Agricultural Associations; Conversion to Corporate Form

Miss. Code Ann. tit. 79, ch. 17
in effect

Miss. Code Ann. § 79-17-1 Agriculture classified as primary industry.

Agriculture is the primary industry in the State of Mississippi, and it is in the interest of said state and its inhabitants that agriculture be classified in the manner and for the purposes herein set forth.

Miss. Code Ann. § 79-17-3 A supplementary law.

This chapter is supplementary of and not amendatory or in alteration of any other laws for the accomplishment of any of the purposes herein set forth, and shall apply only to organizations created and operating hereunder.

Miss. Code Ann. § 79-17-5 How may be cited.

This chapter shall be known as the “Agricultural Association Law,” and may be cited as such and may be abbreviated as “A.A.L.”

Miss. Code Ann. § 79-17-7 Purposes.

The purposes of this chapter are to promote the general welfare of agriculture; to enable producers of agricultural products whether in the State of Mississippi or not to co-operate in the productions, processing, packing, distribution, financing and marketing of agricultural products, and the elimination of speculation and waste therein; to enable such producers to organize incorporated associations with or without capital stock and not for profit but for service to their members by the organization and operation of such corporations by a simplified and inexpensive procedure for the promotion and accomplishment of such co-operation and the general welfare of agriculture.

Miss. Code Ann. § 79-17-9 Name of associations incorporated hereunder.

Any such incorporated association shall have a distinctive name, the concluding part of which shall be “A.A.L.” in parentheses; and no organization not created under this chapter, whether incorporated or unincorporated, shall use or have as a part of its name or title the letters “A.A.L.” When any federation shall be organized under this chapter, and shall have adopted as a part of its name any distinctive words which are indicative of its field of service, such as the words “farm bureau,” no person, firm, corporation or association shall be entitled to use such words as a part of its name unless it be a member of such federation; and if any member thereof shall cease to be a member, it shall thereupon be required to change its name so as to eliminate the use of such words therein.

Miss. Code Ann. § 79-17-11 Unlawful use of the words “farm bureau.”

The use of the words “farm bureau” by any person, firm, partnership, association, corporation, or other business enterprise doing business in the State of Mississippi, except by the Mississippi Farm Bureau Federation or its subsidiaries or affiliate associations, shall be unlawful. The use of the words “farm bureau,” either preceded by or followed by the name of any state, county, or town or by any word designating a product, service, activity, or enterprise in the State of Mississippi shall be unlawful; provided, however, this shall not limit nor affect the right of the Mississippi Farm Bureau Federation, or any of its affiliate associations, in the free use of such words. The Mississippi Farm Bureau Federation may authorize its affiliate or associate organizations, services, or activities to use the words “farm bureau” by resolution duly adopted and spread upon the minutes of its board of directors, a certified copy of which shall be filed with the secretary of state before such words shall be used by any other than the Mississippi Farm Bureau Federation. Any person, firm, partnership, association, or corporation violating any of the provisions of this section shall be guilty of a misdemeanor and, upon conviction, fined not less than One Hundred Dollars ($100.00) or imprisoned in the county jail not exceeding six (6) months, or both.

Miss. Code Ann. § 79-17-13 How associations may be formed.

Three (3) or more producers of agricultural products in the State of Mississippi who may desire that they, their associates, and successors shall come under this chapter and enjoy its benefits may enter into articles of association and incorporation, which shall set forth the name of the organization, the period of its existence (which shall be for not more than ninety-nine (99) years), its domicile, and that it is to be organized and operated under this chapter. Such articles shall be in duplicate and signed and acknowledged by all those named therein and filed with the Secretary of State of Mississippi. Upon the receipt of Twenty-five Dollars ($25.00) as a recording fee, the Secretary of State shall file both of said copies, endorsing thereon over his official signature the filing and the date thereof. Thereupon and by such filing and indorsement, said association described in the said articles shall be and become a complete and valid corporation without capital stock and without individual liability on the part of the organizers, their associates and successors, who may become members of such incorporated association, or on the part of the directors and officers of such organization, notwithstanding indebtedness be incurred by said corporation and it be without capital stock. Such articles when so filed shall be the charter of such corporation. Upon the filing and endorsement of the articles as aforesaid, the Secretary of State shall return one (1) of said copies of said articles to said corporation, which shall have the same recorded in the record of charters in the office of the clerk of the chancery court of the county in which the principal office or place of business of such corporation is located, and the Secretary of State shall retain the other copy of said articles for his files and record it and said endorsements thereon in the records of charters in his office. Such articles may be amended by the same procedure except that the proposed amendment shall be signed by two (2) executive officers, only after authority given by the vote of a majority of the members present at any membership meeting duly called and held; provided, however, that notice of such meeting and a statement of the substance of the proposed amendment to the articles of association and incorporation shall be mailed or delivered by hand to all members of the incorporated association at least fifteen (15) days prior to the date of such meeting. The recording fee for an amendment to such articles shall be Twenty Dollars ($20.00).

Miss. Code Ann. § 79-17-15 Organization, officers, bylaws.

A majority of the organizing members named in the articles, at a time and place agreed upon in writing by all of the said organizers or when and where all are present or upon call of a majority of such organizers and upon five (5) days’ notice thereof in writing giving the time, place and purposes of the meeting by United States mail or delivery by hand to all of the others of said organizing members, may make permanent organization of such corporation and adopt bylaws for the same and elect the members of the board of directors and such officers as under the bylaws may be elected by the members. The bylaws so adopted may be amended by the vote of a majority of the members present at any membership meeting duly called and held; provided, however, notice of such meeting and a statement of the substance of the proposed bylaw amendment shall be mailed or delivered by hand to all members of the incorporated association at least fifteen (15) days prior to the date of such meeting.

Miss. Code Ann. § 79-17-17 Board of directors to control affairs.

The affairs of such incorporated association shall be conducted, controlled and managed by a board of directors of such number and with such terms of office as may be provided by the bylaws.

Miss. Code Ann. § 79-17-19 Voting by mail, dues and fees.

The bylaws may provide among other things for voting of the members by mail and for membership fees and dues, and shall provide how membership in the incorporated association may be acquired and lost.

Miss. Code Ann. § 79-17-21 Membership nontransferable.

All memberships shall be personal to the member and equal in right, and shall not be transferable, assignable, vendible, inheritable, devisable, or seizable; and each member shall have one (1) vote only.

Miss. Code Ann. § 79-17-23 Associations with capital stock, etc.

Such incorporated association may be organized with capital stock at the option of the organizers; and it shall in that event 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 the shareholders, members, officers, or directors. Such association may begin business whenever as many as ten (10) members shall have paid for one (1) or more shares of stock each. 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. No stock shall be issued until it shall be paid for in cash or in property or services fairly equal in value to its par value. Common stock and preferred stock enjoying voting rights shall be issued only to, and held by, producers of agricultural products who make use of the services and facilities of the association, or agricultural associations, organizations, federations or corporations organized under this chapter, or whose purposes and operations are in harmony with the purposes of this chapter. But the articles of association may limit the ownership of common stock and preferred stock enjoying voting rights to such producers of agricultural products. Dividends upon the capital stock, common or preferred, shall not be declared or paid in excess of eight percent (8%) per annum. Each share of stock shall entitle the holder thereof to one (1) vote in the management of the association; provided, however, if authorized by the articles of incorporation and association, classes of preferred stock may be issued without voting rights. Shares of nonvoting preferred stock may be issued to any party, whether or not such party is a producer eligible to own common stock or preferred stock which enjoys voting rights. Shares of common stock or of preferred stock which enjoys voting rights shall not be transferable except to producers of agricultural products or organizations to whom they could be issued, and no person shall acquire them by operation of law. If any shareholder of common stock or of preferred stock enjoying voting rights shall cease to be eligible to hold such shares, or shall die, or shall be dissolved, and if such shares be 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. All shareholders shall be members of the association, but there may also be members who are not shareholders. Such additional members shall have no vote in the management of the association; but they shall be entitled to all other benefits of the association equally with members who are shareholders, as if it were organized without capital stock, except that they shall have no right to stock dividends. If any shareholder shall attempt to transfer his shares, except as permitted, such shares may, at the option of the association, be taken up as in case of the death of a shareholder. Upon the dissolution of the association, any assets remaining after the payment of debts and the retiring of outstanding stock at par value shall be distributed in the manner provided in the bylaws of the incorporated association.

Miss. Code Ann. § 79-17-25 Powers of association.

Such incorporated association shall have the power to contract and be contracted with, borrow and lend money, issue notes, bonds and other obligations, and secure the payment of the same by mortgage or otherwise, contract for, own, sell, convey, pledge, mortgage, buy and otherwise have, use, and dispose of property of all kinds not prohibited by law; to promote and carry out the purposes of this chapter, to grow and market the agricultural products of its members, cooperatively in pools and otherwise, and collect for the same, to purchase such products from its members; to advance money upon such products to its members, to act as agent for its members, to process, condition, pack, store, and otherwise safeguard, care for, and make ready for market the agricultural products of its members, to purchase for the distribution to its members, and purchase for and sell to its members, seed, plants, fertilizer, machinery, necessary fuel, implements, livestock, feed, chemicals, foodstuff, materials, supplies, packages, containers, wrapping, labels, tags, and any other products, wares, merchandise, and any and all other commodities necessary or useful in the production, processing, packing, storage, distributing and marketing of agricultural products, and beautifying and making more attractive and comfortable home and farm properties; and in the growing, distributing, transporting and marketing of agricultural products, electric light poles, cross arms, fruit trees, ornamental shrubs and plants, and any and all material, commodities or supplies necessary or useful in the growing, transporting, distributing, marketing, and processing farm products, and in extending, encouraging, and cooperating with the Tennessee Valley Association in the promotion of agricultural pursuits, and in locating, aiding and encouraging manufacturing enterprises, and the improving of agricultural communities and conditions of the state; to erect, buy, own, rent, operate, manage or control all plants, properties, machinery, supplies, materials, commodities and installations necessary or useful in processing, conditioning, packing, manufacturing, storing, shipping, distributing, transporting, marketing and producing such products, and in aiding and encouraging the locating, promoting and supplying of manufacturing enterprises, and for the beautifying and making more comfortable and attractive home and farm properties, and in assisting, extending, and cooperating with the Tennessee Valley Authority in the distribution and sale of electrical supplies of all kinds and character. Any provision of any law which otherwise would be in conflict with this chapter, or with the powers herein conferred, shall not be construed as applying to the associations herein provided for; and all laws heretofore or hereafter enacted in conflict with any of the provisions hereof shall be construed as not applying to associations of this character, if to construe otherwise would tend to limit, restrict, prohibit, or penalize the associations herein authorized to be organized. Provided, that such interpretation and construction shall be strictly limited to bona fide cooperative associations, and that nothing herein contained is intended nor shall be construed so as to permit any person, firm and/or corporation to engage in any business for the personal profit and gain of said person, firm and/or corporation and not as a strictly cooperative association, and escape liability for taxes or other legal exactions by assuming or claiming the form or guise of a cooperative association. Any association heretofore or hereafter organized under the provisions of Chapters 17, 19, and 21 of Title 79, Mississippi Code of 1972, is hereby authorized and empowered to organize and operate such branch associations as it may deem necessary or useful in carrying out the purposes of this chapter. Such branch associations shall be located at such places as the directors may deem proper, and shall be under the supervision, control and management of the officers and directors of the parent association; and members of such branch associations may or may not be shareholders, but all members of branch associations shall be entitled to the same benefits and privileges as are permitted and enjoyed by members of the parent association. 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 its 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 relative to its affairs. The powers herein granted shall be possessed by an association or federation organized hereunder fully and completely, whether specified in the articles of association or not, unless expressly eliminated by the articles of association. Such incorporated association may render the services mentioned in this section to producers of agricultural products who are not members thereof as well as to members, provided that no such incorporated association shall deal in the agricultural products of nonmembers to an amount greater in value than such as are handled by it for members, and that no such incorporated association shall purchase supplies and equipment for nonmembers in an amount greater in value than such as are purchased for members. Whenever such incorporated association shall market the products of, purchase supplies or equipment for, or render other services to nonmembers, such nonmember patrons shall be treated on the same basis as members in that the same charges and deductions shall be made against them as against members for like services, and that they shall be entitled to receive patronage dividends and distributions equally with members on account of like services rendered by such association to them during the period of time for which such patronage dividends or distributions are made, but as to nonmembers such patronage dividends and distributions may be paid as a credit toward the purchase of stock or the payment of a membership fee, at the option of such association.

Miss. Code Ann. § 79-17-27 Charges for expenses and creating reserve.

Such incorporated association may make charges to its members and deductions from the proceeds of their products for services rendered to them for the purpose of paying the expenses of operation and the maintenance and development of such association, and for the creation and maintenance of reserves for the purpose of paying expenses, retiring obligations, acquiring, maintaining and operating property necessary or useful in carrying out the purposes of this chapter and for caring for contingencies, and such reserves may be used or distributed as may be deemed proper by the board of directors under the bylaws; and such corporation may make patronage dividends or distributions to its members and may do any and all things not unlawful in carrying out the purposes of this chapter, and shall have and enjoy all the rights, privileges and immunities of other corporations not inconsistent with this chapter.

Miss. Code Ann. § 79-17-29 Certain suits authorized.

Such incorporated association may sue and be sued; and may collect, sue for and realize on claims for the purchase money of products sold by it for its members and/or nonmembers, and on claims for freight overcharges on, and for loss and damage to, shipments made by it for its members and/or nonmembers, for the use and benefit of such persons.

Miss. Code Ann. § 79-17-31 Associations may federate.

Such associations incorporated hereunder may, in carrying out their purposes, become members of and enjoy the facilities and co-operation of any federation whose members are agricultural societies, organizations or associations, whose purposes and operations are in any way promotive of and not inconsistent with the purposes of this chapter.

Miss. Code Ann. § 79-17-33 How federation managed.

Five (5) or more associations or corporations organized under this chapter, or whose purposes and operations are in any way promotive of, and not inconsistent with, the purposes of this chapter, whether incorporated hereunder or not, may organize and incorporate a federation of such incorporated associations as members thereof. Such incorporated federation shall be managed by a board of directors to be composed of representatives of such constituent member associations. The articles of association and incorporation for such federation shall contain the names of the constituent member associations, and the signatures and acknowledgments thereto shall be by an executive officer of each of the constituent associations; and the other procedure and details of incorporation shall be the same as herein provided for the incorporation of the constituent incorporated associations. The organization meeting and adoption of bylaws shall be by representatives chosen by the respective constituent members for that purpose, one (1) for each member. In the organization and management of such federation each constituent member shall be entitled to one (1) vote only, and if any constituent member has more than one (1) representative as members of the board of directors of said federation, such representatives as directors shall jointly have one (1) vote only, it being intended that such a federation may be incorporated hereunder as aforesaid for the purposes and with all the rights and powers herein given to associations of producers of agricultural products hereunder. After such federation has been organized and incorporated as provided herein, agricultural societies, organizations, associations or corporations, whose purposes and operations are in any way promotive of, and not inconsistent with, the purposes of this chapter, whether incorporated under this chapter or not, may become members of such federation, and are accepted by the federation; and any such federation may limit its membership to associations incorporated under this chapter. Such federation may be organized with capital stock at the option of the organizing associations, and in that event the provisions of this chapter applying to capital stock organization of incorporated associations shall apply also to such federation, but in addition the common stock thereof shall be owned only by member associations. And the management shall be vested in a board of directors of such number as the bylaws may provide, elected by the shareholders. Such federation may begin business as soon as the organizing associations have paid for at least one (1) share of stock each. The representatives of the member associations in the case of non-stock federations, and the directors of capital stock federations, need not be producers of agricultural products, shareholders or members of the constituent members.

Miss. Code Ann. § 79-17-35 “Producers” defined.

Producers of agricultural products herein mentioned shall include individual persons, partnerships, associations and corporations who produce such products either directly or as landlords, tenants or share-croppers.

Miss. Code Ann. § 79-17-37 Powers of federation.

Any such federation incorporated hereunder for the purpose of carrying out the purposes of this chapter and the rendition of services to its constituent members and their members shall have all the rights, powers, privileges and immunities herein given its constituent members as an incorporated association hereunder. The members of the constituent members of such federation shall be treated as members of the federation to the extent that services rendered to them by the federation shall be considered to be rendered to its own members. Each incorporated association or federation organized hereunder shall be exempt from the payment of income and franchise taxes, and shall be exempt from the payment of sales taxes on all agricultural products and products of the farm, grove, or garden grown in Mississippi. All exemptions applying to agricultural products grown in Mississippi in the possession or under the control of the producer shall apply similarly and completely to such products when delivered by the producer to such association or federation, and while in its possession or under its control or owner of it. All shares of stock in any federation or association organized under this chapter shall be exempt from ad valorem taxation. Dividends or other net earnings paid to the holders of such stock, or to members of such federation or association, however, shall not be exempt from income taxation in the hands of such shareholder or member.

Miss. Code Ann. § 79-17-39 “Agricultural products” defined.

Agricultural products as herein defined shall include the products of field, pasture, meadow and garden, and fruits, melons, berries, nuts and vegetables, live stock, poultry and poultry products, dairy products and all other things commonly known as agricultural products.
Source: Public.Resource.Org MS CodeURL: https://unicourt.github.io/cic-code-ms/transforms/ms/ocms/r78/gov.ms.code.title.79.htmlFetched: 10/18/2026

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