LEGAL PHASES OF COOPERATIVE ASSOCIATIONS. 21 
bership as that possessed by nonstock corporations. In several juris- 
dictions at this time statutes providing- for the incorporation of co- 
operative associations with capital stock exist which give such asso- 
ciations control over their members or stockholders comparable with 
that fundamentally possessed by nonstock corporations. 
TRANSFER OF STOCK, LOSS OF MEMBERSHIP. 
As has been pointed out elsewhere, an incorporated cooperative 
association or other corporation may, if appropriate statutory au- 
thority exists, restrict the transfer of its stock. At common law, 
however, shares of stock may be transferred or disposed of in any of 
the ways known to the law. In the absence of restrictions, therefore, 
shares of stock may be sold, devised, or transferred like property of 
any other kind. Transfer books are usually kept by corporations in 
which the names and addresses of purchasers of stock are kept. This 
is necessary in order that the officers of the corporation may be able 
to pay the dividends to those entitled thereto, and in order that 
notices may be sent to the shareholders. Fundamentally, and this is 
the rule in the absence of stipulations to the contrary, on the transfer 
of the stock of a corporation held by an individual the purchaser 
stands in the place of the former owner as to rights and liabilities, 
and the former owner has no further interest in the corporation and 
is free from any further liability. 65 
As previously stated, the general rule is that the owner of stock 
or the holder of a membership certificate that is fully paid for is 
exempt from liability to the creditors of the corporation. Limited 
liability is the general rule relative to the stockholders or members 
of a corporation. In the case of nonstock corporations one who 
ceases to be a member of the corporation from any cause in the 
absence of express provisions to the contrary loses his interest in 
the corporation and in turn is free from any further liability. 
At common law one who withdraws, resigns, or is expelled from 
a nonstock corporation or association is not entitled to any com- 
pensation or pay for his interest or equity in the assets of the 
association. In a Florida case 60 certain members withdrew from 
a fruit marketing association and then instituted a suit against it. 
One of the objects of the suit was to obtain compensation for " their 
interest" in the association. Apparently there was no provision, 
either statutory or otherwise, on the subject. The court held that 
the members on withdrawing from the association lost all their 
rights therein, and that all of the assets of the association could be 
6 * Whitney r. Butler, 118 U. S. 655. 
66 Clearwater Citrus Growers' Ass'n. v. Andrews (Florida), 87 So. 903; see also Union 
Benev. Soc. No. 8 v. Martin. 113 Ky. 25, 67 S. W. 38 ; Dade. Coal Co. v Penitentiary 
Co., 119 Ga. 824; 19 R. C L. 1267. 
