22 BULLETIN 541, TJ. S. DEPARTMENT OF AGRICULTURE. 



Article XX. — Amendments. 



Section 1. These by-laws may be amended at any meeting by a two-thirds vote 

 of the members present, provided, that notice of such proposed amendment is in- 

 cluded in the call for said meeting. 



SUGGESTED FORM OF BY-LAWS FOR A COOPERATIVE MARKETING 

 ASSOCIATION FORMED WITH CAPITAL STOCK. 



Organizations which are formed with capital stock should replace 

 Articles III, X, XV, and XVIII of the suggested by-laws for organi- 

 zations without capital stock with the following articles: 



Article III. — Membership. 



Section 1. Any [bona fide grower of farm products in any territory tributary to 

 the shipping points of this Association] may become a member of the Association 

 by agreeing to comply with the requirements of these by-laws and purchasing at 

 least [one] share of capital stock. 



Note. — See note following Article III of the by-laws for organizations without capital stock. 



Article X. — Capital Stock. 



Section 1. The capital stock of this Association shall be [$5,000], divided into 

 [500] shares of [$10] each. No member shall hold more than [10] per cent of the 

 capital stock of the Association. 



Note. — The amount of capital stock should be large enough to finance the organization adequately. 

 When fixing the share value, the importance of a large membership should not be overlooked and tha 

 value should be such that a large number will purchase shares. On the other hand, the share value must 

 not be placed at so low a figure that the organization will not be financed adequately. 



Sec 2. Transfers of shares shall be made upon the books of the Association only 

 when the stockholder is free from indebtedness to the Association. 



Sec 3. A stockholder desiring to dispose of his shares of stock must first offer 

 them to the Association through the Board of Directors, at market value. 



Note. — This provision, if desired, must be provided for in the Articles of Incorporation to make it 

 legal. To allow outsiders to purchase Association stock may result in the transfer of the control of the 

 organization to those who are opposed to its continuance. If the Association does not purchase stock 

 oiTcred for sale or find a purchaser for it, the owner can not be prevented from selling it to anyone ho 

 may choose. 



Article XIII. — Contracts and Agreements. 



Note.— In the case of a capital stock organization or one which is in any sense a profit-making organi- 

 zation, the contract made between it and its member, relating to the sale of his products, should provide 

 in express terms that the member retains the right to fix the price at which his products shall be sold 

 ' and to sell his products to an outsider at such price as he may determine upon, provided the sale is made 

 through the Association. 



Article XV. — Indebtedness. 



Section 1. The amount of indebtedness which may be incurred by or on behalf 

 of this Association shall at no time exceed [$20,000]. 



Article XVIII. — Refunds and Damages. 



Section 1. After the season's expenses are paid and the proper sum set aside to 

 cover the depreciation of the Association's property, the balance of the season's surplus 

 shall be divided as follows: 



(a) The stockholders shall receive not to exceed [6] per cent per annum on the par 

 value of their stock. 



