Chapter 274Cooperative Marketing Associations
274.010. 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
274.020. 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.
Nonprofit cooperative associations--purposes--owners or operators ofa family farm or family farm corporation may engage in productionof livestock.
(RSMo 1939 § 14334, A. 1949 S.B. 1098)
Prior revision: 1929 § 12676
274.030. 1. Eleven or more persons, except corporations excluded from engaging in farming pursuant to the provisions of section 350.015, 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, 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
274.040. 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.
Membership certificate--liabilities--voting rights.
(RSMo 1939 § 14337)
Prior revision: 1929 § 12679
274.050. 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.
Powers of associations.
(RSMo 1939 § 14345)
Prior revision: 1929 § 12687
274.060. 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.
Articles of incorporation.
(RSMo 1939 § 14336, A.L. 1945 p. 78, A.L. 2001 S.B. 462)
Prior revision: 1929 § 12678
274.070. 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.
Articles of incorporation may be amended.
(RSMo 1939 § 14338, A.L. 1945 p. 78)
Prior revision: 1929 § 12680
274.080. 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.
Bylaws of association.
(RSMo 1939 § 14339, A.L. 1945 p. 78)
Prior revision: 1929 § 12681
274.090. 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.
Meetings of association.
(RSMo 1939 § 14340, A.L. 1943 p. 315, A.L. 1945 p. 78)
Prior revision: 1929 § 12682
274.100. 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.
Directors to manage affairs of association.
(RSMo 1939 § 14341)
Prior revision: 1929 § 12683
274.110. 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.
Officers elected by directors.
(RSMo 1939 § 14342)
Prior revision: 1929 § 12684
274.120. 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.
Officers and employees to give bonds.
(RSMo 1939 § 14343, A.L. 1945 p. 78)
Prior revision: 1929 § 12685
274.130. 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.
Charges made in writing--removals, how made.
(RSMo 1939 § 14344)
Prior revision: 1929 § 12686
274.140. 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.
Decisions by directors referred to members, how.
(RSMo 1939 § 14346)
Prior revision: 1929 § 12688
274.150. 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
274.160. 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.
Fee for filing incorporation papers--amendments.
(RSMo 1939 § 14350)
Prior revision: 1929 § 12692
Corporations required to make report to state tax commission, 147.050
274.170. 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.
Fees paid in lieu of other license or tax.
(RSMo 1939 § 14363)
Prior revision: 1929 § 12705
274.180. 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, including state sales taxes, or taxes or charges upon reserves held by it for members.
Previously organized associations may use provisions of thischapter--procedure.
(RSMo 1939 § 14362, A.L. 2010 S.B. 795)
Prior revision: 1929 § 12704
274.190. 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
274.200. 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
274.210. 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.
Membership in other corporations--functions.
(RSMo 1939 § 14349, A. 1949 S.B. 1098)
Prior revision: 1929 § 12691
274.220. 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.
Two or more associations may act jointly.
(RSMo 1939 § 14353, A.L. 1996 H.B. 1237 merged with S.B. 521)
Prior revision: 1929 § 12695
274.230. 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.
Association of other state may do business in state, when.
(RSMo 1939 § 14354, A.L. 1996 H.B. 1237 merged with S.B. 521)
Prior revision: 1929 § 12696
274.240. 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.
Use of words "nonprofit cooperative" prohibited.
(RSMo 1939 § 14355)
Prior revision: 1929 § 12697
274.250. 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.
Efforts to break contract a misdemeanor.
(RSMo 1939 § 14352, A. 1949 S.B. 1098)
Prior revision: 1929 § 12694
274.260. 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.
Soliciting breach of contract--liability.
(RSMo 1939 § 14358)
Prior revision: 1929 § 12700
274.270. 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.
Association not guilty of conspiracy, or illegal monopoly.
(RSMo 1939 § 14359)
Prior revision: 1929 § 12701
274.280. 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.
General corporation laws apply to association--exceptions.
(RSMo 1939 § 14360)
Prior revision: 1929 § 12702
274.290. 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.
Provisions of law in conflict not applicable--exemptions.
(RSMo 1939 § 14361)
Prior revision: 1929 § 12703
274.300. 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.
Services provided by department of agriculture to small family ownedagricultural producers or processors, cooperative marketing, marketdevelopment, information dissemination--annual report submitted togeneral assembly, when.
(RSMo 1939 § 14351)
Prior revision: 1929 § 12693
274.310. 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)