LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 9 
FORMATION OF INCORPORATED ASSOCIATIONS 
There is no Federal statute for the incorporation of cooperative 
associations. All States have statutes adapted to the incorporation 
of cooperative associations. To incorporate such an association it 
must be done under an appropriate State statute. 
When incorporating a cooperative association, or any other corpo- 
ration, it is necessary to ascertain and follow the requirements of 
the statute under which it is proposed to incorporate. Such statutes 
generally require that a certain number of individuals, usually three 
or more, must unite in articles of association. The term, articles 
of association, describes the paper or instrument in which those 
desirous of forming a corporation set forth the various facts required 
by the law under which they propose to corporate. Those whose 
names appear in the articles of association, or, as they are sometimes 
called, articles of incorporation, are known as the incorporators. 
The statutes require that the objects and purposes for which the 
corporation or association is formed shall be clearly stated in the 
articles of association or incorporation; that the name by which 
the cooperative association or incorporation is to be known shall 
be given; and that the amount of capital stock, if the association is 
to have capital stock, shall be stated. Some of the other usual 
statutory requirements are the length of time for which the associa- 
tion is to exist, and its principal place of business. The principal 
place of business specified in the articles of incorporation need not 
be the place where the major part of the business of an 
association is transacted. 37 It merely fixes the legal residence 
of the association. Every provision included in the articles of 
incorporation of an association must be authorized by the law under 
which the association is formed; and if an unauthorized provision 
is included it is void. 38 
Application to be incorporated or for a charter is commonly made 
to an officer of the State, usually the secretary of state. The articles 
of association or incorporation or the certificate of incorporation., as 
it is called in some States, which constitute such application is sub- 
mitted to this officer and, if he finds that the statute under which 
the incorporators are seeking to incorporate has been complied with 
and that the purpose of the association is one provided for in 
the statute he approves the same. 
The statutory requirements for incorporation should be strictly 
followed, and care should be taken to see that the State officials 
concerned with the formation of corporations function properly. In 
an Iowa case, 39 it was held that a cooperative association was not in- 
corporated, although an attempt to incorporate had been made, be- 
cause of defects in the filing, acceptance, and verifying of the articles 
of incorporation by the secretary of state of Iowa; and hence a 
creditor of the association recovered from the stockholders as 
partners. 
The amount of discretion which the secretary of state, or like 
officer, has with respect to the acceptance or rejection of an applica- 
37 Dairymen's League Co-op. Ass'n, Inc., v. Erundo, 227 N. Y. S. 203. 
38 People v. California Protective Corporation, 76 Cal. App. 354, 244 P. 1089. 
38 Wilkin Grain Co. v. Monroe County Co-op. Ass'n, Iowa , 223 N. W. 899. 
