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§1001. Contents of bylaws


Published: 2015

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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

007

:
COOPERATIVES






Subchapter

002
:
THE COOPERATIVE MARKETING ACT










 

§

1001. Contents of bylaws

Each association

may provide in its bylaws for any or all of the following matters:

(1) The time,

place and manner of calling and conducting its meetings;

(2) The number

of stockholders or members constituting a quorum;

(3) The number

of directors constituting a quorum;

(4) The

qualifications, compensation, duties and term of office of directors and

officers; the time of their election and the mode and manner of giving notice

thereof;

(5) Reasonable

penalties for violations of the bylaws;

(6) The amount

of entrance, organization and membership fees, if any; the manner of collecting

the same; and the purposes for which they may be used;

(7) The amount

which each member or stockholder shall be required to pay annually or from time

to time, if at all, to carry on the business of the association; the charges,

if any, to be paid by each member or stockholder for services rendered by the

association to him and the time of payment and manner of collection; and the

marketing contract between the association and its members or stockholders,

which every member or stockholder may be required to sign;

(8) The number

and qualification of members or stockholders of the association and the

conditions precedent to membership or ownership of common stock; the method,

time and manner of permitting members to withdraw or the holders of common

stock to transfer their stock; the manner of assignment and transfer of the

interest of members and of the shares of common stock; the conditions upon

which and time when a membership shall cease; the automatic suspension of the

rights of a member when he ceases to be eligible to membership; the manner and

effect of the expulsion of a member; the manner of determining the value of a

member's interest and provision for its purchase by the association upon the

death or withdrawal of a member or stockholder, or upon the expulsion of a

member or forfeiture of his or her membership, or, at the option of the

association, the purchase at a price fixed by conclusive appraisal by a board

of appraisers. But in no case shall it be provided that the value or price of

the stock shall be determined by any board on which the association shall have

any greater voice than the member or his or her representative;

(9) The basis of

voting by the members or stockholders, especially whether votes of all members

shall be equal, or in proportion to the land area leased or used by each member

for production of the products handled by the association, or in proportion to

the quantity of such products delivered by or handled for each member or

stockholder, or such other basis as may be determined. Unless otherwise

provided, no member or stockholder shall be entitled to more than one vote

regardless of the number of shares of common stock owned by him or her;

(10) In the case

of a consumer's or railroad cooperative, the method of distributing among

members or stockholders and patrons, both members and nonmembers, the net

savings derived from the excess of total income over operating expenses. Provision

may be made for the accumulation of reserve funds out of net savings.