§ 7525 — Sale, transfer or redemption of shares

Pennsylvania § 7525

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART II
• Ch. 75: COOPERATIVE AGRICULTURAL ASSOCIATIONS
• Subch.: POWERS, DUTIES AND SAFEGUARDS

Text

(a) General rule.--The common shares of an association may be transferred only with the consent of the association and on the books of the association and then only to persons eligible to own shares in the association. No purported assignment or transfer of the shares shall pass to any ineligible person any right or privilege on account of the shares or any vote or voice in the management or affairs of the association.

(b) Redemption or conversion.--In the event a holder of common shares has done no business with an association for a period of 12 months or in the event the board of directors of an association finds that any of the common shares has come into the hands of any person who is not eligible for membership or that the holder thereof has ceased to be an eligible member, the holder shall have no rights or privileges on account of the shares or vote or voice in the management or the affairs of the association (other than the right to participate in accordance with law in case of dissolution and to receive the book or par value of the shares, whichever is less, in the event of its sale or transfer as provided in this subsection), and the association shall have the right at its option:

(1) to redeem the shares at their book or par value, whichever is less;

(2) to require the transfer of any such shares at such book or par value, whichever is less, to any person eligible to hold the shares; or

(3) to require the holder of any such shares to convert the shares into preferred shares of equal value.

In exercising its right to redeem or to require the transfer or conversion of shares, if the holder fails to deliver the certificate evidencing the shares for cancellation or transfer, an association may cancel the certificate on its books and issue a new certificate for common or preferred shares, as the case may be, to the party entitled thereto.

(c) Preferred shares.--The preferred shares of an association may be transferred only on the books of the association, and the bylaws may provide that the association shall have the option, at any time, to redeem the preferred shares at par value, plus declared or accrued dividends.

(d) Notice on certificates.--Any restriction or option which an association places upon the transfer or sale of any of its outstanding shares and any association option retained thereon shall be printed on each share certificate.

(e) Force majeure.--A member shall not lose his membership in the association under this section by his failure to do business with it if the failure is due to an act of God unless the period of time involved is at least 24 months.