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USA Statutes : missouri
Title : CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter : Chapter 357 Cooperative Companies
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1. Any number of persons, not less than twelve, may associate
themselves together as a cooperative association, society or exchange,
having all the incidents, powers and privileges of corporations, for the
purpose of producing or furnishing goods, services, or housing, or for
the purpose of conducting any agricultural or mercantile business on the
cooperative plan, including the buying, selling, manufacturing, storage,
transportation or other handling or dealing in or with, by associations
of agriculturists, of agricultural, dairy or similar products, and
including the manufacturing transformation of such articles into products
derived therefrom, and for the purpose of the purchasing of or selling to
all shareholders and others groceries, provisions and all other articles
of merchandise.
2. For the purposes of this section the words "association", "company",
"corporation", "society" or "exchange" shall be construed to mean the
same.
3. A corporation, other than a cooperative incorporated under this
chapter, may convert itself into a cooperative, if such corporation can
qualify as a cooperative under the provisions of this chapter, by
adopting an amendment to its articles of incorporation by which it elects
to become subject to the provisions of this chapter. Such amendment shall
include all information required by section 357.020 and may include any
desirable changes permitted by this chapter. Such amendment shall be
adopted, filed and recorded in the manner provided by law applicable to
the corporation prior to such conversion, except that the fee for such
amendment shall be that amount required of a newly formed cooperative as
set forth in section 357.060. (RSMo 1939 § 14406, A.L. 1985 S.B. 300)
Prior revisions: 1929 § 12748; 1919 § 10247
1. For the purposes of this section, a "housing cooperative"
means a cooperative incorporated under this chapter, as modified by this
section, for the purpose of producing or furnishing housing.
2. Any number of persons, not less than five, may associate themselves
together as a housing cooperative under section 357.010.
3. No shareholder in a housing cooperative shall own shares of a greater
aggregate par value than twenty percent of the aggregate par value of all
shares of stock of such housing cooperative for the purposes of section
357.050.
4. The bylaws of a housing cooperative may provide for the business
activities which such housing cooperative is engaged in, and the manner
and method of conducting such activities, which may be conducted
independently or jointly with any other person, entity or organization
for the purposes of section 357.130.
5. Section 357.150 shall not be applicable to a housing cooperative. (L.
1998 S.B. 517)
The persons so desiring to associate themselves together shall
all sign, and at least five of them acknowledge before a notary public,
written articles of association or agreement, which shall contain the
name of the said association; the names and residences of the persons
forming the same; a statement of the purposes of such association;
designation of the city, town, or village, or other place, where its
principal place of business shall be located; a statement of the amount
of capital stock; and the number of shares and par value of each. When
thus signed and acknowledged, the said articles shall be recorded in the
office of the recorder of deeds in the county or city in which the
principal place of business of such corporation is to be located, and a
certified copy thereof shall be filed in the office of the secretary of
state, who, upon receiving the same and the fees required by law, shall
issue a certificate of incorporation. (RSMo 1939 § 14407)
Prior revisions: 1929 § 12749; 1919 § 10248
Any such association may amend its articles of incorporation by
a majority vote of its shareholders at any regular shareholders' meeting
or at any special shareholders' meeting called for that purpose on sixty
days' written notice by mail to all shareholders. Said power to amend
shall include the power to increase or diminish the amount of capital
stock and the number of shares, but the amount of capital stock shall not
be so diminished below the amount of paid-up capital at the time the
amendment is adopted. Within thirty days after the adoption of an
amendment to its articles of incorporation, such association shall cause
a copy of such amendment to be recorded in the office of the recorder of
deeds of the county or city wherein its principal place of business is
located, and a certified copy thereof in the office of the secretary of
state. The fee of the secretary of state for filing an article of
amendment shall be one dollar, and no increase in the authorized shares
of the corporation shall be valid or effectual unless the corporation has
paid the director of revenue five dollars for each ten thousand dollars
or less of the increase in the authorized shares of the corporation, and
the corporation shall file a duplicate receipt issued by the director of
revenue for the payments required by this section to be made with the
secretary of state. (RSMo 1939 § 14411, A.L. 1978 S.B. 755)
Prior revisions: 1929 § 12753; 1919 § 10251
By unanimous agreement persons desiring to associate themselves
together for the purpose of forming a corporation to conduct any
agricultural or mercantile business for the purpose of producing or
furnishing goods, services or housing on the cooperative plan under this
chapter may issue both preferred and common stock in such corporation.
(RSMo 1939 § 14408, A.L. 1985 S.B. 300)
Prior revision: 1929 § 12750
No shareholder in any such association shall own shares of a
greater aggregate par value than ten percent of the aggregate par value
of all shares of stock of such association. (RSMo 1939 § 14413)
Prior revisions: 1929 § 12755; 1919 § 10253
For incorporation under this chapter as herein provided, there
shall be paid to and collected by the state director of revenue a fee of
fifty dollars for the first fifty thousand dollars or less of capital
stock, and the further sum of five dollars for each additional ten
thousand dollars of its capital stock. The limitation upon the aggregate
amount of capital stock shall be the same as in respect to other
corporations. (RSMo 1939 § 14409, A.L. 1947 V. I p. 16)
Prior revisions: 1929 § 12751; 1919 § 10249
The fees of the recorder of deeds for any service required by
this chapter shall be the same as those now customarily appertaining to
his office for similar services. (RSMo 1939 § 14412)
Prior revisions: 1929 § 12754; 1919 § 10252
1. Every such association shall be managed by a board of not
less than five directors, who shall be elected by and from the
shareholders, subject to such restrictions and with such qualifications
as may be prescribed by the bylaws, at such time and for such term of
office as the bylaws may prescribe, and shall hold office for the time
for which elected, and until their successors are elected and qualified;
but the shareholders shall have the power as herein provided, at any
regular or special shareholders' meeting, legally called, to remove any
director for cause and to fill the vacancy, and thereupon the director so
removed shall cease to be a director of said association.
2. The officers of every such association shall be a president, one or
more vice presidents, a secretary and treasurer, who shall be elected
annually by the directors, and each of said officers must be a director
of the association except the secretary and treasurer. The offices of
secretary and treasurer may be combined, and when so combined, the person
filling the office shall be secretary-treasurer.
3. When any director has been removed for cause, as herein provided, such
action shall vacate any office held by him and such vacancy shall be
filled from among the board of directors so constituted after the vacancy
in such board of directors has been filled by the shareholders as herein
provided. (RSMo 1939 § 14410)
Prior revisions: 1929 § 12752; 1919 § 10250
In the election of directors of such associations, each
shareholder, regardless of the number of shares held by him or her in
said association, shall have the right to cast only one vote for each
director to be elected, which vote may be cast either in person or by
proxy. (RSMo 1939 § 14414, A.L. 1945 p. 77)
Prior revisions: 1929 § 12756; 1919 § 10254
Notwithstanding the foregoing provision for the management of
the general affairs of each such association by its board of directors,
the control of the policies of such association is hereby reserved to and
conferred upon their respective shareholders, who shall by direct vote
govern the policies of such associations, including their policies with
reference to the declaring of dividends, the setting aside of reserve
funds, the method of distributing profits, the amendment of articles of
association, the increasing and diminishing of capital stock, and other
general policies; each shareholder shall be entitled to but one vote,
irrespective of the number of shares owned, which vote may be cast by
proxy as herein provided. (RSMo 1939 § 14415)
Prior revisions: 1929 § 12757; 1919 § 10255
At any regularly called general or special meeting of
shareholders for the purpose of electing directors, a written vote signed
by and received by mail or messenger from any absent shareholders shall
be accepted as the vote of such absentee. This rule shall apply also to
any such written vote of an absentee at any regularly called general or
special meeting of shareholders for the purpose of determining the
business policies of such association. (RSMo 1939 § 14416)
Prior revisions: 1929 § 12758; 1919 § 10256
Any part or all of the common stock of any corporation organized
for the purpose of producing or furnishing goods, services, or housing,
or for the purpose of conducting any agricultural or mercantile business
on the cooperative plan as provided for by sections 276.160 to 276.230,
RSMo, may be legally purchased and owned in all respects as if purchased
and owned by a natural person, by any other corporation incorporated
under the laws of Missouri on the cooperative plan, including any other
corporation organized under this chapter. (RSMo 1939 § 14424, A.L. 1985
S.B. 300)
Prior revision: 1929 § 12766
1. The shareholders of such an association at any general or
special meeting, shall apportion the earnings by first setting aside not
less than ten percent of the net profits for a reserve fund until an
amount has accumulated in the said reserve fund equal to fifty percent of
the paid-up capital stock, and then shall be declared a dividend upon
paid-up capital stock, to be determined by the said shareholders, which
dividends shall not exceed ten percent and the remainder of the said net
profits shall then be divided by a uniform dividend, determined and based
upon the amount of sales or purchases or upon both the sales and
purchases of those who have done business with such association. In case
the association is both a selling and productive company, such last
mentioned dividends may be determined by and based upon both raw material
delivered and goods purchased by patrons. The net profits of said
association shall be distributed at least once in each period of twelve
months at such time and in such manner as may be provided by its bylaws.
Each association may, by a majority vote of its shareholders or by their
written assent, adopt bylaws.
2. Said 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 shareholders constituting a quorum;
(3) The right of shareholders to vote by proxy or by mail, or by both;
and the conditions, manner, form and effects of such votes;
(4) The number of directors and the number which shall constitute a
quorum;
(5) The qualifications, compensation, duties and term of office of
directors and officers; the time of their election and mode and manner of
giving notice thereof;
(6) Penalties for the violation of the bylaws; and if the association is
affiliated with a statewide farm organization, the manner and method of
collecting dues of said statewide organization, through the association;
(7) It shall be lawful for said bylaws to require the holder of stock
desiring to dispose of same to first deposit said stock certificates with
the secretary-treasurer, or chairman of the board of directors; to be
sold or purchased under the direction of the board of directors;
provided, that said board shall not dispose of or purchase any stock
below its bona fide book value without the written consent of the holder
thereof, and unless said stock is disposed of or purchased within sixty
days after the deposit thereof for sale, as above provided, the owner
thereof shall be free to dispose of same without restriction; provided
further, that the bylaws may prohibit the transfer of stock certificates
until all claims of the association against the owner thereof have been
paid;
(8) The business activities which said association is engaged in, manner
and method of conducting same, either independently or jointly with other
cooperative associations or statewide farm organizations; provided, that
no bylaws shall be legal which attempt to enlarge the powers of
associations organized hereunder. (RSMo 1939 § 14417)
Prior revisions: 1929 § 12759; 1919 § 10257
All associations formed under the provisions of section 357.010,
shall keep a set of books showing the business operation of said
association, and said books shall be audited by competent auditors once
each year; which auditor shall not be a member or stockholder of said
association. At the completion of the audit herein provided for, said
auditor shall have the right to call a meeting of the board of directors,
and explain his report and the financial condition of said association,
and a copy of the report of said auditor shall be filed with the
secretary and president of the board of directors of such an association,
which report may contain recommendations for the proper handling of the
business of said association. (RSMo 1939 § 14418)
Prior revision: 1929 § 12760
None of the funds of any association organized under the
provisions of this chapter shall be used in the payment of any expenses
for promotion of any such organization, such, for instance, as
commissions, salaries or expenses of any kind, character, or nature
whatsoever. (RSMo 1939 § 14422)
Prior revisions: 1929 § 12764; 1919 § 10260
The private property of shareholders shall be exempt from
execution for the debts of any such association. (RSMo 1939 § 14423)
Prior revisions: 1929 § 12765; 1919 § 10261
All cooperative agricultural corporations, companies or
associations, coming within the purview of this law, and heretofore
organized and doing business under prior statutes and which have
attempted so to organize and do business, shall have the benefit of all
provisions of this law and be bound thereby on filing with the secretary
of state a written declaration, signed and sworn to by the president and
secretary, to the effect that such cooperative company or association
has, by a majority vote of its shareholders, decided to accept the
benefits of and to be bound by the provisions of this law. (RSMo 1939 §
14419)
Prior revisions: 1929 § 12761; 1919 § 10258
1. Whenever eighty percent of the stockholders of a corporation,
engaged in agricultural or mercantile business vote for a dissolution of
said corporation for the purpose of reincorporating under the cooperative
plan as provided for in sections 276.160 to 276.230, RSMo, the
stockholders shall by motion direct the secretary of said corporation to
transmit a certified copy of the dissolution proceeds to the secretary of
state and said certified copy shall be taken as prima facie evidence of a
voluntary dissolution of the corporation; provided, however, that said
dissolution shall not become effective until all the provisions as herein
stated shall have been complied with.
2. Upon receipt of the order asking for dissolution the secretary of
state shall issue a permit granting said corporation the privilege of
dissolution from and after the time that all acts of incorporation under
the cooperative plan have been complied with; provided, however, that
only eighty percent of the shareholders of said corporation shall be
required to sign the articles of association or agreement.
3. The board shall have power to purchase at its book value, all stock in
excess of ten percent of the capital stock held by any shareholder. The
president and secretary of the corporation seeking dissolution shall
execute and acknowledge in the name and in behalf of such former
corporation, a conveyance of all property, real and personal, and assets
of every description of the said former corporation conveying the same to
the new cooperative association so incorporated, and such conveyance
shall have the effect to vest in such new cooperative association all the
right, title and interest in such property, real and personal, and assets
of any description, which were at any time possessed by said former
corporation. The new cooperative association shall be liable for all
debts and claims against said former corporation. (RSMo 1939 § 14420)
Prior revision: 1929 § 12762
No corporation or association hereafter organized shall be
entitled to use the word "cooperative" as part of its corporate or other
business name or title, unless it has complied with the provisions of
this chapter or a law providing for the incorporation of associations
upon a cooperative plan, and any corporation or association violating
this provision of this chapter may be enjoined from doing business under
such name in a suit by any association legally organized under the
provisions of this chapter. (RSMo 1939 § 14421)
Prior revisions: 1929 § 12763; 1919 § 10259
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