122 BULLETIN 1106, U. S. DEPARTMENT OE AGRICULTURE 
stock of the association or others, or differing from terms generally current 
in that district. 
The by-laws may provide for an executive committee and may allot to 
such committee all the functions and powers of the board of directors, subject 
to the general direction and control of the board. 
When a vacancy on the board of directors occurs other than by expiration 
of term, the remaining members of the board, by a majority vote, shall fill the 
vacancy, unless the by-laws provide for an election of directors by district. 
In such a case the board of directors shall immediately call a special meeting 
of the members or stockholders in that district to fill the vacancy. 
13. Election of officers. — The directors shall elect from their number a presi- 
dent and one or more vice presidents. They shall also elect a secretary and a 
treasurer, who need not be directors or members of the association; and they 
may combine the two latter offices and designate the combined office as secre- 
tary-treasurer ; or unite both functions and titles in one person. The treasurer 
may be a bank or any depositary, and as such, shall not be considered as an 
officer, but as a function, of the board of directors. In such case, the secretary 
shall perform the usual accounting duties of the treasurer, excepting that the 
funds shall be deposited only as and where authorized by the board of directors. 
14. Stock — Membership certificate — When issued — Voting — Liability — Limita- 
tions on transfer and oionership — When a member of an association established 
without capital stock has paid his membership fee in full, he shall receive a 
certificate of membership. 
No association shall issue stock to a member until it has been fully paid for. 
The promissory notes of the members may be accepted by the association as 
full or partial payment. The association shall hold the stock as security for 
the payment of the note ; but such . retention as security shall not affect the 
member's right to vote. 
No member shall be liable for the debts of the association to an amount 
exceeding the sum remaining unpaid on his membership fee or his subscrip- 
tion to the capital stock, including any unpaid balance on any promissory notes 
given in payment thereof. 
No stockholder of a cooperative association shall own more than one- 
twentieth (yio) of the common stock of the association ; and an association, in its 
by-laws, may limit the amount of common stock which one member may own 
to any amount less than one-twentieth (J£ ) of the common stock. 
No member or stockholder shall be entitled to more than one vote, regardless 
of the number of shares of common stock owned by him. 
Any association organized with stock under this act may issue preferred 
stock, with or without the right to vote. Such stock may be redeemable or 
retirable by the association on such terms and conditions as may be provided 
for by the articles of incorporation and printed on the face of the certificate. 
The by-laws shall prohibit the transfer of the common stock of the associa- 
tion to persons not engaged in the production of the agricultural products 
handled by the association; and such restrictions must be printed upon every 
certificate of stock subject thereto. 
The association may, at any time, as specified in the by-laws, except when 
the debts of the association exceed fifty (50) per cent of the assets thereof, buy 
in or purchase its common stock at the book value thereof, as conclusively de- 
termined by the board of directors, and pay for it in cash within one (1) year 
thereafter. 
15. Removal of officer or director. — Any member may bring charges against 
an officer or director by filing them in writing with the secretary of the 
association, together with a petition signed by 5 per cent of the members, 
requesting the removal of the officer or director in question. The removal shall 
be voted upon at the next regular or special meeting of the association and, 
by a vote of a majority of the members, the association may remove the officer 
or director and fill the vacancy. The director or officer, against whom such 
charges have been brought, shall be informed in writing of the charges previous 
to the meeting and shall have an opportunity at the meeting to be heard in 
person or by counsel and to present witnesses; and the person or persons 
bringing the charges against him shall have the same opportunity. 
In case the by-laws provide for election of directors by districts with primary 
elections in each district, then the petition for removal of a director must be 
signed by twenty (20) per cent of the members residing in the district from which 
he was elected. The board of directors must call a special meeting of the mem- 
