Section 2-10-98

Organization with capital stock.

Incorporated associations may be organized under this article with capital stock at the option of the organizers. In that event the association shall be organized by the same method and for the same recording fee as in the case of those associations organized without capital stock, except that the articles of association shall set forth also that the association is organized with capital stock and the amount of capital stock authorized with particulars as to the class or classes thereof and the par value of shares. There shall be no individual liability on the part of shareholders, members, officers or directors for the obligations of the corporation. The articles of association may provide for preferred stock as well as common stock, but all shares shall have a definite par value, and all shares of the same class shall have the same par value. If so divided, the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and extent of the preference and privileges granted to each. No member or stockholder shall be entitled to more than one vote irrespective of the number of shares of stock held by such member or stockholder. No stockholder shall hold more than 20 percent of the common stock. Common stock shall be issued only to and held only by producers of agricultural products who make use of the service and facilities of the association or to agricultural associations, organizations, federations or corporations organized under this article or whose purposes and operations are in harmony with the purposes of this article; provided, that the articles of association may limit the ownership of stock to producers of agricultural products. Dividends upon the capital stock shall not be declared or paid in excess of eight percent per annum. If any shareholder shall cease to be eligible to hold his shares or shall die or shall be dissolved, and if his shares are not promptly transferred to some producer or organization eligible to hold the same, the association shall take up such shares at par value or at the option of the association at appraised value, such value to be conclusively fixed by the board of directors of the association, and the association may pay therefor in cash or by certificate of indebtedness to be thereafter paid from the income of the association. If any shareholder shall attempt to transfer his share except as permitted, such shares may, at the option of the association, be taken up as in the case of the death of a shareholder.

(Acts 1935, No. 220, p. 604; Code 1940, T. 2, §122.)