reglab/statecodes huggingface dataset:
2023 New York Laws › CCO - Cooperative Corporations › Article 2 - Formation and Dissolution of Cooperative Corporations; Classes; Powers; By-Laws › 17 - Voluntary Dissolution.

§  17.  Voluntary  dissolution.  A cooperative corporation may, at any
  meeting and upon due and express notice previously  given,  by  vote  of
  two-thirds  of  all  of  the  members  or  stockholders  voting thereon,
  discontinue its operations and settle its affairs.
Thereupon it shall designate a committee of three members  who  shall,
  on  behalf  of  the  corporation  and  within  a  time  fixed  in  their
  designation or any extension thereof,  liquidate  its  assets,  pay  its
  debts and expenses, and divide the net assets among the members, patrons
  or  stockholders,  as  they  may  be  entitled  under the certificate of
  incorporation or by-laws. Upon final settlement by such  committee,  the
  corporation shall be deemed dissolved. The committee shall make a report
  in  duplicate  of the proceedings had under this section, which shall be
  signed by its members, acknowledged  by  them  before  an  officer  duly
  authorized  to  administer oaths in this state, and filed in the offices
  in which its certificate of incorporation is filed.
In the case  of  a  cooperative  corporation  which  has  adopted  the
  delegate  plan  of  voting at a convention, as provided in this chapter,
  the vote to be taken as provided herein may be  taken  at  a  convention
  meeting  and  the  required  vote  shall  be two-thirds of the delegates
  present and voting.
After the payment of the corporation's debts and after  provision  has
  been  made  for the retirement of its capital stock outstanding, if any,
  at par, or other stated dissolution value,  and  accruals  thereon,  and
  other  fixed  obligations,  if  any,  held  by  members,  the net assets
  remaining may be distributed to members and/or patrons  by  distribution
  based  on dollar volume of purchases by members or patrons or other unit
  of measure or on products marketed as shown by its books of account over
  the preceding six fiscal years or in case the estimated cost  of  making
  distribution  by  the  foregoing  method  shall,  in  the opinion of the
  committee, approximate fifty per centum  of  the  amount  available  for
  distribution,  the  corporation may dispose of its net assets by pricing
  its inventory downward or raising its advances to members or both to the
  extent deemed desirable to finally wind up its affairs  in  the  current
  fiscal year.
2023 New York Laws › CCO - Cooperative Corporations › Article 2 - Formation and Dissolution of Cooperative Corporations; Classes; Powers; By-Laws › 18 - Jurisdiction of the Supreme Court.

§  18. Jurisdiction of the supreme court. In the case of a corporation
  dissolving as provided in this chapter,  the  supreme  court,  upon  the
  petition  of  the  committee or a majority of them, or in a proper case,
  upon the petition of a creditor or member, or upon the petition  of  the
  attorney-general,  upon notice to all of the committee and to such other
  interested persons as the court may specify from time to time may  order
  and adjudge in respect to the following matters:
1. The  giving  of  notice by publication or otherwise of the time and
  place for the  presentation  of  all  claims  and  demands  against  the
  corporation,  which  notice  may  require all creditors of and claimants
  against the corporation to present in writing and in detail at the place
  specified their respective accounts and demands to the  committee  by  a
  day  therein specified, which shall not be less than forty days from the
  service or first publication of such notice.
2. The payment or satisfaction in whole  or  in  part  of  claims  and
  demands  against  the  corporation,  or the retention of moneys for such
  purpose.
3. The presentation and filing of intermediate and final  accounts  of
  the  committee,  the  hearing  thereon,  the  allowance and disallowance
  thereof, and the discharge of the committee or any of them,  from  their
  duties and liabilities.
4. The  administration of any trust or the disposition of any property
  held in trust by or for the corporation.
5. The  sale  and  dispostion  of  any  remaining  property   of   the
  corporation  and the distribution of such property or its proceeds among
  the members or persons entitled thereto.
6. Such matters as justice may require.
All orders and judgments shall be binding upon  the  corporation,  its
  property and assets, its committee, members, creditors and all claimants
  against it.
2023 New York Laws › CCO - Cooperative Corporations › Article 3 - Members and Meetings › 40 - Certificate of Membership.

§ 40. Certificate of membership. Every corporation shall issue to each
  member, upon full payment therefor, a certificate of membership (whether
  evidenced  by  stock  or  otherwise)  which  shall  not  be transferable
  otherwise than as may be prescribed in this chapter, the certificate  of
  incorporation and by-laws. The corporation may accept as full or partial
  payment  a  member's  promissory note, but shall hold the certificate as
  security for payment, without, however, affecting the member's right  to
  vote unless such note is past due.
2023 New York Laws › CCO - Cooperative Corporations › Article 3 - Members and Meetings › 42 - Forfeiture of Membership.

§ 42. Forfeiture of membership. In accordance with provisions therefor
  in  the by-laws, any person shall forfeit his membership upon proof that
  he has ceased to be engaged in the occupation  or  occupations  for  the
  servicing of which the corporation was formed, or has ceased to have the
  qualifications  requisite for membership; and shall upon such notice and
  terms as may be prescribed in  the  by-laws,  surrender  his  membership
  certificate  or his shares of stock upon payment of the par or otherwise
  designated value thereof and of any accrued dividends  thereon,  as  may
  appear in the accounting at the end of the current fiscal year.
2023 New York Laws › CCO - Cooperative Corporations › Article 3 - Members and Meetings › 43 - Resignation of Members.

§  43.  Resignation  of members. Any member of a non-stock corporation
  may, subject to fulfilling the  liability,  contractural  or  otherwise,
  then  incurred  by  him  as  a  member  of  such corporation, resign and
  withdraw from such corporation, in accordance with  provisions  therefor
  in the by-laws.
2023 New York Laws › CCO - Cooperative Corporations › Article 3 - Members and Meetings › 44 - Voting by Members.

§  44. Voting by members. Except as otherwise provided in this chapter
  and section two hundred fifty-eight-l of  the  agriculture  and  markets
  law, each member shall be entitled to one vote only. Vote by proxy shall
  be  permitted  only  to  the  extent  provided  by the by-laws which are
  consistent with the provisions of this chapter, provided, however,  vote
  by  proxy  may  not  be  utilized where the certificate of incorporation
  permits proportionate or unequal voting. Except as otherwise required by
  this chapter or  by  the  by-laws,  directors  shall  be  elected  by  a
  plurality of the votes cast at a meeting by the members entitled to vote
  in the election.
2023 New York Laws › CCO - Cooperative Corporations › Article 3 - Members and Meetings › 45 - Voting by Delegates.

§  45.  Voting by delegates. A cooperative corporation may, by by-law,
  provide for a method of  voting  for  the  election  of  a  delegate  or
  delegates  from  each of its designated districts or local associations,
  and for voting by such delegates.  As  provided  in  the  by-laws,  each
  delegate  may  have  one  vote in the affairs of the corporation; or one
  vote for each member in his designated district or local association; or
  one vote for each member who was present and voted in person at meetings
  in the respective districts or local  associations;  or  the  number  of
  votes may be apportioned according to patronage.
2023 New York Laws › CCO - Cooperative Corporations › Article 3 - Members and Meetings › 46 - Proportionate Voting.

§  46.  Proportionate  voting.  A  corporation incorporated under this
  chapter  may  provide  in   its   certificate   of   incorporation   for
  proportionate  or  unequal  voting rights of all its members, based upon
  the patronage of said members, which shall  be  exercised  when  and  as
  provided in the by-laws of the corporation, except that no members shall
  be  entitled  to  more  than  one  vote  in  any case in which a statute
  requires the affirmative vote of a majority or more of the members.  The
  certificate  of  incorporation  shall  state  the  method  by which such
  proportionate voting rights shall be determined and fixed.
2023 New York Laws › CCO - Cooperative Corporations › Article 3 - Members and Meetings › 47 - Liability of Members.

§  47.  Liability  of members. 1. Members of a cooperative corporation
  shall not be personally liable for its debts, unless otherwise  provided
  in its certificate of incorporation; provided, however, that each member
  and  director  shall  jointly and severally be personally liable for all
  debts due to any of its laborers,  servants  or  employees,  other  than
  contractors, for services performed by them for it as defined by section
  six  hundred  thirty  (b) of the business corporation law. The liability
  imposed by this paragraph shall be subject to the notice and  limitation
  of  action  provisions, set out in section six hundred thirty (a) of the
  business corporation law, and shall be subject to  section  six  hundred
  thirty (c) of such law.
2. Every contract, made by the corporation with third parties, for the
  sale  or  other  disposition  of  products  which  the  corporation  has
  contracted with members or non-members to market for them, shall in  all
  respects  be deemed to be the obligation of the corporation, whether the
  corporation made such contract as principal or as agent.
2023 New York Laws › CCO - Cooperative Corporations › Article 4 - Directors, Officers and Employees › 60 - Directors; Terms; Election; Duties.

§ 60. Directors; terms; election; duties. Except as otherwise provided
  in  this  chapter,  the  board  of directors shall be divided, as nearly
  equally as practicable, into three classes. At the first annual meeting,
  the members shall elect from among themselves a director or directors of
  the first class for a term of one year; of the second class for  a  term
  of  two years; and of the third class for a term of three years.  At the
  expiration of the respective terms,  successors  shall  be  elected  for
  terms  of three years. Successor directors of corporations to which this
  chapter applies, which were formed under the stock corporation law prior
  to January first, nineteen hundred fifty-four, need not be members.
2023 New York Laws › CCO - Cooperative Corporations › Article 4 - Directors, Officers and Employees › 61 - Directors From Districts.

§ 61. Directors from districts. The by-laws may provide for the use of
  one  or  more  of  the  following:  (a)  that the territory in which the
  corporation has members shall be divided into designated districts,  and
  that  directors  shall be nominated or elected therefrom in a designated
  number and  manner,  either  by  the  members  therein  or  by  district
  delegates  elected  by  such  members or by the membership at large; (b)
  that primary nominations or elections shall be held in each district  to
  nominate the directors apportioned to such districts and that the result
  of  all  such  primary  elections  may  be  ratified by the next regular
  meeting of the  corporation  or  may  be  considered  final  as  to  the
  corporation;  (c)  that,  in  the  case  of  a  corporation having local
  associations, incorporated or otherwise, affiliated with it or a  member
  of  it,  election  of  a  designated  number  of directors may be by the
  members of such local association at  a  meeting  thereof,  followed  by
  transmission  of  the  ballots and of a certified canvass thereof to the
  annual meeting of the corporation; (d) that one or more directors may be
  appointed  by  any  public  official  or  commission  or  by  the  other
  directors. Directors so appointed shall represent primarily the interest
  of  the  general  public in such corporation; need not be members of the
  corporation; and shall not constitute more than one-fifth of the  entire
  number of directors.
2023 New York Laws › CCO - Cooperative Corporations › Article 4 - Directors, Officers and Employees › 62 - Salaries.

§  62.  Salaries.  The corporation may provide a fair remuneration for
  its officers and directors and for members of its  executive  committee.
  No  officer  or director or member of the executive committee shall be a
  party to a contract for profit with the corporation which  in  substance
  shall  differ  in  any  way from similar contracts by it with members or
  with others, or which shall vary from terms  generally  current  in  the
  district.
2023 New York Laws › CCO - Cooperative Corporations › Article 4 - Directors, Officers and Employees › 63 - Removal of Directors.

§  63.  Removal  of  directors. Any member may bring charges against a
  director by filing them in writing with the secretary, together  with  a
  petition  signed  by five per centum of the members, requesting removal.
  The corporation may thereupon remove the  director  by  the  affirmative
  vote  of  three-fourths  of  the  members  voting  thereon  at a meeting
  promptly held after due notice in writing setting forth  accurately  the
  purpose  for which such meeting is called, provided that at such meeting
  not less than ten per centum of the entire membership  vote,  personally
  or  by  mail. The director involved shall be given a copy of the charges
  reasonably in advance of the meeting, and he and the  complainant  shall
  have  an  opportunity at the meeting to be heard in person or by counsel
  and to present and cross examine witnesses.
In case the by-laws provide for election  of  directors  by  districts
  with  primary  elections in each district, then the petition for removal
  of a director must be  signed  by  twenty  per  centum  of  the  members
  residing  in  the  district  from  which  he  was  elected. The board of
  directors must call a special meeting of the members  residing  in  that
  district  to  consider  the  removal of the director in the manner above
  provided; and, by a concurrent vote of a majority of the members of that
  district voting thereon, such director shall be removed from office.
2023 New York Laws › CCO - Cooperative Corporations › Article 4 - Directors, Officers and Employees › 64 - Officers.

§  64.  Officers.  The  officers  of every corporation shall include a
  president, one or more  vice-presidents,  secretary  and  treasurer  who
  shall be elected annually by the board of directors. The president and a
  first  vice-president shall be members of the corporation or of a member
  corporation, and shall  be  elected  from  among  the  directors.  Other
  officers  need  not  be  directors  or  members  of the corporation. The
  offices of secretary and treasurer may be combined.
2023 New York Laws › CCO - Cooperative Corporations › Article 4 - Directors, Officers and Employees › 65 - Officers and Employees to Be Bonded.

§  65.  Officers  and employees to be bonded. Before handling funds or
  securities of the corporation, amounting to one thousand dollars or more
  in any one year, the officer or employee shall be covered by an adequate
  bond to be approved by the board of directors.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 70 - Marketing Contract.

§  70.  Marketing contract. 1. The certificate of incorporation or the
  by-laws may obligate the members to  sell  all  or  any  part  of  their
  specified  commodities  exclusively to or through the corporation or any
  facilities created by it, during any designated period of time,  subject
  to the right of any member to be released at a designated period in each
  year, by giving a prescribed notice.
2. The  certificate  or  by-laws  or  the  marketing  contract may fix
  specific sums to be paid by the member, or  contracting  non-member,  as
  liquidated damages upon a breach of the marketing obligation, which sums
  shall  not  be  regarded as penalties; and may further provide that such
  member pay all the costs, premiums for bonds, expenses and fees in  case
  the corporation recovers judgment therefor.
3. In  the  event  of  a  breach  or threatened breach by a member, or
  contracting non-member, of such marketing  obligation,  the  corporation
  shall  be entitled to an injunction to prevent any further breach and to
  a decree of  specific  performance;  and,  upon  filing  of  a  verified
  complaint  showing  such breach and of a bond approved by the court, the
  corporation shall be entitled to a temporary restraining order.
4. The marketing contract may provide that the corporation may sell or
  resell the products delivered by its members,  with  or  without  taking
  title  thereto; and may pay over to its members the resale-price, or the
  pool price in case of pooling of sales, after  deducting  all  necessary
  selling,  overhead  and  other costs and expenses, including interest or
  distribution on stock, not exceeding six per centum per annum,  and  any
  other deductions authorized by the by-laws or marketing contract.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 71 - Purchasing Business of Other Corporations or Persons.

§ 71. Purchasing business of other corporations or persons. Whenever a
  corporation  shall  purchase  the  business  of  another  corporation or
  person, it may make payment wholly or partly by the issue  of shares  or
  other  securities  to  an amount which at par value would equal the fair
  market value of the business so purchased;  and  such  securities  shall
  thereupon be deemed fully paid for.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 72 - Reserves, Net Margins, Net Retained Proceeds, Distributions, and Patronage Refunds.

§ 72. Reserves, net margins, net retained proceeds, distributions, and
  patronage refunds. The directors shall periodically set aside reasonable
  sums  for reserves. The net margins or net retained proceeds may, in the
  discretion of the directors, be distributed at least once  every  twelve
  months  to members or patrons, by uniform distribution and calculated on
  such  bases  as  the  by-laws  or  marketing  contract  may   prescribe.
  Distributions  may  be credited on account of the issuance to members or
  patrons of capital stock or other securities of the corporation.  In the
  case of cooperatives with capital  stock,  dividends  shall  not  exceed
  twelve per centum per annum on any class of stock.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 73 - Misdemeanor to Spread False Reports About the Finances or Management Thereof.

§  73.  Misdemeanor  to  spread  false  reports  about the finances or
  management thereof. Any person who  maliciously  and  knowingly  spreads
  false  reports  about  the  finances  or  management  or activity of any
  cooperative corporation incorporated under or subject to this chapter or
  organized under a similar statute of another  state,  and  operating  in
  this  state under due authority, shall be guilty of a misdemeanor and be
  subject to a fine of not less than one hundred dollars and not more than
  one thousand dollars for each such offense; and shall be liable  to  the
  corporation  aggrieved  in a civil suit in the penal sum of five hundred
  dollars for each such offense.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 74 - Liability for Damages for Encouraging or Permitting Delivery of Products in Violation of Marketing Agreements.

§  74. Liability for damages for encouraging or permitting delivery of
  products in violation of  marketing  agreements.  Any  person,  firm  or
  corporation who solicits or persuades or aids or abets any member of any
  cooperative corporation incorporated under or subject to this chapter to
  breach  his  marketing  contract  with  the  corporation by accepting or
  receiving such member's products for sale, marketing,  manufacturing  or
  processing  thereof  contrary to the terms of any marketing agreement of
  which said person or any officer or manager of the said corporation  has
  knowledge  or  notice,  shall  be liable in the penal sum of one hundred
  dollars for each contract, to the cooperative corporation aggrieved in a
  civil suit for  damages;  and  such  cooperative  corporation  shall  be
  entitled  to  an  injunction against such person, firm or corporation to
  prevent further breaches.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 75 - Audit and Annual Report.

§  75.  Audit  and  annual report. Immediately after the close of each
  fiscal year, every cooperative corporation shall cause an  audit  to  be
  made  of  its  operations  for such fiscal year. A written report of the
  audit, including a statement of services rendered  by  the  corporation,
  with  total  amount  of  business  transacted, balance sheet, income and
  expenses shall be submitted to the annual meeting of the corporation and
  shall at all times be available for inspection  by  any  member.    Such
  audit  shall  be made by an experienced bookkeeper or accountant or firm
  of accountants not regularly employed by the corporation, provided  that
  in  the  case of a cooperative corporation, the annual business of which
  amounts to less than one hundred thousand dollars, the audit may be made
  by an auditing  committee  of  three  members  or  stockholders  of  the
  corporation  who shall not be directors, officers, or employees thereof.
  Any person violating or failing to comply with the  provisions  of  this
  section shall be deemed guilty of a misdemeanor.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 76 - Foreign Corporations.

§  76.  Foreign corporations. Any cooperative corporation organized as
  such under the laws of another state, or any foreign corporation of  any
  type  or  kind  which  has  as  its  purpose  or  among its purposes the
  cooperative rendering of mutual help and services  to  its  members  and
  which  would,  if  it were to be formed currently under the laws of this
  state, be formed  under  this  chapter,  may,  in  furtherance  of  such
  purposes  as  are  permitted  by this chapter, do business, and make and
  enforce contracts, in this state upon compliance with all the applicable
  provisions of this  chapter  and  of  the  laws  applicable  to  foreign
  corporations desiring to do business in this state.
2023 New York Laws › CCO - Cooperative Corporations › Article 5 - Miscellaneous Provisions › 77 - Annual License Fee.

§  77.  Annual license fee. 1. Each cooperative corporation organized,
  with or without capital stock, for the purpose of cooperative  marketing
  of  agricultural  products  or  for  the  purpose of making loans to its
  members producing agricultural products or for the purpose of purchasing
  food products for sale to its members,  such  a  purchasing  cooperative
  corporation  having  gross  receipts  from  such sales of less than five
  hundred  thousand  dollars  in  a  calendar  year,  shall  pay  to   the
  commissioner  of  taxation  and finance an annual fee of ten dollars, in
  lieu of all franchise or license or corporation taxes.
2. Each cooperative corporation organized without capital stock,  with
  federal  internal  revenue code section 501(c)12 status, for the purpose
  of producing and/or distributing district heating and/or cooling service
  solely for the use of its members where:  (a)  the  heating  or  cooling
  facility  of  such  cooperative  corporation is located in a city with a
  population of more than two hundred thousand and less than three hundred
  thousand and (b) either (i) at least thirty-five percent of such heating
  and/or  cooling  service  as  measured  by  relative  thermal  usage  is
  distributed  to  and  used  by  members  which  qualify as organizations
  described in paragraph one, two or four of subdivision  (a)  of  section
  eleven  hundred  sixteen of the tax law, or which qualify as cooperative
  corporations organized  without  capital  stock  with  federal  internal
  revenue  code  section  501(c)12  status,  or  (ii)  is  a  member  of a
  cooperative corporation organized without capital stock which  satisfies
  the  requirements  of  clause  (a)  and  item  (i) of clause (b) of this
  subdivision shall pay to the commissioner of  taxation  and  finance  an
  annual  fee  of  ten  dollars,  in  lieu  of  all  franchise, license or
  corporation  taxes,  or  the  tax  imposed  under  section  one  hundred
  eighty-six-a of the tax law.
3.  Such  annual  fee  shall  be  paid  for  each calendar year on the
  fifteenth day of March next succeeding the close of such  calendar  year
  but  shall  not  be  payable  after  January first, two thousand twenty;
  provided,  however,   that   cooperative   corporations   described   in
  subdivisions one or two of this section shall continue to not be subject
  to  the  franchise,  license,  and  corporation taxes referenced in such
  subdivisions or, in the case of cooperative  cooperations  described  in
  subdivision   two  of  this  section,  the  tax  imposed  under  section
  one-hundred eighty-six-a of the tax law.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 80 - Legislative Findings.

§  80. Legislative findings. The legislature hereby finds and declares
  that it is the policy of this state to promote the  creation  of  worker
  cooperatives.  Worker  cooperatives provide a means by which enterprises
  may be democratically controlled and operated by their own  workers.  It
  is expected that such cooperative ownership will result in increased job
  satisfaction  and  increased  productivity  and  will  enable workers to
  receive the fullest economic benefits from their endeavors. It  is  also
  expected  that the establishment of cooperatives under this article will
  result in the creation of new jobs in all economic sectors,  will  offer
  greater  economic  stability  in  the communities of this state and will
  discourage the movement of capital and jobs out of this state.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 81 - Definitions.

§  81. Definitions. As used in this article the following words shall,
  unless the  context  clearly  requires  otherwise,  have  the  following
  meanings:
1. "Worker  cooperative,"  a  corporation  which  has  elected  to  be
  governed by the provisions of this article.
2. "Member," a natural person who has been  accepted  in  and  owns  a
  membership share issued by a worker cooperative.
3. "Patronage",  the  amount of work performed as a member of a worker
  cooperative,  measured   in   accordance   with   the   certificate   of
  incorporation and by-laws.
4. "Written   notice   of  allocation",  a  written  instrument  which
  discloses to  a  member  the  stated  dollar  amount  of  such  member's
  patronage  allocation  and  the  terms  for payment of the amount by the
  worker cooperative.
5. "Paid-in capital",  money  or  other  property,  exclusive  of  the
  membership fee, contributed by a member to a worker cooperative.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 82 - Corporations Organized Under the Business Corporation Law; Election to Be Governed as Worker Cooperative.

§  82.  Corporations  organized  under  the  business corporation law;
  election to be governed as worker cooperative. Any corporation organized
  under the business corporation law may elect to be governed as a  worker
  cooperative  under  the provisions of this article, by so stating in its
  certificate of incorporation filed in accordance with  article  four  of
  the  business  corporation  law  or  amendments  to  its  certificate of
  incorporation filed in accordance with article  eight  of  the  business
  corporation law.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 84 - Applicability of the Business Corporation Law.

§  84. Applicability of the business corporation law. 1. A corporation
  electing to be governed as  a  worker  cooperative  in  accordance  with
  section  eighty-two  of this article shall be governed by all provisions
  of the business corporation law, except as otherwise  provided  in  this
  article.
2.  Notwithstanding the provisions of paragraph (b) of subdivision (1)
  of section five of this chapter, the following sections of the  business
  corporation  law  shall  apply  to  worker  cooperatives,  except  where
  otherwise provided in this article: section four hundred three,  section
  five  hundred  five,  paragraph  (c)  of  section five hundred eighteen,
  paragraph (a) of section six hundred eight,  paragraph  (a)  of  section
  seven  hundred  three,  section  seven hundred four and paragraph (a) of
  section eight hundred three.
3. The following sections of the business corporation  law  shall  not
  apply to membership shares in a worker cooperative as defined in section
  eighty-one  of  this  article:  section five hundred three, section five
  hundred four, section five hundred nine, paragraph (c) of  section  five
  hundred   twelve,  section  six  hundred  twelve,  section  six  hundred
  seventeen,  section  six  hundred  twenty-two,   section   six   hundred
  twenty-three,  section  six  hundred twenty-five and section six hundred
  twenty-eight.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 85 - Applicability of the Cooperative Corporations Law.

§  85. Applicability of the cooperative corporations law. Except where
  limited or excluded in this article,  all  provisions  of  this  chapter
  shall  apply  to  worker  cooperatives.  The  following  sections of the
  cooperative corporations law shall not  apply  to  worker  cooperatives:
  paragraph  (e) of section three, section eleven, section twelve, section
  fifteen, section sixteen, section seventeen, section  eighteen,  section
  forty-six,  section  seventy,  section seventy-one, section seventy-two,
  section seventy-four,  section  seventy-five,  section  seventy-six  and
  section seventy-seven.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 86 - Revocation of Election.

§  86.  Revocation  of  election.  A worker cooperative may revoke its
  election  under  section  eighty-two  of  this  article  by  a  vote  of
  two-thirds  of  the members and through a certificate of amendment filed
  in accordance with article eight of the business corporation law.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 87 - Corporate Name.

§  87.  Corporate  name.  A  worker cooperative shall include the word
  "cooperative",  "corporation",  "incorporated"  or  "limited"   in   its
  corporate name, or an abbreviation of one of such words, notwithstanding
  inconsistent  provisions  in  this  chapter  or  in article three of the
  business corporation law.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 88 - Members; Membership Shares; Fees; Rights and Responsibilities.

§  88.  Members; membership shares; fees; rights and responsibilities.
  1. The certificate of  incorporation  or  the  by-laws  shall  establish
  qualifications  and the method of acceptance and termination of members.
  Upon completion of his or her probationary period, all regular full-time
  or part-time  employees  shall  be  offered  membership  in  the  worker
  cooperative.  Acceptance  as  a  member in a worker cooperative shall be
  evidenced by a membership share, which shall be issued for a fee  to  be
  paid in such terms and conditions as are provided in the by-laws.
2. A worker cooperative shall issue a class of voting stock designated
  as  "membership  shares". Each member shall own only one such membership
  share, and only members may own such shares.
3. Notwithstanding section forty  of  this  chapter  acceptance  as  a
  member in a worker cooperative shall be evidenced by a membership share,
  which  shall be issued for a fee to be paid in such terms and conditions
  as are provided in the by-laws.
4. The redemption price of membership  shares  may  be  determined  by
  reference  to internal capital accounts as defined in section ninety-two
  of this article, notwithstanding section six hundred twenty-three of the
  business corporation law.
5. The stockholders in a worker cooperative shall have all the  rights
  and  responsibilities  of stockholders of a corporation formed under the
  provisions of the business corporation law, except as otherwise provided
  in this article and chapter.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 89 - Voting Shares; By-Laws; Amendment of Certificate of Incorporation.

§   89.   Voting   shares;   by-laws;   amendment  of  certificate  of
  incorporation. 1. No capital stock other than membership shares shall be
  given voting power in a worker cooperative, except as otherwise provided
  in this article.
2. In  accordance  with  section  six  hundred  one  of  the  business
  corporation  law,  the  power  to  amend  or  repeal by-laws of a worker
  cooperative shall be in the members  only,  except  to  the  extent  the
  directors  are  authorized  to amend or repeal the by-laws in accordance
  with said section six hundred one.
3. The provisions of article eight of  the  business  corporation  law
  shall  be  construed to limit voting on any amendment of the certificate
  of incorporation of a worker cooperative to  the  members,  except  that
  non-member  stockholders  shall participate in such voting in accordance
  with section eight hundred three of the business corporation law where a
  proposed amendment would adversely affect the rights of such  non-member
  stockholders as provided in subparagraphs two and three of paragraph (a)
  and paragraph (b) of section eight hundred four of such law.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 90 - Net Retained Proceeds or Losses; Distribution and Payment.

§  90.  Net  retained proceeds or losses; distribution and payment. 1.
  The net retained proceeds or losses of a  worker  cooperative  shall  be
  apportioned  and  distributed  at  such  times and in such manner as the
  certificate of incorporation or  by-laws  shall  specify.  Net  retained
  proceeds  declared  as patronage allocations with respect to a period of
  time, and paid or credited to members, shall be  apportioned  among  the
  members  in  accordance  with  the  ratio  which each member's patronage
  during the period involved bears  to  total  patronage  by  all  members
  during  that  period.  As  used  in  this article, "patronage" means the
  amount of work performed as a member of a worker  cooperative,  measured
  in accordance with the certificate of incorporation and by-laws.
2. The   apportionment,  distribution  and  payment  of  net  retained
  proceeds required by subdivision one of this section  may  be  in  cash,
  credits,  written  notices of allocation, or capital stock issued by the
  worker cooperative.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 91 - Directors; Officers.

§  91.  Directors;  officers.  1.  The by-laws of a worker cooperative
  shall provide for the election,  terms,  classifications,  if  any,  and
  removal  of  directors and officers in accordance with the provisions of
  this chapter or the provisions of the business corporation law.
2. Non-members  may  serve  as  directors  or  officers  of  a  worker
  cooperative  but  at  no  time  shall  there be a majority of non-member
  directors.
3. Notwithstanding section sixty-four of this chapter, non-members may
  serve as president and first vice-president of a worker cooperative.
4. Vacancies in director positions resulting from  death,  resignation
  or removal shall be filled by vote of the member directors.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 92 - Internal Capital Accounts; Recall or Redemption of Shares; Interest; Collective Reserve Account.

§  92.  Internal  capital  accounts;  recall  or redemption of shares;
  interest; collective reserve account.  1.  Any  worker  cooperative  may
  establish  through  its certificate of incorporation or by-laws a system
  of internal capital accounts, to reflect the book value and to determine
  the redemption price of membership shares,  capital  stock  and  written
  notices  of  allocation.  As  used  in  this article, "written notice of
  allocation" means a written instrument which discloses to a  member  the
  stated dollar amount of such member's patronage allocation and the terms
  for payment of that amount by the worker cooperative.
2. The certificate of incorporation or by-laws of a worker cooperative
  may  permit the periodic redemption of written notices of allocation and
  capital stock, and  must  provide  for  recall  and  redemption  of  the
  membership  share  upon termination of membership in the cooperative. No
  redemption shall  be  made  if  such  redemption  would  result  in  the
  liability  of  any  director  or officer of the worker cooperative under
  section seven hundred nineteen and section seven hundred twenty  of  the
  business corporation law.
3. The  certificate  of  incorporation  or by-laws may provide for the
  worker cooperative to pay or credit interest  on  the  balance  in  each
  member's internal capital account.
4. The   certificate   of   incorporation  or  by-laws  may  authorize
  assignment of a portion of net retained proceeds and  net  losses  to  a
  collective  reserve  account.  Net  retained  proceeds  assigned  to the
  collective reserve account  may  be  used  for  any  and  all  corporate
  purposes as determined by the board of directors.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 93 - Internal Capital Account Cooperatives.

§  93.  Internal capital account cooperatives. 1. A worker cooperative
  may provide in its by-laws that it shall operate as an internal  capital
  account  cooperative.  An  internal  account  cooperative  is  a  worker
  cooperative whose entire net book value is reflected in internal capital
  accounts, one for each member, and a collective reserve account, and  in
  which  no  persons other than members own capital stock.  In an internal
  capital account cooperative, each member shall have  one  and  only  one
  vote in any matter requiring voting by stockholders.
2. An  internal  capital  account cooperative shall credit the paid-in
  membership fee and  additional  paid-in  capital  of  a  member  to  the
  member's   internal   capital   account,   and  shall  also  record  the
  apportionment of net retained proceeds or net losses to the  members  in
  accordance  with  patronage  by  appropriately crediting or debiting the
  internal capital accounts of members. The collective reserve account  in
  an  internal  capital  account  cooperative  shall  reflect  any paid-in
  capital,  net  losses  and  net  retained  proceeds  not  allocated   to
  individual members.
3. In an internal capital account cooperative, the balances in all the
  individual  internal capital accounts and collective reserve account, if
  any, shall be adjusted at the end of each accounting period so that  the
  sum  of  the  balances  is  equal  to  the  net book value of the worker
  cooperative.
4. Section six hundred twenty-three of the  business  corporation  law
  shall not apply to an internal capital account cooperative.
2023 New York Laws › CCO - Cooperative Corporations › Article 5-A - Worker Cooperative Corporations › 94 - Conversion of Membership Shares and Internal Capital Accounts Upon Revocation of Election; Consolidation or Merger.

§  94.  Conversion  of membership shares and internal capital accounts
  upon revocation of election; consolidation or merger.  When  any  worker
  cooperative  revokes  its election in accordance with section eighty-six
  of this article, an amendment of the certificate of incorporation  shall
  provide  for  conversion  of  membership  shares  and  internal  capital
  accounts or their conversion to securities or other property in a manner
  consistent with the provisions of the business corporation law.
2023 New York Laws › CCO - Cooperative Corporations › Article 6 - Agricultural Cooperative Corporation › 110 - Declaration of Policy.

§  110. Declaration of policy. It is the declared policy of this state
  to promote the effective production and  merchandising  of  agricultural
  commodities  by providing the means by which farmers may act together in
  manufacturing,  processing,  preparing  for  market,   handling   and/or
  marketing their farm products and by enabling farmers to act together in
  purchasing, testing, grading, processing, distributing and/or furnishing
  farm   supplies  and/or  farm  business  services  through  cooperatives
  operated for the mutual benefit of the members thereof as producers  and
  purchasers.
2023 New York Laws › CCO - Cooperative Corporations › Article 6 - Agricultural Cooperative Corporation › 111 - Definitions.

§  111.  Definitions.  For  the purposes of this article: (a) the term
"agricultural  cooperative"  means  a  cooperative,  either   stock   or
non-stock,  operated  for the mutual benefit of the members in which (1)
no member is allowed more than one vote because of the amount  of  stock
or membership capital he or she may own therein, and (2) the cooperative
does  not  pay  dividends  on  stock  or membership capital in excess of
twelve per centum per annum, and (3) the cooperative does  not  deal  in
farm products, agricultural waste products or agricultural compost, farm
supplies,  farm  business  services and the capture of methane and other
gases for the generation and use  or  sale  of  energy,  as  defined  in
section  1-103  of  the  energy law with or for non-members in an amount
greater in value than the total amount of such business transacted by it
with or for members.
Only persons engaged in the production of  agricultural  products,  or
cooperative  corporations  of such producers organized under the laws of
this or any other  state,  shall  be  eligible  for  membership  in  any
agricultural  marketing  or  purchasing  corporation  formed or operated
under the provisions of  this  article.  The  terms  and  conditions  of
membership  shall  be  prescribed in the by-laws. The board of directors
shall be chosen at the time  and  place  and  for  terms  fixed  by  the
by-laws,  but  at  least  one-fourth  of  the  directors must be elected
annually.
The by-laws may provide for their amendment by the board of directors;
but any amendment adopted by the board which  affects  the  preferential
rights  or  obligations of the members or stockholders shall be reported
to the next annual meeting of the corporation, and if not  affirmatively
approved  thereat  shall cease to be in effect. Such by-laws reported to
the  annual  meeting  may  be  adopted,  repealed  or  amended  on   the
affirmative vote of two-thirds of the members, stockholders or delegates
voting  thereon at a meeting held after due written notice setting forth
the proposed action and the purpose of the meeting.
(b)  The  term  "agricultural  products"  shall  mean   horticultural,
viticultural,   dairy,  livestock,  poultry,  bee  and  any  other  farm
products.
(c) The terms "feed", "food", and "food products" mean any  substance,
capable  of  human, animal or poultry consumption, whether simple, mixed
or compound, and all substances or ingredients added to  food  for  such
purpose.
(d)  The term "agricultural waste products" means livestock manure and
crop residues.
(e) The  term  "agricultural  compost"  means  organic  waste  derived
principally  from  farm  operations  and  which  has  been  subjected to
aerobic, thermophilic decomposition  to  produce  a  stable,  humus-like
material.
2023 New York Laws › CCO - Cooperative Corporations › Article 6 - Agricultural Cooperative Corporation › 112 - Incorporation.

§  112. Incorporation. Five or more producers of agricultural products
  may form a cooperative agricultural corporation with or without  capital
  stock,  under  this  article.  If  the  principal  activities  of such a
  corporation are connected with the marketing,  processing,  manufacture,
  sale  or other dispositions of agricultural products, agricultural waste
  product, or agricultural compost including the capture  of  methane  and
  other  gases for the generation and use or sale of energy, as defined in
  section 1-103 of  the  energy  law,  it  may  be  termed  a  cooperative
  marketing  corporation  and  incorporated  as  such.  If  its  principal
  activities  relate  to  the  purchase  of  supplies  for  producers   of
  agricultural  products,  it  may  be  termed  a  cooperative  purchasing
  association and  incorporated  as  such,  but  in  either  case  such  a
  corporation  may  engage in both such lines of activity. Nothing in this
  section or article shall be deemed to prohibit the  incorporation  of  a
  cooperative  corporation under article two of this chapter or affect the
  existing powers of  any  existing  cooperative  corporation  not  within
  section one hundred eleven of this article.