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The Florida Senate

2010 Florida Statutes

F.S. 618.15

Capital stock and membership.


When a member of an association organized without capital stock has paid his or her membership fee in full the member shall receive a certificate of membership. An association may issue its shares of stock having no par value from time to time for such consideration as may be fixed by the board of directors. No association shall issue stock until it has been fully paid for. Promissory notes may be accepted by the association as full or partial payment for such stock. The association shall hold the stock as security for the payment of the note; but such retention as security shall not affect the right of any stockholder to vote unless such notes are past due.


No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or subscription to capital stock, including any unpaid balance on any promissory notes given in payment thereof.


No stockholder of an association organized under this chapter, except an association organized under this chapter or an association as defined in this chapter, shall own more than one-third of the outstanding common stock of the association; and an association in its bylaws may limit the amount of common stock which one member may own to an amount less than one-third of the outstanding common stock. The association shall limit its dividends on stock both common and preferred, to any amount not greater than 8 percent per annum on the par value thereof, or if such capital stock is without par value, then upon the actual cash value of the consideration received by the association therefor. The association by the vote of its directors, may establish and accumulate reserves out of earnings, including a permanent surplus fund as an addition to capital. Net income in excess of additions to reserves and surpluses so established shall be distributed to the members of the association on the basis of patronage. Any distribution of reserves and surpluses at any time shall be made to members at the time such distribution is ordered on the basis of patronage.


Any receipts or dividends from subsidiary corporations or from stock or other securities owned by the association shall be included in the ordinary receipts of the association.


No member in any association without capital stock shall be entitled to more than one vote; but the bylaws may provide that such members or the holders of common stock in an association with capital stock, may vote upon any or all questions on a patronage basis.


Preferred stock may be sold to any person, member or nonmember, and may be redeemable or retirable by the association on such terms and conditions as may be provided for in the articles of incorporation, and printed on the stock certificates. The bylaws, except as otherwise provided for in this chapter, shall prohibit the transfer of the common stock of the association to persons not engaged in the production of agricultural products and such restrictions shall be printed upon every certificate of stock subject thereto.


s. 14, ch. 9300, 1923; CGL 6479; s. 14, ch. 14675, 1931; s. 111, ch. 97-102.