17-1609

Chapter 17.--CORPORATIONS
Article 16.--COOPERATIVE MARKETING

      17-1609.   Bylaws.Each association incorporated under this act must, within 30 days after itsincorporation, adopt for its government and management a code of bylaws, notinconsistent with the powers granted by this act. Each association under itsbylaws may also provide for any or all of the following matters:

      (a)   The time, place and manner of calling and conducting the associationmeetings. The bylaws may provide that the association may have an office oroffices outside of this state and may hold the association's stockholders' anddirectors' meetings outside of this state.

      (b)   The number or voting power of stockholders or members constituting aquorum.

      (c)   The right of members or stockholders to vote by proxy or by mail orby both, and the conditions, manner, form and effect of such votes.

      (d)   The number of directors constituting a quorum.

      (e)   The qualifications, compensation, and duties and term of office ofdirectors and officers, time of their election, and the mode and manner ofgiving notice thereof.

      (f)   Penalties for violations of the bylaws.

      (g)   The amount of entrance, organization and membership fees, if any;the manner and method of collection of the same and purposes for which theymay be used.

      (h)   The amount which each member or stockholder shall be required to payannually or from time to time, if at all, to carry on the business of theassociation; the charge, if any, to be paid by each member or stockholderfor services rendered by the association to such member or stockholder and thetime of payment and the manner of collection; and the marketing contractbetween the association and the association's members or stockholders whichevery member or stockholder may be required to sign.

      (i)   The number and qualifications of members or stockholders of theassociation and the conditions precedent to membership or ownership ofcommon stock; the method, time and manner of permitting members to withdrawor the holders of common stock to transfer their stock; the manner ofassignment and transfer of the interest of members and of the shares ofcommon stock; the conditions upon which and time when membership of anymember shall cease. The automatic suspension of the rights of a member whensuch member ceases to be eligible to membership in the association, and themode, manner and effect of expulsion of a member; the manner of determining thevalue of a member's interest and provisions for its purchase by the associationupon the death of a member, or forfeiture of such member's membership or at theoption of the association, by conclusive appraisal by the board of directors.

      (j)   The amount of annual dividends which may be paid on the common orpreferred stock, which shall in no case exceed the greater of 8% or thecontract interest rate set forth in subsection (a) of K.S.A. 16-207, andamendments thereto, at the time of issuance, and the manner in which theremainder of the association's profits shall be prorated in the form ofpatronage allocations to the association's several stockholders or members uponsuch member's or stockholder's purchases from, or sales to, the association orupon both such purchases and sales.

      History:   L. 1921, ch. 149, § 9; R.S. 1923, 17-1609; L. 1931, ch. 150,§ 4; L. 1992, ch. 227, § 9; July 1.