Missouri Statute | Act | Code |Agriculture And Animals| US Code - US Statute | Chapter 274 Cooperative Marketing Associations

For the purpose of brevity and convenience this chapter may be
indexed, referred to and cited as "The Nonprofit Cooperative Marketing
Law". (RSMo 1939 § 14334, A. 1949 S.B. 1098)

Prior revision: 1929 § 12676

As used in this chapter, the following words and terms shall
have the meaning indicated:

(1) "Agricultural products" includes horticultural, viticultural,
forestry, dairy, livestock, poultry, bee or any farm products;

(2) "Association", any corporation organized under this chapter;
associations organized hereunder shall be deemed "nonprofit" inasmuch as
they are not organized to make profit for themselves, as such, or for
their members, as such, but only for their members as producers;

(3) "Member" includes actual members of associations without capital
stock. (RSMo 1939 § 14334, A. 1949 S.B. 1098)

Prior revision: 1929 § 12676

1. Eleven or more persons, except corporations excluded from
engaging in farming pursuant to the provisions of section 350.015, RSMo,
a majority of whom are residents of this state, engaged in the production
of agricultural products, may form a nonprofit cooperative association
without capital stock, under the provisions of this chapter, for the
following purpose or purposes: To engage in any activity in connection
with the marketing or selling of the agricultural products of its members
or with the harvesting, preserving, drying, processing, canning, packing,
grading, storing, handling, shipping or utilization thereof or the
manufacturing or marketing of the by-products thereof; or in connection
with the manufacturing, selling or supplying to its members of machinery,
equipment or supplies; or in the financing of the above enumerated
activities; or in any one or more of the activities specified herein.

2. Five or more owners or operators of a family farm or a family farm
corporation as those terms are defined in section 350.010, RSMo, all of
whom are residents of this state, engaged in the production of
agricultural products, may form a nonprofit cooperative association
without capital stock, pursuant to the provisions of this chapter, to
engage in the production of livestock. (RSMo 1939 § 14335, A.L. 1996 H.B.
1237 merged with S.B. 521)

Prior revision: 1929 § 12677

1. Under the terms and conditions prescribed in the bylaws
adopted by it, any association may admit as members, only persons engaged
in the production of the agricultural products to be handled by or
through the association, including the lessees and tenants of land used
for the production of such products and any lessors and landlords who
receive as rent all or any part of the crop raised on the leased premises.

2. If a member of a nonprofit cooperative association be other than a
natural person, such members may be represented by any individual,
associate, officer, manager or member thereof, duly authorized in writing.

3. One association organized hereunder may become a member of any other
association or associations organized hereunder. (RSMo 1939 § 14337)

Prior revision: 1929 § 12679

1. When a member of an association has paid his membership fee
in full, he shall receive a certificate of membership.

2. No member shall be liable for the debts of the association to an
amount exceeding the sum remaining unpaid on his marketing contract.

3. No member shall be entitled to more than one vote. (RSMo 1939 § 14345)

Prior revision: 1929 § 12687

Each association incorporated under this chapter shall have the
following powers:

(1) To engage in any activity in connection with the marketing, selling,
preserving, harvesting, drying, processing, manufacturing, canning,
packing, grading, storing, handling or utilization of any agricultural
products produced or delivered to it by its members; the manufacturing or
marketing of the by-products thereof; any activity in connection with the
purchase, hiring or use by its members of supplies, machinery or
equipment; in the financing of any such activities; or in any one or more
of the activities specified in this section. The association shall do at
least twenty-five percent of its business with its members;

(2) To borrow money without limitation as to amount of corporate
indebtedness or liability; and to make advance payments and advances to
members;

(3) To act as the agent or representative of any member or members in any
of the above-mentioned activities;

(4) To buy, lease, hold and exercise all privileges of ownership, over
such real or personal property as may be necessary or convenient for the
conduct and operation of any of the business of the association, or
incidental thereto;

(5) To establish, secure, own and develop patents, trademarks and
copyrights;

(6) To do each and everything necessary, suitable or proper for the
accomplishment of any one of the purposes or the attainment of any one or
more of the objects herein enumerated; or conducive to or expedient for
the interest or benefit of the association; to contract accordingly; and
in addition to exercise and possess all powers, rights and privileges
necessary or incidental to the purposes for which the association is
organized or to the activities in which it is engaged or any other
rights, powers, and privileges granted by the laws of this state to
ordinary corporations, except such as are inconsistent with the express
provisions of this chapter. (RSMo 1939 § 14336, A.L. 1945 p. 78, A.L.
2001 S.B. 462)

Prior revision: 1929 § 12678

1. Each association formed under this chapter must prepare and
file articles of incorporation, setting forth:

(1) The name of the association;

(2) The purposes for which it is formed;

(3) The place where its principal business will be transacted;

(4) The term for which it is to exist, which may be for any number of
years or may be perpetual;

(5) The number of directors thereof, which must be not less than five and
may be any number in excess thereof; the term of office of such
directors; and the names and addresses of those who are to serve as
incorporating directors for the first term, and until the election and
qualification of their successors;

(6) Whether the property rights and interest of each member shall be
equal or unequal; and if unequal, the general rule or rules applicable to
all members by which the property rights and interests, respectively, of
each member may and shall be determined and fixed; provision for the
admission of new members who shall be entitled to share in the property
of the association with the old members, in accordance with such general
rule or rules; the qualifications for membership, and if more than one
class of membership is provided for, the number of directors to be
elected by each class of membership. The provision or paragraph of the
articles of incorporation shall not be altered, amended, or repealed
except by the written consent or vote of three-fourths of the members
voting thereon.

2. The articles must be subscribed by the incorporators and acknowledged
by one of them before an officer authorized by the law of this state to
take and certify acknowledgments of deeds and conveyances; and shall be
filed in accordance with the provisions of the general corporation law of
this state; and when so filed the said articles of incorporation, or
certified copies thereof, shall be received in all the courts of this
state and other places as prima facie evidence of the facts contained
therein and of the due and legal incorporation of such association. (RSMo
1939 § 14338, A.L. 1945 p. 78)

Prior revision: 1929 § 12680

The articles of incorporation may be altered or amended at any
regular meeting or any special meeting called for that purpose. An
amendment must first be approved by two-thirds of the directors and then
adopted by a vote representing a majority of all the members of the
association voting thereon. Amendments to the articles of incorporation,
when so adopted, shall be filed in accordance with the provisions of the
general corporation law of this state. (RSMo 1939 § 14339, A.L. 1945 p.
78)

Prior revision: 1929 § 12681

1. Each association incorporated under this chapter must, within
thirty days after its incorporation, adopt for its government and
management, a code of bylaws, not inconsistent with the powers granted by
this chapter. A majority vote of the members voting thereon, or their
written assent, is necessary to adopt such bylaws. Each association,
under its bylaws, may provide for any or all of the following matters:

(1) The time, place and manner of calling and conducting its meetings;

(2) The number of members constituting a quorum;

(3) The right of members to vote by proxy or by mail or by both; and the
conditions, manner, form, and effect of such votes; and may provide for
the representation of the members by delegates at meetings, and if so,
then the method of apportionment of representation, the manner of the
election or appointment of such delegates, the right of such delegates to
vote by proxy or by mail or by both, and the condition, manner, form and
effect of such votes;

(4) The number of directors constituting a quorum;

(5) The qualifications, compensation, duties and term of office of
directors and officers; the time of their election and the mode and
manner of giving notice thereof;

(6) Penalties for violation of the bylaws; the mode, manner and vote
required for amending the bylaws;

(7) The amount of entrance, organization and membership fees, if any; the
manner and method of collection of the same; and the purposes for which
they may be used;

(8) The amount which each member shall be required to pay annually or
from time to time, if at all, to carry on the business of the association;

(9) The charge, if any, to be paid by each member for services rendered
by the association to him and the time of payment and the manner of
collection;

(10) The marketing contract between the association and its members which
every member may be required to sign;

(11) The number and qualifications of members of the association and the
conditions precedent to membership;

(12) The method, time and manner of permitting members to withdraw;

(13) The manner of assignment of the interests of the members;

(14) The conditions upon which and time when membership of any member
shall cease;

(15) The automatic suspension of the rights of a member when he ceases to
be eligible to membership in the association;

(16) The mode, manner and effect of the expulsion of a member;

(17) The manner of determining the value of a member's interests and
provision for its purchase by the association upon the death or
withdrawal of a member, or upon the expulsion of a member or forfeiture
of his membership.

2. In case of death, withdrawal or expulsion of a member, the board of
directors shall, when authorized by its membership, equitably and
conclusively appraise his property interests in the association and shall
fix the amount thereof in money, which shall be paid to him, his legal
representatives or assigns at such time as may be authorized by the board
of directors, and in no event later than same would have been payable in
the usual course of business, had such member continued his membership.
(RSMo 1939 § 14340, A.L. 1943 p. 315, A.L. 1945 p. 78)

Prior revision: 1929 § 12682

In its bylaws each association shall provide for one or more
regular meetings annually. The board of directors shall have the right to
call a special meeting at any time; and ten percent 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. Such meetings must
thereupon be called by the directors. Notice of all meetings, together
with a statement of the purposes thereof, shall be mailed to each member
at least ten days prior to the meeting; provided, however, that the
bylaws may require instead that such notice may be given by publication
in a newspaper of general circulation, published at the principal place
of business of the association. (RSMo 1939 § 14341)

Prior revision: 1929 § 12683

1. The affairs of the association shall be managed by a board of
not less than five directors, elected by the members from their own
number.

2. The bylaws may provide that the territory in which the association has
members shall be divided into districts and that the directors shall be
elected according to such districts, either directly or by district
delegates elected by the members of that district. In such a case the
bylaws shall specify the number of directors to be elected by each
district, the manner and method of reapportioning the directors and of
redistricting the territory covered by the association. The bylaws may
provide that primary elections shall be held in each district to elect
the directors apportioned to such districts and that the result of all
such primary elections may be ratified by the next regular meeting of the
association or may be considered final as to the association.

3. The bylaws may provide that one or more directors may be appointed by
any public official or commission or by the other directors selected by
the members or their delegates. Such directors shall represent primarily
the interest of the general public in such associations. The directors so
appointed need not be members of the association, but shall have the same
powers and rights as other directors. Such directors shall not number
more than one-fifth of the entire number of directors.

4. An association may provide a fair remuneration for the time actually
spent by its officers and directors in its service and for the service of
the members of its executive committee.

5. No director, during the term of his office, shall be a party to a
contract for profit with the association differing in any way from the
business relations accorded regular members of the association, or
differing from terms generally current in that district. The bylaws may
provide that no director shall occupy any position in the association,
except the president and secretary on regular salary or substantially
full-time pay.

6. The bylaws may provide for an executive committee and may allot to
such committee all the functions and powers of the board of directors,
subject to the general direction and control of the board.

7. When a vacancy on the board of directors occurs other than by
expiration of term, the remaining members of the board, by a majority
vote, shall fill the vacancy, unless the bylaws provide for the election
of directors by district. In such a case the board of directors shall
immediately call a special meeting of the members or stockholders in that
district to fill the vacancy. (RSMo 1939 § 14342)

Prior revision: 1929 § 12684

The directors shall elect from their number a president and one
or more vice presidents. They shall also elect a secretary and a
treasurer, who need not be directors or members of the association; and
they may combine the two latter offices and designate the combined office
as secretary-treasurer; or unite both functions and titles in one person.
The bylaws may provide for the election of the president and vice
president by the members, or their delegates, at annual meetings. (RSMo
1939 § 14343, A.L. 1945 p. 78)

Prior revision: 1929 § 12685

Every officer, employee and agent handling funds or negotiable
instruments or property of or for any association created hereunder shall
be required to execute and deliver adequate bonds for the faithful
performance of his duties and obligations. (RSMo 1939 § 14344)

Prior revision: 1929 § 12686

1. Any member may bring charges against an officer or director
by filing them in writing with the secretary of the association, together
with a petition signed by five percent of the members, requesting the
removal of the officer or director in question. The removal shall be
voted upon at the next regular or special meeting of the association and,
by a vote of a majority of the members, the association may remove the
officer or director and fill the vacancy.

2. The director or officer, against whom such charges have been brought,
shall be informed in writing of the charges previous to the meeting and
shall have an opportunity at the meeting to be heard in person or by
counsel, and to present witnesses; and the person or persons bringing the
charges against him shall have the same opportunity.

3. In case the bylaws provide for election of directors by districts with
primary elections in each district, then the petition for removal of a
director must be signed by twenty percent of the members residing in the
district from which he was elected. The board of directors must call a
special meeting of the members residing in that district to consider the
removal of the directors; and by a vote of the majority of the members of
that district, the director in question shall be removed from office.
(RSMo 1939 § 14346)

Prior revision: 1929 § 12688

Upon demand of one-third of the entire board of directors, made
at the same meeting at which the original motion was passed immediately
and so recorded, any matter of policy that has been approved or passed by
the board must be referred to the entire membership or the stockholders
for decision at the next special or regular meeting; and a special
meeting may be called for the purpose. (RSMo 1939 § 14347)

Prior revision: 1929 § 12689

Each association formed under this chapter shall prepare and
make out an annual report on forms, to be furnished by the state director
of agriculture, containing the name of the association; its principal
place of business; and a general statement of its business operations
during the fiscal year, the number of members and amount of membership
fees received, the total expenses of operations; the amount of its
indebtedness or liabilities, and its balance sheets, and file one copy
thereof in office of the secretary of state. (RSMo 1939 § 14350)

Prior revision: 1929 § 12692

CROSS REFERENCE: Corporations required to make report to state tax
commission, RSMo 147.050

For filing articles of incorporation, an association organized
hereunder shall pay ten dollars; and for filing an amendment to the
article, two dollars and fifty cents. (RSMo 1939 § 14363)

Prior revision: 1929 § 12705

Each association organized hereunder shall pay an annual fee of
ten dollars only, in lieu of all franchise or license or corporation or
other taxes, or taxes or charges upon reserves held by it for members.
(RSMo 1939 § 14362)

Prior revision: 1929 § 12704

1. Any corporation or association, organized under previously
existing statutes, may, by a majority vote of its stockholders or
members, be brought under the provisions of this chapter by limiting its
membership and adopting the other restrictions as provided herein. It
shall make out in duplicate a statement signed and sworn to by its
directors to the effect that the corporation or association has, by a
majority vote of the stockholders or members, decided to accept the
benefits and be bound by the provisions of this chapter and has
authorized all changes accordingly.

2. Articles of incorporation shall be filed as required in section
274.070, except that they shall be signed by the members of the then
board of directors. The filing fee shall be the same as for filing an
amendment to articles of incorporation. (RSMo 1939 § 14356, A.L. 1953 p.
3)

Prior revision: 1929 § 12698

The association and its members may make and execute marketing
contracts, requiring the members to sell, for any period of time, not
over ten years, all or any specified part of their agricultural products
or specified commodities exclusively to or through the association or any
facilities to be created by the association. If they contract a sale to
the association, it shall be conclusively held that title to the products
passes absolutely and unreservedly, except recorded liens, to the
association upon delivery, or at any other specified time if expressly
and definitely agreed in the said contract. The contract may provide,
among other things, that the association may sell or resell the products
delivered by its members, with or without taking title thereto; and pay
over to its members the resale price, after deducting all necessary
selling, overhead and other costs and expenses, including interest, not
exceeding eight percent per annum, or any other proper deductions. (RSMo
1939 § 14348)

Prior revision: 1929 § 12690

1. The bylaws or the marketing contract may fix, as liquidated
damages, specific sums to be paid by the members to the association upon
the breach by him of any provision of the marketing contract regarding
the sale or delivery or withholding of products; and may further provide
that the member will pay all costs, premiums for bonds, expenses and
fees, in case any action is brought upon the contract by the association;
and any such provisions shall be valid and enforceable as such and shall
not be regarded as penalties.

2. In event of any such breach or threatened breach of such marketing
contract by a member, the association shall be entitled to an injunction
to prevent the further breach of the contract and to a decree of specific
performance thereof. Pending the adjudication of such an action and upon
filing a verified complaint showing the breach or threatened breach, and
upon filing a sufficient bond, the association shall be entitled to a
temporary restraining order against the member.

3. In any action upon such marketing agreement, it shall be conclusively
presumed that landowner or landlord or lessor is able to control the
delivery of products produced on his land by tenants or others, whose
tenancy or possession or work on such land or the terms of whose tenancy
or possession or labor thereon were created or changed after execution by
the landowner or landlord or lessor, of such a marketing agreement; and
in such actions the foregoing remedies for nondelivery or breach shall
lie and be enforceable against such a landowner, landlord or lessor.
(RSMo 1939 § 14349, A. 1949 S.B. 1098)

Prior revision: 1929 § 12691

1. An association may organize, form, operate, control, have an
interest in, or be a member of a corporation or other entity and engage
in preserving, drying, processing, canning, packing, storing, handling,
shipping, utilizing, manufacturing, marketing or selling of the
agricultural products handled by the association, or the by-products
thereof.

2. If such corporations are warehousing corporations, they may issue
legal warehouse receipts to the association against the commodities
delivered by it, or to any other person and such legal warehouse receipts
shall be considered as adequate collateral to the extent of the usual and
current value of the commodity represented thereby.

3. In case such warehouse is licensed or licensed and bonded under the
laws of this or any other state or the United States, its warehouse
receipt delivered to the association on commodities of the association or
its members, or delivered by the association or its members, shall not be
challenged or discriminated against because of ownership or control,
wholly or in part, by the association. (RSMo 1939 § 14353, A.L. 1996 H.B.
1237 merged with S.B. 521)

Prior revision: 1929 § 12695

Any association may, upon resolution adopted by its board of
directors, enter into all necessary and proper contracts, and
arrangements with a corporation, person or other entity, for the more
economical carrying on of its business or any part or parts thereof. Any
two or more associations may, by agreement between them, unite in
employing and using or may separately employ and use the same personnel,
methods, means and agencies for carrying on and conducting their
respective business. (RSMo 1939 § 14354, A.L. 1996 H.B. 1237 merged with
S.B. 521)

Prior revision: 1929 § 12696

Any association heretofore or hereafter organized under
generally similar laws of another state shall be allowed to carry on any
proper activities, operations and functions in this state upon compliance
with the general regulations applicable to foreign corporations desiring
to do business in this state and all contracts which could be made by any
association incorporated hereunder, made by or with such associations
shall be legal and valid and enforceable in this state with all of the
remedies set forth in this chapter. (RSMo 1939 § 14355)

Prior revision: 1929 § 12697

No person, firm, corporation, or association, hereafter
organized or hereafter applying to do business in this state as a
farmers' marketing association for the sale of farm products, shall be
entitled to use the words "nonprofit cooperative" as part of its
corporate or other business name or title, unless it has complied with
the provisions of this chapter. (RSMo 1939 § 14352, A. 1949 S.B. 1098)

Prior revision: 1929 § 12694

Any person or persons or any corporation whose officers or
employees knowingly induce or attempt to induce any member of an
association hereunder or organized under similar statutes of other states
with similar restrictions and rights and operating in this state under
due authority, to break his marketing contract with the association, or
who maliciously and knowingly spreads false reports about the finances or
management or activity thereof, 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
association aggrieved in a civil suit in the penal sum of five hundred
dollars for each such offense. (RSMo 1939 § 14358)

Prior revision: 1929 § 12700

Any person, firm or corporation conducting a warehouse within
this state who solicits or persuades or permits any member of any
association organized hereunder to breach his marketing contract with the
association by accepting or receiving such member's products for sale or
for auction or for display for sale, contrary to the terms of any
marketing agreement of which said person or any member of the said firm
or any active officer or manager of the said corporation has knowledge or
notice, shall be liable to the association aggrieved in a civil suit in
the penal sum of five hundred dollars for each such offense; and such
association shall be entitled to an injunction against such warehouseman
to prevent further breaches and a multiplicity of actions thereon. In
addition, said warehouseman shall pay to the association a reasonable
attorney's fee and all costs involved in any such litigation or
proceedings at law. (RSMo 1939 § 14359)

Prior revision: 1929 § 12701

No association organized hereunder and complying with the terms
hereof shall be deemed to be a conspiracy or a combination in restraint
of trade or an illegal monopoly; or an attempt to lessen competition or
to fix prices arbitrarily nor shall the marketing contracts and
agreements between the association and its members or any agreements
authorized in this chapter, be considered illegal as such or in unlawful
restraint of trade or as part of a conspiracy or combination to
accomplish an improper or illegal purpose. (RSMo 1939 § 14360)

Prior revision: 1929 § 12702

The provisions of the general corporation laws of this state and
all powers and rights thereunder, shall apply to the associations
organized hereunder, except where such provisions are in conflict with or
inconsistent with the express provisions of this chapter. (RSMo 1939 §
14361)

Prior revision: 1929 § 12703

1. Any provisions of law which are in conflict with this chapter
shall be construed as not applying to the associations herein provided
for.

2. Any exemptions whatsoever under any and all existing laws applying to
agricultural products in the possession or under the control of the
individual producer, shall apply similarly and completely to such
products delivered by its former members, in the possession or under the
control of the association. (RSMo 1939 § 14351)

Prior revision: 1929 § 12693

(1958) Section 274.300 made the provisions of § 390.030, RSMo, which
exempts trucks operated by farmers from regulation by the public service
commission, applicable to farmers' cooperative to the same extent as
individual farmers. State ex rel. Smithco Transport Co. v. Pub. Serv.
Comm. (A.), 316 S.W.2d 6 (Mo. en banc).

1. The department of agriculture shall provide assistance to
persons engaged in agricultural production in the following areas:

(1) Cooperative marketing of agricultural products;

(2) Cooperative processing of agricultural products;

(3) Development of regional and niche markets for the marketing of
agricultural products; and

(4) Dissemination of the most modern information and technology related
to agricultural production, processing and marketing. Such assistance
shall have as its primary focus the provision of assistance to small,
independent family-owned or -operated agricultural producers or
processors.

2. An annual report on the activities engaged in, number of persons
served and evaluation of project effectiveness shall be submitted by the
department of agriculture to the general assembly, no later than December
1, 1996, and each year thereafter by December first. (L. 1996 H.B. 1237
merged with S.B. 521)

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