HB 125 - Cooperative marketing associations; amend provisions
Georgia House of Representatives - 1995/1996 Sessions
HB 125 - Cooperative marketing associations; amend provisions
Page Numbers - 1/ 2/ 3/ 4/ 5
1. Reaves 178th 2. Purcell 147th 3. Floyd 138th
4. Holland 157th 5. Greene 158th
House Comm: Ag / Senate Comm: Ag /
House Vote: Yeas 161 Nays 0 Senate Vote: Yeas 52 Nays 0
----------------------------------------
House Action Senate
----------------------------------------
1/10/95 Read 1st Time 1/26/95
1/11/95 Read 2nd Time 2/2/95
1/23/95 Favorably Reported 2/1/95
1/25/95 Read 3rd Time 2/8/95
1/25/95 Passed/Adopted 2/8/95
3/20/95 Sent to Governor
4/11/95 Signed by Governor
294 Act/Veto Number
4/11/95 Effective Date
----------------------------------------
Code Sections amended: 2-10-86, 2-10-87, 2-10-103.1., 2-10-108
HB 125 LC 9 7909
A BILL TO BE ENTITLED
AN ACT
1- 1 To amend Article 3 of Chapter 10 of Title 2 of the Official
1- 2 Code of Georgia Annotated, known as the "Cooperative
1- 3 Marketing Act," so as to provide for clarification of the
1- 4 rights and powers of cooperative marketing associations and
1- 5 their boards of directors; to change the provisions relating
1- 6 to bylaws and the contents thereof; to change the provisions
1- 7 relating to elections, compensation, contracts, and
1- 8 vacancies of directors; to provide for powers of such
1- 9 associations; to provide for the applicability of certain
1-10 laws to such associations; to provide an effective date; to
1-11 repeal conflicting laws; and for other purposes.
1-12 BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION 1.
1-13 Article 3 of Chapter 10 of Title 2 of the Official Code of
1-14 Georgia Annotated, known as the "Cooperative Marketing Act,"
1-15 is amended by striking subsection (b) of Code Section
1-16 2-10-86, relating to adoption of bylaws and provisions
1-17 authorized to be in the bylaws of cooperative marketing
1-18 associations, and inserting in lieu thereof a new subsection
1-19 (b) to read as follows:
1-20 "(b) Under its bylaws each association may provide for any
1-21 or all of the following matters:
1-22 (1) The time, place, and manner of calling and
1-23 conducting its meetings;
1-24 (2) The number of stockholders or members constituting a
1-25 quorum;
1-26 (3) The right of members or stockholders to vote by
1-27 proxy, by mail, or by both and the conditions, manner,
1-28 form, and effects of such votes;
1-29 (4) The number of directors constituting a quorum;
1-30 (5) The qualifications, compensation, duties, and term
1-31 of office of directors and officers; the time of their
1/25/95 Read 3rd Time 2/8/95
-1- (Index)
LC 9 7909
2- 1 election; and the mode and manner of giving notice
2- 2 thereof;
2- 3 (6) Penalties for violations of bylaws;
2- 4 (7) The amount of entrance, organization, and membership
2- 5 fees, if any; the manner and method of collecting the
2- 6 same; and the purposes for which they may be used;
2- 7 (8) The amount which each member or stockholder shall be
2- 8 required to pay annually or from time to time, if at
2- 9 all, to carry on the business of the association; the
2-10 charge, if any, to be paid by each member or stockholder
2-11 for services rendered by the association to him or her
2-12 and the time of payment and manner of collection
2-13 thereof; and the marketing contract between the
2-14 association and its members or stockholders, which every
2-15 member or stockholder may be required to sign;
2-16 (9) The number and qualification of members or
2-17 stockholders of the association and the conditions
2-18 precedent to membership or ownership of common stock;
2-19 (10) The method, time, and manner of permitting members
2-20 to withdraw or the holders of common stock to transfer
2-21 their stock and the manner of assignment and transfer of
2-22 the interests of members and of the shares of common
2-23 stock;
2-24 (11) The conditions upon which and time when the
2-25 membership of any member shall cease; the automatic
2-26 suspension of the rights of a member when he or she
2-27 ceases to be eligible for membership in the association;
2-28 and the mode, manner, and effect of the expulsion of a
2-29 member; and
2-30 (12) The manner of determining the value of a member's
2-31 property interest in the association and provision for
2-32 its purchase by the association upon the death or
2-33 withdrawal of a member or stockholder, or upon the
2-34 expulsion of a member or forfeiture of his or her
2-35 membership, or provided that, at the option of the
2-36 association, such value may be determined by conclusive
2-37 appraisal by the board of directors, provided that in
2-38 case of the withdrawal or expulsion of a member, the
2-39 board of directors shall equitably and conclusively
2-40 appraise his property interests in the association and
2-41 shall fix the amount thereof in money, which shall be
-2- (Index)
LC 9 7909
3- 1 paid to him within one year after such expulsion or
3- 2 withdrawal."
SECTION 2.
3- 3 Said article is further amended by striking Code Section
3- 4 2-10-87, relating to directors of a cooperative marketing
3- 5 association, their management of the association; the number
3- 6 of directors; and their election or appointment,
3- 7 compensation, contracts with their association, and
3- 8 vacancies, and inserting in lieu thereof a new Code Section
3- 9 2-10-87 to read as follows:
3-10 "2-10-87. (Index)
3-11 (a) The affairs of the association shall be managed by a
3-12 board of not less than five directors elected by the
3-13 members or stockholders from their own number.
3-14 (b) The bylaws may provide that the territory in which the
3-15 association has members shall be divided into districts
3-16 and that the directors shall be elected according to such
3-17 districts. In such a case the bylaws shall specify the
3-18 number of directors to be elected by each district and the
3-19 manner and method of reapportioning the directors and
3-20 redistricting the territory covered by the association.
3-21 The bylaws may provide that primary elections shall be
3-22 held in each district to elect the directors apportioned
3-23 to such districts. The and whether the results of all such
3-24 primary elections shall be final or shall must be ratifie
3-25 by the next regular meeting of the association.
3-26 (c) The bylaws may provide that one or more directors may
3-27 be appointed by the Commissioner, the dean of the College
3-28 of Agriculture of the University of Georgia, or any other
3-29 public official or commission. The director or directors
3-30 so appointed need not be members or stockholders of the
3-31 association but shall have the same powers and rights as
3-32 other directors.
3-33 (d) An association may provide a fair remuneration for the
3-34 time actually spent by to its officers and directors in
3-35 its service for their services to the association.
3-36 (e) No director, during the term of his or her office,
3-37 shall be a party to a marketing or purchasing contract for
3-38 profit with the association the provisions of which differ
3-39 in any way from the marketing or purchasing contracts
3-40 generally business relations accorded regular members or
3-41 holders of common stock of the association in the same
-3- (Index)
LC 9 7909
4- 1 trade area, or to any other kind of contract that affects
4- 2 the amount of the association's patronage distributions to
4- 3 the director the terms of which differ from terms
4- 4 generally current in that district.
4- 5 (f) When a vacancy on the board of directors occurs other
4- 6 than by expiration of term, the remaining members of the
4- 7 board shall fill the vacancy by a majority vote. If
4- 8 unless the bylaws provide for an election of directors by
4- 9 district, the person filling the vacancy must live in the
4-10 district for which the vacancy exists. In such a case, the
4-11 board of directors shall immediately call a special
4-12 meeting of the members or stockholders in that district to
4-13 fill the vacancy."
SECTION 3.
4-14 Said article is further amended by adding, following Code
4-15 Section 2-10-103, a new Code Section 2-10-103.1 to read as
4-16 follows:
4-17 "2-10-103.1. (Index)
4-18 A cooperative association organized under this article
4-19 shall have the powers from time to time (1) to acquire
4-20 part or all of the debt or equity or both of any
4-21 corporations, partnerships, or other legal entities
4-22 engaged in any agricultural or other businesses, (2) to
4-23 join with others to create or to own all or part of any
4-24 such entities, and (3) to control and manage such
4-25 entities. The business of any such entities shall not be
4-26 considered to be the business of the cooperative
4-27 association for purposes of Code Section 2-10-94, Code
4-28 Section 2-10-103, or any other Code section of this
4-29 article."
SECTION 4.
4-30 Said article is further amended by striking Code Section
4-31 2-10-108, relating to applicability of general corporation
4-32 laws to cooperative marketing associations, and inserting in
4-33 lieu thereof a new Code Section 2-10-108 to read as follows:
4-34 "2-10-108. (Index)
4-35 The general corporation laws of this state applicable to
4-36 nonprofit corporations, as amended from time to time, and
4-37 all powers and rights thereunder shall apply to the
4-38 associations organized under this article, except where
-4- (Index)
LC 9 7909
5- 1 such laws are in conflict or inconsistent with the express
5- 2 provisions of this article."
SECTION 5.
5- 3 This Act shall become effective upon its approval by the
5- 4 Governor or upon its becoming law without such approval.
SECTION 6.
5- 5 All laws and parts of laws in conflict with this Act are
5- 6 repealed.
-5- (Index)
Office of the Clerk of the House
Robert E. Rivers, Jr., Clerk of the House
Last Updated on 01/02/97