24 BULLETIN 860, U. S. DEPARTMENT OE AGRICULTURE. 
CHANGING FORM OF ORGANIZATION. 
" It will be highly desirable for those farmers' elevator companies 
which are cooperative in purpose but for reasons already stated 'are 
not cooperative in form or effect to change to the cooperative plan 
before too many of their members have retired from active farm 
life and while the interests of producing members are still para- 
mount. The change may be effected in several ways, but only two 
methods are of special interest to farmers' elevator companies: 
(1) In some States the change may be brought about by a formal 
declaration of intent on the part of the stockholders holding a major- 
ity of the voting shares, to come under and be governed by the par- 
ticular legislative act or statute providing for the incorporation of 
cooperative companies, and by a certification of the fact to certain 
State and county officials. 
(2) The old corporation may be dissolved and a new one formed 
to carry on the business on the cooperative plan. In this case the 
affairs of the old organization should be closed as if reorganization 
were not intended, but in the distribution of the corporation assets the 
interests of the individual stockholders in the old organization who de- 
sire to be members of the new organization may be assigned in payment 
for stock in the new organization, unless, of course, capital stock sub- 
scriptions are by State law required to be paid in cash. The assets 
of the old organization thus would be transferred to the new organi- 
zation and the claims of stockholders in the old organization who 
are unwilling to become associated with the new one may be settled 
by cash payment. Under this method new members may be ad- 
mitted by means of stock subscriptions and the stock interests of old 
members may be limited or apportioned to the same extent as if 
they were new members, differences being adjusted by cash payment. 
Any method is easily applied when the stockholders of the old 
organization are unanimously agreed to it. All methods offer diffi- 
culties when there are dissenting stockholders. The first method 
seems to be the one generally used in States in which it is authorized. 
The following language is typical of State statutes defining the kinds 
of companies which may take advantage of this method: 
All cooperative corporations, companies, or associations heretofore organized 
and doing business under prior statutes or which have attempted to so or- 
ganize and do business shall have the benefit of all the provisions of this act 
and be bound thereby on filing with the Secretary of State a written declaration, 
signed and sworn to by the president and secretary, to the effect that said 
cooperative company or association has, by a majority vote of its stockholders, 
decided to accept the benefits of and be bound by the provisions of this act. 
Whether or not an ordinary capital stock corporation, owned and 
controlled by farmers, but which operates strictly as a profit corpora- 
tion, and not having recognized or attempted to incorporate into its 
