Mutual Farming or Trucking Associations.

Ala. Code tit. 2, ch. 10, art. 4

in effect

Ala. Code § 2-10-90 Definitions.

2-10-90. Definitions. The following terms, as used in this article, shall have the meanings respectively ascribed to them in this section: (1) PRODUCERS OF AGRICULTURAL PRODUCTS. Individual persons, partnerships, associations and corporations who produce such products either directly or as landlords, tenants or sharecroppers. (2) AGRICULTURAL PRODUCTS. The products of field, pasture, meadow and garden; fruits, melons, berries, nuts, vegetables, livestock, poultry and poultry products, dairy products, fish, aquatic and seafood products and all other things commonly known as agricultural products. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §130; Acts 1973, No. 1134, p. 1915, §2.)

Ala. Code § 2-10-91 Purposes of Article.

2-10-91. Purposes of Article. The purposes of this article are to promote the general welfare of agriculture; to enable producers of agricultural products, whether in the State of Alabama or not, to cooperate in the production, processing, packing, distribution, financing and marketing of agricultural products and in the manufacturing, supplying or selling of machinery, equipment, or supplies used in connection with the production of said agricultural products or in the financing of the above enumerated activities; and 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 cooperative and the general welfare of agriculture. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §115.)

Ala. Code § 2-10-92 How Association May Be Formed; Amendments to Articles of Incorporation.

2-10-92. How Association May Be Formed; Amendments to Articles of Incorporation. Five or more producers of agricultural products, whether in the State of Alabama or not, who may desire that they, their associates and successors shall come under this article 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, its domicile and the purposes for which it was formed and that said association is to be organized or operated under this article. The articles must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments of deeds and conveyances and shall be filed in accordance with the provisions of the general corporation law of this state. When so filed the said articles of incorporation or certified copies thereof shall be received in all the courts of the state and other places as prima facie evidence of the facts contained therein and the due incorporation of such association. Such articles of incorporation may thereafter be altered or amended at any regular meeting of the members or stockholders or at any special meeting called for that purpose, if a quorum, as defined in the bylaws, is present. The amendment must first be approved by two thirds of the directors and then adopted by vote of two thirds of the members present and voting at the meeting. Amendments when so adopted shall be filed in accordance with the general corporation laws of the state. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §116; Acts 1959, No. 592, p. 1480.)

Ala. Code § 2-10-93 Organization Generally; Adoption of Bylaws.

2-10-93. Organization Generally; Adoption of Bylaws. A majority of the organizing members named in the articles of incorporation, at a time and place agreed upon in writing by all the said organizers, or when and where all are present, or upon call of a majority of such organizers upon five days’ notice thereof, in writing, giving the time, place, and purposes of the meeting, mailed or delivered by hand to all of the other said organizing members, may make permanent organization of such corporation and adopt bylaws for the same, which bylaws may thereafter be amended or repealed by the members of such incorporated association in the manner provided in the bylaws. At such organization meeting, the members of the board of directors and such officers as provided for in this article and in the bylaws shall be elected. Each association incorporated under this article shall, within 30 days after its incorporation, adopt for its government and management bylaws not inconsistent with the powers granted in this article. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §117; Acts 1959, No. 592, p. 1480.)

Ala. Code § 2-10-94 Board of Directors.

2-10-94. Board of Directors. The affairs of an association incorporated under this article shall be conducted, controlled and managed by a board of directors of such number, not to be less than five, and with such terms of office as may be provided by the bylaws. The said directors shall be elected by the members or stockholders of the association from their own number. 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 until the next regular meeting of the members of the association. An association may provide a fair remuneration for the time actually spent by its officers and directors in its service. No director, during his term of 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 stock of the association. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §118; Acts 1959, No. 592, p. 1480.)

Ala. Code § 2-10-95 Election and Duties of Officers.

2-10-95. Election and Duties of Officers. The board of directors shall elect from its number a president and one or more vice-presidents. It shall also elect a secretary and a treasurer who need not be directors, and it may combine the two latter offices and designate the combined office as secretary-treasurer. The duties of said officers shall be those usual to like officers in corporations and such other additional duties as may be designated in the bylaws. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §119.)

Ala. Code § 2-10-96 Voting by Mail or Proxy; Fees and Dues.

2-10-96. Voting by Mail or Proxy; Fees and Dues. The bylaws may provide, among other things, for voting by the members by mail or by proxy in writing and for membership fees and dues and shall provide how membership in the incorporated association may be acquired and lost. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §120.)

Ala. Code § 2-10-97 Membership.

2-10-97. Membership. Under the terms and conditions prescribed in its bylaws, an association may admit as members or issue common stock or certificates of membership only to persons engaged in the production of agricultural products, including the lessees and tenants of land used for the production of such products and lessors and landlords who receive as rent part of the crops raised on the leased premises. If a member of a nonstock association shall be other than a natural person, such member may be represented by an individual, associate, officer, manager or member thereof duly authorized in writing. All membership shall be personal to the member and equal in right and shall not be transferable, assignable, vendable, inheritable, devisable or seizable, and each member shall have one vote only. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §121.)

Ala. Code § 2-10-98 Organization with Capital Stock.

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.)

Ala. Code § 2-10-99 Powers of Association.

2-10-99. Powers of Association. An association incorporated under this article shall have the power to: (1) Contract and be contracted with; (2) Borrow and lend money; (3) Issue notes, bonds and other obligations and secure the payment of the same by mortgage or otherwise; (4) Buy, contract for, own, sell, convey, pledge, mortgage and otherwise have, use and dispose of property of all kinds, insofar as not prohibited by law; (5) Promote and carry out the purpose of this article to market the agricultural products of its members, cooperatively in pools or otherwise and collect for the same; (6) Purchase such products from its members; (7) Advance money upon such products to its members; (8) Act as agents for its members; (9) Process, condition, pack, store and otherwise safeguard, care for and make ready for market the agricultural products of its members; (10) Purchase for and distribute to its members and purchase and sell to its members seed, plants, fertilizers, machinery, implements, livestock, feed, chemicals, foodstuffs, materials, supplies, packages, containers, wrappings, labels, tags and any other goods, wares or merchandise necessary or useful in the production, processing, packing, storage, distribution and marketing of agricultural products; (11) Erect, buy, own, rent, operate, manage and control all plants, properties, machinery and installations necessary or useful in processing, conditioning, packing, manufacturing, storing, shipping, distributing and marketing of such products of its members; and (12) Render to its members farm business service. In addition to the foregoing, the articles of incorporation of any association incorporated under this article 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 relating to its affairs. The powers granted in this section shall be possessed by an association or federation organized under this article fully and completely, whether specified in the articles of association. Such incorporated association may render the services mentioned in this section to nonmembers 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 or render farm business service to nonmembers in an amount greater in value than such as are purchased for or rendered to members. All business transacted by any cooperative association for or on behalf of the United States or any agency or instrumentality thereof shall be disregarded in determining the value of member and nonmember business transacted by such association. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §123.)

Ala. Code § 2-10-100 Associations May Federate.

2-10-100. Associations May Federate. Associations incorporated under this article may, in carrying out their purposes, become members of and enjoy the facilities and cooperation 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 purpose of this article. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §124.)

Ala. Code § 2-10-101 How Federation Organized and Managed.

2-10-101. How Federation Organized and Managed. Five or more associations or corporations organized under this article, or whose purposes and operations are in any way promotive of, and not inconsistent with, the purposes of this article, whether incorporated under this article or not, may organize and incorporate a federation with such incorporated associations as members thereof, such incorporated federation to 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 thereto shall be those of an executive officer of each of the constituent associations. The other procedure and details of incorporation shall be the same as provided in this article for the incorporation of the constituent incorporated associations, and the organization meeting and adoption of bylaws shall be by representatives chosen by the respective constituent members for that purpose, one for each member. In the organization and management of such federation, each constituent member shall be entitled to one vote only, and if any constituent member has more than one representative, as members of the board of directors of said federation, such representatives as directors shall jointly have one vote only, it being intended that such a federation may be incorporated under this article as aforesaid for the purposes and with all the rights and powers given by this article to associations of producers of agricultural products under this article. After such federation has been organized and incorporated as provided in this section, agricultural societies, organizations, associations or corporations whose purposes and operation are in any way promotive of, and not inconsistent with, the purposes of this article, whether incorporated under this article or not, and which are accepted by the federation, may become members of such federation, and any such federation may limit its membership to associations incorporated under this article. Such federation may be organized with capital stock, at the option of the organizing associations, and in that event the provisions of this article applying to capital stock organization of incorporated associations shall apply also to such federation, and the management shall be vested in a board of directors of such number as the bylaws may provide, elected by the shareholders. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §125.)

Ala. Code § 2-10-102 Powers of Federation.

2-10-102. Powers of Federation. Any federation incorporated under Section 2-10-101 for the purpose of carrying out the purposes of this article and the rendition of services to its constituent members and their members shall have all the rights, powers, privileges and immunities given its constituent members as an incorporated association under this article. 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. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §126.)

Ala. Code § 2-10-103 Charges for Expenses and Creating Reserve; Patronage Dividends.

2-10-103. Charges for Expenses and Creating Reserve; Patronage Dividends. An association incorporated under this article 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 purpose of this article 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. 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 article, and shall have and enjoy all the rights, privileges and immunities of other corporations not inconsistent with this article. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §127.)

Ala. Code § 2-10-104 Certain Civil Actions Authorized.

2-10-104. Certain Civil Actions Authorized. An association incorporated under this article may institute and defend civil actions and may collect, institute civil actions for and realize on claims for the purchase money of products sold by it for its members or nonmembers, and on claims for freight overcharges on and for loss and damage to shipments made by it for its members or nonmembers for the use and benefit of such persons. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §128.)

Ala. Code § 2-10-105 Permit Fee; Taxation.

2-10-105. Permit Fee; Taxation. Any corporation or association organized under this article shall pay to the state the annual permit fee of $10.00 now required by law and shall pay all ad valorem taxes on its real and personal property; except, that all cotton and all other agricultural products which have been raised or produced in the State of Alabama, title to which may be held by such corporation or association in its own right or for the use and benefit of its members, and all goods and articles purchased or acquired by such corporation, whether in or out of the state, for its own use or for the use and benefit of its members for strictly agricultural or farm purposes in this state, shall, so long as held by such corporation or association, be exempt from taxation, nor shall such corporation be liable for any other license or privilege fee or tax for the purpose of engaging in or transacting business or otherwise in this state. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §129.)

Ala. Code § 2-10-106 Existing Associations May Come Under This Article.

2-10-106. Existing Associations May Come Under This Article. Existing associations may come under this article. Any cooperative association already in existence may by majority vote of the stockholders or its members be brought under the provisions of this article by adopting the restrictions provided in this article and complying with the requirements of this article. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §131.)

Ala. Code § 2-10-107 Fees for Filing Articles of Incorporation.

2-10-107. Fees for Filing Articles of Incorporation. For filing articles of incorporation, an association organized under this article shall pay $5.00 to the probate judge in whose office the same is filed. The Secretary of State for the use of the state shall be paid $5.00 for filing the certificate of incorporation forwarded by the probate judge as provided by law. For filing an amendment to the articles an association shall pay $2.50. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §132.)

Ala. Code § 2-10-108 Incorporated Marketing Association Not Affected.

2-10-108. Incorporated Marketing Association Not Affected. This article shall not amend, repeal or in anywise affect the provisions of article 3 of this chapter, nor any corporation or association formed thereunder. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §133.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026