LEGAL PHASES OF COOPERATIVE ASSOCIATIONS. 15 
and conditions to be fixed by the by-laws or by agreement between 
stockholders, but, in case the offer to sell were refused, the stock 
would be no longer subject to the conditions." The court held this 
provision and the by-laws and the agreement connected therewith 
valid and enforceable. Notice of the restrictions on the sale of 
stock were stamped on each certificate of stock. 44 Section 10 of the 
General Corporation Law of New York provides that " The certifi- 
cate of incorporation of any corporation may contain any provisions 
for the regulation of the business and the conduct of the affairs of 
the corporation, and any limitation upon its powers, or upon the 
powers of its directors and stockholders, which does not exempt 
them from the performance of any obligation or the performance 
of any duty imposed by law." It was apparently in pursuance of 
this provision that the restrictions on the right to transfer the stock 
were included in the certificates of incorporation. In every case un- 
doubtedly there must be some provision in the statute or general law 
of the State under which an association is formed to authorize the 
inclusion in the articles of association or the certificates of incorpora- 
tion of a provision such as that involved in the New York case. A 
case presenting similar facts in which a like conculsion was reached 
was passed upon by the Supreme Court of Massachusetts. 45 If there 
is nothing in the law of the State authorizing the inclusion of a 
provision in the articles of association or the certificate of incorpora- 
tion restricting the transfer of stock, the fact that one was included 
would undoubtedly be held to be valueless. 
A statute may authorize associations incorporated under it to 
adopt by-laws restrictive of the right to transfer stock. This was 
the situation in a North Dakota case. 46 The statute empowered 
associations incorporated under it, " To regulate and limit the right 
of stockholders to transfer their stock " and to make by-laws for 
the management of its affairs and, "To provide therein the terms 
and limitations of stock ownership." It was held that a by-law 
which provided that, " No stockholder shall transfer his stock with- 
out first giving the corporation 90 days' notice and option to pur- 
chase said stock at par plus the accrued and undivided dividends 
which are payable per share " was valid. The by-law was referred 
to on the face of the certificates of stock. 
A similar conclusion was reached in an Ohio case involving an 
analogous statutory provision. 47 Where the statute under which 
an association is incorporated authorizes the inclusion in the articles 
of association or the certificate of incorporation or in the by-laws of 
44 Bloomingdale v. Bloomingdale, 177 N. Y. S. 873. 
45 Longyear v. Hardman, 219 Mass. 405, 106 N. E. 1012 ; see also Kasper v. Kalt 
Zimmers Mfg. Co., 159 Wis. 517, 149 N. W. 754. 
^Chaffee v. Farmers' Co-op. El. Co., (N. D.) 168 N. W. 016. 
47 Nicholson v. Franklin Brewing Co., 82 Ohio 94, 91 N. E. 991, 19 Am. Cas. 699. 
