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2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:78. By-laws; contents

RS 3:78 - By-laws; contents
Each association incorporated under this Part shall, within thirty days after its incorporation, adopt for its government and management, a code of by-laws not inconsistent with the powers granted by this Part. The by-laws shall prescribe the manner and method of removal from office of any officer or director of the association and shall prescribe the manner and method of filling vacancies. A majority vote of the members or stockholders, or their written consent, is necessary, to adopt by-laws. Each association in its by-laws may also provide for any 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 or by mail, and the conditions, manner, form and effect of the votes.
(4) The number of directors constituting a quorum.
(5) The qualifications, 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 the by-laws.
(7) Form and manner of amendment of by-laws.
(8) The amount of entrance, organization, and membership fees, if any; manner and method of collection of the fees, and the purposes for which they may be used.
(9) The amount which each member or stockholder shall be required to pay annually, or from time to time, to carry on the business of the association; the charge to be paid by each member or stockholder for service rendered by the association to him; and the producing, marketing, renting, or leasing contract between the association and its members or stockholders which every member or stockholder shall be required to sign.
(10) The qualifications of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the manner, method, and time of allotment and distribution of surpluses; the method, time, and manner of permitting members to withdraw or permitting 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 the 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; 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 stockholder or upon the expulsion of a member or forfeiture of his membership. In case of the withdrawal or expulsion of a member, the board of directors shall equitably and conclusively appraise his property interests in the association and shall fix the amount thereof in money, which shall be paid to him at such time as may be fixed by the board of directors, not to exceed the termination of the current marketing or other agreements.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:79. Meetings; notice required

RS 3:79 - Meetings; notice required
In its 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 ten per cent 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; the meeting shall thereupon be called by the directors. Notice of all meetings, together with a statement of the purpose thereof, shall be mailed to each member at least five days prior to the meeting; provided, however, that the by-laws may require instead that such notices may be given by publication in a newspaper of general circulation, published at the principal place of business of the association.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:80. Directors; executive committee

RS 3:80 - Directors; executive committee
A. The affairs of the association shall be managed by a board of not less than five directors, a majority of whom shall be elected by the members or stockholders from their own members and shall have all rights and powers as provided for under the general corporation laws of this state, and such other powers as may be necessary to the proper execution of this Part. 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 elected according to such districts. In such cases, the by-laws shall specify the number of directors to be elected by each district, the manner and method of reappointing the directors and redistricting the territory covered by the association. The by-laws may provide that primary elections shall be held in each district to elect the directors apportioned to the districts and the results of all primary elections shall be ratified by the next regular meeting of the association, or they may be considered final as to the association.
B. The by-laws may provide that one or more directors may be appointed by the governor of the state, the dean of the college of agriculture of the Louisiana State University and Agricultural and Mechanical College, or the commissioner of agriculture and forestry. The directors appointed in this manner shall represent primarily the interest of the general public in associations. The director or directors so appointed need not be members or stockholders of the association, but shall have the same powers and rights as the other directors. Directors so appointed shall not number more than one-fifth of the entire number of directors.
C. The directors of the association may provide a fair remuneration for the time actually spent by its officers, directors, and employees in its service. 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.
D. The by-laws may provide for an executive committee and may allot to the committee all the functions and powers of the board of directors, subject to the general direction and control of the board.
E. 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 an election of directors by districts. In such case, the board of directors shall immediately call a special election to be voted in by the members or stockholders in that district to fill the vacancy.
Acts 2009, No. 24, §1, eff. June 12, 2009.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:81. Officers

RS 3:81 - Officers
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 or members of the association, and they may combine the two latter offices and designate the combined office as secretary-treasurer. The treasurer may be a bank or any depository, and as such shall not be considered as an officer but as a functionary of the board of directors. In such case the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as authorized by the board of directors.
Amended by Acts 1952, No. 127, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:82. Stock or membership certificates; liability for debts; voting rights; transfer of stock or membership

RS 3:82 - Stock or membership certificates; liability for debts; voting rights; transfer of stock or membership
When a member of an association established without capital stock, has paid his membership fee in full, he shall receive a certificate of membership.
Except for debts lawfully contracted between him and the association, 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 note or notes given in payment thereof.
No member or stockholder shall be entitled to more than one vote.
The by-laws shall prohibit the transfer of the membership or stock of the association to persons not engaged in the production of the agricultural products handled by the association, and such restrictions shall be printed upon every certificate of membership or stock subject thereto.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:83. Co-operative activities not in restraint of trade

RS 3:83 - Co-operative activities not in restraint of trade
No association organized under this Part is in violation of the anti-trust statutes of this state, a combination in restraint of trade, nor an illegal monopoly; 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 by this Part, be considered illegal or in restraint of trade, or in violation of the anti-trust statutes of this state.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:84. License fee and tax liability

RS 3:84 - License fee and tax liability
Each association organized under this Part shall pay an annual license fee of ten dollars to the secretary of state, and shall be exempt from all franchise or other license taxes, but not from ad valorem property taxes. The provisions of this Section shall likewise apply to associations and corporations organized under the laws of the United States for the sole purpose of extension of credit to farmers and farmers' co-operative associations.
Amended by Acts 1966, No. 228, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:85. Recording articles of association; fees; certificate of incorporation

RS 3:85 - Recording articles of association; fees; certificate of incorporation
A. The articles of association of each association organized hereunder shall be filed with the secretary of state. The secretary of state shall record the articles of association and issue a certificate showing the date and hour when the original articles were filed for record. Thereupon its corporate existence shall begin. For the purposes of this Title, any document required to be filed with the secretary of state shall be deemed filed when it is received either physically or electronically in any office designated by the secretary of state for the receipt of such documents.
B. A multiple original or certified copy of the articles of association shall be delivered to the recorder of mortgages of the parish in which the association has its domicile, who shall file the multiple original or certified copy in his office.
C. Repealed by Acts 2018, No. 560, §6, eff. May 28, 2018.
Acts 1989, No. 83, §1; Acts 1999, No. 342, §1; Acts 2018, No. 560, §6, eff. May 28, 2018.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:122. Terms defined

RS 3:122 - Terms defined
As used in this Part, the terms defined in this Section have the meanings here given to them, except where the context expressly indicates otherwise.
(1) "Agricultural products" include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and other farm products;
(2) "Member" includes actual members of associations without capital stock and holders of common stock in associations organized with capital stock;
(3) "Association" means any association organized under this Part; and,
(4) "Person" includes individuals, firms, partnerships, corporations, and associations.
Associations organized hereunder are non-profit, inasmuch as they are not organized to make profits for themselves as such, or for their members as such, but only for their members as producers.
This Part may be referred to as the Co-operative Marketing Law.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:124. Purposes

RS 3:124 - Purposes
A. An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, manufacturing, canning, packing, grading, storing, handling, shipping, or utilizing thereof, or the manufacturing or marketing of by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies; or more of the activities specified herein; or in the financing of the above enumerated activities; or to represent the interest of its members; or to engage in any lawful activity for which corporations may be formed under the laws of the state of Louisiana.
B. Every group of persons contemplating the organization of an association under this Part is urged to communicate with the dean of the college of agriculture of the Louisiana State University and Agricultural and Mechanical College, who will inform them whatever a survey of the marketing conditions affecting the commodities proposed to be handled may indicate regarding probable success.
Acts 2017, No. 65, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:125. Powers

RS 3:125 - Powers
Each association incorporated under this Part shall have the following powers:
(1) To engage in any activity in connection with the marketing, selling, harvesting, preserving, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any agricultural product produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring, or use by its members of supplies, machinery, or equipment, or in the financing of any such activities; or the representation of the interest of its members; or any lawful activity for which any corporation may be formed under the laws of the state of Louisiana. No association shall handle the agricultural products of any non-member, except as necessary and incidental to the handling of the products of the members; and in any case, the value of the products of nonmembers handled, shall not exceed the value of the products handled by the association for its members.
(2) To borrow money and to make advances to members.
(3) To act as agent or representative of any member in any of the above mentioned activities.
(4) To purchase or otherwise acquire, and to hold, own, sell, transfer, pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing, handling, or marketing of any of the products handled by the association.
(5) To establish reserves and to invest the funds thereof in bonds or such other property as may be provided in the by-laws.
(6) To buy, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conducting and operating of any of the business of the association or incidental thereto.
(7) To do each and everything necessary or proper for the accomplishment of any of the purposes or the attainment of any of the objects enumerated in this Part; or conducive to or expedient for the interest or benefit of the association; 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 to do any such thing anywhere.
(8) To sue and be sued, prosecute and be prosecuted before any court; and to contract.
(9) To have perpetual existence, unless a limited period of duration is stated in its articles of association.
Acts 2001, No. 41, §1; Acts 2017, No. 65, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:126. Members

RS 3:126 - Members
Under the terms and conditions prescribed in its articles or by-laws, an association may admit as voting members, or issue common stock or certificates of voting membership only to persons engaged in the production of agricultural products, including the lessees and tenants of lands used for production of such products and lessors and landlords who receive as rent all or part of the crop raised on the leased premises, provided that if the articles or by-laws so stipulate, persons not engaged in the production of agricultural products may be admitted as nonvoting members, the titles, classifications and conditions of such nonvoting memberships to be specified in the articles or by-laws.
Certificates of membership of a nonstock association shall not be transferable, and no person shall acquire common stock by operation of law or otherwise, except as provided herein.
If a member of a nonstock association be other than a natural person, the member may be represented by any individual, associate, officer, manager, or member thereof, duly authorized in writing.
If the articles or by-laws so provide, members or stockholders may be represented at annual and special meetings by representatives or delegates, and in such cases, all rights of members and stockholders as defined in this Part shall be exercised by such representatives or delegates to the extent authorized by the articles or by-laws.
One association organized hereunder may become a member or stockholder of any other association organized hereunder.
Amended by Acts 1966, No. 87, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:127. Articles of association

RS 3:127 - Articles of association
A. Each association formed under this Part shall prepare and file articles of association, setting forth:
(1) The name of the association and the place where its principal business will be transacted.
(2) The purpose for which it is formed.
(3) The term for which it is to exist or that it is to exist in perpetuity.
(4) The number of directors, which shall not be less than five and may be any number in excess thereof, and the term of office of the directors.
(5) If organized without capital stock, whether the property rights and interest of members shall be equal or unequal, the articles shall set forth the general rules applicable to all members by which property rights and interests, respectively, of each member 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 the general rules.
(6) If organized with capital stock the amount of stock and 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. If so divided the articles of association shall contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and definite extent of the preference and privileges granted to each.
B. The articles shall be executed by authentic act signed by each of the incorporators or by act under private signature subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments; and shall be filed in accordance with the provisions of Chapter 1 of Title 12 of the Louisiana Revised Statutes of 1950.
Acts 1989, No. 146, §1; Acts 2001, No. 41, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:128. Amendments to articles of incorporation

§128. Amendments to articles of incorporation
A. The articles of incorporation may be altered or amended at any regular meeting or at any special meeting called for that purpose. Any alteration or amendment shall be approved, before the adoption thereof, by two-thirds of the directors, and by the affirmative vote of not less than a majority of all members or stockholders of the association or their duly authorized and qualified representatives or delegates casting a vote thereon. The rules and regulations for voting by representatives or delegates shall be prescribed in the articles or bylaws.
B. If the articles or bylaws should require more than a majority vote of members or stockholders or their duly authorized and qualified representatives or delegates casting a vote thereon, such requirement must be satisfied before the adoption of any amendments.
C. Amendments to the articles of incorporation shall be filed in accordance with the provisions of Chapter 1 of Title 12 of the Louisiana Revised Statutes of 1950.
Acts 1989, No. 146, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:129. By-laws

RS 3:129 - By-laws
Each association incorporated under this Part shall within thirty days after its incorporation adopt for its government and management, a code of by-laws, not inconsistent with the powers granted by this Part. A majority vote of the members or stockholders or their duly authorized and qualified representatives or delegates casting a vote thereon, or their written consent, is necessary to adopt or amend by-laws; provided that if the articles so stipulate, the board of directors may make and amend by-laws, subject to the power of the members or stockholders, or their duly authorized and qualified representatives or delegates to change or repeal the by-laws or amendments so made.
Each association under its by-laws 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 or by mail, or both, and the conditions, manner, form and effect of such votes.
(4) The number of directors constituting a quorum.
(5) The qualifications, duties, and terms of office of directors and officers; time of their election and the mode and manner of giving notice thereof.
(6) Penalties for violations of the by-laws.
(7) The amount of entrance, organization, and membership fees, if any; manner and method of collection of the fees, and the purpose 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, to carry on the business of the association; the charge to be paid by each member or stockholder for services rendered by the association to him; and the marketing contract between the association and its members or stockholders which every member or stockholder shall be required to sign.
(9) The qualifications 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 permitting 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 the 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; 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 stockholder or upon the expulsion of a member or forfeiture of his membership.
Amended by Acts 1966, No. 89, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:130. General and special meetings; how called

RS 3:130 - General and special meetings; how called
In its 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 ten per cent 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. A special meeting shall thereupon be called by the directors. Notice of all meetings, together with a statement of the purpose thereof, shall be mailed to each member at least five days prior to the meeting; provided, however, that the by-laws may require instead that notices may be given by publication in a newspaper of general circulation, published at the principal place of business of the association.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:131. Directors; election

RS 3:131 - Directors; election
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 members and shall have all rights and powers as provided for under the general corporation laws of this state, and such other powers as may be necessary to the proper execution of this Part. 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 elected according to such districts. In such cases, the by-laws shall specify the number of directors to be elected by each district, the manner and method of reappointing the directors and redistricting the territory covered by the association. The by-laws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and the results of all primary elections shall be ratified by the next regular meeting of the association or may be considered final as to the association.
B. The by-laws may provide that one or more directors may be appointed by the governor of the state, the dean of the college of agriculture of the Louisiana State University and Agricultural and Mechanical College, or the commissioner of agriculture and forestry. The directors appointed in this manner shall represent primarily the interest of the general public in associations. The director or directors so appointed need not be members or stockholders of the association, but shall have the same powers and rights of the other directors. Directors so appointed shall not number more than one-fifth of the entire number of directors.
C. The directors of the association may provide a fair remuneration for the time actually spent by its officers, directors and employees in its service. 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.
D. The by-laws may provide for an executive committee 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.
E. 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 an election of directors by districts. In such case, the board of directors shall immediately call a special election to be voted in by the members or stockholders in that district to fill the vacancy.
Acts 2009, No. 24, §1, eff. June 12, 2009.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:132. Election of officers

RS 3:132 - Election of officers
The board of directors shall elect a president, a secretary, a treasurer and one or more vice-presidents, and may elect or select any other officers, assistant officers and agents as are authorized in the articles or by-laws; provided that if the articles or by-laws so stipulate, the above named officers or agents may be elected by the members or stockholders of the association or their duly authorized and qualified representatives or delegates. The articles or by-laws may prescribe special qualifications for any officer. Unless otherwise provided in the articles or by-laws, only members of the board of directors shall be eligible for election as president or vice-president. The offices of secretary and treasurer may be combined and designated as secretary-treasurer. The treasurer may be a bank or any depository, and as such shall not be considered as an officer but as a functionary of the board of directors. In such case the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as authorized by the board of directors.
Amended by Acts 1966, No. 88, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:133. Stock; membership certificates; when issued; voting; liability; limitations on transfer and ownership

RS 3:133 - Stock; membership certificates; when issued; voting; liability; limitations on transfer and ownership
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 certificate of stock to a member until it has been fully paid for. The promissory note 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.
Except for debts lawfully contracted between him and the association, 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 note given in payment thereof.
No stockholder of a co-operative association shall own more than one-tenth of the 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 any amount less than one-tenth of the common stock.
No member or stockholder shall be entitled to more than one vote.
Any association organized with stock under this Part may issue preferred stock, with or without right to vote. Preferred stock may be redeemable or retirable by the association on such terms and conditions as may be provided by the articles of association and printed on the face of the certificates.
The by-laws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of the agricultural products handled by the association, and the restrictions shall be printed upon every certificate of stock subject thereto.
The association may at any time, except when the debts of the association exceed fifty per cent of the assets thereof, purchase its common stock at book value as conclusively determined by the board of directors and pay for it in cash within thirty days thereafter.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:134. Removal of officer or director

RS 3:134 - Removal of officer or director
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 ten per cent of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next meeting of the association and, by a vote of the majority of the members, the association may remove the officer or director and fill the vacancy. The officer or director against whom the charges are 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; the person bringing charges against him shall have the same opportunity. The officer or director may be suspended by a vote of two-thirds of the directors pending the hearing of such charges.
In case the by-laws provide for election of directors by districts with primary elections in each district, the petition for removal of an officer or director shall be signed by twenty per cent 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 officer or director. By a vote of the majority of the members of that district, the officer or director in question shall be removed from office.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:136. Marketing contract

RS 3:136 - Marketing contract
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 created by the association. If they contract to sell to the association, title to the products shall pass absolutely and unreservedly, except for recorded liens, to the association upon delivery, or when put in merchantable condition, or at any other specified time if expressly and definitely agreed in the contract.
B. The contract may provide 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 deductions, as defined in the contracts, and expenses including interest on preferred stock not exceeding the legal interest rate per annum, reserves for retiring stock, other proper reserves, and interest not exceeding the legal interest rate per annum upon common stock.
Amended by Acts 1981, No. 121, §1.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:137. Remedies for breach of contract

RS 3:137 - Remedies for breach of contract
The by-laws or the marketing contract of any association existing hereunder may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach or threatened 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 will pay all costs, premiums for bonds, expenses, and fees in case any action is brought upon the contract by the association. Such provisions shall be valid and enforceable in the courts of this State, and the clauses providing for liquidated damages shall be enforceable and shall not be regarded as penalties.
In the event of any breach or threatened breach of a marketing contract by a member or other person, the association shall be entitled to an injunction to prevent the breach or further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of the action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a bond in the sum of one hundred dollars, the association shall be entitled to an injunction against the member or other person. The officiating judge may increase the bond to five hundred dollars after a hearing on five days notice to the parties, if justice demands the increase in the amount of the bond.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:138. Purchasing business of other associations, persons, firms or corporations; payment; stock issued

RS 3:138 - Purchasing business of other associations, persons, firms or corporations; payment; stock issued
Whenever an association organized under this Part with preferred capital stock shall purchase the stock or any property, or any interest in any property, of any person, firm, corporation, or association, it may discharge the obligations 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 a fair market value of the stock or interest 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.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:139. Conflicting laws not to apply

RS 3:139 - Conflicting laws not to apply
Any provisions of law which are in conflict with this Part, shall be construed as not applying to the association herein provided for. Any exemptions under any and all existing laws, referring to taxes or otherwise, applying to agricultural products in the possession or under control of the individual producer, shall apply similarly to products delivered by its farmer members which are in the possession or under control of the association.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:140. Limitation of use of term "co-operative"

RS 3:140 - Limitation of use of term "co-operative"
No person, firm, corporation or association, organized or doing business in this state, shall use the word "co-operative" as part of its corporate or other business name or title for producers' co-operative marketing activities, unless it has complied with the provisions of this Part.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:141. Interest in other corporations or associations

RS 3:141 - Interest 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 corporation or association, with or without capital stock, engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing or selling the agricultural products handled by the association, or the by-products thereof. If the 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 the 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 the warehouse is licensed or licensed and bonded under the laws of this state or the United States, its warehouse receipt delivered to the association on commodities of the association or its members shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:142. Contracts and agreements with other associations

RS 3:142 - 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 corporations or associations, formed in this or any other State, for the co-operative or more economical carrying on of its business, or any part 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 businesses.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:143. Associations heretofore organized may adopt these provisions

RS 3:143 - Associations heretofore organized may adopt these provisions
Any corporation or association organized under previously existing statutes may by a majority vote of its directors or members, be brought under the provisions of this Part. It shall make out in duplicate a statement signed and sworn to by a majority of its directors, to the effect that the corporation or association has by a majority vote of its directors decided to accept the benefits and be bound by the provisions of this Part. Articles of association shall be filed as required in R.S. 3:127 except that they shall be signed by a majority of the members of the board of directors. The filing fee shall be the same as for filing an amendment to articles of association.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:144. How associations organized in another state may carry on business in this state

RS 3:144 - How associations organized in another state may carry on business in this state
Any co-operative marketing association organized under appropriate laws of any other state for the purposes and with the restrictions and limitations substantially the same as those set forth in this Part, may operate and do business in this state with all the rights, powers, and privileges granted to any co-operative marketing association incorporated under this Part, upon compliance with the laws of this state regarding the qualifications of foreign corporations to carry on business within this state.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:145. Breach of marketing contract of co-operative associations; spreading false reports about the finances or management thereof

RS 3:145 - Breach of marketing contract of co-operative associations; spreading false reports about the finances or management thereof
Any persons who, or any corporation whose officers or employees, knowingly induce or attempt to induce any member or stockholder of an association organized hereunder to breach his marketing contract with the association, or who knowingly spread false reports about the finances or management thereof shall be fined not less than one hundred dollars nor more than one thousand dollars for each offense, and shall be liable to the association aggrieved in a civil suit in the penal sum of one thousand dollars for each offense.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:146. Associations not in restraint of trade

RS 3:146 - Associations not in restraint of trade
No association organized hereunder shall be deemed to be in violation of the anti-trust statutes of this state, a combination in restraint of trade, or an illegal monopoly; nor in 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 by this Part be considered illegal, in restraint of trade, or in violation of the anti-trust statutes of this state.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:201. Purpose; name

RS 3:201 - Purpose; name
Any number of natural persons not less than ten, may organize an agricultural credit corporation for the purposes of assisting the members by advancing to the members, or to other persons for the benefit of a member, moneys, supplies, seed, fertilizer, work animals, agricultural implements, live stock, cows, or poultry for agricultural and dairy purposes, and for the raising, breeding, and fattening of live stock and poultry.
Corporations formed after August 1, 1928 for the above purposes in the manner provided by this Chapter shall be incorporated under the terms of this Chapter and any corporation so organized shall include as part of its name the words "Agricultural Credit Corporation". Corporations formed after August 1, 1928 and not incorporated under the terms of this Chapter shall not include as part of its name the words "Agricultural Credit Corporation".
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:202. Articles of incorporation

RS 3:202 - Articles of incorporation
The articles of incorporation shall be executed by authentic act in the English language signed by each of the incorporators or their duly constituted agents, and shall state the name and title of the corporation, the purpose for which formed, the place chosen for its domicile where all meetings of the stockholders and directors shall be held, the amount of the capital stock and the amount to which it can be increased, the number of shares into which the stock is divided, the par value of each share, the period at which the corporation shall commence, its duration, the mode of liquidation at the termination or dissolution of the charter, the number of directors and officers and the mode and manner of their election, and the manner of amending its charter and of calling and holding stockholders' meetings.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:203. Powers

RS 3:203 - Powers
Corporations organized under this Chapter may enjoy succession by its corporate name for the period of time expressed in its act of incorporation, not to exceed ninety nine years; contract, sue, and be sued in its corporate name; make and use a corporate seal, and alter it at pleasure; invest its board of directors with all corporate powers, subject to restrictions named in its charter; name and appoint such managers, directors, or officers as the interest and convenience of the corporation require; make and establish, alter, and amend such by-laws and rules for the proper management and regulation of the affairs of the corporation as may be necessary and proper; acquire property by grant, donation, or purchase in the due course of business, and lease, hold, and dispose of, mortgage, and pledge the property; wind up and dissolve itself; conduct business in this state; assess and collect from its members and stockholders such fees, dues, fines, interest and discount, premiums, and other charges as shall be provided by resolutions of its board or by its by-laws, which charges shall not be held to be usurious; receive and hold its own stock in pledge as part security for loans made to or guaranteed by its members and purchase the same under the power of pledge; purchase at a valuation mutually agreed upon, and cancel, unpledged shares of stock held by its members; make loans to members or to non-members, when such non-member loans are beneficial to a member and are guaranteed or endorsed in whole or in part by the member; borrow money and issue evidence of indebtedness therefor; sell or discount notes and evidence of indebtedness; invest its moneys by the purchase of bonds and other negotiable securities; and have such other and further powers as may be useful, necessary, or incidental to the effective carrying out of the purposes for which the corporation is organized.
2023 Louisiana Laws › Revised Statutes › Title 3 - Agriculture and Forestry › §3:204. Capital stock

RS 3:204 - Capital stock
The capital stock of any corporation organized under this Chapter shall not be less than one hundred thousand dollars, divided into shares with par value of not less than twenty-five dollars nor more than one hundred dollars each. At least one-half of the capital stock shall be subscribed and actually paid in before the corporation is authorized to commence business. Stock issued shall be sold only for cash at not less than par value. All shares acquired by the corporation shall become its property and may be reissued and sold at a price, not less than par value, fixed by the board of directors. At no time shall there be less than one-half of the capital stock outstanding and belonging to its members.