COOPERATIVE CORPORATIONS AND ASSOCIATIONS

KRS tit. XXIII, ch. 272

in effect

KRS 272.010 Definitions

272.010. Definitions (1) As used in KRS 272.020 to 272.044: (a) "Cooperative corporation" means a business concern that distributes the net profit of its business by first paying a fixed dividend upon its stock, if any, and then prorating the remainder of its profits as patronage refunds to its stockholders, members or customers, as provided in bylaws; (b) "Patronage refund" means the portion of net profit returned to member patrons or to all patrons in proportion to their patronage. In the case of an employee cooperative in which only employees are voting members, "patronage" means the amount or value of work performed by an employee, as provided in bylaws; (c) "Stockholder" means the holder of voting stock in a cooperative corporation organized with shares; (d) "Member" means the holder of a membership in a cooperative corporation organized with memberships; (e) "Membership" means a lifetime payment made to a cooperative corporation to secure or provide services, not made in expectation of dividend or profit, and without any redemption value except at time of dissolution. The articles of incorporation or bylaws may specify the conditions under which a membership may be terminated; (f) "Nonprofit basis" means that no part of the income or profit of the cooperative corporation is distributable to its members, directors or officers except in the form of patronage refunds; (g) "Entity" includes a domestic or foreign corporation and corporation; not-for- profit corporation; profit and not-for-profit unincorporated association; business or statutory trust; estate; partnership; limited partnership; limited liability company; trust; two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government; (h) "Name of record with the Secretary of State" means any real, fictitious, reserved, registered, or assumed name of a business entity; and (i) "Real name" shall have the meaning set forth in KRS 365.015. (2) As used in KRS 272.360 to 272.510, unless the content for such requires otherwise, the term: (a) "Livestock" shall mean sheep, cattle, hogs, horses, jacks, mules, poultry, or any other animal or bird commonly kept on the farm; (b) "Farmer" shall mean any individual, firm, partnership, limited partnership, limited liability company, corporation, or farm management group which derives a portion or all of its income from the production of live stock domiciled on a farm within the Commonwealth; (c) "Member" shall include actual members of the association organized under KRS 272.360 to 272.510; (d) "Association" means any corporation organized under KRS 272.360 to 272.510; and (e) "Department" shall mean the Department of Agriculture. (3) Associations organized under KRS 272.360 to 272.510 shall be termed nonprofit inasmuch as they are not organized to make profit for themselves. Effective: January 1, 2011 History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 75, effective July 15, 2010; and amended ch. 151, sec. 135, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 75, effective June 26, 2007. -- Amended 1986 Ky. Acts ch. 393, sec. 1, effective July 15, 1986. -- Amended 1966 Ky. Acts ch. 208, sec. 36. -- Amended 1942 Ky. Acts ch. 88, sec. 2. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883d-1, 883f-2. Legislative Research Commission Note (1/1/2011). This section was amended by 2010 Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear in conflict, therefore, they have been codified together. Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section." Legislative Research Commission Note (6/26/2007). 2007 Ky. Acts ch. 137, sec. 75, subsection (1)(i) cited "Section 164 of this Act." It is apparent from context that the section referred to should have been Section 163 of the Act, KRS 365.015. The Reviser of Statutes has made this change under the authority of KRS 7.136.

KRS 272.011 Renumbered as KRS 272.1001

KRS 272.020 Organization of cooperative corporation - Officers -- Votes -- Quorum

272.020. Organization of cooperative corporation - Officers -- Votes -- Quorum (1) Any three (3) or more persons who are residents of this state may organize a cooperative corporation to conduct any agricultural, dairy, mercantile, mining, manufacturing, mechanical, service, or other lawful business, except organizations subject to any of the provisions of the banking laws of this state. (2) The cooperative corporation shall be organized with shares or with memberships, as provided in articles of incorporation. (3) The directors of the cooperative corporation shall be elected by the stockholders or members at such times and for such term of office as the bylaws prescribe, and shall hold office until their successors are elected. A majority of the stockholders or members at any regular or special stockholders' or members' meeting, legally called, may remove any director or official for cause, and fill the vacancy. (4) There shall be a president, one (1) or more vice presidents, and a secretary and treasurer, or secretary treasurer, elected annually by and from the directors. (5) No stockholder or member, regardless of the number of shares he may own, shall have more than one (1) vote upon any proposition. (6) The articles of incorporation or bylaws of a cooperative corporation may prohibit voting by proxy or voting trusts. (7) Unless otherwise provided in the articles of incorporation or bylaws, a majority of the stockholders or members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders or members. In no event shall a quorum consist of less than one-third (1/3) of the stockholders or members entitled to vote, except that the articles of incorporation or bylaws of a cooperative corporation which prohibits both proxies and voting trusts may provide for a lower quorum; but in no event shall the quorum be set lower than one-tenth (1/10) of the stockholders or members entitled to vote or twenty (20) such stockholders or members, whichever is less. Effective: July 15, 1986 History: Amended 1986 Ky. Acts ch. 393, sec. 2, effective July 15, 1986. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. secs. 883d-1, 883d-5, 883d-6.

KRS 272.030 Reserve fund

272.030. Reserve fund By a vote of at least two-thirds (2/3) of the stockholders or members, and after the payment of a fixed dividend upon its stock, but before the profits are prorated, any cooperative corporation may create a reserve fund by setting aside each year ten percent (10%) to twenty-five percent (25%) of the remainder of the net profits of its business. Effective: July 15, 1986 History: Amended 1986 Ky. Acts ch. 393, sec. 3, effective July 15, 1986. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883d-7.

KRS 272.040 Cooperative companies may adopt KRS 272.020 to 272.044 -- Filing fee

272.040. Cooperative companies may adopt KRS 272.020 to 272.044 -- Filing fee Any cooperative company may become subject to the provisions of KRS 272.020 to 272.044 by filing with the Secretary of State a declaration signed and sworn to by the president and secretary that the company, by a majority vote of its stockholders or members, has decided to adopt KRS 272.020 to 272.044. There shall be paid to the Secretary of State a fee of two dollars ($2) for filing the declaration. Effective: January 1, 2011 History: Amended 2010 Ky. Acts ch. 151, sec. 136, effective January 1, 2011. -- Amended 1986 Ky. Acts ch. 393, sec. 4, effective July 15, 1986. -- Amended 1946 Ky. Acts ch. 141, sec. 14. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883d-8.

KRS 272.042 KRS provisions applicable to various cooperative corporation organizations

272.042. KRS provisions applicable to various cooperative corporation organizations Unless otherwise provided in KRS 272.010(1) and KRS 272.020 to 272.044, a cooperative corporation organized with shares shall be subject to the provisions of KRS Chapter 271B, and a cooperative corporation organized with memberships and operated on a nonprofit basis shall be subject to the provisions of KRS 273.161 to 273.390. Effective: January 1, 2011 History: Amended 2010 Ky. Acts ch. 151, sec. 137, effective January 1, 2011. -- Created 1986 Ky. Acts ch. 393, sec. 5, effective July 15, 1986.

KRS 272.044 Applicability of KRS 272.010(1) and 272.020 to 272.044

272.044. Applicability of KRS 272.010(1) and 272.020 to 272.044 The provisions of KRS 272.010(1) and 272.020 to 272.044 are applicable only to cooperative associations organized under KRS 272.020 to 272.044. Effective: January 1, 2011 History: Amended 2010 Ky. Acts ch. 151, sec. 138, effective January 1, 2011. -- Created 1986 Ky. Acts ch. 393, sec. 6, effective July 15, 1986.

KRS 272.050 Repealed, 2011

272.050. Repealed, 2011 Catchline at repeal: Limited use of word "cooperative." History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 76, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 76, effective June 26, 2007. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883d-9.

KRS 272.060 Repealed, 1966

272.060. Repealed, 1966 Catchline at repeal: Reversion of unclaimed distributions. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Created 1958 Ky. Acts ch. 5, sec. 1.

KRS 272.100 Repealed, 1966

272.100. Repealed, 1966 Catchline at repeal: Who may organize; information furnished. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-3, 883f-5.

KRS 272.101 Purpose of law

272.101. Purpose of law In enacting KRS 272.1001, 272.101 to 272.341, it is the intention of the General Assembly to promote, foster and encourage the intelligent and orderly production and marketing of agricultural products through cooperation, to eliminate speculation and waste, to make the distribution of agricultural products between producer and consumer as direct as can be efficiently done, and to stabilize the marketing of agricultural products and to provide for the organization and incorporation of agricultural cooperative associations. Effective: July 13, 1984 History: Amended 1984 Ky. Acts ch. 111, sec. 115, effective July 13, 1984. -- Created 1966 Ky. Acts ch. 208, sec. 1.

KRS 272.110 Repealed, 1966

272.110. Repealed, 1966 Catchline at repeal: Powers of the association. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-4, 883f-6.

KRS 272.111 Association -- Purposes

272.111. Association -- Purposes An association may be organized to engage in any activity in connection with the production, harvesting, marketing, selling, preserving, drying, processing, canning, packing, grading, storing, handling, shipping or utilization of the agricultural products owned, leased, handled or marketed by its members and other farmers, with the manufacture or marketing of the by-products thereof, in connection with the manufacturing, selling, or supplying to its members and other farmers of machinery, equipment or supplies, in the financing of the above-enumerated activities, in performing or furnishing services of economic or educational nature, on a cooperative basis for those engaged in agriculture, or in any one or more of the activities specified herein. Effective: July 13, 1984 History: Amended 1984 Ky. Acts ch. 111, sec. 116, effective July 13, 1984. -- Amended 1972 Ky. Acts ch. 112, sec. 2. -- Created 1966 Ky. Acts ch. 208, sec. 4.

KRS 272.120 Repealed, 1966

272.120. Repealed, 1966 Catchline at repeal: Members of the association. History: Repealed 1966, Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-7.

KRS 272.121 Who may organize -- Information as to probable success

272.121. Who may organize -- Information as to probable success (1) Five (5) or more persons engaged in the production of agricultural products, or one or more associates of such producers, may form an association, with or without capital stock. (2) The dean of the College of Agriculture of the University of Kentucky shall, upon request, inform any association or group of persons contemplating the organization of an association what the results of a survey of the economic conditions affecting the commodities or service proposed to be handled indicate regarding probable success. History: Amended 1972 Ky. Acts ch. 112, sec. 3. -- Created 1966 Ky. Acts ch. 208, sec. 3.

KRS 272.130 Repealed, 1966

272.130. Repealed, 1966 Catchline at repeal: Articles of incorporation; contents; filing; subscriptions to and issuance of capital stock. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Amended 1960 Ky. Acts ch. 133, sec. 1. -- Amended 1946 Ky. Acts ch. 141, sec. 25. -- Amended 1944 Ky. Acts ch. 48, sec. 1. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-8.

KRS 272.131 Articles of association, contents -- Filing effect

272.131. Articles of association, contents -- Filing effect (1) The articles of incorporation of each association shall state: (a) The name of the association that satisfies KRS 14A.3-010; (b) The purposes for which it is formed; (c) The place where its principal business will be transacted; (d) The period of duration, which may be perpetual. When the articles of incorporation fail to state the period of duration, it shall be considered perpetual. Any association heretofore or hereafter organized for a period less than perpetual, may, by amendment to its articles of incorporation, extend the period of its duration for a specified period or perpetually; (e) The names and addresses, not less than five (5), of those who are to serve as directors for the first term or until the election of their successors; (f) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members in accordance with the general rules. These provisions of the articles of incorporation shall not be altered, amended, or repealed except by the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by members present in person, or by proxy, if permitted by the bylaws, and voting thereon at any regular or special meeting; and (g) If organized with capital stock, the authorized amount of the stock and the number of shares into which it is divided and the par value thereof. Capital stock may be divided into preferred and common stock. 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 the privileges granted to each. No specific amount of the capital stock authorized is required to be subscribed before the association may transact business with other than its members; the board may determine the amount of capital stock to be issued as the business of the association may justify or demand, from time to time, within the amount of the total authorization. (2) The articles of incorporation 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 with respect to its members, officers, or directors, and any other provisions relating to its affairs; but nothing set forth in this section shall be construed as limiting any of the rights or powers otherwise given to such associations. (3) The articles of incorporation must be subscribed by the incorporators and acknowledged by one (1) of them before an officer authorized by the laws of this state to take and certify acknowledgments of deeds and conveyances; and shall be filed and recorded in accordance with the statute relating to corporations generally; and 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 the association. A copy of the articles of incorporation, indorsed by the Secretary of State with the fact and time of recording in his office, shall be filed with the dean of the College of Agriculture of the University of Kentucky and with the Commissioner of the Department of Agriculture. Effective: January 1, 2011 History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 77, effective July 15, 2010; and repealed, reenacted, and amended ch. 151, sec. 57, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 77, effective June 26, 2007. -- Amended 1984 Ky. Acts ch. 111, sec. 117, effective July 13, 1984. -- Created 1966 Ky. Acts ch. 208, sec. 5. Legislative Research Commission Note (1/1/2011). This section was repealed, reenacted, and amended by 2010 Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together. Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section."

KRS 272.140 Repealed, 1966

272.140. Repealed, 1966 Catchline at repeal: Amendment to articles; filing fees for articles or amendments. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Amended 1960 Ky. Acts ch. 133. sec. 2. -- Amended 1946 Ky. Acts ch. 141, sec. 26. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-8, 883f-9, 883f-32.

KRS 272.141 Amendments to articles, how made -- Contents -- Filing

272.141. Amendments to articles, how made -- Contents -- Filing (1) Amendments to the articles of incorporation shall be made in the following manner: The board shall by an affirmative vote of not less than two-thirds (2/3) of its members, present and voting at any regular or special meeting, adopt a resolution approving the proposed amendment and directing that the proposed amendment be submitted to a vote of the association members at any annual or special meeting duly called. Written or printed notice setting forth the proposed amendment, or a summary of the changes to be effected thereby, shall be given to each member of the association entitled to vote at any such meeting, within the time and in the manner provided in KRS 272.161. The proposed amendment, or amendments, shall be adopted by the affirmative vote of not less than a majority of the votes entitled to be cast by the members present in person, or by proxy (if permitted by the bylaws), and voting at any such meeting. (2) Notwithstanding the provisions of subsection (1) of this section, an amendment whose only effect is to extend an association's period of duration may be adopted by the affirmative vote of not less than two-thirds (2/3) of the directors present and voting at any duly called board meeting, and shall become effective when signed and acknowledged by the chairman, or other presiding officer, of the board and filed and recorded pursuant to KRS 272.131. (3) The articles of amendment shall set forth: (a) The name of the association; (b) The amendment adopted; (c) A statement setting forth the date of the meeting of the board at which the amendment or amendments were approved; that the meeting was duly called and that a quorum was present; and that a resolution approving the proposed amendment, or amendments, received an affirmative vote of not less than two- thirds (2/3) of the members of the board present and voting at such meeting; (d) A statement setting forth the date of the meeting of the members of the association at which the amendment was adopted; that the meeting was duly called and that a quorum was present; and that such amendment received an affirmative vote of not less than a majority of the votes entitled to be cast by members present in person, or by proxy (if permitted by the bylaws), and voting at such meeting. (4) For the recording of articles of incorporation or amendments thereto by the Secretary of State and county clerk, and for the issuance of a certificate of incorporation or certificate of amendment by the Secretary of State, an association shall pay the same fees as are provided for such services in the statutes relating to corporations generally. (5) A copy of the articles of amendment indorsed by the Secretary of State with the fact and time of recording in his office, shall be filed with the dean of the College of Agriculture of the University of Kentucky, and with the Commissioner of the Department of Agriculture. Effective: July 13, 1984 History: Amended 1984 Ky. Acts ch. 111, sec. 118, effective July 13, 1984. -- Amended 1978 Ky. Acts ch. 384, sec. 446, effective June 17, 1978. -- Created 1966 Ky. Acts ch. 208, sec. 6.

KRS 272.145 Repealed, 1966

272.145. Repealed, 1966 Catchline at repeal: Effect of amendment to extend corporations duration. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Created 1960 Ky. Acts ch. 133, sec. 3.

KRS 272.150 Repealed, 1966

272.150. Repealed, 1966 Catchline at repeal: Bylaws of Association. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Amended 1942 Ky. Acts ch. 11, secs. 1 and 2. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-10.

KRS 272.151 Bylaws, adoption, contents -- Withdrawal of member -- Rights -- Amendment of bylaws

272.151. Bylaws, adoption, contents -- Withdrawal of member -- Rights -- Amendment of bylaws (1) Each association shall within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws. The affirmative vote of not less than two-thirds (2/3) of the members present and voting at a meeting, of which reasonable notice of the proposed bylaws shall have been given, is sufficient to adopt such bylaws. (2) An association in its bylaws may provide for any, or all, of the following: (a) The time, place, and manner of calling and conducting its meetings. (b) The number of members constituting a quorum. (c) The right of members to vote by proxy or by mail, or by both, and the conditions, manner, form, and effects of such votes. (d) The number of directors constituting a quorum. (e) The offices, qualifications, compensations, duties and terms 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 bylaws. (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 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 directly or by utilization of retained earnings for services rendered by the association to him, and the time of payment and the manner of collection; and the marketing agreement between the association and its members, which every member may be required to sign. (i) The number and qualification of members of the association and the conditions precedent to membership; the method, time, and manner of permitting members to withdraw; the manner of assignment and transfer of the interest of members, and of stock; the conditions upon which, and the 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 mode, manner, and effect of the expulsion of a member, 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 upon the expulsion of a member or forfeiture of his membership, or at the option of the association, by conclusive appraisal by the board. (3) Unless provided otherwise in an association's bylaws, the board shall equitably and conclusively appraise the value of a withdrawing or expelled member's property interest in the association and shall fix the amount thereof in money and shall determine the manner in which the association shall pay the member the value of his interest. (4) The bylaws of an association may be amended, changed, or altered at any time by the affirmative vote of not less than two-thirds (2/3) of the members of the board present and voting at any regular or special meeting of the board of directors duly called and held. History: Amended 1968 Ky. Acts ch. 148, sec. 2. -- Created 1966 Ky. Acts ch. 208, sec. 8.

KRS 272.160 Repealed, 1966

272.160. Repealed, 1966 Catchline at repeal: General and special meetings; how called. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-11.

KRS 272.161 Meetings, notice

272.161. Meetings, notice An association may provide in its bylaws for one or more regular meetings each year. Special meetings of the members of the association may be called by the board; it shall be the board's duty to call such meetings when ten percent (10%) of the members of the association file with the association secretary a petition demanding a special meeting and specifying the business to be considered at such meeting. Regular or special meetings may be held within or without the state. Notice of all meetings, except as otherwise provided by law or in the articles of incorporation or bylaws, shall be mailed to each member at least ten (10) days prior to the meeting, and in case of special meetings the notice shall state the purposes for which it is called, but the bylaws may provide that all notices, except of proposed amendments to the articles of incorporation, may be given by publication in a periodical or newsletter published by or for the association of which substantially all its members are recipients, or in newspapers whose combined circulation is general in the territory in which the association operates. Effective: July 13, 1984 History: Amended 1984 Ky. Acts ch. 111, sec. 119, effective July 13, 1984. -- Created 1966 Ky. Acts ch. 208, sec. 9.

KRS 272.170 Repealed, 1966

272.170. Repealed, 1966 Catchline at repeal: Directors; election; vacancy; compensation; executive committee. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-12.

KRS 272.171 Board of directors -- Election -- Vacancies -- Compensation -- Executive committee -- Action taken without meeting

272.171. Board of directors -- Election -- Vacancies -- Compensation -- Executive committee -- Action taken without meeting (1) The affairs of the association shall be managed by a board of not less than five (5) directors, elected by the members from their own number or from the members of any member-association except as provided in subsection (3) of this section. (2) The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to these districts, either directly or by district delegates elected by the members in that district. In that case the bylaws shall specify the number of directors to be elected by each district, the method of apportioning the directors and of districting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to elect the directors and that the result of primary elections may be ratified by the next regular meeting of the members of the association or may be considered final as to the association. (3) The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. These directors shall represent primarily the interest of the general public in the association. The director appointed need not be a member of the association, but shall have the same rights as other directors. Such directors shall not number more than one-fifth (1/5) of the entire number of directors. (4) When a vacancy on the board occurs other than by expiration of term, the remaining members of the board shall fill the vacancy for the unexpired term or until the next regular or special meeting of the members, whichever occurs first, by an affirmative vote of not less than a majority of those members present and voting at a duly called regular or special meeting. If the bylaws provide for an election of directors by district, the board shall immediately call a special meeting of the members in that district to fill the vacancy. (5) 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 of the association or others, or differing from terms generally current in that district. (6) The bylaws may provide for an executive committee and may allot to it all the functions and powers of the board, subject to the general direction and control of the board. (7) Unless otherwise restricted by the articles of incorporation, or bylaws, any action required or permitted to be taken at any meeting of the board or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee. (8) Every director of a corporation, by acceptance of election or appointment as a director, including by service, shall be deemed to have consented to the jurisdiction of the courts of the Commonwealth of Kentucky for any action by, in the name of, or on behalf of the corporation. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 97, effective July 12, 2012. -- Amended 1972 Ky. Acts ch. 112, sec. 4. -- Created 1966 Ky. Acts ch. 208, sec. 11.

KRS 272.180 Repealed, 1966

272.180. Repealed, 1966 Catchline at repeal: Election of officers. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-13.

KRS 272.181 Officers

272.181. Officers The board shall elect from their number a president and one (1) or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association. The two (2) offices of secretary and treasurer may be combined in one (1) person. The treasurer may be a bank or other depository, and as such shall not be considered as an officer but as a function of the board and the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only as authorized by the board. The bylaws of the association may authorize the creation and fix the responsibilities of any other office. Every officer of a corporation, by acceptance of election or appointment as an officer, including by service, shall be deemed to have consented to the jurisdiction of the courts of the Commonwealth of Kentucky for any action by, in the name of, or on behalf of the corporation. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 98, effective July 12, 2012. -- Created 1966 Ky. Acts ch. 208, sec. 1.

KRS 272.190 Repealed, 1966

272.190. Repealed, 1966 Catchline at repeal: Membership certificate; when issued; voting; liability; limitations on transfer and ownership. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-14.

KRS 272.191 Who may become members

272.191. Who may become members (1) Under terms and conditions prescribed in its bylaws, an association may admit as members (or issue voting stock to) only persons engaged in the production of agricultural products, including tenants and landlords who receive any part of the crop raised on the leased premises or one or more associations of such producers. An association or foreign association may be the sole member or holder of all the voting stock of an association or of a foreign association. (2) If any member of an association organized or brought hereunder be other than a natural person, such member may be represented by an individual, delegate, associate, officer, or member thereof, duly authorized in writing. (3) Associations organized hereunder may become members of other associations. History: Amended 1972 Ky. Acts ch. 112, sec. 5. -- Created 1966 Ky. Acts ch. 208, sec. 10.

KRS 272.200 Repealed, 1966

272.200. Repealed, 1966 Catchline at repeal: Removal of officer or director. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-15.

KRS 272.201 Membership certificate -- Capital stock -- Payment for -- Voting rights -- Purchase or redemption of stock

272.201. Membership certificate -- Capital stock -- Payment for -- Voting rights -- Purchase or redemption of stock (1) When a member of an association established without capital stock has paid the membership fee in full, the member shall receive notice of such membership whether by a certificate of membership, letter, or otherwise. Such membership shall not be transferable except as may be prescribed in the articles of incorporation and bylaws of the association. (2) No association shall issue capital stock until it has been fully paid for. Promissory notes may be accepted by an association as full or partial payment. An association may hold the stock as security for the payment of the note, but retention as security shall not affect a member's right to vote. (3) An association, in its bylaws, may limit the amount of voting stock which one (1) member may own. No member of an association composed solely of producers of agricultural products shall be allowed to control more than forty-nine percent (49%) of such association's voting power. (4) An association, in its bylaws, may provide that no member shall have more than one (1) vote. (5) An association organized under KRS 272.101 to 272.341 whose members are one (1) or more associations may determine by its bylaws the number of votes to which each member-association is entitled and provide for the appointment or election of delegates to cast the votes and to represent the member-associations at all membership meetings. (6) An association organized with stock may issue preferred stock, with or without the right to vote. Such stock may be redeemable or retirable by the association on terms and conditions provided for by the articles of incorporation and printed on the face of the certificate. (7) The voting stock of an association shall be transferable only to persons engaged in the production of agricultural products or to associations of such persons. Such restrictions must be printed upon every certificate of voting stock. (8) Except when its debts exceed fifty percent (50%) of its assets, an association may purchase for cash its capital stock at book value or par value, whichever is less, and may call such stock for redemption on the same basis pursuant to a plan for rotating ownership of such stock set forth in its articles of incorporation or in its bylaws. The determination of book value by the board of directors shall be incontestable except for fraud. Effective: July 15, 2010 History: Amended 2010 Ky. Acts ch. 133, sec. 13, effective July 15, 2010. -- Amended 1972 Ky. Acts ch. 112, sec. 6. -- Created 1966 Ky. Acts ch. 208, sec. 13.

KRS 272.203 Liability of shareholder or member

272.203. Liability of shareholder or member (1) A purchaser from an association of its own shares shall not be liable to the association or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (2) Unless otherwise provided in the articles of incorporation, a shareholder or a member of an association shall not be personally liable for the acts or debts of the association, except that he or she may become personally liable by reason of his or her own acts or conduct. Effective: July 15, 2010 History: Created 2010 Ky. Acts ch. 133, sec. 3, effective July 15, 2010.

KRS 272.205 Member may withdraw on amendment of articles

272.205. Member may withdraw on amendment of articles When an amendment to the articles of incorporation is adopted pursuant to subsection (2) of KRS 272.141, such an amendment shall be without prejudice to the right of any member or stockholder to withdraw from the association as permitted by subsection (2) of KRS 272.151. History: Created 1966 Ky. Acts ch. 208, sec. 7.

KRS 272.210 Repealed, 1966

272.210. Repealed, 1966 Catchline at repeal: Referendum. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-16.

KRS 272.211 Powers of association

272.211. Powers of association An association has the following powers: (1) To engage in any activity in connection with the producing, marketing, selling, harvesting, preserving, drying, processing, canning, packaging, grading, storing, handling, or utilization of any agricultural products produced or delivered to it by its members and others; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring, or use by its members and others of supplies, machinery, or furnishing services of economic or educational nature; or in any one (1) or more of the activities specified in this section; (2) To limit its business activities to those performed only for its members. If an association transacts business with nonmembers, the same must not exceed in amount the total business transacted by the association for its members; (3) To borrow money without limitation as to amount of indebtedness, and to make advances to members and others; (4) To act as the agent or representative of any members, or others, in any of the activities referred to in subsection (1) of this section; (5) To acquire, hold, own, and sell, transfer, pledge or guarantee the payment of dividends or interest on, or in the retirement or redemption of, shares of the capital stock or bonds of any association or corporation; (6) To establish and accumulate reasonable reserves; (7) To buy, hold, and exercise all privileges of ownership, over such real or personal property as is necessary or convenient for the conduct and operation of, or incidental to, the business of the association; (8) To do each and every thing necessary, suitable, or proper for the accomplishment of any one (1) or more of the purposes, or the attainment of any one or more of the objectives herein enumerated; or conducive to or expedient for the interest or benefit of the association; and to contract accordingly; and 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 in addition, any other rights, powers, and privileges granted by the laws of this state to corporations generally, except such as are inconsistent with the express provisions of KRS 272.101 to 272.341, and to do any such thing anywhere; and (9) To sue and be sued in its corporate name. Effective: July 13, 1984 History: Amended 1984 Ky. Acts ch. 111, sec. 120, effective July 13, 1984. -- Amended 1968 Ky. Acts ch. 148, sec. 3. -- Created 1966 Ky. Acts ch. 208, sec. 16.

KRS 272.220 Repealed, 1966

272.220. Repealed, 1966 Catchline at repeal: Marketing contract. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883-f.

KRS 272.221 Exclusive contracts for agricultural products -- Damages for violation -- Injunctive relief -- Notice to landlord or tenant

272.221. Exclusive contracts for agricultural products -- Damages for violation -- Injunctive relief -- Notice to landlord or tenant (1) An association and its members may make and execute contracts, requiring the members to obtain specified services exclusively from the association or to sell, during any designated period of time, all or any specified part of the members' agricultural products or specified commodities exclusively to or through the association subject to the right of any member to be released at a designated period in each year, by giving prescribed notice. Such contracts may provide that the association may sell or resell the products of its members, with or without taking title thereto, and pay over to its members the resale price, or the pool price in case of pooling of sales, after deducting all necessary selling, overhead, and other costs and expenses, including interest or dividends on stock, not exceeding eight percent (8%) per annum, and any other deduction authorized by the bylaws or such marketing contracts. (2) An association's bylaws or contracts with members may fix, as liquidated damages, specific sums to be paid by a member to the association if he breaches any provision of the contract and may provide that the member shall pay all costs, premiums for bonds, expenses and fees, in case any action is brought upon the contract by the association. Liquidated damage provisions in contracts with members shall be enforceable in the courts of this state and shall not be regarded as penalties. (3) If a breach or threatened breach of a contract with a member exists, an association shall be entitled to an injunction to prevent the breach or further breach of the contract, and to a decree 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 members. (4) A landowner, or lessee, of land on which any agricultural products marketed or to be marketed by an association are being raised or are to be raised, may by registered letter addressed to an association, ask for information as to whether his tenant, or landlord as the case may be, is a member of the association, or has signed a contract with the association, and may request information as to the terms of such contract. The request shall state the full name and address of the person inquired about. An association shall, within ten (10) days after receipt of such a request, furnish the information in writing to the person so inquiring. If an association fails to furnish the information properly requested, in any litigation that arises between that association and the person so inquiring, it shall be presumed, in the absence of evidence to the contrary, that that person was without notice that the person inquired about was a member of the association or had signed a contract with the association, or that the person inquiring knew the terms of the contract. History: Created 1966 Ky. Acts ch. 208, sec. 17.

KRS 272.230 Repealed, 1966

272.230. Repealed, 1966 Catchline at repeal: Remedies for breach of contract. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-18.

KRS 272.231 Interest of association in other associations

272.231. Interest of association in other associations An association may organize, form, acquire, operate, own, control, have an interest in, own all or a portion of the stock of, or be the sole member of any other association, foreign association or corporation (hereinafter referred to as a subsidiary association). An association may have included in the articles of incorporation or bylaws of a subsidiary association provisions for the control or management of the subsidiary association by the association to such extent as shall by the board of the association, and the members of the subsidiary association be declared to be for the best interests of the association and the subsidiary association, respectively. Such provisions may be so included in the articles of incorporation or bylaws of a subsidiary association and may by way of illustration, but not of limitation, include the following: (1) Representation of the association on the board or other governing body of the subsidiary association, upon such terms as may be deemed advisable. (2) Ownership by the association of the sole or other interest in the subsidiary association represented by capital stock of any class thereof or otherwise, to such extent and upon such terms, and with such voting power, as may be deemed advisable. (3) Participation by the association in the savings of the subsidiary association to such extent and upon such terms as shall be deemed advisable. History: Amended 1972 Ky. Acts ch. 112, sec. 7. -- Amended 1968 Ky. Acts ch. 148, sec. 4. -- Created 1966 Ky. Acts ch. 208, sec. 20.

KRS 272.240 Repealed, 1966

272.240. Repealed, 1966 Catchline at repeal: Payment for property or interest purchased, by capital stock. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-19.

KRS 272.241 Sale, lease or exchange of all assets -- Procedure -- Mortgage or pledge of assets

272.241. Sale, lease or exchange of all assets -- Procedure -- Mortgage or pledge of assets (1) A sale, lease, or exchange of all, or substantially all of the property and assets of an association may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any association, or corporation, as may be authorized in the following manner: The board shall adopt a resolution recommending such sale, lease, or exchange and directing that it be submitted to a vote at a meeting of the association members, which may be at either an annual or a special meeting. Written or printed notice of the meeting shall be given to each member of the association entitled to vote at such meeting. The notice shall state that the proposed sale, lease, or exchange will be considered and acted upon at the meeting, and a statement of the terms of the proposed sale, lease, or exchange shall be included in or inclosed with such notice. Each notice shall be mailed by first-class mail at a time that not less than ten (10) full days shall elapse between the date of mailing the notice and the date of the meeting, and shall be mailed to each member of the association at his last known address as it appears on the records of the association. The proposed sale, lease, or exchange shall be adopted by the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by members present, in person or by proxy (if permitted by the bylaws), and voting at any such meeting. (2) A mortgage or pledge of, or any other security interest in, all or any part of the property of an association may be made by authority of its board, unless otherwise provided in its articles of incorporation or bylaws. History: Created 1966 Ky. Acts ch. 208, sec. 27.

KRS 272.250 Repealed, 1966

272.250. Repealed, 1966 Catchline at repeal: Annual report; duty of Dean. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-20.

KRS 272.251 Contracts -- Joint employment by associations

272.251. Contracts -- Joint employment by associations An association may, upon resolution adopted by its board, enter into necessary and proper contracts and agreements for the more economical carrying on of its business. Two (2) or more associations may, by agreement, unite in employing or may separately employ the same personnel, means and agencies for carrying on their businesses. History: Created 1966 Ky. Acts ch. 208, sec. 32.

KRS 272.260 Repealed, 1966

272.260. Repealed, 1966 Catchline at repeal: Exemptions of member to extend to association. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-21.

KRS 272.261 Removal of officers or directors -- Procedure

272.261. Removal of officers or directors -- Procedure (1) 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 ten percent (10%) of the membership, requesting the officer's or director's removal. The removal shall be voted upon at the next regular or special meeting of the association. By an affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by members present in person, or by proxy (if permitted by the bylaws), and voting, the association may remove such officer or director. The director or officer against whom such charges have been brought shall be informed in writing of the charges prior 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 shall have the same opportunity. (2) If an association's bylaws provide for election of directors by districts, the petition for removal of a director must be signed by not less than twenty percent (20%) of the members residing in the district from which the director was elected. The board may call a special meeting of the members residing in that district to consider the removal of the director. By an affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by members present in person, or by proxy (if permitted by the bylaws), and voting, at such meeting duly called and held, the director in question shall be removed from office; except that this section does not apply to directors appointed under subsection (3) of KRS 272.171. History: Amended 1968 Ky. Acts ch. 148, sec. 5. -- Created 1966 Ky. Acts ch. 208, sec. 14.

KRS 272.270 Repealed, 1966

272.270. Repealed, 1966 Catchline at repeal: Interest in other corporations. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-23.

KRS 272.271 Repealed, 1968

272.271. Repealed, 1968 Catchline at repeal: Board's decision referred to membership, when. History: Repealed 1968 Ky. Acts ch. 148, sec. 8. -- Created 1966 Ky. Acts ch. 208, sec. 15.

KRS 272.280 Repealed, 1966

272.280. Repealed, 1966 Catchline at repeal: Contracts with other associations. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-24.

KRS 272.281 Exemptions of members applicable to association

272.281. Exemptions of members applicable to association Any exemption applying to agricultural products in the possession or under the control of an individual producer shall apply similarly to such products delivered by its members, in the possession or under the control of the association. History: Created 1966 Ky. Acts ch. 208, sec. 19.

KRS 272.285 Payment of small amounts due deceased member

272.285. Payment of small amounts due deceased member (1) If a member of an association dies; and six (6) months or more after his death the association has in its possession moneys not in excess of two hundred dollars ($200) which would have been distributable and payable to such member except for his death; and no administrator or executor has been appointed for his estate or the estate has been closed; then such an association, without making any publication of notice, may disburse such moneys in the following order: (a) To the surviving spouse of the deceased member; if none, then (b) To pay any unsatisfied claims for funeral expenses or reimbursement to any person for the payment thereof, then (c) To any adult person of the class of those nearest of kin to the deceased, for the benefit of all members of such class. (2) In making such disbursements an association is responsible and liable only for the exercise of good faith and reasonable care and shall have no further responsibility or liability with respect to such moneys or their application or disbursement. History: Created 1966 Ky. Acts ch. 208, sec. 18.

KRS 272.290 Repealed, 1966

272.290. Repealed, 1966 Catchline at repeal: Existing associations entitled to adopt KRS 272.100 to 272.350. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-25.

KRS 272.291 Unclaimed dividends, stocks, etc., disposal of

272.291. Unclaimed dividends, stocks, etc., disposal of Any association organized or operated under KRS 272.101 to 272.341, or any agricultural cooperative association organized under the provisions of KRS Chapter 271B and meeting the requirements of an agricultural cooperative as set forth in Chapter 27, Section 1, 42 U. S. Statutes, p. 388 (Title 7, Sec. 291, U.S.C.A.), or any cooperative association organized under KRS Chapter 279 may recover, after a period of five (5) years, any unclaimed stocks, dividends, patronage refunds, or book equities for which the owner cannot be found and which are the result of distributable savings of the cooperative. The mailing of these stocks, dividends, patronage refunds, or book equities to the last-known address of the individual involved as recorded on the records of the cooperative shall be evidence of a bona fide attempt to deliver the same to the individual. When the notice to the individual of these amounts has been returned by the U.S. mail and the amounts have not been called for, after five (5) years, the amounts involved may be placed in the income of the cooperative for the year in which such determination is made and redistributed to the patrons of that year. History: Amended 1972 Ky. Acts ch. 274, sec. 148. -- Created 1966 Ky. Acts ch. 208, sec. 30.

KRS 272.295 Association not unlawful restraint of trade

272.295. Association not unlawful restraint of trade No association, foreign association, or agreements between associations and their members shall be considered a conspiracy, a combination in restraint of trade, an illegal monopoly, an attempt to lessen competition or to fix prices arbitrarily or create a combination or pool in violation of any law of this state. History: Created 1966 Ky. Acts ch. 208, sec. 31.

KRS 272.300 Repealed, 1966

272.300. Repealed, 1966 Catchline at repeal: Associations are not in restraint of trade. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-28, 883f-34.

KRS 272.301 Merger of associations

272.301. Merger of associations (1) Two (2) or more associations, either with or without capital stock, may merge into any one of such associations pursuant to a plan of merger as provided in this section. (2) The board of each association shall, by resolution duly adopted, approve a plan of merger setting forth: (a) The names of the associations proposing to merge, and the name of the association into which they propose to merge (hereinafter referred to as the surviving association). (b) The name which the surviving association is to have, which name may be that of any of the associations involved in the merger. (c) The terms and conditions of the proposed merger. (d) A statement of any changes in the articles of incorporation of the surviving association to be effected by such merger. (e) Such other provisions, not inconsistent with law as are deemed necessary or desirable. History: Created 1966 Ky. Acts ch. 208, sec. 21.

KRS 272.305 Consolidation of associations

272.305. Consolidation of associations (1) Two (2) or more associations, either with or without capital stock, may consolidate into a new association pursuant to a plan of consolidation as provided in this section. (2) The board of each association shall, by resolution duly adopted, approve a plan of consolidation setting forth: (a) The names of the associations proposing to consolidate, and the name of the new association into which they propose to consolidate (hereinafter referred to as the new association). The name of the new association may be that of any of the associations involved in the consolidation; (b) The terms and conditions of the proposed consolidation; (c) With respect to the new association, all of the appropriate statements required to be set forth in articles of incorporation and bylaws of associations organized under KRS 272.101 to 272.341; and (d) Such other provisions, not inconsistent with law, as are deemed necessary or desirable. History: Created 1966 Ky. Acts ch. 208, sec. 22.

KRS 272.310 Repealed, 1966

272.310. Repealed, 1966 Catchline at repeal: Association to reply to inquiries concerning its members and contracts. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-36, 883f-37.

KRS 272.311 Merger or consolidation -- Procedures -- Articles to be filed and recorded - - Contents -- Effect

272.311. Merger or consolidation -- Procedures -- Articles to be filed and recorded - - Contents -- Effect (1) A plan of merger or consolidation shall be adopted in the following manner: (a) The board of each merging or consolidating association shall adopt a resolution approving the proposed plan, and directing that it be submitted to a vote at a meeting of the association members, which may be at either an annual or a special meeting. Written or printed notice of the meeting shall be given to each member of the association entitled to vote at such meeting. The notice shall state that the proposed plan of merger or consolidation will be considered and acted upon at the meeting, and a copy or a summary of the plan of merger or plan of consolidation shall be included in or enclosed with such notice. Each notice shall be mailed by first-class mail at such time that not less than ten (10) full days shall elapse between the date of mailing the notice and the date of the meeting, and shall be mailed to each member of the association at his last known address as it appears on the records of the association. The proposed plan shall be adopted by the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by members present in person, or by proxy (if permitted by the bylaws), and voting at such meeting; (b) By the affirmative vote of not less than two-thirds (2/3) of its members, the board of directors of a parent association may approve on behalf of a wholly- owned subsidiary association a plan of merger or consolidation; and (c) After the approval by the members, and at any time prior to the filing of articles of merger or articles of consolidation, the merger or consolidation may be abandoned pursuant to provisions set forth in the plan of merger or consolidation. (2) Upon the approval of the members, articles of merger or articles of consolidation shall be executed, filed and recorded as provided in KRS 271B.11-050. A copy of the articles of merger or articles of consolidation endorsed by the Secretary of State, with the fact and time of recording in his office, shall be filed with the dean of the College of Agriculture of the University of Kentucky and with the Commissioner, Department of Agriculture. (3) The articles of merger or the articles of consolidation shall set forth: (a) The plan of merger or the plan of consolidation; and (b) A statement setting forth the date of the meeting of the members of each association at which the plan was adopted; that the meeting was duly called and that a quorum was present; and that such plan received an affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by members. (4) The time when the merger or consolidation is effected is determined by the provisions of KRS 271B.11-060. (5) When the merger or consolidation has been effected: (a) The several associations, parties to the plan of merger or plan of consolidation, shall be a single association which, in the case of a merger, shall be the association designated as the surviving association, and, in the case of a consolidation, shall be the new association; (b) The separate existence of all associations which are parties to the plan of merger or plan of consolidation, except the surviving association or new association, shall cease; (c) The surviving association or new association shall have all the rights, privileges, franchises, immunities, and powers and shall be subject to all the duties and liabilities of an association organized under KRS 272.101 to 272.341; (d) The surviving association or new association shall, to the extent consistent with its articles of incorporation as established or changed by the merger or consolidation, possess all the rights, privileges, immunities, and franchises, of both public and private nature, of each of the merging or consolidating associations; and all property, real, personal and mixed; and all debts due on any account; and all choses in action; and every other interest, of or belonging to or due to each of the associations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such surviving association or new association without further act or deed; and the title to any real estate, wheresoever situated, or any interest therein, shall vest in the surviving association or new association and shall not revert or be in any way impaired by reason of the merger or consolidation; (e) The surviving association or new association shall be responsible for all the liabilities, contracts or other obligations and penalties of each of the associations so merged or consolidated; and any claim existing or action or proceeding, civil or criminal, pending by or against any of the associations may be prosecuted as if the merger or consolidation had not taken place, or the surviving association or new association may be substituted in its place; and any judgments rendered against any of the merged or consolidated associations may be enforced against the surviving association or new association. Neither the rights of creditors nor any liens upon the property of any merged or consolidated association shall be impaired by the merger or consolidation; and (f) The articles of incorporation of a surviving association shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger. The articles of consolidation of a new association shall be deemed to be its articles of incorporation. Effective: January 1, 1989 History: Amended 1988 Ky. Acts ch. 23, sec. 177, effective January 1, 1989. -- Amended 1972 Ky. Acts ch. 274, secs. 149 and 150. -- Amended 1968 Ky. Acts ch. 148, sec. 6. -- Created 1966 Ky. Acts ch. 208, secs. 23, 24 and 25.

KRS 272.315 Merger or consolidation with foreign associations, rights of members -- Enforcement

272.315. Merger or consolidation with foreign associations, rights of members -- Enforcement (1) One (1) or more associations organized under KRS 272.101 to 272.341 and one (1) or more foreign associations, or corporations, may be merged or consolidated into an association of this state or an association, or corporation, of another state, the United States, or the District of Columbia, if such merger or consolidation is permitted by the laws under which each such foreign association, or corporation, is organized. (2) Each domestic association shall comply with KRS 272.101 to 272.341 with respect to the merger or consolidation, as the case may be, of domestic associations, and each foreign association, or corporation, shall comply with the applicable provisions of the laws under which it is organized. (3) If a surviving association or new association is an association, or corporation, of another state, the United States, or the District of Columbia, it shall comply with the provisions of KRS 272.335 with respect to foreign associations if it is to transact business in this state; and if after the merger or consolidation it transacts no business in this state, the courts of this state have jurisdiction in actions to enforce any obligation of any constituent association of this state and service of process may be made upon the secretary of state for such purpose. (4) If a surviving association or new association is an association of this state, the effect of the merger or consolidation shall be the same as in KRS 272.311. If a surviving association or new association is to be an association, or corporation, of another state, the United States, or the District of Columbia, the effect of such merger or consolidation shall be the same as in KRS 272.311, except insofar as the laws under which it is organized provide otherwise. (5) If a surviving association or new association is not an association of this state, then: (a) The rights of any member of any constituent association, that is an association of this state, to receive notice of objectors' rights, to file his objection, upon such objection to demand and receive payment of the fair market value of his stock or other property rights or interests in the constituent association, or to avail himself of any equitable relief to which he would be entitled if the surviving association or new association were an association of this state, shall not be impaired; and (b) The courts of this state have jurisdiction in actions to enforce the rights against the surviving association referred to in paragraph (a) of this subsection, or new association regardless of whether or not such association is otherwise subject to the jurisdiction of the courts of this state and in any such action service of process may be made upon the Secretary of State as if the surviving association or new association were transacting business in this state. History: Created 1966 Ky. Acts ch. 208, sec. 26.

KRS 272.320 Repealed, 1966

272.320. Repealed, 1966 Catchline at repeal: Failure to furnish information; presumption. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-38.

KRS 272.321 Member objecting to merger or consolidation to be paid for stock -- Value, how fixed -- Disposal of shares

272.321. Member objecting to merger or consolidation to be paid for stock -- Value, how fixed -- Disposal of shares (1) A member of a constituent association to be affected by a merger or consolidation may give to the association prior to or at the meeting of its members to which the proposal of merger or consolidation is submitted to a vote, written notice that he objects to such proposal. Within twenty (20) days after the date on which the vote was taken, such member may, unless he votes in favor of the proposal, make written demand on the association for payment of the fair market value of his stock or other property rights or interest in the association. Such demands shall state the number and class of shares of stock owned by him or the nature and amount of other property rights or interest owned by him in the association. In addition to any other right he may have in law or equity, a member giving such notice shall be entitled, if and when the merger or consolidation is effected, to be paid by the surviving association, or new association, the fair market value of such stock, or other property rights or interests, as of the day prior to the date on which the vote was taken, subject only to the surrender by him of the certificate, or certificates of such stock or other evidence of ownership or other property rights or interests. (2) If within thirty (30) days after the date upon which the objecting member tendered his written demand for payment of his stock or other property rights or interest, the fair market value of such stock or other property rights or interests is agreed upon between the member and the surviving association, the payment therefor shall be made within sixty (60) days after the date of such agreement, upon surrender of the certificate or other evidence of such property rights or interests, whereupon the member shall cease to have any interest in such stock or other property rights or interest in the association. (3) If, during the thirty (30) day period mentioned in the preceding subsection, the member and the surviving association or new association do not agree as to the fair market value of such stock or other property rights or interests, the member may, within sixty (60) days thereafter, file a petition in the Circuit Court of the county in which the surviving association or new association has its registered office or principal place of business asking for the appointment of three (3) disinterested appraisers to appraise the fair market value of his stock or other property rights or interests. A summons, together with a copy of the petition, shall be served on the surviving association or new association at least twenty (20) days prior to a hearing on the petition by the court. The award of the appraisers, or a majority of them, if no exceptions be filed thereto within ten (10) days after the award has been filed in court, shall be confirmed by the court, and when confirmed shall be final and conclusive, and the member, upon depositing with the court the proper stock certificates or other evidence of such property rights or interests, shall be entitled to judgment against the association for the appraised value thereof as of the day prior to the date on which the vote was taken. If either party files exceptions to the award of the appraisers within ten (10) days after the award has been filed in court, the case shall be transferred to the civil issue docket of the Circuit Court for trial and shall be there tried in the same manner, as near as may be practicable, as is provided for the trial of cases under the eminent domain law of this state, and with the same right of appeal to the Court of Appeals. The court shall assess the cost of the proceedings as it deems equitable. Upon payment of the judgment, the surviving association or new association is entitled to have the member's stock certificates or other evidence of such property rights or interests surrendered to it by the clerk of the court. Unless the member files such a petition within the time prescribed, he, his assigns and heirs claiming under him shall have no right to payment hereunder, but in that event nothing herein shall impair his status as a member. (4) If the notices sent to members in connection with any meeting to vote upon a proposed merger or consolidation make no reference to the provisions of subsection (1) of this section, a member entitled to but through lack of actual knowledge did not avail himself of the provisions of this section, unless he voted for the proposal, is entitled, if he so demands in writing within one (1) year after the date on which the vote was taken on the proposed merger or consolidation, to recover from the surviving association or new association any actual damage which he suffered from failure of the association of which he was a member to make such reference. (5) The liability to pay for stock or other property rights or interests or to pay damages imposed by subsection (4) of this section on an association extends to the surviving association or new association. (6) Shares of stock acquired by an association, a surviving association, or a new association pursuant to the payment of an agreed fair market value thereof or to payment of a judgment entered therefor may be held and disposed of by such association as in the case of other treasury shares. (7) This section does not apply to a merger if on the date of the filing of the articles of merger the surviving association is the owner of all outstanding shares of the other association or associations, domestic or foreign, participating in the merger and if the merger makes no changes in the relative rights of the members of the surviving association. (8) No member of a constituent association to be affected by a merger or consolidation, who objects thereto and makes written demand for payment of the fair market value of his stock or other property rights or interests in the association, as provided in this section, is entitled to payment at any time prior to the time that he would otherwise be entitled to payment pursuant to valid provisions of such stock, or valid provisions of the articles of incorporation or bylaws of the association, in effect on the date of the vote for such merger or consolidation. Effective: July 13, 1984 History: Amended 1984 Ky. Acts ch. 111, sec. 121, effective July 13, 1984. -- Amended 1976 (1st Extra. Sess.) Ky. Acts ch. 14, sec. 259, effective January 2, 1978. -- Created 1966 Ky. Acts ch. 208, sec. 28.

KRS 272.325 Dissolution of association -- Procedure

272.325. Dissolution of association -- Procedure (1) An association may discontinue its operations, settle its affairs, and voluntarily dissolve upon the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by its members present in person, or by proxy (if permitted by the bylaws), and voting, or if the association has adopted a delegate plan of voting, upon the affirmative vote of not less than two-thirds (2/3) of the delegates present in person and voting, at any annual or special meeting duly called and convened. (2) An association so determining to dissolve and wind up, shall designate a committee of three (3) of its members, who shall, on behalf of the association and within the time fixed in their designation, or any extension thereof, liquidate the association's assets, pay its debts and expenses, including as appropriate entering into agreements with creditors for the satisfaction thereof, and divide its net assets among the members and stockholders pursuant to its articles of incorporation, bylaws, or contracts with members; upon final settlement by such committee, the association shall be dissolved. The committee shall prepare a report of the proceedings had under this section. The report shall be subscribed by the committee members and acknowledged by them before an officer authorized by the law of this state to certify acknowledgments of deeds and conveyances; and shall be filed and recorded in accordance with the statute relating to corporations generally, and when so filed the report, 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 dissolution of such association. A copy of the report, indorsed by the Secretary of State with the fact and time of recording in his office, shall be filed with the dean of the College of Agriculture of the University of Kentucky and with the Commissioner, Department of Agriculture. (3) After the payment of the association's debts and after provision has been made for the retirement of its capital stock outstanding, if any, at par and accruals thereon, and other fixed obligations, if any, held by members, the net assets remaining if no provision is made in the association's articles of incorporation, bylaws, or contracts with members may be distributed to members and other patrons by distribution based on dollar volume of purchases by such members and patrons or other unit of measure or on products marketed as shown by the association books over the preceding five (5) fiscal years or if the estimated cost of making such distribution, in the opinion of the committee approximate more than fifty percent (50%) of the amount available for distribution, the association may dispose of its net assets by converting them to cash and paying the money over to the College of Agriculture of the University of Kentucky, or to any nonprofit farm organization operating within the areas served by the cooperative. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 99, effective July 12, 2012. -- Amended 1974 Ky. Acts ch. 159, sec. 1. -- Created 1966 Ky. Acts ch. 208, sec. 29.

KRS 272.330 Repealed, 1966

272.330. Repealed, 1966 Catchline at repeal: Failure to request information; presumption. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-39.

KRS 272.331 Association formed under prior law subject to this law -- Rights

272.331. Association formed under prior law subject to this law -- Rights An association, or corporation, heretofore formed under or subject to statutes repealed by the 1966 Act [272.010(2); 272.060; 272.100 to 272.350], shall continue under and be subject to the provisions of this chapter as if incorporated hereunder; but all rights of property and contract which accrued before June 16, 1966 shall continue to be governed by the law under which such rights accrued. An association, also may continue to use its existing name, type of operations, bylaws, forms of marketing contracts, methods of financing and requirements as to reserves insofar as valid under prior laws unless expressly contrary to the provisions of KRS 272.101 to 272.341. History: Created 1966 Ky. Acts ch. 208, sec. 33.

KRS 272.333 KRS 136.060 not applicable to membership certificates, stock, or other evidence of member, shareholder or patron interest

272.333. KRS 136.060 not applicable to membership certificates, stock, or other evidence of member, shareholder or patron interest The provisions of KRS 136.060 shall not apply to the issuance of membership certificates, shares of stock or any other evidence of member, shareholder, or patron interest by any such agricultural cooperative association. Effective: June 27, 2019 History: Amended 2019 Ky. Acts ch. 151, sec. 78, effective June 27, 2019. -- Amended 1976 Ky. Acts ch. 12, sec. 1, effective March 1, 1976. -- Created 1968 Ky. Acts ch. 148, sec. 7. Legislative Research Commission Note (4/27/2018). KRS 136.070 was repealed in 2018 Ky. Acts chs. 171 and 207, but a conforming amendment was not made to this statute to address the reference it contains to KRS 136.070. The Reviser of Statutes has determined that making such a conforming change during the 2018 codification exceeds the permissible correction of manifest clerical or typographical errors under KRS 7.136(1)(h). Therefore, the reference to KRS 136.070 remains unchanged and would have to be changed pursuant to future legislative action.

KRS 272.335 Foreign association doing business

272.335. Foreign association doing business A foreign association may be authorized to transact business in this Commonwealth upon compliance with the provisions of KRS 14A.9-010. Effective: June 8, 2011 History: Amended 2011 Ky. Acts ch. 29, sec. 11, effective June 8, 2011. -- Amended 2010 Ky. Acts ch. 151, sec. 58, effective January 1, 2011. -- Amended 1988 Ky. Acts ch. 23, sec. 178, effective January 1, 1989. -- Amended 1972 Ky. Acts ch. 112 sec. 8; and ch. 274, sec. 151. -- Created 1966 Ky. Acts ch. 208, sec. 34. Legislative Research Commission Note (6/8/2011). 2011 Ky. Acts ch. 29, sec. 24, provides that the amendments to this section in 2011 Ky. Acts ch. 29, sec. 11, are retroactive to January 1, 2011.

KRS 272.340 Repealed, 1966

272.340. Repealed, 1966 Catchline at repeal: Mortgage on crops under marketing contract; disposition of proceeds upon foreclosure. History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-40, 883f-41.

KRS 272.341 Association without capital stock subject to Chapter 271B

272.341. Association without capital stock subject to Chapter 271B The provisions of KRS Chapter 271B shall apply, so far as appropriate, to every association with or without capital stock heretofore or hereafter organized or domesticated under this chapter, except where the provisions of such laws are in conflict with or inconsistent with this chapter. History: Amended 1972 Ky. Acts ch. 274, sec. 152. -- Created 1966 Ky. Acts ch. 208, sec. 35.

KRS 272.345 Association personnel indemnified against personal liability -- Compromise settlements -- Prior approval -- Payment of expenses and costs -- Purchase of insurance

272.345. Association personnel indemnified against personal liability -- Compromise settlements -- Prior approval -- Payment of expenses and costs -- Purchase of insurance (1) Each director, officer, employee or agent of an association organized or operating under KRS 272.121 to 272.341, or his personal representative, or any person who is or was serving at the request of an association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust or other enterprise or entity, or such person's personal representative, shall be indemnified by the association against claims, liabilities, expenses, and costs actually and necessarily incurred by him or his estate in connection with, or arising out of, any action in which he is made a party by reason of his being, or having been, an officer, director, employee, or agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (2) The right of indemnification herein provided for shall also apply with respect to any amount paid in compromise of any such claim asserted against such director, officer, employee or agent (including expenses and costs actually and necessarily incurred in connection therewith); provided the board of directors of the association shall have first approved such proposed compromise settlement and determined that the director, officer, employee or agent involved was acting in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the association; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the board cannot be obtained to vote on such matter it shall be determined by a committee of three (3) disinterested shareholders appointed by the shareholders at a duly called special meeting, or at a regular meeting. (3) Expenses and costs (including attorney's fees) incurred by a director, officer, employee or agent in defending an action as aforesaid may be paid by the association in advance of the final disposition of such action upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the association. (4) The right of indemnification herein provided for shall not be exclusive of any other rights to which an officer, director, employee or agent may be entitled under any bylaw, agreement, vote of shareholders, vote of disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity (including, without limitation, serving at the request of the association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust or other enterprise or entity), and shall continue as to any person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of any heirs, executors and administrators of any such person. (5) An association shall have the power to purchase and maintain insurance on behalf of any person who is or was an officer, director, employee or agent of the association, or is or was serving at the request of the association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust or other enterprise or entity, against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not such association would have the power to indemnify him against such liability under the provisions of this section. Effective: July 13, 1984 History: Amended 1984 Ky. Acts ch. 111, sec. 122, effective July 13, 1984. -- Created 1972 Ky. Acts ch. 112, sec. 9.

KRS 272.350 Repealed, 1966

272.350. Repealed, 1966 Catchline at repeal: Limitation of the use of term "cooperative." History: Repealed 1966 Ky. Acts ch. 208, sec. 36. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883f-22, 883f-34.

KRS 272.360 Legislative policy as to cooperative livestock protective associations

272.360. Legislative policy as to cooperative livestock protective associations In order to promote, foster, and encourage the raising of livestock in the state and for the further purpose of permitting livestock producers to organize under the laws of Kentucky and form cooperative livestock corporations whereby the members thereof may associate themselves together for protection under the laws of the state and through such association provide a suitable means to the members and for reimbursing said members for losses of livestock due to depredation, disease and death caused by attacks from dogs and other causes, KRS 272.360 to 272.510 are enacted. History: Created 1942 Ky. Acts ch. 88, sec. 1.

KRS 272.370 Who may organize

272.370. Who may organize Any twenty (20) or more farmers who are residents of one (1) or not more than five (5) counties of this state, whether they own the land they farm or not, may form a nonprofit livestock protective corporation without capital stock under the provisions of KRS 272.360 to 272.510. History: Created 1942 Ky. Acts ch. 88, sec. 3.

KRS 272.380 Purpose of associations

272.380. Purpose of associations An association may be organized in any section of the state for the purpose of affording protection to the farmers in that locality in the raising of livestock on their farms. History: Created 1942 Ky. Acts ch. 88, sec. 4.

KRS 272.390 Articles of incorporation -- What to set forth

272.390. Articles of incorporation -- What to set forth Each association formed under KRS 272.360 to 272.510 must prepare and file articles of incorporation, setting forth: (1) The name of the association that satisfies KRS 14A.3-010; (2) The place where its principal business will be transacted; (3) The term for which it is to exist; the number of directors thereof which must not be less than five (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, or until election and qualification of their successors; and (4) The property rights of the members and whether the interest of each member will be equal or unequal; and if unequal, the rule or rules applicable to all members by which the property rights and interests, respectively, of each member 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. Effective: January 1, 2011 History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 78, effective July 15, 2010; and repealed, reenacted, and amended ch. 151, sec. 59, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 78, effective June 26, 2007. -- Created 1942 Ky. Acts ch. 88, sec. 5. Legislative Research Commission Note (1/1/2011). This section was repealed, reenacted, and amended by 2010 Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together. Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section." Legislative Research Commission Note (6/26/2007). The numbering of subsections in this section has been altered by the Reviser of Statutes from the numbering in 2007 Ky. Acts ch. 137, sec. 78, under the authority of KRS 7.136.

KRS 272.400 Amendments to articles

272.400. Amendments to articles The articles of incorporation may be altered or amended at any regular or special meeting called for that purpose. An amendment must first be approved by two-thirds (2/3) of the directors and then adopted by a vote representing a majority of all the members of the association. Amendments, when so adopted, shall be recorded in accordance with the provisions of the general corporation law of this state, except that the fee to be charged by the Secretary of State for filing such an amendment shall be one dollar ($1). History: Amended 1946 Ky. Acts ch. 141, sec. 27. -- Created 1942 Ky. Acts ch. 88, sec. 6.

KRS 272.410 Subscription and filing of articles -- Fees

272.410. Subscription and filing of articles -- Fees The articles of incorporation shall be signed, acknowledged, filed and recorded in accordance with the provisions of the general corporation law of this state, and, in addition, a quadruplicate of the articles, indorsed by the Secretary of State with the fact and time of recording of the articles in his office, shall be filed with the Department of Agriculture within ten (10) days after the articles have been recorded in the office of the Secretary of State. After the articles have been duly filed and recorded, and a certificate of incorporation has been issued, the corporation may proceed to do business. For recording the articles and issuing a certificate of incorporation the Secretary of State shall be entitled to a fee of two dollars and fifty cents ($2.50). For recording the articles the county clerk shall be entitled to a fee specified in KRS 64.012, which fees shall be in lieu of all other fees charged by either of such officers. Effective: July 15, 1980 History: Amended 1980 Ky. Acts ch. 21, sec. 1, effective July 15, 1980. -- Amended 1978 Ky. Acts ch. 384, sec. 447, effective June 17, 1978. -- Amended 1946 Ky. Acts ch. 141, sec. 28. -- Created 1942 Ky. Acts ch. 88, sec. 7.

KRS 272.420 Bylaws

272.420. Bylaws Each association incorporated under KRS 272.360 to 272.510 must, within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws, not inconsistent with the powers granted by KRS 272.360 to 272.510. Such bylaws shall be adopted by a majority of the board of directors. Each association, under its bylaws, may provide for any or all of the following matters: (1) The time, place, and manner of calling and conducting its meetings. (2) The number of members constituting a quorum. (3) The right of members to vote by proxy or by mail or both; and the conditions, manner, form, and effect of such votes. (4) The number of directors constituting a quorum. (5) The qualifications, compensation, and duties and term of office of directors and officers, the time of their election and the mode and manner of giving notice thereof. (6) Penalties for violations of the bylaws. (7) 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. (8) The amount which each member 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. (9) The method of appraisal of livestock and the manner of payment of indemnities for same. (10) The number and qualification of members of the association and the conditions precedent to membership; the method, time, and manner of permitting members to withdraw; the manner of assignment and transfer of the interest of members; 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 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 which case the board of directors shall equitably and conclusively appraise his property interests in the association and shall fix the amount thereof in money, which shall be paid to him within one (1) year after such expulsion or withdrawal. History: Created 1942 Ky. Acts ch. 88, sec. 8.

KRS 272.430 Meetings

272.430. Meetings In its bylaws, each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time; and ten percent (10%) of the members may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting 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 ten (10) days prior to the meeting; provided, however, that the bylaws 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. History: Created 1942 Ky. Acts ch. 88, sec. 9.

KRS 272.440 Board of directors

272.440. Board of directors (1) The affairs of the association shall be managed by a board of not less than five (5) directors, elected by the members from their own number. The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district. In such a case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to elect 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 bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations. The director or directors so appointed need not be members of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth (1/5) of the entire number of directors. (2) 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 of the association or others, or differing from terms generally current in that district. (3) The bylaws may provide for an executive committee 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. (4) 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 bylaws provide for an election of directors by district. In such a case the board of directors shall immediately call a special meeting of the members in that district to fill the vacancy. History: Created 1942 Ky. Acts ch. 88, sec. 10.

KRS 272.450 Officers

272.450. Officers The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association; and they may combine the two (2) latter offices and designate the combined office as secretary-treasurer; or unite both functions and titles in one (1) 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, excepting that the funds shall be deposited only as and where authorized by the board of directors. History: Created 1942 Ky. Acts ch. 88, sec. 11.

KRS 272.460 Removal of officer or director

272.460. Removal of officer or director (1) 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 percent (5%) 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. (2) In case the bylaws provide for election of directors by districts with primary elections in each district, then the petition of removal of a director must be signed by twenty percent (20%) 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 director; and by a vote of the majority of the members of that district, the director in question shall be removed from office. History: Created 1942 Ky. Acts ch. 88, sec. 12.

KRS 272.470 Referendum on action of board of directors

272.470. Referendum on action of board of directors Upon demand of one-third (1/3) of the entire board of directors any matter that has been approved or passed by the board must be referred to the entire membership for decision at the next special or regular meeting; provided, however, that a special meeting may be called for that purpose. History: Created 1942 Ky. Acts ch. 88, sec. 13.

KRS 272.480 Other corporations may become livestock protective associations -- Procedure

272.480. Other corporations may become livestock protective associations -- Procedure (1) Any corporation or association organized under previously existing statutes may, by a majority vote of its members, be brought under the provisions of KRS 272.360 to 272.510 by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by its directors to the effect that the corporation or association has, by a majority vote of the members, decided to accept the benefits and be bound by the provisions of KRS 272.360 to 272.510 and has authorized all changes accordingly. Articles of incorporation shall be filed as herein required except that they shall be signed by the members of the then board of directors. The filing fee shall be the same as for filing an amendment to articles of incorporation. (2) Where any association may be incorporated under KRS 272.360 to 272.510, all contracts heretofore made by or on behalf of same by the promoters thereof in anticipation of such association becoming incorporated under the laws of this state, whether such contracts be made by or in the name of some corporation organized elsewhere and when same would have been valid if entered into subsequent to the passage of KRS 272.360 to 272.510, are hereby validated as if made after the passage of those sections. History: Created 1942 Ky. Acts ch. 88, sec. 14.

KRS 272.490 Members not liable for debts of association

272.490. Members not liable for debts of association (1) No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on the member's membership fee, including any unpaid balance on any promissory notes given in payment thereof. (2) Subsection (1) of this section shall not affect the liability of a member of an association for his or her own negligence, wrongful acts, or misconduct. Effective: July 15, 2010 History: Amended 2010 Ky. Acts ch. 133, sec. 14, effective July 15, 2010. -- Created 1942 Ky. Acts ch. 88, sec. 15.

KRS 272.500 Department of Agriculture to assist in organizing associations

272.500. Department of Agriculture to assist in organizing associations The state Department of Agriculture of the Commonwealth of Kentucky is hereby directed to assist in the organization of any association desiring to incorporate under the provisions of KRS 272.360 to 272.510 when requested to do so in writing by any twenty (20) or more eligible persons residing within the state. History: Created 1942 Ky. Acts ch. 88, sec. 17.

KRS 272.510 Associations not subject to insurance laws

272.510. Associations not subject to insurance laws Associations incorporated under the provisions of KRS 272.360 to 272.510 shall be exempt from the provisions of law, now or hereafter enacted, relating to insurance companies or other organizations of a like or similar nature. History: Created 1942 Ky. Acts ch. 88, sec. 18.

KRS 272.990 Penalties

272.990. Penalties (1) Any corporation, association or company using the word "cooperative" as part of its name in violation of KRS 272.044 shall be fined not less than fifty dollars ($50) nor more than one thousand dollars ($1,000), and may be enjoined from doing business under that name by any corporation, or stockholder thereof, organized under KRS 272.020 to 272.044. (2) Any individual or any corporation whose officers or employees knowingly induce or attempt to induce any member to break his marketing contract with an association or who maliciously and knowingly spreads false reports about the finances or management of any association shall be fined not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) for each offense, and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500) for each offense. (3) Any person conducting a warehouse in this state who persuades or permits any member of any association to breach his marketing contract with the association by receiving his products for sale, auction or display contrary to the terms of any marketing contract of which the offender has notice shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500) for each offense, and shall also pay the association a reasonable attorney's fee and all the costs of the action against him. The association may obtain an injunction against such warehouseman to prevent further breaches and a multiplicity of actions. Effective: January 1, 2011 History: Amended 2010 Ky. Acts ch. 151, sec. 139, effective January 1, 2011. -- Recodified 1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. secs. 883d-9, 883f-26, 883f-27.

KRS 272.991 Additional penalties for violation of KRS 506.010, 506.030, 506.040, 521.020, or 521.050

272.991. Additional penalties for violation of KRS 506.010, 506.030, 506.040, 521.020, or 521.050 (1) If a domestic cooperative corporation or association is convicted of a violation of KRS 506.010, 506.030, 506.040, 521.020, or 521.050, or if an officer, employee, or agent of the corporation or association is convicted of violating any section specified above under circumstances which bring corporate liability under KRS 502.050(1)(b), the court shall order that the charter of the corporation or association be suspended for a period of not more than five (5) years for a first offense, ten (10) years for a second offense, and permanently for a third or subsequent offense. (2) If a foreign cooperative corporation or association is convicted of violating any section specified in subsection (1) of this section, or if an officer, employee, or agent of the corporation or association violates any of those sections under circumstances which bring corporate liability under KRS 502.050(1)(b), the court shall order that the corporation or association not be permitted to do business in Kentucky for the appropriate period specified in subsection (1) of this section. (3) The penalties specified in this section shall be in addition to any other penalty specified by law for the commission of the offenses listed in subsection (1) of this section. Effective: July 15, 1994 History: Created 1994 Ky. Acts ch. 477, sec. 7, effective July 15, 1994.

KRS 272.1001 Definition of terms in KRS 272.101 to 272.341

272.1001. Definition of terms in KRS 272.101 to 272.341 As used in KRS 272.101 to 272.341, unless the context otherwise requires: (1) "Agricultural products" includes horticultural, viticultural, floricultural, forestry, dairy, livestock, poultry, bee and any farm products; (2) "Association" means a corporation organized under, or entitled to the benefits of, KRS 272.121 to 272.341 or a corporation which is organized under any general or special act of this state. Such an association shall be classed as and deemed to be a nonprofit corporation, since its primary object is not to make profits for itself, as such, or to pay dividends or invest its capital, but to provide service and a means whereby its members may have the economic advantage of cooperative action, including a reasonable and fair return for their products or service; (3) "Member" means the holder of a membership in an association without capital stock (whether evidenced by a certificate of membership or other means of identification, including but not limited to the association's records) or means the holder of voting stock in an association organized with capital stock; (4) "Board" means the board of directors of the association; (5) "Person" includes individuals, firms, partnerships, corporations, and associations; (6) "Foreign association" means a corporation organized under any general or special act of another state, the United States, or the District of Columbia as a cooperative corporation or association for the mutual benefit of its members and other patrons, and which confines its operations to the purposes specified in the cooperative corporation statutes of the jurisdiction of its incorporation, and restricts the return on stock or membership capital, and the amount of its business with nonmembers to the limits placed thereon by the cooperative corporation statutes of the jurisdiction of its incorporation; (7) "Corporation" means, except as used in subsections (2) and (6) of this section, a corporation for profit organized under any general or special act of this state or of another state, the United States, or the District of Columbia; and (8) "Member-association" means an association or foreign association which is a member of another association or foreign association. History: Amended 1972 Ky. Acts ch. 112, sec. 1. --Amended 1968 Ky. Acts ch. 148, sec. 1. -- Created 1966 Ky. Acts ch. 208, sec. 2. Formerly codified as KRS 272.011

Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=38566Fetched: 10/20/2026