LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 121 
(e) The qualifications, compensation, and duties and term of office of directors 
and officers; time of their election and the mode and manner of giving notice 
thereof. 
(/) Penalities for violations of the by-laws. 
(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 or stockholder 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; and the marketing contract between the association and 
its members or stockholders which every member or stockholder may be required 
to sign. 
(i) The number and qualification of members or stockholders of the asso- 
ciation and the conditions precedent to membership or ownership of common 
stock ; the method, time, and manner of permitting members to withdraw or 
the holders of common stock to transfer their stock ; the manner of assignment 
and transfer of the interest of members and of the shares of common stock; 
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 stockholder 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 case of the withdrawal or expulsion of a member, the board of directors 
shall equitably and conclusively appraise his property interests in the associa- 
tion and shall fix the amount thereof in money, which shall be paid to him 
within one year after such expulsion or withdrawal. 
11. General and special meetings — How called. — In its by-laws each associa- 
tion shall provide for one or more regular meetings annually. The board of 
directors shall have the right to call a special meeting at any time; and 10 
per cent of the members or stockholders 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 10 days prior to the meeting: Provided, however, 
That the by-laws may require instead that such notice may be given by publi- 
cation in a newspaper of general circulation, published at the principal place 
of business of the association. 
12. Directors — Election. — The affairs of the association shall be managed by 
a board of not less than five directors, elected by the members or stockholders 
from their own number. The by-laws 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 ejected by the members in that district. In such a case the 
by-laws shall specify the number of directors to be elected by each district, the 
manner and method of reapportioning the directors and of redisricting the 
territory covered by the association. The by-laws 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 by-laws may provide that one or more directors may be appointed by 
any public official or commission or by the other directors selected by the mem- 
bers or their delegates. Such directors shall represent primarily the interest 
of the general public in such associations. The director or directors so ap- 
pointed need not be members or stockholders of the association ; but shall have 
the same powers and rights as other directors. Such directors shall not num- 
ber more than one-fifth of the entire number of directors. 
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 or holders of common 
