(1) A cooperative may be formed
pursuant to this article for the transaction of any lawful business. One or more
persons may act as the incorporator or incorporators of a cooperative by delivering
articles for the cooperative to the secretary of state for filing pursuant to part 3 of
article 90 of this title. An incorporator who is an individual shall be eighteen years
of age or older.
(2) The articles shall state:
(a) The domestic entity name of the cooperative, which domestic entity name
shall comply with part 6 of article 90 of this title;
(b) The principal office address of the cooperative's principal office;
(c) The registered agent name and registered agent address of the
cooperative's initial registered agent;
(d) Repealed.
(e) If formed without common voting stock, whether the property rights and
interests of each member are equal or unequal and, if unequal, the general rule or
rules applicable to all members by which the property rights and interests of each
member are determined and fixed; provisions for the admission of new members
who are entitled to share in the property of the cooperative with the old members in
accordance with such general rules; and whether the cooperative is authorized to
issue one or more classes of preferred stock or other equity interests and, if so
authorized, a statement as to the number of shares of stock of each class or other
equity interests and the nature and extent of the preferences, limitations, relative
rights, and privileges granted to each;
(f) If formed with stock, the classes of shares and the number of shares of
each class the cooperative is authorized to issue. The stock may be divided into
preferred and common stock, voting and nonvoting stock, or into any other class of
stock. If so divided, the articles must contain a statement as to the number of
shares of stock in each class and the nature and extent of the preferences,
limitations, relative rights, and privileges granted to each.
(g) The true name and mailing address of each incorporator.
(3) The articles may state:
(a) A provision eliminating or limiting the personal liability of a director as
provided in this article;
(b) A provision permitting proportional voting rights based solely upon the
patronage of a member with the cooperative, the amount of equity held by the
member in the cooperative, or some combination of these methods, as provided in
section 7-56-305 (3);
(c) The number and terms of the board of directors, which number shall be
not less than three, together with the names and the street addresses of the initial
directors. If the names of the initial directors are not stated in the articles, the initial
board of directors shall be designated by the incorporator or incorporators
following the delivery of the articles to the secretary of state for filing.
(d) The purpose or purposes for which the cooperative is incorporated which
may state any lawful business;
(e) A par value for authorized shares of stock or classes of shares;
(f) Provisions defining, limiting, and regulating the powers of the
cooperative, its board, and its members;
(g) Provisions limiting membership to producers of agricultural products;
(h) A limitation on the handling of products or services for its own members
only, or for members and nonmembers, and whether nonmembers are entitled to
share in allocations of net margins or are subject to per unit retains;
(i) Provisions for the removal for cause of any director by the members at any
regular or special members' meeting;
(j) A provision eliminating or limiting the indemnification of directors,
officers, employees, or agents of the cooperatives as otherwise provided in this
article;
(k) Any provision that under this article is required or permitted to be stated
in the bylaws;
(l) Any other provision not inconsistent with law.
(4) (Deleted by amendment, L. 2004, p. 1410, � 39, effective July 1, 2004.)
(5) When incorporated, no member or shareholder as such shall be liable
directly or indirectly, including by way of indemnification, contribution, or
otherwise, under a judgment, decree, or order of a court, or in any other manner, for
a debt, obligation, or liability of or chargeable to the cooperative.
(6) A member does not have any vested property right resulting from any
provision in the articles that may exist from time to time or at any time, including
any provision relating to management, control, capital structure, dividend
entitlement, purpose, or duration of the cooperative.