2023 Illinois Compiled Statutes › Chapter 805 - BUSINESS ORGANIZATIONS › 805 ILCS 315/ - Agricultural Co-Operative Act.

(805 ILCS 315/1) (from Ch. 32, par. 440)
Sec. 1. 
		
		In order to promote, foster and encourage the intelligent and
orderly marketing of agricultural products through co-operation; to
eliminate speculation and waste; to make the distribution of agricultural
products between producer and consumer as direct as can be efficiently
done; to stabilize the marketing of agricultural products, and to provide
for the organization and incorporation of agricultural co-operative
associations and societies, this Act is passed.
(Source: Laws 1929, p. 280.)
(805 ILCS 315/2) (from Ch. 32, par. 441)
Sec. 2. 
		Definitions and short title.
(a) As used in this Act:
The term "Director of Agriculture" means the Director of the Illinois
Department of Agriculture or the Director's designee.
The term "agricultural products" shall include horticultural,
viticultural, forestry, dairy, live stock, poultry, bee and any farm and
aquatic products and fur bearing animals raised in captivity and their
products.
The term "member" shall include actual members of associations
without capital stock, and holders of common stock in associations
organized with capital stock.
The term "association" means any corporation organized under this
Act, or any corporation formed under any general or special act of this or
any other state as a co-operative association, organized for the mutual
benefit of its members, and in which the returns on the stock or membership
capital is limited to an amount not to exceed 8% per annum, and in which during
any fiscal year thereof the value of business done with non-members shall not
exceed the business done with members during the same period, and in which
substantially all of the issued and outstanding shares of capital stock or
memberships are owned, held and controlled directly or indirectly, by producers
of agricultural products.
The term "person", except when used in reference to an
officer or member of the board of directors, in which case it
means an individual,
shall include
any individual or
any entity, including but not limited to a sole proprietorship, a partnership,
a corporation, a cooperative, an association, a limited liability company, an
estate, or a trust.
(b) Associations organized hereunder shall be deemed "non-profit", inasmuch
as they are not organized to make profit for themselves, as such, or for their
members, as such, but only for their members as producers.
(c) This Act may be cited as the  Agricultural Co-Operative Act.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/3) (from Ch. 32, par. 442)
Sec. 3. 
		
		Eleven (11) or more persons, a majority of whom are residents of
this State, engaged in the production of agricultural products, may form a
non-profit, co-operative association, with or without capital stock, under
the provisions of this Act.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/4) (from Ch. 32, par. 443)
Sec. 4. 
		
		An association may be organized under this Act for the purpose of
engaging in any co-operative activity in connection with the producing,
marketing or selling of agricultural products or with the harvesting,
preserving, drying, processing, canning, packing, grading, storing,
warehousing, handling, shipping or utilizing such products; or the
manufacturing or marketing of the by-products thereof; or in connection
with any of the activities mentioned herein, the manufacturing, selling or
supplying of machinery, equipment or supplies; or in the financing of any
of the above enumerated activities; or in performing or furnishing business
or educational services on a co-operative basis for those engaged in
agriculture as bona fide producers of agricultural products or in any one
or more of the activities specified herein.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/5) (from Ch. 32, par. 444)
Sec. 5. 
		
		Every group of persons contemplating the organization of an
association under this Act is urged to communicate with the Director of
Agriculture, who will share any information the Department may have
regarding the marketing
conditions affecting the commodities proposed to be handled.
It is here recognized that agriculture is characterized by individual
production in contrast to the group or factory system that characterizes
other forms of industrial production; and that the ordinary form of
corporate organization permits industrial groups to combine for the purpose
of group production and the ensuing group marketing and that the public has
an interest in permitting farmers to bring their industry to the high
degree of efficiency and merchandising skill evidenced in the manufacturing
industries; and that the public interest urgently needs to prevent the
migration from the farm to the city in order to keep up farm production and
to preserve the agricultural supply of the nation; and that the public
interest demands that the farmer be encouraged to attain a superior and
more direct system of marketing in the substitution of merchandising for
the blind, unscientific and speculative selling of crops; and that for this
purpose, the farmers should secure special guidance and instructive data
from the Director of Agriculture.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/6) (from Ch. 32, par. 445)
Sec. 6. 
		
		Each association organized under this Act shall have the following
powers:
(a) To engage in any activity in connection with the producing,
marketing, selling, preserving, harvesting, drying, processing,
manufacturing, canning, packing, grading, storing, warehousing, handling or
utilizing of agricultural products the manufacturing or marketing of the
by-products thereof; or in any activities in connection with the
purchasing, hiring or using of supplies, machinery or equipment; or in the
financing of any of the above enumerated activities; or in performing
business or educational services on a co-operative basis, for those engaged
in agricultural activities as bona fide producers of agricultural products,
or in any one or more of the activities specified herein.
(b) To borrow money from any source without limitation as to amount of
corporate indebtedness or liability, with authority to give any bond or
form of obligation or security therefor.
(c) To act as the agent or representative of any person in any of the
above mentioned activities.
(d) To make loans or advances to members or stockholders and/or to their
members or stockholders or to their producer patrons with authority to
accept any kind, form or type of obligation and/or security, therefor; to
purchase, endorse, discount and/or sell any note, draft, bill of exchange,
indenture, bill of sale, mortgage or other obligation acquired by it, the
proceeds of which have been advanced or used in the first instance for any
of the purposes provided for herein; to discount for or purchase from any
association, organized under the laws of any state with or without its
endorsement any note, draft, bill of exchange, indenture, bill of sale,
mortgage or other obligation the proceeds of which are advanced or used in
the first instance for carrying on any co-operative activity authorized in
this Act and with authority to dispose of same with or without endorsement.
Any association organized under this Act and exercising any of the powers
provided in this paragraph shall not engage in the business of banking.
(e) To purchase or otherwise acquire, hold, own and exercise all rights
of ownership in, and to sell, transfer, pledge or guarantee the payment of
dividends or interest on, or the retirement or redemption of, shares of
capital stock, bonds, or other obligations of any corporation or
association, engaged in any directly or indirectly related activity, or in
the warehousing, handling or marketing of any of the products handled by
the association.
(f) To establish reserves and to invest the funds thereof in bonds, or
in such other property as may be provided in the by-laws.
(g) 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 incidental thereto.
(h) To establish and secure, own and develop patents, trade-marks and
copyrights.
(i) To do each and everything necessary, suitable or proper for the
accomplishment of any one of the purposes, or the attainment of any one or
more of the subjects herein enumerated, or conducive to or expedient for
the interest or benefit of the association, and to contract accordingly;
and in addition, 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; and any other
rights, powers and privileges granted by the laws of this State to ordinary
corporations, except such as are inconsistent with the express provisions
of this Act; and to do any such thing anywhere.
(j) No association organized under this Act, during any fiscal year
thereof, shall deal in products, handle machinery, equipment, or supplies,
or perform services for and on behalf of non-members to an amount greater
in value than such as are dealt in, handled or performed by it for and on
behalf of members during the same period.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/7) (from Ch. 32, par. 446)
Sec. 7. 
		
		Under the terms and conditions prescribed in the by-laws adopted by
it, an association may admit as members (or issue common stock to), only
persons engaged in the production of agricultural products and/or
co-operative associations. An association organized hereunder, may become a
member or stockholder of any other association or corporation.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/8) (from Ch. 32, par. 447)
Sec. 8. 
		
		Each association organized under this Act, shall prepare and file
articles of incorporation, setting forth:
(a) The name of the association which may or may not include the word
co-operative or any abbreviation thereof.
(b) The purpose for which it is formed.
(c) The place where its principal office within the State will be
located.
(d) The term for which it is to exist, which may be perpetual.
(e) The minimum number of directors thereof, which must be not less than
5  and may be any number in excess thereof; the term of office of such
directors,
and the names and addresses of those who are to serve as incorporating directors
for the first term, and/or until the election and qualification of their successors.
(f) If organized without capital stock, whether the property rights and
interest of each member shall be equal or unequal; if unequal the general
rule or rules applicable to all members by which the property rights and
interest, respectively of each member may and shall be determined and fixed,
and provision for the admission of 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.  This provision or paragraph of the articles
of incorporation may not be altered, amended or repealed, except by the
written consent or vote of 3/4 of the members.
(g) 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 same shall have par value, and if so, the par value thereof,
which shall not be less than one dollar, nor more than $1,000 per share,
and whether all or part of the same shall have no par value, 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, and the relative rights, interest
and preferences each class shall represent; and if the same shall be desired,
a provision that any or all classes of preferred stock may be issued in
series and that dividends shall be payable with respect to any such series
at such rate not exceeding 8% per annum, or such lesser amount as may be
fixed in the articles of incorporation, or any amendment thereof, and that
the shares of such series may be reduced at such redemption price and bear
such particular designation as the board of directors, subject to such restrictions
as may be imposed in the articles of incorporation, or any amendment thereof,
shall by resolution, determine and fix prior to the issue of any stock of
such series.  Such articles of incorporation or any amendment thereto, may
provide, that in the case of any share of stock in such association, issued
thereby, to any bona fide producer of agricultural products, or to any co-operative
association as defined in this Act, that such share is subject to the condition,
that the directors of such association shall be trustees of such share of
stock upon such producer becoming a non-producer of agricultural products,
or such co-operative association ceasing to be operated as a co-operative
association; and that in the case of any share of stock issued in the first
instance to any non-producer of agricultural products, or to any corporation
not operating as a co-operative association, that such share is subject
to the condition that the directors of such association shall be the trustees
of such share of stock; and that in either of such cases, thereupon the
trustees of such share of stock shall be vested with the legal and equitable
title thereto, and the stock certificate held by such producer who has become
a non-producer, or such
non-producer, or such corporation, not operating as a co-operative
association, as the case may be, shall legally become or be a participation
certificate entitling the holder thereof to any dividends provided for in
such certificate, any moneys accruing by virtue thereof, and any pecuniary
rights accruing thereunder, under the provisions of this Act; that the
trustees of such certificate shall pay over all such dividends and moneys
to the certificate holder and protect and execute all such pecuniary
rights; that the voting power, and all other legal and beneficial
interests, other than those given to the certificate holder as hereinabove
provided, shall be held by such trustees and exercised and managed by them
by vote of a majority of such trustees; and that in case such certificate
holder, thereafter, becomes a bona fide producer of agricultural products,
or a co-operative association, that affidavit be made to such effect and
filed with the directors thereof, and thereupon, such trustees shall be
discharged and the legal and equitable title to such share and all other
interests whatsoever, shall vest in such certificate holder and all the
powers and privileges pertaining to such share of stock may be exercised
thereby.
(h) In addition to the foregoing, the articles of incorporation of any
association incorporated hereunder 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 the stock, if formed with capital stock, or any
provisions relative to the way or manner in which it shall operate or with
respect to its members, officers or directors and any other provisions
relating to its affairs.
The articles shall be subscribed by the incorporators and acknowledged
by one of them before an officer authorized by law to take and certify
acknowledgments of deeds and conveyances, and shall be filed in the office
of the Secretary of State; when so filed, the articles of incorporation, or
certified copies thereof, shall be received in all the courts of this
State, and other places, as prima facie evidence of the facts contained
therein, and of the due incorporation of such association.  A certified copy
of the articles of incorporation shall also be filed with the Director of
Agriculture by the association.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/9) (from Ch. 32, par. 448)
Sec. 9. 
		
		The articles of incorporation may be altered or amended at any
regular meeting, or any special meeting called for that purpose. An
amendment may be adopted by the approval of two-thirds of the directors
followed by a favorable vote or the written consent thereto representing a
majority of all the members and/or shareholders of the association, or by
the written consent of two-thirds of all the members of the association
without the approval of the directors. Amendments to the articles of
incorporation when so adopted, shall be filed in the office of the
Secretary of State.
A certified copy of every amendment shall be filed with the Director of
Agriculture by the association.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/10) (from Ch. 32, par. 449)
Sec. 10. 
		
		Each association incorporated under this Act must, within thirty
(30) days after its incorporation, adopt for its government and management,
a code of by-laws, not inconsistent with the powers granted by this Act. A
majority vote of the directors named in the articles of incorporation, or
of the members or stockholders, or their written assent, is necessary to
adopt such by-laws. By-laws shall also provide that the by-laws may be
amended by the Board of Directors or by the members and/or stockholders;
and shall provide the voting power by which amendments may be made. Each
association, under its by-laws, may provide for any or all of following
matters:
(a) The time, place and manner of calling and conducting its meetings,
which meetings, and the meetings of its directors, may be held either
within or without the State.
(b) The number of stockholders or members constituting a quorum.
(c) The right of members or stockholders to vote by proxy or by mail or
both; and the conditions, manner, form, and effects of such votes.
(d) The number of directors constituting a quorum.
(e) The qualifications, compensation and duties and term of office of
directors and officers; time of their election and the mode and manner of
giving notice thereof.
(f) Penalties for violations of the by-laws.
(g) The amount of entrance, organization and membership fees, if any;
the manner and method of collection of the same; and the purposes for which
they may be used.
(h) 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 and the time of payment and
the manner of collection; and the marketing contract between the
association and its members or stockholders which every member or
stockholder may be required to sign.
(i) The number and qualification of members or stockholders of the
association and the conditions precedent to membership or ownership of
common stock; the method, time and manner of permitting members to withdraw
or the holders of common stock to transfer their stock; the manner of
assignment and transfer of the interest of members and of the shares of
common stock; the conditions upon which and time when membership of any
member shall cease; the automatic suspension of the rights of a member when
he ceases to be eligible to membership in the association; and the mode,
manner and effect of the expulsion of a member; the manner of determining
the value of a member's interest and provision for its purchase by the
association upon the death or withdrawal of a member or common stockholder
or upon the expulsion of a member or forfeiture of his membership, or, at
the option of the association, the purchase at a price fixed by conclusive
appraisal by the board of directors. In case of the withdrawal or expulsion
of a member, unless otherwise limited or restricted in the articles of
incorporation or any amendment thereto, the board of directors shall
equitably and conclusively appraise his membership and/or common stock
interests in the association and shall fix the amount thereof in money,
which shall be paid to him within one year after such expulsion or
withdrawal.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/11) (from Ch. 32, par. 450)
Sec. 11. 
		
		In the by-laws, each association shall provide for one or more
regular meetings annually. The board of directors shall have the right to
call a special meeting at any time; and 10% 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 meetings must
thereupon be called by the directors. Notice of all meetings, together with a
statement of the purposes thereof, shall be mailed to each member at least 10
days prior to the meeting. The by-laws may require instead that such notice may
be given by publication in a newspaper of general circulation, published at the
principal place of business of the association.
(Source: P.A. 88-45.)
(805 ILCS 315/12) (from Ch. 32, par. 451)
Sec. 12. 
		
		The affairs of the association shall be managed by a board of not
less than five directors, to be elected by the members or stockholders with
such qualifications as may be provided for in the articles of incorporation
or by-laws. The by-laws may provide that the territory in which the
association has members shall be divided into districts and that the
directors shall be nominated according to such districts, either directly
or by district delegates elected by the members in that district. In such
case the by-laws shall specify the number of directors to be nominated by
each district, the manner and method of reapportioning the directors and of
redistricting the territory covered by the association. The by-laws may
provide that primary elections shall be held in each district to nominate
the directors apportioned to such districts and that the result of all such
primary elections may be ratified by the next regular meeting of the
association or may be considered final as to the association. The by-laws
may provide that one or more directors may be nominated by any public
official or commission or by the other directors nominated by the members
or their delegates. Such directors shall represent primarily the interest
of the general public in such associations. Such directors shall not number
more than one-fifth of the entire number of directors.
An association may provide a fair remuneration for the time actually
spent by its officers and directors in its service and for the service of
the members of its executive committee. No director, during the term of his
office, shall be a party to a contract for profit with the association
differing in any way from the business relations accorded regular members
or holders of common stock, of the association or others, or differing from
terms generally current in that district.
The by-laws may provide for an executive committee to be elected by a
board of directors from within or without the membership of the board and
may allot to such committee all the functions and powers of the board of
directors, subject to the general direction and control of the board.
When a vacancy on the board of directors occurs other than by expiration
of term, the remaining members of the board, by a majority vote, shall fill
the vacancy, unless the by-laws provide for the nomination of directors by
districts. In such case the board of directors shall call a special meeting
of the members or stockholders in the respective district to nominate a
person qualified to fill the vacancy.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/13) (from Ch. 32, par. 452)
Sec. 13. 
		
		The directors shall elect from their number, a president, and one
or more vice-presidents. They shall also elect a secretary and treasurer,
who need not be directors or members of the association, and they may
combine the two latter offices and designate the combined office as
secretary-treasurer, or unite both functions and titles in one person. The
treasurer may be a bank or any depository, and as such, 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, except that the funds shall be deposited only as and where
authorized by the board of directors. The by-laws may provide for the
election of the president and vice-presidents by the members at annual
meetings.
Within 30 days after the first election of officers, the association shall
file a report with the Director of Agriculture on forms prescribed by the
Director of Agriculture.  The report shall contain the following:
(1) The name of the association.
(2) The names and addresses of the association's     principal officers and directors.
(3) The association's principal place of business.
(4) A general statement of the association's proposed     business operations.
(5) The end of the association's proposed fiscal year.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/14) (from Ch. 32, par. 453)
Sec. 14. 
		
		Every officer, employee and agent handling funds or negotiable
instruments or property of or for any association created hereunder shall
be required to execute and deliver adequate bonds for the faithful
performance of his duties and obligations.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/15) (from Ch. 32, par. 454)
Sec. 15. 
		
		When a member of an association organized without capital stock,
has paid his membership fee in full, he shall receive a certificate of
membership.
(Source: Laws 1967, p. 3777.)
(805 ILCS 315/15.1) (from Ch. 32, par. 454.1)
Sec. 15.1. 
		
		An association may issue its shares of stock, having no par
value, from time to time for such consideration as may be fixed by the
board of directors.
(Source: Laws 1967, p. 3777.)
(805 ILCS 315/15.2) (from Ch. 32, par. 454.2)
Sec. 15.2. 
		
		No association shall issue stock until it has been fully paid
for. Promissory notes may be accepted by the association as full or partial
payment of the stock. The association shall hold the stock as security for
the payment of the note, but such retention as security shall not affect
the right of any stockholder to vote unless such notes are past due.
(Source: Laws 1967, p. 3777.)
(805 ILCS 315/15.3) (from Ch. 32, par. 454.3)
Sec. 15.3. 
		
		No member shall be liable for the debts of the association to an
amount exceeding the sum remaining unpaid on his membership fee or his
subscription to the capital stock, including any unpaid balance on any
promissory notes given in payment thereof.
(Source: Laws 1967, p. 3777.)
(805 ILCS 315/15.4) (from Ch. 32, par. 454.4)
Sec. 15.4. 
		
		No stockholder of an association, organized hereunder,
except an association organized under this Act, or an association as
defined in this Act or one subject to the "General Not for Profit
Corporation Act," as heretofore or hereafter amended, shall own more
than one-twentieth of the authorized common stock of the association;
and an association in its by-laws may limit the amount of common stock
which one member may own to an amount less than one-twentieth of the
authorized common stock. The association shall limit its dividends on
stock, both common and preferred, to any amount not greater than 8 per
centum per annum, on the par value thereof, or if such capital stock is
without par value, then upon the actual cash value of the consideration
received by the association therefor. The association by the vote of its
directors, may establish and accumulate reserves out of earnings,
including a permanent surplus fund as an addition to capital. Net income
in excess of additions to reserves and surpluses so established, shall
be distributed to the members or patrons of the association on the basis
of patronage. Any distribution of reserves and surpluses at any time
shall be made to members or patrons at the time such distribution is
ordered, on the basis of patronage. Any receipts or dividends from
subsidiary corporations, or from stock or other securities owned by the
association, shall be included in the ordinary receipts of the
association.
(Source: P.A. 80-975.)
(805 ILCS 315/15.5) (from Ch. 32, par. 454.5)
Sec. 15.5. 
		
		No member in any association without capital stock, shall be
entitled to more than one vote.
(Source: Laws 1967, p. 3777.)
(805 ILCS 315/15.6) (from Ch. 32, par. 454.6)
Sec. 15.6. 
		
		Preferred stock may be sold to any person, member, or
non-member, and may be redeemable or retireable by the association, on such
terms and conditions as may be provided for by the articles of
incorporation, and printed on the stock certificates. The by-laws, except
as otherwise provided for in this Act, shall prohibit the transfer of the
common stock of the association to persons not engaged in the production of
agricultural products and such restrictions shall be printed upon every
certificate of stock subject thereto.
(Source: Laws 1967, p. 3777.)
(805 ILCS 315/15.7) (from Ch. 32, par. 454.7)
Sec. 15.7. 
		
		An association may, at any time, except when the debts of the
association exceed 50 per cent of the assets thereof, buy in or purchase
its common stock at the book value thereof, as conclusively determined by
the board of directors, and pay for it in cash within one year thereafter.
(Source: Laws 1967, p. 3777.)
(805 ILCS 315/15.8) (from Ch. 32, par. 454.8)
Sec. 15.8. 
		Limited Liability of directors. 
		(a) No director
of a corporation organized under this Act shall be liable, and
no cause of action may be brought for damages resulting from the exercise
of judgment or discretion in connection with the duties or responsibilities
of such director unless: (1) such director earns in excess of $5,000 per
year from his duties as director, other than reimbursement for actual
expenses; or (2) the act or omission involved willful or
wanton conduct.
(b) As used in this Section "willful or wanton conduct" means a course
of action which shows an actual or deliberate intention to cause harm or
which, if not intentional, shows as utter indifference to or conscious
disregard for the safety of others or their property.
(c) Nothing in this Section is intended to bar any cause of action
against the corporation or
change the liability of the corporation arising out of an act or omission
of a director exempt from liability for negligence under this Section.
(Source: P.A. 85-867.)
(805 ILCS 315/16) (from Ch. 32, par. 455)
Sec. 16. 
		
		Any member may bring charges against an officer or director by
filing them in writing with the secretary of the association, together with
a petition signed by five per cent 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, and by a vote of a
majority of the members, the association may remove the officer or director
and fill the vacancy. The director or officer, against whom such charges
have been brought shall be informed in writing of the charges previous to
the meeting and 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.
In case the by-laws provide for election of directors by districts with
primary elections in each district, then the petition for removal of a
director must be signed by twenty per cent of the members residing in the
district from which he was elected. The board of directors must call a
special meeting of the members residing in that district to consider the
removal of the directors; and by a vote of the majority of the members of
that district, the director in question shall be removed from office.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/17) (from Ch. 32, par. 456)
Sec. 17. 
		
		Upon demand of one-third of the entire board of directors, made
immediately and so recorded at the same meeting at which the original
motion was passed, any matter of policy that has been approved or passed by
the board must be referred to the entire membership or the stockholders for
decision at the next special or regular meeting; and a special meeting may
be called for the purpose.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/18) (from Ch. 32, par. 457)
Sec. 18. 
		
		The association and its members may make and execute marketing
contracts, requiring the members to sell, for any period of time, 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. If they contract a sale to the association, it shall be
conclusively held that title to the products passes absolutely and
unreservedly, except for landlords' liens and recorded liens, to the
association upon delivery; or at any other specified time if expressly and
definitely agreed in the said contract. The contract may provide, among
other things, that the association may sell or resell the products
delivered by its members, with or without taking title thereto; and pay
over to its members the resale price, after deducting all necessary
selling, overhead and other costs and expenses, including interest or
dividends on stock, not exceeding eight (8) per cent per annum, and
reserves for retiring the stock, if any; and other proper reserves; and or
any other deductions.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/19) (from Ch. 32, par. 458)
Sec. 19. 
		
		(a) The by-laws or the marketing contract may fix, as liquidated
damages, specific sums to be paid by the members or stockholders to the
association upon the breach by him or her of any provision of the marketing
contract regarding the sale or delivery or withholding of products; and may
further provide that the member will pay all costs, premiums for bonds,
expenses and fees, in case any action is brought upon the contract by the
association; and any of 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 association shall be entitled to
injunctive relief to prevent the further breach of the contract and to a judgment of
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 association shall be
entitled to a temporary restraining order and preliminary injunction
against the member.
(Source: P.A. 84-1308.)
(805 ILCS 315/20) (from Ch. 32, par. 459)
Sec. 20. 
		
		Whenever an association, organized hereunder with preferred
capital stock, shall purchase the stock or any property, or any interest in
any property of any person, firm or 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.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/21) (from Ch. 32, par. 460)
Sec. 21. 
		
		Each association formed or authorized to do business in Illinois
under this Act shall prepare and make out
an annual report on forms prescribed by the Director of
Agriculture
containing the name of the association; the names and addresses of its
principal officers and directors; its principal place of business; a general
statement of its business operations during the fiscal year,
showing the amount of capital stock paid up and the number of stockholders
of a stock association or the number of members and amount of membership
fees received, if a non-stock association; and its balance
sheets and income statement for the most recently completed fiscal year
before the filing of the report.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/22) (from Ch. 32, par. 461)
Sec. 22. 
		
		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.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/23) (from Ch. 32, par. 462)
Sec. 23. 
		
		An association may organize, form, operate, own, control, have an
interest in, own stock of, or be a member of any other association or
corporation, with or without capital stock, and engaged in preserving,
drying, processing, canning, packing, storing, warehousing, handling,
shipping, utilizing, manufacturing, marketing or selling of agricultural
products or by-products thereof, or in the co-operative manufacturing,
selling or supplying of machinery, equipment and supplies; or in performing
business or educational services; or in the financing of any of the above
enumerated activities.
If such associations or corporations are warehousing corporations, they
may issue legal warehouse receipts to the association against the
commodities delivered by it, or to any other person and such legal
warehouse receipts shall be considered as adequate collateral 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 of 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 such association or corporation.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/24) (from Ch. 32, par. 463)
Sec. 24. 
		
		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 and 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 between them, 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
business.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/25) (from Ch. 32, par. 464)
Sec. 25. 
		
		Any co-operative association with or without capital stock as
defined in this Act heretofore or hereafter organized under laws of another
State shall be allowed to carry on any proper activities, operations and
functions in this State upon filing with the Secretary of State all
necessary certificates as required under the general regulations applicable
to foreign corporations, and upon payment of a filing fee of ten dollars
($10.00) and an annual fee of ten dollars ($10.00) in lieu of all
franchise, license or corporation taxes as required of associations
organized hereunder, and all contracts which could be made by any
association organized 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. Any foreign co-operative association having qualified to
do business within this State shall file
annual reports with the Director of Agriculture in the manner and form
provided for in Section 21 of this Act.
The association shall file with the Director of Agriculture
duplicate certificates as filed with the Secretary of State by a foreign
co-operative association qualified to do business within this State under this
Act.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/26) (from Ch. 32, par. 465)
Sec. 26. 
		
		Any corporation or association organized under any general or
special Act of this State, shall have the benefits of this Act, and be
bound thereby, upon filing with the Secretary of State, a written
declaration, attested by the secretary or assistant secretary and verified
under oath by the president, or vice-president to the effect that the
corporation has decided by the written consent or vote of the holders of
two-thirds (2/3) of all of the shares of outstanding capital stock, or if
organized without capital stock, by the written consent or vote
representing two-thirds (2/3) of all members, to accept the benefits of the
provisions of this Act, and be bound thereby.
Any corporation re-organizing under this Act shall at the same time
amend its articles of incorporation to conform to the provisions of this
Act and shall include the certification of such necessary amendments
thereto in such written declaration.
Any other amendment to the articles of incorporation consistent with the
provisions of this Act, may be authorized by shareholders or members at the
same time and in the same manner, as provided in this section for
re-organizing the corporation under this Act. Certification of such
amendments may also be included in such written declaration of
re-organization. The filing fee for such written declaration of
re-organization and amendment shall be the same as for filing an amendment
to the articles of incorporation.
In event any member or stockholder of any corporation, which shall have
accepted the benefits of this act as aforesaid, shall object to such action
the rights of such objecting member or stockholder shall be determined and
discharged upon the same conditions, in the same manner and by like
proceedings as are provided by law for objecting stockholders to the merger
or consolidation of corporations for pecuniary profit.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/27) (from Ch. 32, par. 466)
Sec. 27. 
		
		Any person who maliciously and knowingly spreads false reports
about the finances or management or activity of an association organized
hereunder or organized under a similar statute of another State with
similar restrictions, and operating in this State under due authority shall
be guilty of a business offense and be subject to a fine of not less than
$100 and not more than $1000 for each such offense; and shall be liable to
the association aggrieved in a civil suit in the penal sum of $500 for each
such offense.
(Source: P.A. 77-2382.)
(805 ILCS 315/28) (from Ch. 32, par. 467)
Sec. 28. 
		
		Any person, firm or corporation who solicits or persuades or
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 active
officer or manager of the said corporation has knowledge or notice, shall
be liable to the association aggrieved in a civil suit for damages; and
such association shall be entitled to an injunction against such person,
firm or corporation to prevent further breaches and a multiplicity of
actions thereon.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/29) (from Ch. 32, par. 468)
Sec. 29. 
		
		No association as defined in this Act engaged in any of the
activities herein, shall be deemed to be a conspiracy or combination in
unlawful restraint of trade or an illegal monopoly; or an attempt to lessen
competition or to fix prices arbitrarily, nor shall the marketing contracts
and agreements between the association and its members or any agreements
authorized in this Act be considered illegal as such or in unlawful
restraint of trade or as part of a conspiracy or combination to accomplish
an improper or illegal purpose.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/30) (from Ch. 32, par. 469)
Sec. 30. 
		
		If any section of this Act shall be declared unconstitutional for
any reason, the remainder of this Act shall not be affected thereby.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/31) (from Ch. 32, par. 470)
Sec. 31. 
		Applicability of general corporation laws; mergers.
(a) The provisions of the general corporation laws of this State,
relating to corporations for pecuniary profit, and all powers and rights
thereunder shall apply to the associations organized hereunder, except
where those provisions are in conflict with or inconsistent with
the express
provisions of this Act; provided, however, that nothing in this Act shall
be construed as repealing or modifying the law under which co-operative
companies or associations are now organized.
(b) The dissenters' rights provisions of the Business Corporation Act of
1983 do not apply with respect to capital stock issued as patronage
distributions or to reflect membership in an association organized and
operating under this Act.
(c) Associations organized on a membership basis may be merged or
consolidated with associations organized with capital stock, but the
surviving or new association shall be organized with capital stock. In the
merger or consolidation procedure, each member of the association organized
on a membership basis shall be considered and treated as the holder of one
or more shares of capital stock; the members shall vote as a class; the
interest of the members shall be converted into shares or other securities
or obligations of the surviving or new association, and the procedure shall
otherwise conform as nearly as possible to the provisions of the Business
Corporation Act of 1983, except as provided in subsection (b).
(Source: P.A. 88-15.)
(805 ILCS 315/32) (from Ch. 32, par. 471)
Sec. 32. 
		
		Each year, within 6
months after the end of the association's fiscal year, each association
organized or qualified to do business within this State under
this Act shall
file an annual report with the Director of Agriculture as required in
Section 21 of this Act, and pay the fees hereinafter required; provided that an
association
organized
or qualified
to do business in this State under this Act shall not be required to file a
balance sheet or income statement
with its annual report until the association has completed one
full fiscal year.
Each association organized hereunder or qualified to do business within
this State shall pay an annual fee of ten dollars ($10.00) only, to the
Department of Agriculture, in lieu of all franchise or license or
corporation taxes or charges upon reserves held by it for members, and in
case of failure, neglect or refusal of any such association to either file
the annual report or pay the fee as required by this Act, it shall be
certified by the Director of Agriculture to the
Secretary of State 9 months after the end of the association's fiscal year for
dissolution in the same manner as is
required under the provisions of the general corporation laws of
this State,
and the Secretary of State shall proceed in like
manner to dissolve such
association or oust it from doing business within the State as is required
under the general corporation laws of this State.
(Source: P.A. 93-197, eff. 7-14-03.)
(805 ILCS 315/33) (from Ch. 32, par. 472)
Sec. 33. 
		
		For filing articles of incorporation, an association
organized hereunder shall pay $100; and for filing an
amendment to the articles, $25.
Fees for filing articles of incorporation or an amendment to the articles
shall be paid to the Secretary of State.
(Source: P.A. 93-197, eff. 7-14-03.)