination to accomplish an improper or illegal purpose.

Sec. 30. Part of act unconstitutional not to affect remainder. If any section of this act shall be declared unconstitutional for any reason, the remainder of the act shall not be affected thereby.

Sec. 31. Provisions of general corporation laws applicable. The provisions of the general corporation laws of this state and all powers and rights thereunder shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of this act.

Sec. 32. Annual franchise tax fixed. Each association organized hereunder shall pay an annual fee of ten dollars only, in lieu of all franchise or license or corporation or other taxes, or taxes or charges upon reserves held by it for members.

Sec. 33. Fees for filing certificate of organization and amendments. For filing certificate of organization, an association organized hereunder shall pay ten dollars; and for filing an amendment thereto, two and fifty hundredths dollars.

Sec. 34. Emergency clause. In view of the emergency set forth in the preamble hereof, this act shall take effect when approved.

Approved March 24, 1923.

Chapter 89.

An Act to Amend Section Fifty-one of Chapter Fifty-one of the Revised Statutes, Relating to Change of Name of a Corporation.

Be it enacted by the People of the State of Maine, as follows:

R. S., c. 51, sec. 51; relating changing name of corporation, and filing copy of vote, amended. Section fifty-one of chapter fifty-one of the revised statutes is hereby amended by adding at the end thereof the words 'A certificate of the change of name of a corporation shall be filed by the clerk of the corporation in the registry of deeds of the county, in which the corporation has its location, within twenty days after the proceedings of the meeting are returned to the office of the secretary of state,' so that said section, as amended, shall read as follows:

'Sec. 51. Certificate of change of name to be filed in registry of deeds. A corporation, at a legal meeting of its stockholders, may vote to change