Chapter 357Cooperative Companies
357.010. 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.
Housing cooperative, defined, limitations.
(RSMo 1939 § 14406, A.L. 1985 S.B. 300)
Prior revisions: 1929 § 12748; 1919 § 10247
357.015. 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.
Articles of incorporation--filing--certificate.
(L. 1998 S.B. 517)
357.020. 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.
Amendments to articles--change in number of authorized shares--fees.
(RSMo 1939 § 14407)
Prior revisions: 1929 § 12749; 1919 § 10248
357.030. 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.
Issuance of common and preferred stock.
(RSMo 1939 § 14411, A.L. 1978 S.B. 755)
Prior revisions: 1929 § 12753; 1919 § 10251
357.040. 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.
Limit of shares.
(RSMo 1939 § 14408, A.L. 1985 S.B. 300)
Prior revision: 1929 § 12750
357.050. 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.
Fees for incorporation.
(RSMo 1939 § 14413)
Prior revisions: 1929 § 12755; 1919 § 10253
357.060. 1. 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.
2. Fees mandated in subsection 1 of this section shall be waived if the association of persons signing the written articles of association and agreement includes a member of the Missouri National Guard or any other active duty military, who resides in the state of Missouri, and provides proof of such service to the secretary of state.
Fees of recorder of deeds.
(RSMo 1939 § 14409, A.L. 1947 V. I p. 16, A.L. 2014 S.B. 600)
Prior revisions: 1929 § 12751; 1919 § 10249
357.070. 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.
Management by board--election--removal.
(RSMo 1939 § 14412)
Prior revisions: 1929 § 12754; 1919 § 10252
357.080. 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.
Election of directors.
(RSMo 1939 § 14410)
Prior revisions: 1929 § 12752; 1919 § 10250
357.090. 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
357.100. 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.
Proxies, how voted.
(RSMo 1939 § 14415)
Prior revisions: 1929 § 12757; 1919 § 10255
357.110. 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.
Stock, who may purchase.
(RSMo 1939 § 14416)
Prior revisions: 1929 § 12758; 1919 § 10256
357.120. 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 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.
Method of distribution of earnings of association--provisions ofbylaws.
(RSMo 1939 § 14424, A.L. 1985 S.B. 300)
Prior revision: 1929 § 12766
357.130. 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.
Auditing of books annually.
(RSMo 1939 § 14417)
Prior revisions: 1929 § 12759; 1919 § 10257
357.140. 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.
Use of funds.
(RSMo 1939 § 14418)
Prior revision: 1929 § 12760
357.150. 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.
Private property exempt.
(RSMo 1939 § 14422)
Prior revisions: 1929 § 12764; 1919 § 10260
357.160. The private property of shareholders shall be exempt from execution for the debts of any such association.
Prior cooperative associations.
(RSMo 1939 § 14423)
Prior revisions: 1929 § 12765; 1919 § 10261
357.170. 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.
Dissolution proceedings, how taken.
(RSMo 1939 § 14419)
Prior revisions: 1929 § 12761; 1919 § 10258
357.180. 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, 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.
Use of the name "cooperative" prohibited.
(RSMo 1939 § 14420)
Prior revision: 1929 § 12762
357.190. 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