reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-4. - Application of general corporation law — Business corporation tax — Other taxes and programs.

§ 7-6.2-4. Application of general corporation law — Business corporation tax — Other taxes and programs.
(a)
The provisions of chapter 1.2 of title 7 are applicable to workers’ cooperatives.
(b)
All workers’ cooperatives shall enjoy the powers and privileges, and be subject to the duties, restrictions, and liabilities of other corporations organized under chapter 1.2 of title 7, except where inconsistent with the intent and purpose of this chapter.
(c)
This chapter takes precedence in the event of a conflict with the provisions of chapter 1.2 of title 7.
(d)
All workers’ cooperatives shall be subject to the provisions of chapter 11 of title 44 dealing with the taxation of corporations and chapters 29 through 44 of title 28.
(e)
Except as provided in subsection (f) of this section, workers’ cooperatives shall be subject to the provisions of title 28 as employers.
(f)
To the extent that a workers’ cooperative has shareholders (owners) who are employees (members), the workers’ cooperative shall be subject to the provisions of title 28 related to employees including, but not limited to: department of labor and training payroll taxes, temporary disability insurance, state unemployment insurance and workers’ compensation insurance.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-5. - Revocation of election.

§ 7-6.2-5. Revocation of election.
A workers’ cooperative may revoke its election under this chapter by a vote of two-thirds (⅔) of the members and through articles of amendment filed in accordance with §§ 7-1.2-901 — 7-1.2-907.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-6. - Members — Membership shares — Fees — Rights and responsibilities.

§ 7-6.2-6. Members — Membership shares — Fees — Rights and responsibilities.
(a)
The certificate of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. Upon completion of their probationary period, all regular full-time or part-time employees shall be offered membership in the workers’ cooperative. Acceptance as a member in a workers’ 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 bylaws.
(b)
A workers’ cooperative shall issue a class of voting stock designated as “membership shares”. Each member shall own only one membership share, and only members may own membership shares.
(c)
Membership shares shall be issued for a fee as shall be determined from time to time by the directors. No certificate for a membership share shall be issued until its fee has been paid in full. Each member is entitled to a certificate for his or her membership share upon fulfilling the requirements in the cooperative’s articles of incorporation and bylaws.
(d)
Members of a workers’ cooperative shall have all the rights and responsibilities of stockholders of a corporation organized under the provisions of chapter 1.2 of title 7, except as otherwise provided in this chapter.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-7. - Voting shares — Bylaws — Amendment of certificate of incorporation.

§ 7-6.2-7. Voting shares — Bylaws — Amendment of certificate of incorporation.
(a)
No capital stock other than membership shares shall be given voting power in a workers’ cooperative, except as otherwise provided in this chapter.
(b)
Notwithstanding the provisions of §§ 7-1.2-201 and 7-1.2-202 and §§ 7-1.2-901 — 7-1.2-907, the power to amend or repeal bylaws of a workers’ cooperative shall be vested in the members only, except to the extent that directors are authorized to amend or repeal the bylaws in accordance with the certificate of incorporation.
(c)
The provisions of §§ 7-1.2-901 — 7-1.2-907 shall be construed to limit voting on any amendment of the certificate of incorporation of a workers’ cooperative to the members, except that nonmember stockholders shall participate in such voting in accordance with § 7-1.2-903 where a proposed amendment would adversely affect the rights of such nonmember stockholders as provided in § 7-1.2-904.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-8. - Net earnings or losses — Apportionment, distribution, and payment.

§ 7-6.2-8. Net earnings or losses — Apportionment, distribution, and payment.
(a)
The net retained proceeds or losses of a workers’ cooperative shall be apportioned and distributed at such times and in such manner as the certificate of incorporation or bylaws 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 patronage by all members during that period. As used in this section, “patronage” means the amount of work performed as a member of a workers’ cooperative, measured in accordance with the certificate of incorporation and bylaws.
(b)
The apportionment, distribution, and payment of net retained proceeds required by subsection (a) of this section may be in cash credits, written notices of allocation, or capital stock issued by the workers’ cooperative. If the distribution and payment of net retained proceeds is made in cash credits, such distribution and payments shall be subject to pass-through withholding under § 44-11-2.2.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-9. - Directors; officers.

§ 7-6.2-9. Directors; officers.
(a)
The bylaws of a workers’ 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 chapter 1.2 of title 7.
(b)
In the absence of any bylaw provision, elections, terms, classifications, and removal procedures shall be governed by the provisions of chapter 1.2 of title 7.
(c)
Nonmembers may serve as directors or officers of a workers’ cooperative, but at no time shall there be a majority of nonmember directors.
(d)
Vacancies in director positions resulting from death, resignation, or removal shall be filled by a vote of the member directors.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-10. - Internal capital accounts — Recall or redemption of shares — Interest — Collective reserve account.

§ 7-6.2-10. Internal capital accounts — Recall or redemption of shares — Interest — Collective reserve account.
(a)
Any workers’ cooperative may establish through its certificate of incorporation or bylaws 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 section, “written notice of allocation” means a written instrument that discloses to a member the stated dollar amount of the member’s patronage allocation, and the terms for a payment amount by the workers’ cooperative.
(b)
The certificate of incorporation or bylaws of a workers’ 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 the redemption would result in the liability of any director or officer of the workers’ cooperative under §§ 7-1.2-801 — 7-1.2-814.
(c)
The certificate of incorporation or bylaws 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.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-11. - Conversion of membership shares and internal capital accounts upon revocation of election; consolidation or merger.

§ 7-6.2-11. Conversion of membership shares and internal capital accounts upon revocation of election; consolidation or merger.
When any workers’ cooperative revokes its election in accordance with § 7-6.2-5, an amendment of the certificate of incorporation shall provide for the conversion of membership shares and internal capital accounts, or their conversion to securities or other property in a manner consistent with the provisions of chapter 1.2 of title 7.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-6.2 - Workers’ Cooperatives › Section 7-6.2-12. - Severability.

§ 7-6.2-12. Severability.
If any provision of this chapter or any rule or regulation created under this chapter, or the application of any provision of this chapter to any person or circumstance shall be held invalid in any court of competent jurisdiction, the remainder of the chapter, rule, or regulation and the application of such provision to other persons or circumstances shall not be affected thereby. The invalidity of any section or sections of this chapter and to this end the provisions of the chapter are declared to be severable.
History of Section.
P.L. 2017, ch. 370, § 1; P.L. 2017, ch. 378, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-1. - Definitions.

§ 7-7-1. Definitions.
In this chapter, unless the context requires otherwise, the term:
(1)
“Agricultural products” or “products” means field crops, horticultural, viticultural, forestry, nut, dairy, livestock, poultry, bee, and all farm products and the byproducts derived from any of them; and words used import the singular or the plural as the context demands;
(2)
“Association” means any corporation formed under this chapter;
(3)
“Member” means a person who owns a common stock in an association formed with capital stock, or who owns a certificate of membership in an association formed without capital stock;
(4)
“Person” means an individual, a partnership, a corporation, an association, or two (2) or more persons having a joint or common interest.
History of Section.
P.L. 1928, ch. 1202, § 1; G.L. 1938, ch. 117, § 1; G.L. 1956, § 7-7-1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-2. - Power to form associations.

§ 7-7-2. Power to form associations.
Five (5) or more persons of lawful age engaged in the production of agricultural products, or two (2) or more nonprofit cooperative associations of producers, organized under the provisions of this chapter, may form a nonprofit cooperative association with or without capital stock for the purpose of producing, handling, processing, preparing for market, warehousing, financing, preserving, drying, canning, packing, manufacturing, utilizing, and marketing the agricultural products of its members or for engaging in any activity pertaining to any of the things enumerated, including the financing, purchasing, or otherwise securing for its members supplies, equipment, machinery, or commodities of any character.
History of Section.
P.L. 1928, ch. 1202, § 2; G.L. 1938, ch. 117, § 2; G.L. 1956, § 7-7-2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-3. - Contents and filing of articles of association.

§ 7-7-3. Contents and filing of articles of association.
The persons shall sign and file in duplicate written articles of association, which shall be signed by all of the incorporators and which shall be acknowledged by them in the manner in which deeds of real estate are required to be acknowledged within this state, and the residences of the incorporators shall be stated opposite their names. In the articles of association, the incorporators shall recite that they desire to become incorporated under the provisions of this chapter and shall state:
(1)
The name of the association, which shall contain the word “cooperative” and which shall not be the same as that of any other association or corporation formed or doing business in this state or so similar in name as to be likely to be confused with it.
(2)
The objects or purposes for which it is formed.
(3)
The place where its principal office is to be located.
(4)
The term for which it is to exist.
(5)
Whether formed with or without capital stock, and if formed with capital stock, the total amount of the authorized capital stock of the corporation, the number of shares into which the stock is divided and the par value of each share, except in the case of a corporation having stock or any class of stock without par value, in which case the articles of association regarding the stock, in lieu of the above, shall state the total number of shares authorized and that they are without par value; the restrictions, if any, imposed on the transfer of stock; and, if there be two (2) or more classes of stock, a description of the different classes and a statement of the terms on which they are created.
(6)
In addition to the above, the articles of incorporation of any association incorporated under this chapter may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement, and transfer of its stock, if formed with capital stock, or any provisions relative to the manner in which it operates or as to its members, officers, or directors and any other provisions relating to its affairs.
History of Section.
P.L. 1928, ch. 1202, § 3; G.L. 1938, ch. 117, § 3; G.L. 1956, § 7-7-3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-4. - Incorporation fee — Certificate — Articles as evidence.

§ 7-7-4. Incorporation fee — Certificate — Articles as evidence.
Upon the filing of the articles of association and a duplicate of the articles with the secretary of state, together with an incorporation fee of fifty dollars ($50.00) and the duplicate copy certified to by the secretary of state and returned to the incorporator, the original articles of incorporation, or certified copies of them, shall be received in all the courts of this state and elsewhere as prima facie evidence of the facts contained in them and of the due incorporation of the association.
History of Section.
P.L. 1928, ch. 1202, § 4; G.L. 1938, ch. 117, § 4; G.L. 1956, § 7-7-4; P.L. 1960, ch. 71, art. 3, § 28; P.L. 1971, ch. 164, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-5. - Associations deemed nonprofit.

§ 7-7-5. Associations deemed nonprofit.
Associations organized under this chapter are deemed nonprofit, insofar as they are not organized as to make profits for themselves as such or for their members as such but only for their members as producers.
History of Section.
P.L. 1928, ch. 1202, § 1; G.L. 1938, ch. 117, § 1; G.L. 1956, § 7-7-5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-6. - General powers of associations.

§ 7-7-6. General powers of associations.
Each association incorporated under this chapter has power and authority to:
(1)
Have perpetual succession in its corporate name unless a period for its duration is limited in its articles of association;
(2)
Sue and be sued in its corporate name;
(3)
Have and use a common seal and alter the seal at pleasure;
(4)
Elect any officers and appoint any agents that its business requires and to fix their compensation and define their duties;
(5)
Issue shares of capital stock or certificates of membership to its members, and to transfer, retire, or cancel them, as authorized by law, or by the articles of association or bylaws adopted in conformity with law;
(6)
Buy, lease, or hold any real or personal property necessary or convenient for the conduct and operation of the business or incidental to it;
(7)
Enter into contracts with its members for periods not over ten (10) years requiring them to sell or market all or a specified part of their products to or through the association;
(8)
Employ any lawful means or methods for financing its transactions or operations;
(9)
Borrow money and to make advance payments and other advances to members;
(10)
Act as agent or representative of any member or members in carrying out the objects of the association;
(11)
Receive and employ warehouse receipts or other written instruments covering products of members stored on farms or elsewhere under suitable conditions issued or executed by any warehouseman, warehousing association, or other entity, which products may or may not have been inspected by inspectors licensed or authorized to inspect, sample, classify, grade, or weigh agricultural products under state or federal laws and which warehouse receipts or other written instruments may or may not be accompanied by the certificate or certificates issued by the inspectors on the products;
(12)
Form or become a member or stockholder of other nonprofit associations of producers, and to admit to membership or to sell stock to, other nonprofit associations of producers;
(13)
Adopt bylaws consistent with law providing for any matter or thing relative to the control, operation, maintenance, management, regulation, government, financing, indebtedness, the establishment of voting districts and the election of delegates for representative purposes; membership, the termination of it; stock (if formed with capital stock), its issuance, retirement, purchase, or transfer; or with respect to members, directors, or officers; and any other bylaws pertaining to its affairs;
(14)
Do everything necessary, suitable, or proper for the accomplishment of any one or more of the purposes; or the attainment of any one or more of the objects enumerated in these provisions; or the objects or purposes for which formed, and to contract and act accordingly.
History of Section.
P.L. 1928, ch. 1202, § 5; G.L. 1938, ch. 117, § 5; G.L. 1956, § 7-7-6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-7. - Bylaws.

§ 7-7-7. Bylaws.
Each association incorporated under this chapter shall, within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws consistent with these provisions. A two-thirds (⅔) vote of the members present at any meeting at which a quorum is present is necessary to adopt bylaws or make any change or amendment of them if notice of the adoption, change, or amendment was included in the call of the meeting.
History of Section.
P.L. 1928, ch. 1202, § 7; P.L. 1932, ch. 1917, § 1; G.L. 1938, ch. 117, § 7; G.L. 1956, § 7-7-7.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-8. - Qualifications of members.

§ 7-7-8. Qualifications of members.
Only persons, or associations of persons, engaged in the production of the agricultural products as the association is authorized to handle, including lessees and landlords receiving these products as rent, shall be eligible to membership therein, subject to the terms and conditions prescribed in its articles of incorporation or bylaws consistent herewith. Following the ascertainment through procedure set forth in its bylaws that a member has ceased to be eligible to membership in an association, his or her rights therein may be suspended.
History of Section.
P.L. 1928, ch. 1202, § 6; G.L. 1938, ch. 117, § 6; G.L. 1956, § 7-7-8; P.L. 2018, ch. 346, § 8.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-9. - Membership certificates — Settlement on termination of membership.

§ 7-7-9. Membership certificates — Settlement on termination of membership.
Every association formed under this chapter without capital stock shall issue a certificate of membership to each member which, unless otherwise provided in its articles of incorporation or bylaws, is nontransferable. In the case of associations organized without capital stock, in the event of the death, withdrawal, or expulsion of a member, the board of directors shall, within a reasonable time, equitably and conclusively ascertain the amount of the member’s interest in the association, which shall be paid him or her or his or her legal representative by the association in whole or in yearly partial payments within five (5) years from ascertainment.
History of Section.
P.L. 1928, ch. 1202, § 6; G.L. 1938, ch. 117, § 6; G.L. 1956, § 7-7-9.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-10. - Voting rights.

§ 7-7-10. Voting rights.
Only members of an association have the right to vote; and no member is entitled to more than one vote on any question or matter affecting the association or relating to its affairs. Proxy voting is prohibited.
History of Section.
P.L. 1928, ch. 1202, § 6; G.L. 1938, ch. 117, § 6; G.L. 1956, § 7-7-10.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-11. - Limited liability of members and stockholders.

§ 7-7-11. Limited liability of members and stockholders.
No member or stockholder of an association is liable for its debts or obligations beyond the unpaid amount, if any, due by him or her on his or her membership dues or stock issued to him or her.
History of Section.
P.L. 1928, ch. 1202, § 6; G.L. 1938, ch. 117, § 6; G.L. 1956, § 7-7-11.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-12. - Transfer of stock.

§ 7-7-12. Transfer of stock.
The transfer of common stock of an association is restricted to persons engaged in the production of the products handled by an association subject to any provisions in its articles or bylaws consistent with this chapter. An association may provide in its articles or bylaws that it is to have the prior right to purchase, on any terms that it determines, any of its common stock that may be offered for sale.
History of Section.
P.L. 1928, ch. 1202, § 6; G.L. 1938, ch. 117, § 6; G.L. 1956, § 7-7-12.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-13. - Restriction on dividends.

§ 7-7-13. Restriction on dividends.
No association formed under this chapter shall pay over eight percent (8%) per annum on its capital stock or membership capital.
History of Section.
P.L. 1928, ch. 1202, § 6; G.L. 1938, ch. 117, § 6; G.L. 1956, § 7-7-13.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-14. - Directors — Meetings of association.

§ 7-7-14. Directors — Meetings of association.
The bylaws of each association shall provide for the management of the association by a board of not less than five (5) directors, who shall be elected by the members in any manner, at any times, and for any terms that the bylaws prescribe. Regular meetings of the association shall be held at any places and at any times that the bylaws prescribe. The board of directors may hold special and adjourned meetings and may call a special meeting of the association at any time. Ten percent (10%) of the members 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 at that time be called by the directors. Notice of all meetings, together with a statement of the purposes of the meeting, shall be mailed to each member at least five (5) days prior to the meeting. However, the bylaws may require instead that the notice may be given by publication in a newspaper or newspapers of general circulation in the territory in which the association has its membership.
History of Section.
P.L. 1928, ch. 1202, § 8; P.L. 1932, ch. 1917, § 1; G.L. 1938, ch. 117, § 8; G.L. 1956, § 7-7-14.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-15. - Amendment of articles.

§ 7-7-15. Amendment of articles.
The articles of association of any association formed under this chapter may be changed or amended. Any change or amendment must first be approved by two-thirds (⅔) of the directors of an association and then must be adopted by a majority of its members through their vote on it or their written assent to it. An original and a duplicate of any amendment adopted, with a statement showing that the amendment has been adopted by vote of the members and the date of adoption, signed and sworn to by the president or vice-president and the secretary or assistant secretary of the corporation, shall be filed in the office of the secretary of state, who shall, upon the payment to him or her of a fee of five dollars ($5.00), certify the duplicate and issue the certificate to the corporation.
History of Section.
P.L. 1928, ch. 1202, § 9; G.L. 1938, ch. 117, § 9; G.L. 1956, § 7-7-15; P.L. 1971, ch. 164, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-16. - Marketing contract — Enforcement.

§ 7-7-16. Marketing contract — Enforcement.
The marketing contract of any association formed under this chapter may fix as liquidated damages, specific, reasonable sums to be paid by a member to the association upon the breach by him or her of any provisions of the marketing contract regarding the sale or delivery or withholding of products. It may also provide that the member will pay all costs, premiums for bonds, expenses, and fees in case any action is brought upon the contract by the association, and any provisions are valid and enforceable in the courts of this state. In the event of a breach, or threatened breach, of the marketing contract by a member, the board of directors may authorize one of the executive officers of the association to apply to the superior court for the counties of Providence and Bristol for an injunction to prevent the further breach of the contract and for a decree for the specific performance of the contract. Pending the adjudication of the petition, the court, upon the filing of a sufficient bond by the association, may grant any temporary relief that seems to it just and proper.
History of Section.
P.L. 1928, ch. 1202, § 10; G.L. 1938, ch. 117, § 10; G.L. 1956, § 7-7-16.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-17. - Annual report — Examination of books.

§ 7-7-17. Annual report — Examination of books.
Every association formed under this chapter shall submit an annual statement, sworn to by one of the officers of the association, to the director of environmental management, subject to any regulations that he or she prescribes, on forms furnished by or satisfactory to him or her, showing the number of members of the association, the amount of money received by it from every source, an itemized list of all expenses of the association, the amount of its indebtedness or liabilities, and its balance sheets. The director of the department of environmental management, or his or her representative, has the right to examine and audit the books of any association at any time.
History of Section.
P.L. 1928, ch. 1202, § 11; G.L. 1938, ch. 117, § 11; G.L. 1956, § 7-7-17; impl. am. P.L. 1965, ch. 137, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-18. - Federation and cooperation between associations.

§ 7-7-18. Federation and cooperation between associations.
To effectuate the formation of federations of nonprofit associations of producers, any association of producers is authorized to acquire membership or stock in any other association of producers and any association is authorized to grant membership or sell stock to the associations. Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements, and make all necessary and proper stipulations, agreements, and contracts with any other cooperative corporation, association, or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business, or any part of carrying on business. Any two (2) or more associations may, by agreement, unite in employing and using, or may separately employ and use, the same methods, means, and agencies for carrying on and conducting their respective businesses.
History of Section.
P.L. 1928, ch. 1202, § 12; G.L. 1938, ch. 117, § 12; G.L. 1956, § 7-7-18.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-19. - Use of name restricted to associations under chapter.

§ 7-7-19. Use of name restricted to associations under chapter.
No corporation or other organization dealing in agricultural products, or engaged in any of the purposes enumerated in § 7-7-2, shall use the term “cooperative” as part of its name unless organized under the provisions of this chapter.
History of Section.
P.L. 1928, ch. 1202, § 13; G.L. 1938, ch. 117, § 13; G.L. 1956, § 7-7-19.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-20. - Application of general corporation law.

§ 7-7-20. Application of general corporation law.
The provisions of the general corporation law of this state, and all powers and rights under that law, apply to the associations organized under this chapter, except where the provisions are in conflict with, or inconsistent with, the express provisions of this chapter.
History of Section.
P.L. 1928, ch. 1202, § 14; G.L. 1938, ch. 117, § 14; G.L. 1956, § 7-7-20.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-21. - Annual tax.

§ 7-7-21. Annual tax.
Each association organized under the provisions of this chapter shall pay to the state an annual tax of five dollars ($5.00) that shall be assessed by the tax administrator at the same time and in the same manner, and is due and payable to, and may be collected by, the general treasurer at the same time and in the same manner as the annual corporation franchise tax provided for by § 44-12-1 [repealed] is assessed, due, payable, and collected; and the association is exempt from all state taxes except the one prescribed in this section.
History of Section.
P.L. 1928, ch. 1202, § 15; G.L. 1938, ch. 117, § 15; impl. am. P.L. 1939, ch. 660, § 70; G.L. 1956, § 7-7-21.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-7 - Producers’ Cooperatives › Section 7-7-22. - Previously incorporated associations.

§ 7-7-22. Previously incorporated associations.
A cooperative corporation or association previously formed under, or subject to, a law repealed by this chapter, is subject to the provisions of this chapter as if incorporated under this chapter, and the corporation or association may continue its corporate existence and name, subject to the provisions.
History of Section.
P.L. 1928, ch. 1202, § 16; G.L. 1938, ch. 117, § 16; G.L. 1956, § 7-7-22.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-1. - Short title.

§ 7-8-1. Short title.
This chapter may be cited as the “Consumer Cooperative Association Law”.
History of Section.
P.L. 1947, ch. 1976, § 1; G.L. 1956, § 7-8-1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-2. - Definitions.

§ 7-8-2. Definitions.
As used in this chapter, unless the context otherwise requires:
(1)
“Association” means any corporation formed under this chapter.
(2)
“Capital”, in the case of an association formed without capital stock, means the aggregate amount of consideration for which the total number of memberships in the association were issued.
(3)
“Cooperative basis”, as applied to any incorporated or unincorporated group referred to in these provisions, means that:
(i)
Each member has only one vote, except as is altered in the articles of association or bylaws by provision for voting by member organizations. However, voting by member organizations shall not be on the basis of the number of shares held by the organizations.
(ii)
The maximum rate of return on share or membership capital is not more than eight percent (8%) per year.
(iii)
The net savings, or net income, after making provision for payment of return on capital, and for any separate funds and purposes that are not inconsistent with its cooperative character, are allocated or distributed to member patrons, or to all patrons, in proportion to their patronage.
(4)
“Member” means not only a member in a nonshare association but also a member in a share association.
(5)
“Membership” means, in the case of a share association, the status whereby a shareholder becomes entitled to all the rights, including, but not limited to, the right of voting and of receiving dividends on shares, and apportionment of net savings in cash, which accrue to him or her under the articles of association and bylaws upon the acquisition of the minimum number of shares of stock required by the articles of association for membership and upon fulfillment of the eligibility requirements of the association.
(6)
“Par value”, in the case of membership in an association formed without shares, means the consideration, in terms of money, for which the membership was issued.
History of Section.
P.L. 1947, ch. 1976, § 2; G.L. 1956, § 7-8-2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-3. - Authorized purposes.

§ 7-8-3. Authorized purposes.
An association may be incorporated, with or without capital stock, under this chapter for the purpose of carrying on any lawful business permitted by § 7-1.2-301 for the mutual benefit of its patrons, or their patrons, or any patrons’ patrons, as ultimate consumers, or for the purpose of doing business for the benefit of its member patrons in all things relating directly or indirectly to the catching, processing, storing, transporting, marketing, and distributing of fish and other aquatic products of all kinds.
History of Section.
P.L. 1947, ch. 1976, § 3; G.L. 1956, § 7-8-3; P.L. 1985, ch. 2, § 1; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-4. - Application of general corporation law.

§ 7-8-4. Application of general corporation law.
(a)
The provisions of chapter 1.2 of this title apply to associations formed under this chapter, except insofar as they are inconsistent with this chapter.
(b)
Wherever, in chapter 1.2 the word “stockholder” or “stockholders” is used, the word shall be construed, where appropriate, to include within its meaning members in associations formed without capital stock. Nothing contained in these chapters, however, shall be construed to permit associations formed under the provisions of this chapter to issue stock without par value.
History of Section.
P.L. 1947, ch. 1976, § 4; G.L. 1956, § 7-8-4; P.L. 1985, ch. 2, § 1; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-5. - Federation and cooperation between associations.

§ 7-8-5. Federation and cooperation between associations.
In addition to the powers granted to it by § 7-1.2-302, an association has power to:
(1)
Own and hold membership in other associations formed under any laws of this state, or of any other state, country, nation, or government, and while the holder thereof, to exercise all the rights of membership;
(2)
Make agreements of mutual aid or federation with other associations, other groups organized on a cooperative basis, and other nonprofit groups.
History of Section.
P.L. 1947, ch. 1976, § 5; G.L. 1956, § 7-8-5; P.L. 1985, ch. 2, § 1; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6; P.L. 2018, ch. 346, § 9.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-6. - Contents of articles of association.

§ 7-8-6. Contents of articles of association.
The articles of association shall contain, in addition to the information required by §§ 7-1.2-202(a)(1), 7-1.2-202(a)(3) and 7-1.2-202(a)(4), the following:
(1)
A statement that the corporation is formed as a cooperative association under the provisions of this chapter;
(2)
A statement whether the association is organized with or without shares;
(3)
If organized with shares, the information required by § 7-1.2-202(a)(2);
(4)
The minimum number or value of shares that must be owned in order to qualify for membership; if organized without shares, a statement whether the property rights of members are equal or unequal, and if unequal, the rule by which their rights are determined;
(5)
The maximum amount or percentage of capital that may be owned or controlled by any member;
(6)
The method by which any surplus, upon dissolution of the association, is distributed.
History of Section.
P.L. 1947, ch. 1976, § 6; G.L. 1956, § 7-8-6; P.L. 1985, ch. 2, § 1; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-7. - Name of association.

§ 7-8-7. Name of association.
The name of the association shall include the word “cooperative”.
History of Section.
P.L. 1947, ch. 1976, § 7; G.L. 1956, § 7-8-7.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-8. - Fee payable to secretary of state by nonstock corporation.

§ 7-8-8. Fee payable to secretary of state by nonstock corporation.
In the case of an association formed without shares, by virtue of this chapter, the fees payable to the secretary of state for the incorporation is fifty dollars ($50.00).
History of Section.
P.L. 1947, ch. 1976, § 32; G.L. 1956, § 7-8-8; P.L. 1960, ch. 71, art. 3, § 29; P.L. 1971, ch. 163, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-9. - Amendment of articles.

§ 7-8-9. Amendment of articles.
(a)
The articles of association may be amended, as provided in chapter 1.2 of this title, by an affirmative vote of two-thirds (⅔) of the members voting at a meeting duly called for the purpose. If the amendment is to alter the preferences of outstanding shares of any type, or to authorize the issuance of shares having preferences superior to outstanding shares of any type, the affirmative vote of two-thirds (⅔) of the members owning the outstanding shares affected by the change is also required for the adoption of the amendment. If the amendment is to alter the rule by which members’ property rights in a nonshare association are determined, a vote of two-thirds (⅔) of the entire membership is required.
(b)
Notice of any meeting to consider amendments to the articles of association must be sent at least three (3) weeks in advance of the meeting to each member at his or her last known address, accompanied by the full text of the proposal and the part of the articles to be amended.
(c)
There shall be paid to the secretary of state, upon the filing and certification of the articles of amendment, a fee of five dollars ($5.00).
History of Section.
P.L. 1947, ch. 1976, § 9; G.L. 1956, § 7-8-10; P.L. 1971, ch. 163, § 2; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6; P.L. 2018, ch. 346, § 9.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-10. - Contents of bylaws.

§ 7-8-10. Contents of bylaws.
The bylaws may, in addition to the provisions permitted by § 7-1.2-203(a), except where inconsistent with this chapter, provide for:
(1)
The method and terms of admission to membership and the disposal of members’ interests on cessation of membership for any reason;
(2)
The method of distributing the net savings of the association.
History of Section.
P.L. 1947, ch. 1976, § 9; G.L. 1956, § 7-8-10; P.L. 1985, ch. 2, § 1; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-11. - Meetings of members.

§ 7-8-11. Meetings of members.
(a)
Regular meetings of members shall be held at least once a year. Special meetings may be demanded by a written petition of at least one-tenth (1/10) of the membership, in which case it is the duty of the secretary to call the meeting to take place within thirty (30) days after the demand. Meetings of the members may be held within or without this state.
(b)
The articles of association or bylaws may provide for meetings by units of the membership and may provide for a method of transmitting the votes there cast to the central meeting, or for a method of representation by the election of delegates to the central meeting, or for a combination of both methods.
History of Section.
P.L. 1947, ch. 1976, § 10; G.L. 1956, § 7-8-11.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-12. - Voting rights.

§ 7-8-12. Voting rights.
Each member of an association shall have only one vote, except that where an association includes among its members any number of other associations or groups organized on a cooperative basis, the voting rights of the member associations or groups may be as prescribed in the articles of association or bylaws. However, voting by the member organizations shall in no case be on the basis of the number of shares held by the organization.
History of Section.
P.L. 1947, ch. 1976, § 11; G.L. 1956, § 7-8-12.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-13. - Proxy and mail votes.

§ 7-8-13. Proxy and mail votes.
(a)
No member is permitted to vote by proxy, except that the articles of association or bylaws may provide for the casting of ballots by mail and may include in the provisions a provision allowing ballots to be sent to members absent from a meeting. However, the voting shall be only upon candidates for office, or upon propositions the text of which shall have been sent to the members entitled so to vote a specified number of days in advance of the date by which the ballots must be returned.
(b)
The articles of association or bylaws may also determine whether and to what extent mail votes are counted in computing a quorum.
History of Section.
P.L. 1947, ch. 1976, § 12; G.L. 1956, § 7-8-13.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-14. - Mail voting included in statutory provisions.

§ 7-8-14. Mail voting included in statutory provisions.
If an association has provided for voting by mail, or by delegates, any provision of this chapter referring to votes cast by members is construed to include votes cast by mail, or by delegates, but this does not permit delegates to vote by mail.
History of Section.
P.L. 1947, ch. 1976, § 13; G.L. 1956, § 7-8-14.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-15. - Apportionment of directors among units.

§ 7-8-15. Apportionment of directors among units.
The bylaws may provide for a method of apportioning the number of directors among the units into which the association may be divided, and for the election of directors by the respective units to which they are apportioned.
History of Section.
P.L. 1947, ch. 1976, § 14; G.L. 1956, § 7-8-15.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-16. - Restriction on dividends.

§ 7-8-16. Restriction on dividends.
The return upon capital shall not exceed six percent (6%) per year upon the paid up capital and is noncumulative.
History of Section.
P.L. 1947, ch. 1976, § 15; G.L. 1956, § 7-8-16.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-17. - Membership of organizations — Payment of capital as prerequisite to membership.

§ 7-8-17. Membership of organizations — Payment of capital as prerequisite to membership.
No corporation or organization or group of any kind shall be eligible to membership in an association unless it is organized on a cooperative or nonprofit basis, and no person, association, or organization or group of any kind shall be deemed a member of an association until the association has received payment in full for the par value of the minimum amount of share or membership capital stated in the articles as necessary to qualify for membership.
History of Section.
P.L. 1947, ch. 1976, § 16; G.L. 1956, § 7-8-17; P.L. 2018, ch. 346, § 9.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-18. - Share and membership certificates.

§ 7-8-18. Share and membership certificates.
(a)
No certificate for share or membership capital shall be issued until its par value has been paid for in full. There shall be printed on each certificate issued by an association a full or condensed statement of the requirements of § 7-8-12, the first clause of the first sentence of § 7-8-13, and §§ 7-8-20 — 7-8-24.
(b)
Each member, upon fulfilling the requirements of § 7-8-17, and of the articles of association, and/or bylaws of the association, including approval of his or her membership by the board of directors, if required, is entitled to a certificate for the amount of his paid-up share or membership capital.
History of Section.
P.L. 1947, ch. 1976, § 17; G.L. 1956, § 7-8-18.