Page 14 



BETTER FRUIT 



October 



SPRAY VOIR ORCHARDS AND VINEYARDS THIS FALL WITH A 



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Hundreds of successful fruitmen and gardeners are using them Viecausu 

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MYERS SPRAT RIGS are built in two styles ftnd 

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120 Orango Street 



ASHLAND, OHIO 



Ashland Pnmp and Hay Tool Works 



F. E. MYERS & BRO. 



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Extra heavy 

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 sharp 



I If you have any bush or bog fields, or parts of 

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CUTAWAY HARROW CO., 490 Main St., Higganum, Conn. 



makers of theori^inalCL ARK doiibU action harrows 



holder may sell his farm and continue 

 to be a stockholder in a stock corpora- 

 tion and still have the right to examine 

 the affairs of the association, or he may 

 sell his stock to someone who is not 

 interested in the organization, or who 

 may even be antagonistic to it, or he 

 may withdraw his memher.ship and still 

 remain a stockholder. There is no legal 

 way by which the stock, and therefore 

 the control of the corporation, can be 

 confined to the member.ship after the 

 stock has once been issued, unless the 

 association is able to take over the 

 stock and hold it as a trustee, until it 

 can be resold to a member. Neither is 

 the voting power of the stockholders 

 under control in a stock corporation, 

 because the voting power is generally 

 proportional to the number of shares 

 held by each stockholder. 



As a matter of fact most of the so- 

 called co-operative associations of the 

 country have been incorporated as cap- 

 ital stock corporations in the absence 

 of other statutes under which they 

 could be incorporated, and many of them 

 operate by mutual agreement expressed 

 in the articles of incorporation or in 

 the by-laws, on strictly co-operative 

 principles; others vote in accordance 

 with stock ownership, fix a maximum 

 amount of stock to be owned by any 

 member, and apportion the stock on the 

 bearing acreage of the members, but 

 make no profits on capital. These 

 organizations usually provide that a 

 withdrawing member shall offer his 

 stock to the association before he can 

 sell it outside, a provision that is use- 

 less if the association is not able to 

 take it over. 



They may provide also that all the 

 earnings shall be returned to the mem- 

 bers, pro-rated on the business trans- 

 acted by each, after interest is paid on 

 the capital invested and other overhead 



charges are deducted. The stockholders 

 may vote equally by agreement and the 

 capital invested may be paid only a fair 

 rate of interest for its use. The diffi- 

 culty in such organizations lies in the 

 fact that some of the conditions to 

 which they agree are not, in case of 

 trouble, enforceable in the courts, and 

 the organization ceases to be co-opera- 

 tive when the stockholders desire for 

 any reason to exercise their legal privi- 

 leges along non-co-operative lines. 



As a result of organizing a so-called 

 co-operative association under the usual 

 stock corporation laws, many of these 

 organizations often pass into the hands 

 of nonproducers or of rival interests, 

 following the withdrawal of members 

 through the sale of farms and the sale 

 and transfer of stock, or a partial 

 control may be held by dissatisfied 

 stockholders who have withdrawn as 

 members. 



In other states, especially in Cali- 

 fornia, the statute provides for the 

 incorporation, organization, manage- 

 ment and co-operation of agricultural 

 nonprofit associations which do not 

 have capital stock and whose business 

 is not carried on for profit. These 

 associations issue certificates of mem- 

 bership to each member, but the 

 membership cannot be transferred or 

 assigned to any other person, nor is 

 the purchaser of a property of a mem- 

 ber entitled to membership by virtue 

 of such purchase. In such associations 

 the basis of voting and the control of 

 the membership is sub.ject to rules 

 made by the association. These asso- 

 ciations may accumulate a capital with 

 which to transact business, though the 

 capital is not in the form of a paid-in 

 capital stock. It may be accimiulated 

 pro rata from the proceeds of the ship- 

 ments of the members, or in any other 

 way agreed to by the members. 



In Nebraska co-operation has been 

 defined and given a legal status. The 

 law says, "for the purpose of this act, 

 the words 'co-operative company, cor- 

 poration, or association' are defined to 

 mean a company, corporation or asso- 

 ciation which authorizes the distribu- 

 tion of its earnings, in part or wholly, 

 on the basis of, or in proportion to, the 

 amount of property bought from or 

 sold to members, or of labor performed, 

 or other service rendered to the cor- 

 poration." It differs from the general 

 incorporation law of Nebraska by pro- 

 viding that every co-operative corpora- 

 tion has the power "to regulate and 

 limit the right of stockholders to trans- 

 fer their stock; and to make by-laws 

 for the management of its affairs; and 

 to provide for the distribution of its 

 earnings." 



In Wisconsin a law was passed in 

 1911 (Chapter368, Laws of 1911) which 

 provides for the formation of "a co- 

 operative association, society, company 

 or exchange, for the purpose of con- 

 ducting agricultural, dairy, mercantile, 

 mining, manufacturing, or mechanical 

 business on the co-operative plan." It 

 "may buy, sell and deal in the product 

 of any other co-operative company 

 heretofore organized or hereafter or- 

 ganized" as a co-operative association. 

 The law provides that "no stockholder 

 in any such association .shall own 

 shares of a greater par value than one 

 thousand dollars * * * or be entitled 

 to more than one vote." If provides 

 that the directors shall apportion the 

 earnings, sub.ject to revision by the 

 association at any time, "by first paying 

 dividends on the paid-up capital stock 

 not exceeding six per cent per annum, 

 then setting aside not less tban ten per 

 cent of the net ])rofits for a reserve 

 fund until an amount has been accu- 

 mulated in said reserve fund equal to 

 thirty per cent of the paid-up capital 

 stock, and five per cent thereafter for 

 an educational fund to be used in teach- 

 ing co-operation, and the remainder of 

 said net profits by uniform dividend 

 upon the amount of purchases of share- 

 holders and ui)on the wages and salaries 

 of employes, and one-half of such uni- 

 form dividend to nonshareholders on 

 the amount of their purchases, which 

 may be credited to the account of such 

 nonshareholders on account of capital 

 stock of the association; but in produc- 

 tive associations such as creameries, 

 canneries, elevators, factories and the 

 like dividends shall be on raw material 

 delivered instead of on goods pur- 

 chased. In case the association is both 

 a selling and a producing concern, the 

 dividends may be on both raw material 

 delivered and on goods purchased by 

 the patrons." The law provides that no 

 corporation or association doing busi- 

 ness for profit shall be entitled to the 

 use of the term "co-operative" as part 

 of its corporate or business name unless 

 it has complied with the provisions of 

 the act. 



One of the conunon difiicultics in a so- 

 called co-operative association foinied 

 as a stock corporation results from the 

 payment of dividends on the paid-in 



