|
(805 ILCS 315/1) (from
Ch. 32, par. 440) Sec. 1. In order to promote, foster and encourage
the intelligent and orderly marketing of agricultural
products through co-operation; to eliminate
speculation and waste; to make the distribution of
agricultural products between producer and consumer
as direct as can be efficiently done; to stabilize
the marketing of agricultural products, and to provide
for the organization and incorporation of agricultural
co-operative associations and societies, this
Act is passed.
(Source: Laws 1929, p. 280.) |
(805 ILCS 315/2) (from
Ch. 32, par. 441) Sec. 2. Definitions and short title. (a) As used in this Act:
The term "Director of Agriculture" means
the Director of the Illinois Department of Agriculture
or the Director's designee.
The term "agricultural products" shall
include horticultural, viticultural, forestry, dairy,
live stock, poultry, bee and any farm and aquatic
products and fur bearing animals raised in captivity
and their products.
The term "member" shall include
actual members of associations without capital stock,
and holders of common stock in associations organized
with capital stock.
The term "association" means any
corporation organized under this Act, or any corporation
formed under any general or special act of this or
any other state as a co-operative association,
organized for the mutual benefit of its members,
and in which the returns on the stock or membership
capital is limited to an amount not to exceed 8%
per annum, and in which during any fiscal year thereof
the value of business done with non-members
shall not exceed the business done with members during
the same period, and in which substantially all of
the issued and outstanding shares of capital stock
or memberships are owned, held and controlled directly
or indirectly, by producers of agricultural products.
The term "person", except when used
in reference to an officer or member of the board
of directors, in which case it means an individual,
shall include any individual or any entity, including
but not limited to a sole proprietorship, a partnership,
a corporation, a cooperative, an association, a limited
liability company, an estate, or a trust.
(b) Associations organized hereunder
shall be deemed "non-profit", inasmuch as they
are not organized to make profit for themselves,
as such, or for their members, as such, but only
for their members as producers.
(c) This Act may be cited as the
Agricultural Co-Operative Act.
(Source: P.A. 93-197, eff.
7-14-03.) |
(805 ILCS 315/3) (from
Ch. 32, par. 442) Sec. 3. Eleven (11) or more persons, a majority
of whom are residents of this State, engaged in the
production of agricultural products, may form a non-profit,
co-operative association, with or without capital
stock, under the provisions of this Act.
(Source: Laws 1923, p. 286.) |
(805 ILCS 315/4) (from
Ch. 32, par. 443) Sec. 4. An association may be organized under
this Act for the purpose of engaging in any co-operative
activity in connection with the producing, marketing
or selling of agricultural products or with the harvesting,
preserving, drying, processing, canning, packing,
grading, storing, warehousing, handling, shipping
or utilizing such products; or the manufacturing
or marketing of the by-products thereof; or
in connection with any of the activities mentioned
herein, the manufacturing, selling or supplying of
machinery, equipment or supplies; or in the financing
of any of the above enumerated activities; or in
performing or furnishing business or educational
services on a co-operative basis for those
engaged in agriculture as bona fide producers of
agricultural products or in any one or more of the
activities specified herein.
(Source: Laws 1931, p. 390.) |
(805 ILCS 315/5) (from
Ch. 32, par. 444) Sec. 5. Every group of persons contemplating
the organization of an association under this Act
is urged to communicate with the Director of Agriculture,
who will share any information the Department may
have regarding the marketing conditions affecting
the commodities proposed to be handled.
It is here recognized that agriculture
is characterized by individual production in contrast
to the group or factory system that characterizes
other forms of industrial production; and that the
ordinary form of corporate organization permits industrial
groups to combine for the purpose of group production
and the ensuing group marketing and that the public
has an interest in permitting farmers to bring their
industry to the high degree of efficiency and merchandising
skill evidenced in the manufacturing industries;
and that the public interest urgently needs to prevent
the migration from the farm to the city in order
to keep up farm production and to preserve the agricultural
supply of the nation; and that the public interest
demands that the farmer be encouraged to attain a
superior and more direct system of marketing in the
substitution of merchandising for the blind, unscientific
and speculative selling of crops; and that for this
purpose, the farmers should secure special guidance
and instructive data from the Director of Agriculture.
(Source: P.A. 93-197, eff.
7-14-03.) |
(805 ILCS 315/6) (from
Ch. 32, par. 445) Sec. 6. Each association organized under
this Act shall have the following powers:
(a) To engage in any activity in
connection with the producing, marketing, selling,
preserving, harvesting, drying, processing, manufacturing,
canning, packing, grading, storing, warehousing,
handling or utilizing of agricultural products the
manufacturing or marketing of the by-products
thereof; or in any activities in connection with
the purchasing, hiring or using of supplies, machinery
or equipment; or in the financing of any of the above
enumerated activities; or in performing business
or educational services on a co-operative basis,
for those engaged in agricultural activities as bona
fide producers of agricultural products, or in any
one or more of the activities specified herein.
(b) To borrow money from any source
without limitation as to amount of corporate indebtedness
or liability, with authority to give any bond or
form of obligation or security therefor.
(c) To act as the agent or representative
of any person in any of the above mentioned activities.
(d) To make loans or advances to
members or stockholders and/or to their members or
stockholders or to their producer patrons with authority
to accept any kind, form or type of obligation and/or
security, therefor; to purchase, endorse, discount
and/or sell any note, draft, bill of exchange, indenture,
bill of sale, mortgage or other obligation acquired
by it, the proceeds of which have been advanced or
used in the first instance for any of the purposes
provided for herein; to discount for or purchase
from any association, organized under the laws of
any state with or without its endorsement any note,
draft, bill of exchange, indenture, bill of sale,
mortgage or other obligation the proceeds of which
are advanced or used in the first instance for carrying
on any co-operative activity authorized in
this Act and with authority to dispose of same with
or without endorsement. Any association organized
under this Act and exercising any of the powers provided
in this paragraph shall not engage in the business
of banking.
(e) To purchase or otherwise acquire,
hold, own and exercise all rights of ownership in,
and to sell, transfer, pledge or guarantee the payment
of dividends or interest on, or the retirement or
redemption of, shares of capital stock, bonds, or
other obligations of any corporation or association,
engaged in any directly or indirectly related activity,
or in the warehousing, handling or marketing of any
of the products handled by the association.
(f) To establish reserves and to
invest the funds thereof in bonds, or in such other
property as may be provided in the by-laws.
(g) To buy, hold and exercise all
privileges of ownership over such real or personal
property, as may be necessary or convenient for the
conduct and operation of any of the business of the
association, or incidental thereto.
(h) To establish and secure, own
and develop patents, trade-marks and copyrights.
(i) To do each and everything necessary,
suitable or proper for the accomplishment of any
one of the purposes, or the attainment of any one
or more of the subjects herein enumerated, or conducive
to or expedient for the interest or benefit of the
association, and to contract accordingly; and in
addition, to exercise and possess all powers, rights
and privileges necessary or incidental to the purposes
for which the association is organized, or to the
activities in which it is engaged; and any other
rights, powers and privileges granted by the laws
of this State to ordinary corporations, except such
as are inconsistent with the express provisions of
this Act; and to do any such thing anywhere.
(j) No association organized under
this Act, during any fiscal year thereof, shall deal
in products, handle machinery, equipment, or supplies,
or perform services for and on behalf of non-members
to an amount greater in value than such as are dealt
in, handled or performed by it for and on behalf
of members during the same period.
(Source: Laws 1931, p. 390.) |
(805 ILCS 315/7) (from
Ch. 32, par. 446) Sec. 7. Under the terms and conditions prescribed
in the by-laws adopted by it, an association
may admit as members (or issue common stock to),
only persons engaged in the production of agricultural
products and/or co-operative associations.
An association organized hereunder, may become a
member or stockholder of any other association or
corporation.
(Source: Laws 1931, p. 390.) |
(805 ILCS 315/8) (from
Ch. 32, par. 447) Sec. 8. Each association organized under
this Act, shall prepare and file articles of incorporation,
setting forth:
(a) The name of the association which
may or may not include the word co-operative
or any abbreviation thereof.
(b) The purpose for which it is formed.
(c) The place where its principal
office within the State will be located.
(d) The term for which it is to exist,
which may be perpetual.
(e) The minimum number of directors
thereof, which must be not less than 5 and may be
any number in excess thereof; the term of office
of such directors, and the names and addresses of
those who are to serve as incorporating directors
for the first term, and/or until the election and
qualification of their successors.
(f) If organized without capital
stock, whether the property rights and interest of
each member shall be equal or unequal; if unequal
the general rule or rules applicable to all members
by which the property rights and interest, respectively
of each member may and shall be determined and fixed,
and provision for the admission of new members, who
shall be entitled to share in the property of the
association with the old members, in accordance with
such general rule or rules. This provision or paragraph
of the articles of incorporation may not be altered,
amended or repealed, except by the written consent
or vote of 3/4 of the members.
(g) If organized with capital stock,
the amount of such stock and the number of shares
into which the capital stock is to be divided; whether
all or part of the same shall have par value, and
if so, the par value thereof, which shall not be
less than one dollar, nor more than $1,000 per share,
and whether all or part of the same shall have no
par value, and if there is to be more than one class
of stock created, a description of the different
classes, the number of shares in each class, and
the relative rights, interest and preferences each
class shall represent; and if the same shall be desired,
a provision that any or all classes of preferred
stock may be issued in series and that dividends
shall be payable with respect to any such series
at such rate not exceeding 8% per annum, or such
lesser amount as may be fixed in the articles of
incorporation, or any amendment thereof, and that
the shares of such series may be reduced at such
redemption price and bear such particular designation
as the board of directors, subject to such restrictions
as may be imposed in the articles of incorporation,
or any amendment thereof, shall by resolution, determine
and fix prior to the issue of any stock of such series.
Such articles of incorporation or any amendment thereto,
may provide, that in the case of any share of stock
in such association, issued thereby, to any bona
fide producer of agricultural products, or to any
co-operative association as defined in this
Act, that such share is subject to the condition,
that the directors of such association shall be trustees
of such share of stock upon such producer becoming
a non-producer of agricultural products, or
such co-operative association ceasing to be
operated as a co-operative association; and
that in the case of any share of stock issued in
the first instance to any non-producer of agricultural
products, or to any corporation not operating as
a co-operative association, that such share
is subject to the condition that the directors of
such association shall be the trustees of such share
of stock; and that in either of such cases, thereupon
the trustees of such share of stock shall be vested
with the legal and equitable title thereto, and the
stock certificate held by such producer who has become
a non-producer, or such non-producer,
or such corporation, not operating as a co-operative
association, as the case may be, shall legally become
or be a participation certificate entitling the holder
thereof to any dividends provided for in such certificate,
any moneys accruing by virtue thereof, and any pecuniary
rights accruing thereunder, under the provisions
of this Act; that the trustees of such certificate
shall pay over all such dividends and moneys to the
certificate holder and protect and execute all such
pecuniary rights; that the voting power, and all
other legal and beneficial interests, other than
those given to the certificate holder as hereinabove
provided, shall be held by such trustees and exercised
and managed by them by vote of a majority of such
trustees; and that in case such certificate holder,
thereafter, becomes a bona fide producer of agricultural
products, or a co-operative association, that
affidavit be made to such effect and filed with the
directors thereof, and thereupon, such trustees shall
be discharged and the legal and equitable title to
such share and all other interests whatsoever, shall
vest in such certificate holder and all the powers
and privileges pertaining to such share of stock
may be exercised thereby.
(h) In addition to the foregoing,
the articles of incorporation of any association
incorporated hereunder may contain any provision
consistent with law with respect to management, regulation,
government, financing, indebtedness, membership,
the establishment of voting districts and the election
of delegates for representative purposes, the issuance,
retirement, and transfer of the stock, if formed
with capital stock, or any provisions relative to
the way or manner in which it shall operate or with
respect to its members, officers or directors and
any other provisions relating to its affairs.
The articles shall be subscribed
by the incorporators and acknowledged by one of them
before an officer authorized by law to take and certify
acknowledgments of deeds and conveyances, and shall
be filed in the office of the Secretary of State;
when so filed, the articles of incorporation, or
certified copies thereof, shall be received in all
the courts of this State, and other places, as prima
facie evidence of the facts contained therein, and
of the due incorporation of such association. A certified
copy of the articles of incorporation shall also
be filed with the Director of Agriculture by the
association.
(Source: P.A. 93-197, eff. 7-14-03.) |
(805 ILCS 315/9) (from
Ch. 32, par. 448) Sec. 9. The articles of incorporation may
be altered or amended at any regular meeting, or
any special meeting called for that purpose. An amendment
may be adopted by the approval of two-thirds
of the directors followed by a favorable vote or
the written consent thereto representing a majority
of all the members and/or shareholders of the association,
or by the written consent of two-thirds of
all the members of the association without the approval
of the directors. Amendments to the articles of incorporation
when so adopted, shall be filed in the office of
the Secretary of State. A certified copy of every
amendment shall be filed with the Director of Agriculture
by the association.
(Source: P.A. 93-197, eff. 7-14-03.) |
(805 ILCS 315/10) (from
Ch. 32, par. 449) Sec. 10. Each association incorporated under
this Act must, within thirty (30) days after its
incorporation, adopt for its government and management,
a code of by-laws, not inconsistent with the
powers granted by this Act. A majority vote of the
directors named in the articles of incorporation,
or of the members or stockholders, or their written
assent, is necessary to adopt such by-laws.
By-laws shall also provide that the by-laws
may be amended by the Board of Directors or by the
members and/or stockholders; and shall provide the
voting power by which amendments may be made. Each
association, under its by-laws, may provide
for any or all of following matters:
(a) The time, place and manner of
calling and conducting its meetings, which meetings,
and the meetings of its directors, may be held either
within or without the State.
(b) The number of stockholders or
members constituting a quorum.
(c) The right of members or stockholders
to vote by proxy or by mail or both; and the conditions,
manner, form, and effects of such votes.
(d) The number of directors constituting
a quorum.
(e) The qualifications, compensation
and duties and term of office of directors and officers;
time of their election and the mode and manner of
giving notice thereof.
(f) Penalties for violations of the
by-laws.
(g) The amount of entrance, organization
and membership fees, if any; the manner and method
of collection of the same; and the purposes for which
they may be used.
(h) 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 charge, if any,
to be paid by each member or stockholder for services
rendered by the association to him and the time of
payment and the 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.
(i) 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 membership of any member shall cease;
the automatic suspension of the rights of a member
when he ceases to be eligible to membership in the
association; and the mode, 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 common stockholder or upon
the expulsion of a member or forfeiture of his membership,
or, at the option of the association, the purchase
at a price fixed by conclusive appraisal by the board
of directors. In case of the withdrawal or expulsion
of a member, unless otherwise limited or restricted
in the articles of incorporation or any amendment
thereto, the board of directors shall equitably and
conclusively appraise his membership and/or common
stock interests in the association and shall fix
the amount thereof in money, which shall be paid
to him within one year after such expulsion or withdrawal.
(Source: Laws 1931, p. 390.) |
(805 ILCS 315/11) (from
Ch. 32, par. 450) Sec. 11. In the by-laws, each association
shall provide for one or more regular meetings annually.
The board of directors shall have the right to call
a special meeting at any time; and 10% of the members
or stockholders may file a petition stating the specific
business to be brought before the association and
demand a special meeting at any time. Such meetings
must thereupon be called by the directors. Notice
of all meetings, together with a statement of the
purposes thereof, shall be mailed to each member
at least 10 days prior to the meeting. The by-laws
may require instead that such notice may be given
by publication in a newspaper of general circulation,
published at the principal place of business of the
association.
(Source: P.A. 88-45.) |
(805 ILCS 315/12) (from
Ch. 32, par. 451) Sec. 12. The affairs of the association shall
be managed by a board of not less than five directors,
to be elected by the members or stockholders with
such qualifications as may be provided for in the
articles of incorporation or by-laws. The by-laws
may provide that the territory in which the association
has members shall be divided into districts and that
the directors shall be nominated according to such
districts, either directly or by district delegates
elected by the members in that district. In such
case the by-laws shall specify the number of
directors to be nominated by each district, the manner
and method of reapportioning the directors and of
redistricting the territory covered by the association.
The by-laws may provide that primary elections
shall be held in each district to nominate the directors
apportioned to such districts and that the result
of all such primary elections may be ratified by
the next regular meeting of the association or may
be considered final as to the association. The by-laws
may provide that one or more directors may be nominated
by any public official or commission or by the other
directors nominated by the members or their delegates.
Such directors shall represent primarily the interest
of the general public in such associations. Such
directors shall not number more than one-fifth
of the entire number of directors.
An association may provide a fair
remuneration for the time actually spent by its officers
and directors in its service and for the service
of the members of its executive committee. No director,
during the term of his office, shall be a party to
a contract for profit with the association differing
in any way from the business relations accorded regular
members or holders of common stock, of the association
or others, or differing from terms generally current
in that district.
The by-laws may provide for
an executive committee to be elected by a board of
directors from within or without the membership of
the board and may allot to such committee all the
functions and powers of the board of directors, subject
to the general direction and control of the board.
When a vacancy on the board of directors
occurs other than by expiration of term, the remaining
members of the board, by a majority vote, shall fill
the vacancy, unless the by-laws provide for
the nomination of directors by districts. In such
case the board of directors shall call a special
meeting of the members or stockholders in the respective
district to nominate a person qualified to fill the
vacancy.
(Source: Laws 1931, p. 390.) |
(805 ILCS 315/13) (from
Ch. 32, par. 452) Sec. 13. The directors shall elect from their
number, a president, and one or more vice-presidents.
They shall also elect a secretary and treasurer,
who need not be directors or members of the association,
and they may combine the two latter offices and designate
the combined office as secretary-treasurer,
or unite both functions and titles in one person.
The treasurer may be a bank or any depository, and
as such, shall not be considered as an officer, but
as a function of the board of directors. In such
case, the secretary shall perform the usual accounting
duties of the treasurer, except that the funds shall
be deposited only as and where authorized by the
board of directors. The by-laws may provide
for the election of the president and vice-presidents
by the members at annual meetings.
Within 30 days after the first election
of officers, the association shall file a report
with the Director of Agriculture on forms prescribed
by the Director of Agriculture. The report shall
contain the following:
(1) The name of the association.
(2) The names and addresses of the
association's |
|
principal officers and directors.
|
|
|
(3) The association's principal place
of business.
(4) A general statement of the association's
|
|
proposed business operations.
|
|
|
(5) The end of the association's
proposed fiscal
|
|
|
|
(Source: P.A. 93-197, eff. 7-14-03.)
|
(805 ILCS 315/14) (from
Ch. 32, par. 453) Sec. 14. Every officer, employee and agent
handling funds or negotiable instruments or property
of or for any association created hereunder shall
be required to execute and deliver adequate bonds
for the faithful performance of his duties and obligations.
(Source: Laws 1923, p. 286.) |
(805 ILCS 315/15) (from
Ch. 32, par. 454) Sec. 15. When a member of an association organized
without capital stock, has paid his membership fee
in full, he shall receive a certificate of membership.
(Source: Laws 1967, p. 3777.) |
(805 ILCS 315/15.1) (from
Ch. 32, par. 454.1) Sec. 15.1. An association may issue its shares
of stock, having no par value, from time to time
for such consideration as may be fixed by the board
of directors.
(Source: Laws 1967, p. 3777.) |
(805 ILCS 315/15.2) (from
Ch. 32, par. 454.2) Sec. 15.2. No association shall issue stock
until it has been fully paid for. Promissory notes
may be accepted by the association as full or partial
payment of the stock. The association shall hold
the stock as security for the payment of the note,
but such retention as security shall not affect the
right of any stockholder to vote unless such notes
are past due.
(Source: Laws 1967, p. 3777.) |
(805 ILCS 315/15.3) (from
Ch. 32, par. 454.3) Sec. 15.3. No member shall be liable for the
debts of the association to an amount exceeding the
sum remaining unpaid on his membership fee or his
subscription to the capital stock, including any
unpaid balance on any promissory notes given in payment
thereof.
(Source: Laws 1967, p. 3777.) |
(805 ILCS 315/15.4) (from
Ch. 32, par. 454.4) Sec. 15.4. No stockholder of an association,
organized hereunder, except an association organized
under this Act, or an association as defined in this
Act or one subject to the "General Not for Profit
Corporation Act," as heretofore or hereafter amended,
shall own more than one-twentieth of the authorized
common stock of the association; and an association
in its by-laws may limit the amount of common
stock which one member may own to an amount less
than one-twentieth of the authorized common
stock. The association shall limit its dividends
on stock, both common and preferred, to any amount
not greater than 8 per centum per annum, on the par
value thereof, or if such capital stock is without
par value, then upon the actual cash value of the
consideration received by the association therefor.
The association by the vote of its directors, may
establish and accumulate reserves out of earnings,
including a permanent surplus fund as an addition
to capital. Net income in excess of additions to
reserves and surpluses so established, shall be distributed
to the members or patrons of the association on the
basis of patronage. Any distribution of reserves
and surpluses at any time shall be made to members
or patrons at the time such distribution is ordered,
on the basis of patronage. Any receipts or dividends
from subsidiary corporations, or from stock or other
securities owned by the association, shall be included
in the ordinary receipts of the association.
(Source: P.A. 80-975.) |
(805 ILCS 315/15.5) (from
Ch. 32, par. 454.5) Sec. 15.5. No member in any association without
capital stock, shall be entitled to more than one
vote.
(Source: Laws 1967, p. 3777.) |
(805 ILCS 315/15.6) (from
Ch. 32, par. 454.6) Sec. 15.6. Preferred stock may be sold to any
person, member, or non-member, and may be redeemable
or retireable by the association, on such terms and
conditions as may be provided for by the articles
of incorporation, and printed on the stock certificates.
The by-laws, except as otherwise provided for
in this Act, shall prohibit the transfer of the common
stock of the association to persons not engaged in
the production of agricultural products and such
restrictions shall be printed upon every certificate
of stock subject thereto.
(Source: Laws 1967, p. 3777.) |
(805 ILCS 315/15.7) (from
Ch. 32, par. 454.7) Sec. 15.7. An association may, at any time,
except when the debts of the association exceed 50
per cent of the assets thereof, buy in or purchase
its common stock at the book value thereof, as conclusively
determined by the board of directors, and pay for
it in cash within one year thereafter.
(Source: Laws 1967, p. 3777.) |
(805 ILCS 315/15.8) (from
Ch. 32, par. 454.8) Sec. 15.8. Limited Liability of directors. (a)
No director of a corporation organized under this
Act shall be liable, and no cause of action may be
brought for damages resulting from the exercise of
judgment or discretion in connection with the duties
or responsibilities of such director unless: (1)
such director earns in excess of $5,000 per year
from his duties as director, other than reimbursement
for actual expenses; or (2) the act or omission involved
willful or wanton conduct.
(b) As used in this Section "willful
or wanton conduct" means a course of action which
shows an actual or deliberate intention to cause
harm or which, if not intentional, shows as utter
indifference to or conscious disregard for the safety
of others or their property.
(c) Nothing in this Section is intended
to bar any cause of action against the corporation
or change the liability of the corporation arising
out of an act or omission of a director exempt from
liability for negligence under this Section.
(Source: P.A. 85-867.) |
(805 ILCS 315/16) (from
Ch. 32, par. 455) Sec. 16. Any member may bring charges against
an officer or director by filing them in writing
with the secretary of the association, together with
a petition signed by five per cent of the members,
requesting the removal of the officer or director
in question. The removal shall be voted upon at the
next regular or special meeting, of the association,
and by a vote of a majority of the members, the association
may remove the officer or director and fill the vacancy.
The director or officer, against whom such charges
have been brought shall be informed in writing of
the charges previous to the meeting and shall have
an opportunity at the meeting to be heard in person
or by counsel and to present witnesses; and the person
or persons bringing the charges against him shall
have the same opportunity.
In case the by-laws provide
for election of directors by districts with primary
elections in each district, then the petition for
removal of a director must be signed by twenty per
cent of the members residing in the district from
which he was elected. The board of directors must
call a special meeting of the members residing in
that district to consider the removal of the directors;
and by a vote of the majority of the members of that
district, the director in question shall be removed
from office.
(Source: Laws 1923, p. 286.) |
(805 ILCS 315/17) (from
Ch. 32, par. 456) Sec. 17. Upon demand of one-third of
the entire board of directors, made immediately and
so recorded at the same meeting at which the original
motion was passed, any matter of policy that has
been approved or passed by the board must be referred
to the entire membership or the stockholders for
decision at the next special or regular meeting;
and a special meeting may be called for the purpose.
(Source: Laws 1923, p. 286.) |
(805 ILCS 315/18) (from
Ch. 32, par. 457) Sec. 18. The association and its members may
make and execute marketing contracts, requiring the
members to sell, for any period of time, all or any
specified part of their agricultural products or
specified commodities exclusively to or through the
association, or any facilities to be created by the
association. If they contract a sale to the association,
it shall be conclusively held that title to the products
passes absolutely and unreservedly, except for landlords'
liens and recorded liens, to the association upon
delivery; or at any other specified time if expressly
and definitely agreed in the said contract. The contract
may provide, among other things, that the association
may sell or resell the products delivered by its
members, with or without taking title thereto; and
pay over to its members the resale price, after deducting
all necessary selling, overhead and other costs and
expenses, including interest or dividends on stock,
not exceeding eight (8) per cent per annum, and reserves
for retiring the stock, if any; and other proper
reserves; and or any other deductions.
(Source: Laws 1923, p. 286.) |
(805 ILCS 315/19) (from
Ch. 32, par. 458) Sec. 19. (a) The by-laws or the marketing
contract may fix, as liquidated damages, specific
sums to be paid by the members or stockholders to
the association upon the breach by him or her of
any provision of the marketing contract regarding
the sale or delivery or withholding of products;
and may further provide that the member will pay
all costs, premiums for bonds, expenses and fees,
in case any action is brought upon the contract by
the association; and any of such provisions shall
be valid and enforceable in the courts of this State
and such clauses providing for liquidated damages
shall be enforceable as such and shall not be regarded
as penalties.
(b) In the event of any such breach
or threatened breach of such marketing contract by
a member, the association shall be entitled to injunctive
relief to prevent the further breach of the contract
and to a judgment of specific performance thereof.
Pending the adjudication of such an action and upon
filing a verified complaint showing the breach or
threatened breach, and upon filing a sufficient bond,
the association shall be entitled to a temporary
restraining order and preliminary injunction against
the member.
(Source: P.A. 84-1308.) |
(805 ILCS 315/20) (from
Ch. 32, par. 459) Sec. 20. Whenever an association, organized
hereunder with preferred capital stock, shall purchase
the stock or any property, or any interest in any
property of any person, firm or corporation or association,
it may discharge the obligations so incurred, wholly
or in part, by exchanging for the acquired interest,
shares of its preferred capital stock to an amount
which at par value would equal the fair market value
of the stock or interest so purchased, as determined
by the board of directors. In that case the transfer
to the association of the stock or interest purchased
shall be equivalent to payment in cash for the shares
of stock issued.
(Source: Laws 1923, p. 286.) |
(805 ILCS 315/21) (from
Ch. 32, par. 460) Sec. 21. Each association formed or authorized
to do business in Illinois under this Act shall prepare
and make out an annual report on forms prescribed
by the Director of Agriculture containing the name
of the association; the names and addresses of its
principal officers and directors; its principal place
of business; a general statement of its business
operations during the fiscal year, showing the amount
of capital stock paid up and the number of stockholders
of a stock association or the number of members and
amount of membership fees received, if a non-stock
association; and its balance sheets and income statement
for the most recently completed fiscal year before
the filing of the report.
(Source: P.A. 93-197, eff. 7-14-03.) |
(805 ILCS 315/22) (from
Ch. 32, par. 461) | |
