Page 614

• Format: Text
• Language: unknown
• Published: North Dakota State Library
• Subjects: Politics & Government; common seal
• Online Access: http://cdm16921.contentdm.oclc.org/cdm/ref/collection/p16921coll3/id/35537

CHAFFEE v. FARMERS’ CO-OP. ELEVATOR CO. 591 Sec. 1. “For the purpose of this act, the words ‘co-operative com pany, corporation or association,’ are defined to mean a company, cor poration or association which authorizes the distribution of its earn ings in part, or wholly, on the basis of, or in proportion to, the amount of property bought from or sold to members, or to members and to other customers, or of labor performed, or other services rendered to the corporation. Provided, that nothing in this act shall be construed as in any way conflicting with or repealing any law relating to build ing and loan associations or instalment investment companies. “Sec. 2. Any number of persons, not less than 25, may be associated and incorporated for the co-operative transaction of any lawful busi ness, including the construction of canals, railways, irrigation ditches, bridges and other works of internal improvements. “Sec. 3. Every co-operative corporation as such has power: First— to have succession by its corporate name; Second—to sue and to be sued, to complain and defend in courts of law and equity; Third-to make and to use a common seal, and alter same at pleasure; Fourth —to hold personal estate, and all such real estate as may be necessary for the legitimate business of the corporation; Fifth—to regulate and limit the right of stockholders to transfer their stock; Sixth—to ap point such subordinate ofiicers and agents as the business of the cor poration shall require, and to allow them suitable compensation there for; Seventh—to make by-laws for the management of its afiairs, and to provide therein the terms and limitations of stock ownership, and for the distribution of its earnings.” See Laws 1915, chap. 92. The act further provides that any corporation formerly organized under the general corporation law may become entitled to the same legal recognition as though its articles of incorporation had been orig inally filed under this act, by filing with the secretary of state a doc laration signed by its president and secretary, stating that it is a co operative corporation or association as defined by the statute, and that at a meeting of the stockholders, in which all stockholders were represented, all stockholders unanimously consented to come under the provisions of the act. Whether a corporation may legally adopt a by-law requiring a stockholder to ofier his stock to the corporation and afford it an oppor tunity of buying the same before ofiering it to a third person is a ques