The Florida Senate

619.01  Nonprofit cooperative associations; powers.

619.02  Associations not in restraint of trade.

619.03  Prohibitions; membership; assignment.

619.04  Articles of incorporation.

619.05  Amendment of articles of incorporation.

619.06  Bylaws.

619.07  Special powers; marketing contracts; voluntary dissolution.

619.08  May own stock in certain corporations.

619.09  Quo warranto to test validity of incorporation.

619.01  Nonprofit cooperative associations; powers.--Three or more persons engaged in the production, preserving, drying, packing, canning, bottling, shipping, or marketing of agricultural products, as defined in s. 618.01, or in the manufacture or preparation of any confection, extracts, oils, juices, or byproducts, or three or more persons engaged in the production and marketing of aquatic products and sponges, may form a nonprofit cooperative association under the provisions of this chapter to carry on said business. Such associations shall have and may exercise powers authorized by this chapter, powers, necessarily incidental thereto, and all other powers granted to private corporations by the laws of this state, except such powers as are inconsistent with those granted by this chapter.

History.--s. 1, ch. 5958, 1909; RGS 4510; s. 1, ch. 9144, 1923; s. 1, ch. 10097, 1925; CGL 6509; s. 1, ch. 14544, 1929; s. 2, ch. 74-88; s. 1, ch. 88-34.

619.02  Associations not in restraint of trade.--No association organized under this chapter shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition to fix prices arbitrarily, nor shall the marketing contracts, or any agreements authorized in this chapter be considered illegal or in restraint of trade.

History.--s. 1, ch. 5958, 1909; RGS 4510; s. 1, ch. 9144, 1923; s. 1, ch. 10097, 1925; CGL 6509; s. 1, ch. 14544, 1929.

619.03  Prohibitions; membership; assignment.--Such associations shall not have a capital stock, and its business shall not be carried on for profit. Any person, or any number of persons, in addition to the original incorporators, may become members of such association, upon such terms and conditions as to membership and subject to such rules and regulations as to their, and each of their, contract and other rights and liabilities between it and the member, as the said association shall provide in its bylaws. The association shall issue a certificate of membership to each member but the said membership, or the said certificate thereof, shall not be assigned by a member to any other person, nor shall the assigns thereof be entitled to membership in the association or to any property rights or interest therein. Nor shall a purchaser at execution sale, or any other person who may succeed, by operation of law or otherwise, to the property interests of a member, be entitled to membership or become a member of the association by virtue of such transfer. The board of directors may, however, by motion duly adopted by it, consent to such assignment or transfer and to the acceptance of the assignee or transferee as a member of the association, but the association may, by its bylaws, provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed.

History.--s. 2, ch. 5958, 1909; RGS 4511; CGL 6510.

619.04  Articles of incorporation.--Each association formed under this chapter must prepare and file articles of incorporation in the same manner and under the same regulations as required under chapter 607, and therein shall set forth:

(1)  The name of the association.

(2)  The purpose for which it is formed.

(3)  The place where its principal business will be transacted.

(4)  The term for which it is to exist, not exceeding 50 years.

(5)  The number of directors thereof, which must not be less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors shall have been elected and shall have accepted office.

(6)  Whether the voting power and the property rights and interest of each member shall be equal, or unequal, and if unequal these articles shall set forth a general rule applicable to all members by which the voting power and the property rights and interests, respectively, of each member may and shall be determined and fixed, but the association shall have power to admit new members, who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general rule. This provision of the articles of incorporation shall not be altered, amended or repealed except by the unanimous written consent or the vote of all the members.

(7)  Said articles must be subscribed by the original members and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments of deeds of conveyance, and shall be filed in accordance with the provisions of law, and when so filed the said articles of incorporation or certified copies thereof shall be received in all the courts of this state and other places as prima facie evidence of the facts contained therein.

History.--s. 3, ch. 5958, 1909; RGS 4512; CGL 6511; s. 9, ch. 79-9.

619.05  Amendment of articles of incorporation.--

(1)  Any nonprofit cooperative association heretofore or hereafter organized may amend its charter by a two-thirds vote of all its members at any regular meeting, or at a special meeting called for that purpose.

(2)  If the proposed alteration or amendment shall be so adopted, the corporation shall prepare a certificate, under its common seal, of the proposed alteration or amendment as adopted by said corporation, which certificate accompanied by said proposed amendment or alteration, shall be signed by the president or vice president of said corporation and attested by its secretary, and file the same with the Department of State; which certificate accompanied by said proposed amendment or alteration, shall be produced to the Governor, who shall examine the same, and if it is found to be in proper form, and that the proposed alteration or amendment has been properly adopted, is lawful and not injurious to the community, and is in accord with the purpose of the charter, the Governor shall approve the same, and thereupon letters patent shall issue, reciting the alteration or amendment; and the said letters patent shall then be recorded by the Department of State, and from the date of the record thereof in the Department of State, said alteration or amendment shall be treated and considered as a part of the charter of said corporation.

History.--s. 1, ch. 17132, 1935; CGL 1936 Supp. 6515(1); s. 17, ch. 61-530; ss. 10, 35, ch. 69-106.

619.06  Bylaws.--Each association incorporated under this chapter must, within 30 days after its incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of this law. A majority vote of the members or the written assent of members representing a majority of the votes, is necessary to adopt such bylaws. The provisions of the general laws of this state not inconsistent with the provisions of this chapter shall apply to the bylaws of the corporations provided for in this chapter. Each association may also, by its bylaws adopted as aforesaid, provide for the following matters:

(1)  The manner of removal of any one or more of its directors and for filling any and all vacancies in the board of directors.

(2)  The number of directors and the number of members or votes thereof constituting a quorum.

(3)  The conditions upon which, and the time when, membership of any member in the association shall cease; the mode, manner and effect of expulsion of a member, subject to the right of the expelled member to have the board of directors (equitably) appraise the expelled member's property interests in the association and to affix the amount thereof in money, and to have the money paid to him or her within 60 days after such expulsion.

(4)  The amount of membership fee, if any, and the amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association, and also the compensation, if any, to be paid by each member for any services rendered by the association to him or her, and the time of payment and the manner of collecting the same, and for forfeiture of the interest of the member in the association for nonpayment of the same.

(5)  The number and qualification of members of the association and the conditions precedent to membership, and the method, time and manner of permitting members to withdraw, and providing for the assignment and transfer of the interest of the member, and the manner of determining the value of such interest, and providing for the purchase of such interest by the association upon the death, withdrawal or expulsion of a member or upon the forfeiture of his or her membership, at the option of the association.

(6)  Permitting members to vote by their proxies and determining the conditions, manner, form and effect thereof.

History.--s. 4, ch. 5958, 1909; RGS 4513; CGL 6512; s. 114, ch. 97-102.

619.07  Special powers; marketing contracts; voluntary dissolution.--Each association incorporated under this chapter shall have the powers granted by the provisions of this law and other laws of Florida relating to private corporations, and shall also have the following powers:

(1)  To appoint such agents and officers as its business may require, and such appointed agents may be either persons or corporations; to admit persons to membership in the association, and to expel any member pursuant to the provisions of its bylaws; to forfeit the membership of any member for violation of any agreement between the member and the association, or for his or her violation of its bylaws.

(2)  To purchase or otherwise acquire, hold, own, sell, and otherwise dispose of any and every kind of real and personal property necessary to carry on its business, and to acquire by purchase or otherwise the interest of any member in the property of the association.

(3)  Upon the written assent or by a vote of members representing two-thirds of the total votes of all members to cooperate with any other cooperative corporation or corporations for the cooperative and more economical carrying on of their respective business, by consolidation; upon resolution adopted by board of directors, to enter into all necessary and proper contracts and agreements, and to make all necessary and proper stipulations and arrangements with any other cooperative corporation or corporations, for the cooperative and more economical carrying on of its business, or any part thereof; or any two or more cooperative corporations organized under this title, upon resolutions adopted by their respective boards of directors, may for the purpose of more economically carrying on their respective business, by agreement between them, unite in employing and using, or several associations may separately employ and use, the same methods, means and agencies for carrying on and conducting their respective businesses.

(4)  To organize, form, operate, own, control, have interest in, own stock of, or be a member of any other corporation, with or without capital stock, and engaged in preserving, drying, processing, canning, picking, hauling, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling any of the agricultural or horticultural products handled by the association, or the byproducts thereof.

(5)  To make and execute marketing contracts requiring the members to sell, for any period of time, not over 10 years, all or any specified part of their agricultural products, as defined in s. 618.01, exclusively to or through the association or any facilities to be created by the association. The contracts may provide that the association may sell or resell the products of its members with or without taking title thereto, and pay over to its members the sale or resale price, after deducting all necessary selling, overhead, and other costs and expenses, including interest on bonds, not exceeding 8 percent per annum and reserves for retiring the bonds, if any, and other proper reserves.

(6)  Either the bylaws or the marketing contracts, or both the said bylaws and marketing contracts may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by the member of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract by the association and any such provisions shall be valid and enforceable in the courts of this state.

(7)  In the event of any breach or threatened breach of a marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action, and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and a preliminary injunction against the member.

(8)  Any association formed or consolidated under this chapter may be dissolved and its affairs wound up voluntarily by the written request of members representing two-thirds of the total votes, in the manner and with the effect now provided by law, except that the moneys remaining after liquidation shall be divided among the members in proportion to their property interest therein.

History.--s. 5, ch. 5958, 1909; RGS 4514; s. 2, ch. 10097, 1925; CGL 6513; s. 2, ch. 88-34; s. 115, ch. 97-102.

619.08  May own stock in certain corporations.--Any association formed under this chapter may own or hold stock in any corporation organized under the laws of the state, if such corporation is organized, or conducts, or operates, its business, solely for the benefit or advancement of the interests of persons engaged in the production, preservation, drying, packing, bottling, shipping, or marketing of agricultural products as defined in s. 618.01.

History.--s. 1, ch. 7383, 1917; RGS 4515; CGL 6514; s. 3, ch. 88-34.

619.09  Quo warranto to test validity of incorporation.--The right of an association claiming to be organized and incorporated and carrying on its business under this chapter to do and to continue its business, may be inquired into by quo warranto at the suit of the Department of Legal Affairs, but not otherwise.

History.--s. 8, ch. 5958, 1909; RGS 4516; CGL 6515; ss. 11, 35, ch. 69-106.