Section 357.130

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 357

Effective - 28 Aug 1939   

  357.130.  Method of distribution of earnings of association — provisions of bylaws. — 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.

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(RSMo 1939 § 14417)

Prior revisions: 1929 § 12759; 1919 § 10257