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to have printed a sufficient number of copies of the articles of incorporation and bylaws, so that a copy thereof may be delivered to each member and each person who may later become a member of the association.

Upon motion duly made and seconded, the following resolution was adopted: Resolved that the marketing agreement, in form as submitted to this meeting, a copy of which appears hereafter, is hereby approved:

(Here insert form of marketing agreement)

Upon motion duly made and seconded, the following resolution was adopted: Resolved that all subscriptions for stock" in the association and all marketing agreements tendered the association, appearing on the list submitted by the secretary, be accepted, and that the president and the secretary be, and they hereby are directed to carry out the terms and conditions of such stock subscriptions 42 and to execute all marketing agreements for and on behalf of the association.

Upon motion duly made and seconded, the following resolution was adopted:
Resolved that the
Bank be selected as a depositary

for the funds of the association.

Upon motion duly made and seconded, the following resolution was adopted: Resolved that all checks drawn upon the Bank, for withdrawal of funds of the association on deposit therewith, be signed by the manager (treasurer).

Upon motion duly made and seconded, the following resolution was adopted: Resolved that the manager (treasurer) is hereby authorized to receive all funds paid to the association, endorse all checks and other media of exchange, and deposit the same to the account of the association in Bank.

Upon motion duly made and seconded, the following resolution was adopted: Resolved that the executive committee be, and they are hereby, authorized to determine the amount of the bond or bonds which the bylaws specify shall be required of all officers, agents, and employees charged by the association with responsibility for the custody of any of its funds or property, and to see that the bonds, as required, are executed and presented for the approval of the board of directors.

(Similar resolutions should be adopted, providing for the insurance of the property of the association and for adequate insurance covering other contingencies. Any additional business transacted by the board should also be recorded here.) There being no further business to come before the meeting, on motion duly made, seconded, and unanimously adopted, the meeting adjourned.

Chairman.

41 Substitute application for membership in the case of a nonstock association. 42 Substitute "membership applications” in the case of a nonstock association.

INDEX

tions....

Made for permanent reserves.

Accountability of cooperatives:

Deductions

"Account stated," right of member to question deduc

Failure to account, effect on marketing contracts..

Page

122-123

121-122

118

Method of accounting prescribed in marketing contract, effect

on association..

92

Obligation to account as affected by passage of title to products.

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Paid by association to tenant, liability of landlord.

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Borrowing by association on products of members.
Liability of members for association debts.....

125

128

Money derived from sale of cheese garnished on account of association debt ....

126

Reimbursement to association for work on tobacco covered by chattel mortgage..

139

Seizure of commodities by creditor of association...

See also Taxes, Federal-Income-Internal Revenue Service; Taxes, State Real and personal property; Unincorporated cooperatives.

Agency contracts. See Agency basis of operation; Marketing con

tracts.

Acting on cost basis in disposing of farmers' products, hypo

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127

130

184-186

186

186

97

82

Allotment, basic milk, readjustment of, following sale of one-half

Page

of dairy herd.

93

Appendix...

301

Articles of agreement. See Unincorporated cooperatives.
Articles of association. See Articles of incorporation.

Articles of incorporation:

Amendments

Altering original purpose..

Decreasing rights of stockholders, consent to . .

Liability of association to stockholder who does not consent. .
Reorganizations, effort to restrict voting rights to actual
producers.

Reserved power of State.

Bingham Cooperative Marketing Act, text.

Certification, result of failure of Secretary of State to make.

Copy to members. . .

Designed to deceive unwary, refusal of permission to sell stock. .
Discussion...

Forms suggested, nonstock and stock corporations.

Legality of every provision.

Statutory requirements as to property rights and interests of

members.

15, 31

30

56

62

31

302

32

30

27

10-11

313

11

59

See also Charters.

Assessments:

Discussion.

123

Power of association to levy, in order to pay claim arising in tort.

124

Assets:

Amounts set aside for payment to holders of participating operation certificates..

128

Availability for satisfaction of debts of corporation regardless of branch offices. . . .

129

Circumstances under which notes do or do not become part of association's assets.

182-183

Commodities on which association has authority to borrow, consideration as.

125

Deductions and withholdings, status of unauthorized .
Deductions from sales proceeds, consideration as.

127

126, 127

Distribution when cooperative becomes insolvent, creditors whose debts both do and do not exceed charter limits. . . . . Distribution when cooperative is dissolved

41

Directors' trustee functions.

61

Discussion...

59-61

“Profits” made by cooperatives, consideration as.

Money received from members for specific purpose.

Receivership proceeding, marshaling of assets.

Return to patrons under revolving-fund plan of financing.
Sale-

Authorization by stockholders.

When organization is a going concern.

See also Unincorporated cooperatives.

Assignments:

127

126

89

225

75

63

"Authorized" at illegal meeting of directors, effect.

68

Claim against association not subject to attachment subsequent

to..

235

Assignments-Continued

Creditors, for benefit of, effect on appointment of receiver....
Marketing contracts—

To association of which growers had not become members,

By one cooperative to another..

liquidated damages..

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Page

89

94

143

151-152

29

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Money paid to trustee by members on account of liability imposed upon them by bylaws..

87

Money received previously from members for specific purpose. Recovery from mortgagee on account of excess advances.. Banks for cooperatives, borrowing from:

127

115

Nonmember business, effect.

Stock and nonstock associations.

Bibliography...

Bingham Cooperative Marketing Act:

Text.

Blue sky laws:

Applicability to incorporated, unincorporated, and nonstock corporations.

Compliance with, when organizing association

Conveyances of property exchanged for stock issued by cor-
porations without compliance with blue sky law.
Discussion...

Estoppel of stockholder from asserting that he was not a stock-
holder, having accepted dividends.

Failure to exhibit permit, effect on marketing contract.
Note given for purchase of security, when voidable..
Stockholder's status, stock issued without compliance with law..

Bonds:

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Availability to association when operating under a purchaseand-sale or an agency contract...

98

Bylaw provisions suggested, text for nonstock and stock corporations.

320

Furnishing to association before it pays over sales proceeds of crop to mortgagee . . .

138

Injunctions

Commodity stolen after issuance of restraining order.
Erroneous procurement...

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Qualifications.

Termination, provision proposed.

Discussion.....

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Of member who voted favorably on bylaw adversely
affecting his interests. . . .

Representation by association that bylaw was in effect,
although adopted by inadequate vote..

Failure to adopt one essential, effect upon related bylaws..
Failure to meet limitations of Federal or State constitutions

or statute under which association is incorporated..

Financial rights of members, when latter are bound .
Forms suggested, nonstock and stock corporations..

33-34

123

317

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