reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-313. Elections -- how conducted -- voting

35-16-313. Elections -- how conducted -- voting.
All elections must be by ballot and every stockholder or member or holder of a unit of membership in acres, production, or other evidence of membership shall have the right to vote in person or by a proxy in conformity with the provisions hereof, the constitution and laws of this state, and the bylaws of the corporation or district.
History: En. Sec. 7, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6412, R.C.M. 1921; re-en. Sec. 6412, R.C.M. 1935; R.C.M. 1947, 14-316.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-314. Qualifications of directors -- quorum -- vacancies

35-16-314. Qualifications of directors -- quorum -- vacancies.
(1) A person is not eligible to be a director of any corporation or district organized under the provisions of this chapter unless the person is a member of the corporation or district and a resident agricultural freeholder in the state of Montana.
(2) A quorum of the board of directors is necessary for the transaction of business. However, if the bylaws or board of directors provide for an executive committee, a quorum of that committee may carry on business.
(3) Whenever a vacancy occurs in the office of a director, unless the bylaws provide otherwise, the vacancy may be filled by appointment by the board of directors.
History: En. Sec. 5, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6410, R.C.M. 1921; re-en. Sec. 6410, R.C.M. 1935; R.C.M. 1947, 14-314; amd. Sec. 1330, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-315. Directors -- number -- powers

35-16-315. Directors -- number -- powers.
(1) The corporate or district powers, business, and property of all corporations or districts formed under the provisions hereof must be exercised, conducted, and controlled by a board, which shall never be less than three members. Otherwise, the number of members of the board may be increased or diminished at any time by proper amendment of the bylaws with reference thereto.
(2) The directors shall have the power to sell, lease, mortgage, hypothecate, or otherwise dispose of the corporate assets of the corporation or district, or any part thereof, as distinguished from membership lands.
History: En. Sec. 4, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6409, R.C.M. 1921; re-en. Sec. 6409, R.C.M. 1935; R.C.M. 1947, 14-313.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-316. Repealed

35-16-316. Repealed.
Sec. 12, Ch. 202, L. 1979.
History: En. Sec. 2, Ch. 93, L. 1921; re-en. Sec. 6427, R.C.M. 1921; re-en. Sec. 6427, R.C.M. 1935; R.C.M. 1947, 14-331.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 4. Corporate Indebtedness › 35-16-401. Corporate indebtedness as lien upon membership lands

35-16-401. Corporate indebtedness as lien upon membership lands.
(1) After the date of the inclusion of any land or property as a member in any corporation or district organized under the provisions of this chapter, all mortgage or bonded indebtedness created by such corporation or district is a first lien upon the membership lands to an extent not to exceed 18% of the taxable value thereof if the land is grazing or agricultural and not to exceed 36% of the taxable value thereof if the land is horticultural or vegetable-producing.
(2) The recording of the copy of the articles of incorporation or petition to become a member of such corporation or district is notice to all subsequent lien claimants that the lands are subject to a first lien. However, nothing in this section may be construed as placing a limit upon the indebtedness that may be made a lien against any of the corporate or property assets of the corporation or district, as distinguished from membership lands individually owned.
History: En. Sec. 7, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6403, R.C.M. 1921; re-en. Sec. 6403, R.C.M. 1935; amd. Sec. 33, Ch. 566, L. 1977; R.C.M. 1947, 14-307.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 4. Corporate Indebtedness › 35-16-402. Directors' resolution for creation of debt -- contents

35-16-402. Directors' resolution for creation of debt -- contents.
(1) The board of directors or other officers of a corporation or district organized under the provisions hereof as such shall have no power to incur any debt or liability which will be a lien upon its membership lands, except in accordance with the terms and provisions hereof.
(2) When at a meeting of the directors of any corporation or district organized hereunder, of which meeting each director shall have received at least 5 days' written or telegraphic prior notice, it shall be determined to the interests of said corporation or district for the promotion of its objects and business to create an indebtedness of said corporation or district secured by a first lien or mortgage upon all of the membership lands to the extent allowed under the provisions hereof, such meeting shall pass and spread at length upon their minutes a resolution specifying the purposes for which such debt is to be created, the amount thereof, the rate of interest to be paid thereon, the manner and form of evidencing the same, and any coupons for interest thereon and authorizing, directing, and empowering the executive officers of the corporation or district to, upon the approval of the district court as hereinafter provided for, make, execute, and deliver bonds, notes, coupons, or other evidences of the debt and mortgages, deeds of trust, or other instruments of mortgage and hypothecation for security of the same.
History: En. Sec. 1, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6414, R.C.M. 1921; re-en. Sec. 6414, R.C.M. 1935; R.C.M. 1947, 14-318.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 4. Corporate Indebtedness › 35-16-403. Petition to district court for creation of debt

35-16-403. Petition to district court for creation of debt.
Upon the passage of such resolution, the executive officers of the corporation or district shall prepare and file their verified petition in the district court of the county of principal place of business of such corporation or district, setting forth the fact of the passage of the resolution by the board of directors, the reason for the creation of such debt, and such other facts as may be necessary to fully advise the court with reference to such corporation or district, its aims and objects and the purposes for which said debt is to be created and the money expended, and praying for the approval of the court for the creation of such debt and the mortgage and hypothecation of its membership lands as security therefor.
History: En. Sec. 2, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6415, R.C.M. 1921; re-en. Sec. 6415, R.C.M. 1935; R.C.M. 1947, 14-319.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 4. Corporate Indebtedness › 35-16-405. Execution and record of mortgage -- lien

35-16-405. Execution and record of mortgage -- lien.
Upon the signing, entering, and docketing of a judgment authorizing the loan, the executive officers of such corporation or district shall be authorized and empowered to make, execute, and provide for the sale and delivery of notes, bonds, coupons, or other evidences of indebtedness of said corporation or district and make, execute, and deliver mortgages and deeds of trust or instruments of hypothecation, as required, as security for such debts and the interest thereon. Any such mortgage or deed of trust which may be executed and delivered in accordance herewith shall set forth at length the order and decree of the district court authorizing the same, and when recorded in the office of the county clerk and recorder of any county in which membership lands included in the membership of such corporation or district or any of the assets of said corporation or district are situated, said mortgage shall be a first lien upon all the lands of said corporation or district and upon all of the membership lands of the individual members as may be included in said corporation or district situated in such county as of the date when such lands became members of such corporation or district, to the extent of the limitation of indebtedness thereon herein provided for.
History: En. Sec. 4, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6417, R.C.M. 1921; re-en. Sec. 6417, R.C.M. 1935; R.C.M. 1947, 14-321.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 4. Corporate Indebtedness › 35-16-406. Foreclosure of mortgage -- procedure -- tax levy

35-16-406. Foreclosure of mortgage -- procedure -- tax levy.
In the event there shall be default in either principal or interest or the terms and conditions of any bonds, notes, or mortgages or deeds of trust, made, executed, and delivered pursuant to the authority hereof, the holder or holders of such mortgage or the trustee named in the deed of trust shall be entitled to proceed to foreclose the same in the manner provided for in Title 71, and the application for foreclosure shall be proceeded with as a foreclosure proceeding. If the court in such foreclosure shall find for the plaintiff and order foreclosure of the mortgage or deed of trust as prayed for, such court is hereby empowered in its discretion to include in its judgment and decree of foreclosure an order and direction to the county clerk and recorder of each of the counties in which lands included in said mortgage are situated ordering and directing the county clerk and recorders of such counties to levy and include, as part of the taxes levied against the membership lands included therein, the proportion that such lands shall be liable for such indebtedness and costs so found to be due, which tax thus created shall be collected in whole or in part over a period of not to exceed 3 years as the court shall in its order direct.
History: En. Sec. 5, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6418, R.C.M. 1921; re-en. Sec. 6418, R.C.M. 1935; R.C.M. 1947, 14-322.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 1. General › 35-17-101. Short title

35-17-101. Short title.
This chapter shall be referred to as the "Cooperative Marketing Act".
History: En. Sec. 2, Ch. 233, L. 1921; re-en. Sec. 6429, R.C.M. 1921; re-en. Sec. 6429, R.C.M. 1935; R.C.M. 1947, 14-402(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 1. General › 35-17-102. Declaration of policy

35-17-102. Declaration of policy.
In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation and to eliminate speculation and waste and to make the distribution of agricultural products as direct as can efficiently be done between producer and consumer, to stabilize the marketing problems of agricultural products, and to supply to its members necessary equipment, this chapter is passed.
History: En. Sec. 1, Ch. 233, L. 1921; re-en. Sec. 6428, R.C.M. 1921; re-en. Sec. 6428, R.C.M. 1935; R.C.M. 1947, 14-401.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 1. General › 35-17-103. Definitions and associations as nonprofit entities

35-17-103. Definitions and associations as nonprofit entities.
(1) The term "agricultural products" includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products.
(2) The term "association" means any corporation organized under this chapter.
(3) The term "member" means a person who has been qualified and accepted for membership in an association.
(4) The term "person" includes individuals, firms, partnerships, corporations, and associations.
(5) Associations organized under this chapter must be considered nonprofit because they are not organized to make profits for themselves or for their members, but only for their members as producers.
History: En. Sec. 2, Ch. 233, L. 1921; re-en. Sec. 6429, R.C.M. 1921; re-en. Sec. 6429, R.C.M. 1935; R.C.M. 1947, 14-402(part); amd. Sec. 2, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 1. General › 35-17-104. Who may organize

35-17-104. Who may organize.
Five or more persons engaged in the production of agricultural products may form a nonprofit cooperative association, with or without capital stock, under the provisions of this chapter.
History: En. Sec. 3, Ch. 233, L. 1921; re-en. Sec. 6430, R.C.M. 1921; re-en. Sec. 6430, R.C.M. 1935; R.C.M. 1947 14-403.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 1. General › 35-17-105. Permissible purposes for organization

35-17-105. Permissible purposes for organization.
An association may be organized to engage in:
(1) any activity in connection with the marketing or selling of the agricultural products of its members or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof or the manufacturing or marketing of the byproducts thereof;
(2) any activity in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies;
(3) the financing of the above-enumerated activities; or
(4) any one or more of the activities specified herein.
History: En. Sec. 4, Ch. 233, L. 1921; re-en. Sec. 6431, R.C.M. 1921; re-en. Sec. 6431, R.C.M. 1935; R.C.M. 1947, 14-404.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 1. General › 35-17-106. Powers of associations

35-17-106. Powers of associations.
Each association incorporated under this chapter shall have the following powers:
(1) to engage in any activity in connection with the marketing, selling, harvesting, preserving, drying, processing, canning, packing, storing, handling, or utilization of any agricultural products produced or delivered to it by its members or the manufacturing or marketing of the byproducts 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 in any one or more of the activities specified in this section. No association shall handle the agricultural products of nonmembers in greater volume than that of members.
(2) to borrow money and to make advances to members;
(3) to act as the agent or representative of any member or members in any of the above-mentioned activities;
(4) to purchase or otherwise acquire and to hold, own, and exercise all rights of ownership in and to sell, transfer, or pledge shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the 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 bylaws;
(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 operation of any of the business of the association or incidental thereto;
(7) to do each and every thing necessary, suitable, or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects 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 in addition any other rights, powers, and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the expressed provisions of this chapter, and to do any such thing anywhere.
History: En. Sec. 6, Ch. 233, L. 1921; re-en. Sec. 6433, R.C.M. 1921; amd. Sec. 1, Ch. 109, L. 1933; re-en. Sec. 6433, R.C.M. 1935; R.C.M. 1947, 14-406.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 2. Formation › 35-17-201. Marketing survey

35-17-201. Marketing survey.
Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the dean of the state agricultural college who will inform it whatever a survey of the marketing conditions affecting the commodities to be handled by the proposed association indicates regarding probable success.
History: En. Sec. 5, Ch. 233, L. 1921; re-en. Sec. 6432, R.C.M. 1921; re-en. Sec. 6432, R.C.M. 1935; R.C.M. 1947, 14-405.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 2. Formation › 35-17-202. Articles of incorporation -- contents -- filing -- articles or copies as prima facie evidence

35-17-202. Articles of incorporation -- contents -- filing -- articles or copies as prima facie evidence.
(1) Each association formed under this chapter shall prepare and file articles of incorporation setting forth:
(a) the name of the association;
(b) the purposes for which it is formed;
(c) the place where its principal business will be transacted;
(d) the term for which it is to exist, which may be perpetual;
(e) the number of its directors or trustees and the names and residences of those who are appointed for the first 3 months and until their successors are elected and qualified;
(f) if organized without capital stock, whether the property rights and interest of each member are equal or unequal, and if unequal, the articles must set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member must be determined and fixed. The association has the power to admit new members who must be entitled to share in the property of the association with the old members, in accordance with the general rules;
(g) the designation of classes of members, if more than one;
(h) the number and par value of shares of each authorized class of stock and, if more than one class is authorized:
(i) the designation, preferences, limitations, and relative rights of each class;
(ii) which classes of stock are membership stock;
(iii) as to each class of stock, the rate of dividend, if any, or a statement that the rate of dividend may be fixed by the board; and
(iv) any reservation of a right to acquire or recall any stock.
(2) In addition to provisions required in subsection (1), the articles of incorporation may also contain provisions not inconsistent with law regarding liability as set forth in 35-14-202.
(3) The articles must be subscribed by the incorporators and must be filed in accordance with the provisions of the general corporation law of this state, and when so filed, the articles of incorporation or certified copies must be accepted as prima facie evidence of the facts contained in the articles and of the due incorporation of the association.
History: En. Sec. 8, Ch. 233, L. 1921; re-en. Sec. 6435, R.C.M. 1921; re-en. Sec. 6435, R.C.M. 1935; amd. Sec. 1, Ch. 298, L. 1977; R.C.M. 1947, 14-408; amd. Sec. 36, Ch. 174, L. 1983; amd. Sec. 5, Ch. 559, L. 1987; amd. Sec. 209, Ch. 368, L. 1991; amd. Sec. 3, Ch. 130, L. 1999; amd. Sec. 264, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 2. Formation › 35-17-203. Amendments to articles of incorporation

35-17-203. Amendments to articles of incorporation.
At any time after filing, the articles of incorporation may be amended. Any amendment of the articles of incorporation must be approved by a majority of the directors and then adopted by vote of a majority of those members voting at any regular meeting of the association or at a special meeting called for the purpose of amending the articles, unless the articles require approval by a larger number of directors or members. A statement setting forth the amendment must be executed and attested to on behalf of the association by its appropriate officers. The statement must be filed in the office of the secretary of state who shall issue a certificate of amendment of the articles of incorporation. A certified copy of the certificate of amendment must be filed in the office of the county clerk for the county in which the principal office of the association is located.
History: En. Sec. 9, Ch. 233, L. 1921; re-en. Sec. 6436, R.C.M. 1921; re-en. Sec. 6436, R.C.M. 1935; amd. Sec. 2, Ch. 298, L. 1977; R.C.M. 1947, 14-409; amd. Sec. 37, Ch. 174, L. 1983; amd. Sec. 4, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 2. Formation › 35-17-204. Adoption of chapter by existing associations

35-17-204. Adoption of chapter by existing associations.
Any corporation or association organized under statutes existing prior to March 5, 1921, may, by a majority vote of its stockholders or members, be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall prepare one original and one copy of a statement signed by its directors, upon forms supplied by the secretary of state, to the effect that the corporation or association has by a majority vote of its stockholders or members decided to accept the benefits and be bound by provisions of this chapter. Articles of incorporation shall be filed as required in 35-17-202, except that they shall be signed by the members of the board of directors. The filing fee shall be the same as for filing an amendment to articles of incorporation.
History: En. Sec. 20, Ch. 233, L. 1921; re-en. Sec. 6447, R.C.M. 1921; re-en. Sec. 6447, R.C.M. 1935; R.C.M. 1947, 14-420; amd. Sec. 157, Ch. 575, L. 1981; amd. Sec. 55, Ch. 131, L. 1983; amd. Sec. 38, Ch. 174, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 2. Formation › 35-17-205. Fees for filing articles and amendments thereto

35-17-205. Fees for filing articles and amendments thereto.
For filing articles of incorporation and receiving a certificate of incorporation, an association organized pursuant to this part shall pay to the secretary of state a fee for filing an amendment to the articles and a fee for receiving a certificate of amendment. The fees must be set and deposited in accordance with 2-15-405.
History: En. Sec. 22, Ch. 233, L. 1921; re-en. Sec. 6449, R.C.M. 1921; re-en. Sec. 6449, R.C.M. 1935; amd. Sec. 4, Ch. 117, L. 1961; R.C.M. 1947, 14-422; amd. Sec. 27, Ch. 396, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 2. Formation › 35-17-206. Bylaws

35-17-206. Bylaws.
(1) Each association incorporated under this chapter shall, within 30 days after its incorporation, adopt for its government and management a code of bylaws, not inconsistent with the powers granted by this chapter. A majority vote of the members or stockholders or their written assent is necessary to adopt the bylaws. The bylaws may be amended at any regular or special meeting if approved by a majority vote of the stockholders.
(2) Each association under its bylaws may also provide for any or all of the following matters:
(a) the time, place, and manner of calling and conducting its meetings;
(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 by both and the conditions, manner, form, and effects of those votes;
(d) the number of directors constituting a quorum;
(e) the qualifications, compensation, duties, and term of office of directors and officers, the time of their election, and the mode and manner of giving notice of these matters;
(f) penalties for violations of the bylaws;
(g) the amount of entrance, organization, and membership fees, if any, the manner and method of collection of the fees, and the purposes for which they may be used;
(h) the amount that each member or stockholder is 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 the stockholder or member 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 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 the holders of common stock to transfer their stock, the manner of assignment and transfer of the interest of members and the shares of common stock, and the conditions upon which and the time when membership of any member ceases;
(j) the automatic suspension of the rights of a member when the member ceases to be eligible for membership in the association and the mode, manner, and effect of the expulsion of a member;
(k) 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 membership or, at the option of the association, by conclusive appraisal by the board of directors.
History: En. Sec. 10, Ch. 233, L. 1921; re-en. Sec. 6437, R.C.M. 1921; re-en. Sec. 6437, R.C.M. 1935; amd. Sec. 3, Ch. 298, L. 1977; R.C.M. 1947, 14-410(part); amd. Sec. 1331, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-301. Who may be members

35-17-301. Who may be members.
(1) Under the terms and conditions prescribed in its bylaws, an association may admit as members or issue stock only to persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of the products and any lessors and landlords who receive as rent part of the crop raised on the leased premises.
(2) If a member of a nonstock association is other than a natural person, that member may be represented by any individual, associate, officer, or member authorized in writing.
(3) One association organized under this chapter may become a member or stockholder of any other association or associations organized under this chapter.
History: En. Sec. 7, Ch. 233, L. 1921; re-en. Sec. 6434, R.C.M. 1921; re-en. Sec. 6434, R.C.M. 1935; R.C.M. 1947, 14-407; amd. Sec. 5, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-302. Stock -- issuance -- limitations on ownership and transfer -- repurchase by association

35-17-302. Stock -- issuance -- limitations on ownership and transfer -- repurchase by association.
(1) When a member of an association established without capital stock has paid the member's membership fee in full, the member must receive a certificate of membership.
(2) (a) An association organized with capital stock may issue the amount of stock stated in its articles. The stock may be divided into two or more classes with the designations, preferences, limitations, and relative rights as stated in the articles, except that stock without par value may not be issued.
(b) The articles may require that members own one or more shares of membership stock. The membership stock may be issued or transferred only to a person eligible to become a member and only when that person satisfies the other requisites for membership. Unless restricted by the articles, stock other than membership stock may be issued or transferred to any person.
(3) An association may not issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but retention as security does not affect the members' right to vote.
(4) An association, in its bylaws, may limit the amount of common stock that one member may own.
(5) (a) Unless the articles provide otherwise, an association may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the association a prior right to acquire any stock offered for sale or the right to recall the stock of any stockholder, or both rights.
(b) The consideration paid by the association for recalled stock must be its par value and accrued unpaid dividends. However, if the book value of the stock is less than the par value, the consideration must be the book value.
(c) An association may set off obligations of a stockholder to the association.
(d) If the remaining assets of an association would be less than the aggregate amount payable to creditors and persons holding stock with preferential rights upon liquidation, the association may not acquire, recall, exchange, or redeem any stock for consideration other than stock or certificates of equity interest of equal or subordinate rank.
(6) (a) If stock is acquired, recalled, exchanged, or redeemed by an association, the stock is restored to the status of authorized but unissued stock.
(b) Stockholders do not have a preemptive right to purchase additional stock.
History: En. Sec. 14, Ch. 233, L. 1921; re-en. Sec. 6441, R.C.M. 1921; re-en. Sec. 6441, R.C.M. 1935; R.C.M. 1947, 14-414(part); amd. Sec. 6, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-303. Limited liability of members

35-17-303. Limited liability of members.
Except for debts lawfully contracted between a member and the association, a member is not liable for the debts of the association for an amount exceeding the sum remaining unpaid on the member's membership fee or subscription to the capital stock, including any unpaid balance on any promissory notes given in payment of the subscription.
History: En. Sec. 14, Ch. 233, L. 1921; re-en. Sec. 6441, R.C.M. 1921; re-en. Sec. 6441, R.C.M. 1935; R.C.M. 1947, 14-414(part); amd. Sec. 1332, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-304. Expulsion of member

35-17-304. Expulsion of member.
In case of the expulsion of a member, the board of directors shall equitably and conclusively appraise the member's property interests in the association and shall fix the amount of the interest in money, which must be paid to the member within 1 year after expulsion.
History: En. Sec. 10, Ch. 233, L. 1921; re-en. Sec. 6437, R.C.M. 1921; re-en. Sec. 6437, R.C.M. 1935; amd. Sec. 3, Ch. 298, L. 1977; R.C.M. 1947, 14-410(part); amd. Sec. 7, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-305. Meetings of members -- general and special -- how called -- notice -- one vote for each member

35-17-305. Meetings of members -- general and special -- how called -- notice -- one vote for each member.
(1) In its bylaws each association shall provide for one or more regular meetings annually.
(2) The board of directors must 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. The meeting must then be called by the directors.
(3) Notice of all meetings, together with a statement of the purposes of the meetings, must be mailed or sent by electronic means to each member at least 10 days prior to the meeting. However, the bylaws may require instead that the notice may be given by publication in a newspaper of general circulation published at the principal place of business of the association.
(4) No member or stockholder may be entitled to more than one vote.
History: (1) thru (3)En. Sec. 11, Ch. 233, L. 1921; re-en. Sec. 6438, R.C.M. 1921; re-en. Sec. 6438, R.C.M. 1935; Sec. 14-411, R.C.M. 1947; (4)En. Sec. 14, Ch. 233, L. 1921; re-en. Sec. 6441, R.C.M. 1921; re-en. Sec. 6441, R.C.M. 1935; Sec. 14-414, R.C.M. 1947; R.C.M. 1947, 14-411, 14-414(part); amd. Sec. 7, Ch. 277, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-311. Directors -- election -- compensation -- interest in contracts -- vacancies

35-17-311. Directors -- election -- compensation -- interest in contracts -- vacancies.
(1) The affairs of the association must be managed by a board of not less than five directors elected by the members or stockholders from their own number. The bylaws may provide that the territory in which the association has members must be divided into districts and that the directors must be elected according to the districts. In that case, the bylaws must specify the number of directors to be elected by each district, the manner and method of reapportioning the directors, and the manner and method of redistricting the territory covered by the association. The bylaws may provide that primary elections must be held in each district to elect the directors apportioned to the districts, and the result of all primary elections must be ratified by the next regular meeting of the association.
(2) An association may provide a fair remuneration for the time actually spent by its officers and directors in its service.
(3) A director during the term of office may not 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 to any other kind of contract differing from terms generally current in that district.
(4) When a vacancy on the board of directors occurs, other than by expiration of a term, the remaining members of the board by a majority vote shall fill the vacancy unless the bylaws provide for an election of directors by district. In that case, the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy.
History: En. Sec. 12, Ch. 233, L. 1921; re-en. Sec. 6439, R.C.M. 1921; re-en. Sec. 6439, R.C.M. 1935; R.C.M. 1947, 14-412; amd. Sec. 1333, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-312. Officers -- election -- bank as treasurer

35-17-312. Officers -- election -- bank as treasurer.
(1) 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, and they may combine the two latter offices and designate the combined office as secretary-treasurer. The treasurer may be a bank or any depositary, in which case it may not be considered an officer but instead a function of the board of directors, and the secretary shall perform the usual accounting duties of the treasurer, except that the funds must be deposited only as authorized by the board of directors.
(2) (a) If the bylaws provide, the directors may also elect from their number a presiding officer and one or more vice presiding officers, in which case the president and vice presidents need not be directors or stockholders.
(b) Any other officer may be chosen as provided in the bylaws.
History: En. Sec. 13, Ch. 233, L. 1921; re-en. Sec. 6440, R.C.M. 1921; re-en. Sec. 6440, R.C.M. 1935; R.C.M. 1947, 14-413; amd. Sec. 8, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-313. Removal of officer or director

35-17-313. Removal of officer or director.
(1) 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 10% of the members, requesting the removal of the officer or director in question. The removal must 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 charges have been brought must be informed in writing of the charges previous to the meeting and must 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 the director or officer must have the same opportunity.
(2) If the bylaws 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 12% of the members residing in the district from which the director was elected. The board of directors shall call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question is removed from office.
History: En. Sec. 15, Ch. 233, L. 1921; re-en. Sec. 6442, R.C.M. 1921; re-en. Sec. 6442, R.C.M. 1935; R.C.M. 1947, 14-415; amd. Sec. 1334, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-314. Referendum to membership of matters passed by board

35-17-314. Referendum to membership of matters passed by board.
Upon demand of a majority of the entire board of directors, any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for a decision at the next special or regular meeting. However, a special meeting may be called for the purpose.
History: En. Sec. 16, Ch. 233, L. 1921; re-en. Sec. 6443, R.C.M. 1921; re-en. Sec. 6443, R.C.M. 1935; R.C.M. 1947, 14-416; amd. Sec. 9, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 3. Operation -- Members, Directors, and Officers › 35-17-315. Creation of capital reserve -- distribution of net earnings

35-17-315. Creation of capital reserve -- distribution of net earnings.
At least once annually, the directors shall determine and distribute net proceeds as follows:
(1) (a) An association organized under this chapter may set aside part of its net earnings as its board of directors considers advisable for the purpose of creating or maintaining a capital reserve. In addition to the capital reserve, the directors may set aside a sum not to exceed 5% of the annual net earnings of the association, which must be used for the purposes of promoting and teaching cooperative organization and principles. The directors may establish and accumulate reserves for buildings, machinery and equipment, depreciation, losses, and other proper purposes.
(b) A share of the net proceeds may be set aside for or paid to employees. This amount for all purposes, except the computation of net proceeds, must be considered an expense of the association.
(c) In an association with capital stock, a dividend may be paid on the capital stock as authorized in the articles. A dividend may not be paid if the association's capital is impaired or the payment of the dividend would result in an impairment of capital.
(2) Net earnings in excess of any deductions in subsection (1) must be distributed annually to patrons on the basis of patronage. An association subject to the provisions of this chapter may distribute net earnings in the following or a combination of the following: cash, credits, stock, revolving fund certificates, other certificates, or securities of the association or of other associations.
History: En. 14-430 by Sec. 4, Ch. 298, L. 1977; R.C.M. 1947, 14-430; amd. Sec. 10, Ch. 130, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-401. Marketing contracts

35-17-401. Marketing contracts.
(1) The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over 10 years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products of its members with or without taking title to the products and pay over to its members the resale price after deducting all necessary selling, overhead, and other costs and expenses.
(2) The bylaws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by the member or stockholder of any provisions of the marketing contract regarding the sale or delivery or withholding of products and may further provide that the member or stockholder will pay all costs, premiums for bonds, expenses, and fees in case any action is brought upon the contract by the association, and these provisions are valid and enforceable in the courts of this state.
(3) In the event of any breach or threatened breach of a marketing contract by a member, the association is entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance. Pending the adjudication of an action and upon filing a verified complaint showing the breach or threatened breach and upon filing a sufficient bond, the association is entitled to a temporary restraining order and preliminary injunction against the member or stockholder.
History: En. Sec. 17, Ch. 233, L. 1921; re-en. Sec. 6444, R.C.M. 1921; re-en. Sec. 6444, R.C.M. 1935; R.C.M. 1947, 14-417; amd. Sec. 1335, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-402. Associations exempt from antimonopoly provisions

35-17-402. Associations exempt from antimonopoly provisions.
Associations executing marketing contracts in compliance with the provisions of this chapter shall not be deemed to be a conspiracy, a combination in restraint of trade, or an illegal monopoly or trust in an attempt to lessen competition or fix prices arbitrarily.
History: En. 14-417.1 by Sec. 1, Ch. 467, L. 1973; R.C.M. 1947, 14-417.1.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-403. Recording marketing agreements

35-17-403. Recording marketing agreements.
Any cooperative marketing association organized under the laws of this state or doing business in this state pursuant to the laws of this state may file for record its marketing agreements covering livestock, increase, wool, and other livestock products as hereinafter provided.
History: En. Sec. 1, Ch. 34, L. 1927; re-en. Sec. 6449.1, R.C.M. 1935; R.C.M. 1947, 14-423.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-404. Requisites for filing

35-17-404. Requisites for filing.
Such agreements shall be eligible for filing for record without being acknowledged before a notary public or other officer or without any affidavit of good faith or other formality but shall be signed by the member of the association and in the name of the association by a duly authorized officer of the association, and the corporate seal of the association shall be affixed.
History: En. Sec. 2, Ch. 34, L. 1927; re-en. Sec. 6449.2, R.C.M. 1935; R.C.M. 1947, 14-424.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-405. Place of filing

35-17-405. Place of filing.
Such agreements shall be filed in the office of the county clerk and recorder in the county where such livestock or livestock product is located on the date such agreement is so filed for record.
History: En. Sec. 3, Ch. 34, L. 1927; re-en. Sec. 6449.3, R.C.M. 1935; R.C.M. 1947, 14-425.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-406. Recording as notice

35-17-406. Recording as notice.
Such recordation shall operate as constructive notice of the agreement and of the rights of the association and of its successors and assigns, as specified in the agreement and in this part.
History: En. Sec. 4, Ch. 34, L. 1927; re-en. Sec. 6449.4, R.C.M. 1935; R.C.M. 1947, 14-426.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-407. When transfer of title effected on recording -- lien not to extend to subsequent product

35-17-407. When transfer of title effected on recording -- lien not to extend to subsequent product.
(1) In case such marketing agreement specifies that the member has agreed to sell and the association has agreed to buy the product specified in the agreement, produced by or for such member during a period of time in said agreement designated, and such agreement further provides that the association shall have the absolute title to such product and the right to enforce specific performance of the agreement and the power to borrow money thereon for any purpose of the association and that the association shall have all rights of ownership of such product without limitation, including the right to sell or pledge for its own account or as security for its own debts or otherwise, then such agreement, when so filed for record, shall operate to convey and transfer to such association full title to and possession of such product covered thereby, and any possession by the member thereafter shall be only as custodian for such association.
(2) Such agreement shall not apply or constitute any lien or encumbrance on any product derived subsequent to the term therein specified, and no release or satisfaction of such an agreement need be filed for record.
History: En. Sec. 5, Ch. 34, L. 1927; re-en. Sec. 6449.5, R.C.M. 1935; R.C.M. 1947, 14-427.