Oklahoma.-Statutes of 1893, paragraph 5726 (as amended by chapter 29, Acts of 1899). Oregon.-Annotated Codes and Statutes of 1902, section 4836. Not less than seven nor more than ten hours. North Carolina.-Revisal of 1905, section 2721. Ten hours. South Carolina.-Civil Code, section 1355. PUBLIC PRINTING TO BE DONE WITHIN THE STATE. The provision found in the laws of a number of States requiring public printing to be done within the State is doubtless intended to favor local industry. In some States a proviso is added allowing bids from outside the State to be secured where the difference in cost would seem to warrant, or where there appears to be a combination in the State to maintain prices and prevent free competition. The following States have laws directing printing to be done within the State: Alabama.-Code of 1907, section 1657. Arkansas.-Digest of 1904, section 6421 (as amended by act No. 270, Acts of 1905). Colorado.-Mills' Supplement, section 804b. Florida.-General Statutes of 1906, section 654. Illinois. Revised Statutes of 1905, chapter 127, section 13. Kansas. Constitution, article 15, section 230. Texas.-Revised Statutes of 1895, article 4221. Of these States the following make provision for bids from outside the State when one or both the conditions named above exist: Alabama, Arkansas, Colorado, Idaho, North Dakota (allows a difference of 15 per cent), and Tennessee. COOPERATIVE ASSOCIATIONS. A number of States have special laws providing for the formation of cooperative associations for profit. So far as productive associations are concerned the intention of these laws is to provide for the formation of industrial undertakings by groups of persons associated to manage a business in corporate form, the labor of which shall be furnished largely or exclusively by the members themselves. The laws of the various States vary considerably in detail, but the essential features are so similar that no summary or digest is necessary. As fairly representative of this class of laws, that of Illinois, found in the Revised Statutes of 1905, is reproduced in full: CHAPTER 32.-Cooperative associations. Mode of in SECTION 103. Whenever any number of persons not less than three nor more than seven, may desire to become incorporated as a corporation. cooperative association for the purpose of prosecuting any branch of industry, they shall make a statement to that effect under their hands and seals, duly acknowledged before some officer in the manner provided for the acknowledgment of deeds, setting forth the name of the proposed corporation, its capital stock, its location, and duration of the association, and the particular branch of industry which they intend to prosecute, which statement shall be filed in the office of the secretary of state. The secretary of state shall thereupon issue to such persons a license as commissioners to open books for subscription to the capital stock of such association, at such time and place as they may determine. No license shall be issued to two associations of the same name. The name of the city, village or town in which the association may be located shall form no part of the name. But one share SEC. 104. No person shall be permitted to subscribe more nor less than one share to the capital stock of such association, nor shall of stock to be held. any person be permitted in any manner to own or control more or less than one share in such association. SEC. 105. As soon as ten shares or more of the capital stock Organization. shall be subscribed, the commissioners shall convene a meeting of the subscribers for the purpose of electing directors, adopting bylaws and transacting such other business as shall properly come before them. Notice thereof shall be given by depositing in the post-office, properly addressed to each subscriber, at least ten days before the time fixed, a written or printed notice, stating the object, time and place of such meeting. Directors of associations organized under this act shall be elected, classified, and hold their office for such period of time as is provided by general law governing the election and classification of directors, trustees or managers of corporations. Certificate. SEC. 106. The commissioners shall make a full report of their Report of proproceedings, including therein a copy of the notice provided for in ceedings. the foregoing section, a copy of the subscription list, a copy of the by-laws adopted by the association, and the names of the directors elected and their respective terms of office, which report shall be sworn to by at least a majority of the commissioners, and shall be filed in the office of the secretary of state. The secretary shall thereupon issue a certificate of the complete organization of the association, making a part thereof a copy of all papers filed in his office in and about the organization of the corporation, and duly authenticated under his hand and seal of state; and the same shall be recorded in the office of the recorder of deeds in the county in which the principal office of such association is located. Upon the recording of said copy the association shall be deemed fully organized, and may proceed to business. Unless such association shall be organized and shall proceed to business within three years after the date of such license, the license to form such association shall be deemed revoked, and all proceedings thereunder shall be void. SEC. 107. Associations formed under this act shall be bodies corporate and politic for the period for which they are organized, may sue and be sued, may have a common seal, which they may alter or renew at pleasure; may own, possess and enjoy so much real and personal estate as shall be necessary for the transaction of their business, and may sell and dispose of the same when, in the opinion of the shareholders, it is not required for the uses of the association. They may borrow money at legal rates of interest, and pledge their property, both real and personal, to secure payment thereof, and may have and exercise all powers necessary and Powers. Board of directors. Officers. requisite to carry into effect the objects for which they may be formed. SEC. 108. The corporate powers shall be exercised by a board of directors, the number of which shall be fixed by the by-laws of the association, but the number may be increased or diminished by a majority of the shareholders at any properly called meeting. The officers of the association shall consist of a president, vice-president, secretary and treasurer, to be elected by the shareholders at their annual meeting as may be provided for in the by-laws of the association; who shall be elected at some regular meeting of the shareholders as may be by by-laws provided. All by-laws of the association shall be adopted by the shareholders of the association. Compensation SEC. 109. No officer or director shall receive any compensation of officers, etc. for his services except such as may be provided for in the by-laws of the association. It shall be the duty of the secretary to be present at all meetings of the directors and meetings of the shareholders, and faithfully make and preserve a record of all the proceedings of such meetings, which record shall be kept in a suitable place accessible to the inspection of any shareholder. He shall be the bookkeeper of the association, shall keep the accounts between the association and the individual shareholders, officers and agents thereof, and between the association and all parties with whom it may transact business, and such other duties as may be imposed upon him by the by-laws of the association. Value shares. of SEC. 110. The shares of stock shall not be less than $50 nor more than $2,000 per share, and subscriptions therefor shall be made payable to the association, and in installments, and at such time or times as shall be determined by the shareholders, and an action may be maintained in the name of the association to recover any installment which shall remain due and unpaid for the period of thirty days after personal demand therefor; or in cases where personal demand is not made, within thirty days after a written or printed notice has been deposited in the post-office, properly Payments, directed to the post-office address of the shareholder. The associaforfeiture, etc. tion may by by-laws prescribe other penalties for a failure to pay the installments that may from time to time become due, but no penalty working forfeiture of stock, or the amount paid thereon, shall be declared against any shareholder until the personal demand, or written or printed notice above provided for, shall have been made. Whenever a share of stock shall be forfeited, such share shall then become the property of the association and may be reissued to any person not already holding a share. But any proceeds received from such reissue, over and above the amount due on said share, by the association, shall be paid to the delinquent shareholder. SEC. 111. Every assignment or transfer of stock on which there remains any portion unpaid shall be recorded in the books of the association, and each shareholder shall be liable jointly with the association as well as severally for the debts of the association to the extent of the amount that may be unpaid upon the share held by him. No assignor of a share shall be released from any such indebtedness by reason of any assignment of his share, but shall remain liable therefor jointly with the assignee and the association, or severally, until the stock is fully paid up. Every assignee of a share shall be liable for the amount unpaid thereon, the same as if he had been an original shareholder. No assignment shall be made to any person who already holds a share. No assignee or transferee of stock shall have any equitable or legal title in the same, or have the right to vote at any shareholders' meeting until such assignment or transfer shall be recorded as above provided for. On no question shall any shareholder have more than one vote. SEC. 112. All dividends of profits made by any association incorporated under this act shall be made in proportion to the amount of work performed, or product produced by each shareholder, and the association shall decide by by-law whether each shareholder's work or product shall be measured by the piece, or by the day or hour, or may classify the work, and measure some by the piece, some by the day, and some by the hour, as the exigencies of the case may demand. The association shall also provide by by-law how different kinds of piecework shall be rated, and how piecework shall be rated with day or hour work; shall provide how and by whom all kinds of work shall be received as properly executed from the shareholders for the association; shall provide the manner of giving out material to the different shareholders with which to work, and as to what position or location shall be assigned to each shareholder and by whom. Should any shareholder be dissatisfied with the decision upon his work, or with the material given him, or the position or location assigned him, he may appeal to the association at some regular meeting of the shareholders, whose decision shall be final. The association may provide by by-law how such appeal may be conducted. If in any kind of industry it should be impossible to assign all shareholders to equally advantageous positions or locations in work, the association may provide that shareholders shall periodically change places, or provide any other method of equalizing such matters in accordance with justice and equity. SEC. 113. It shall be unlawful for the association to hire any Employment person to engage in the principal business for which the associa- of labor. tion was organized to prosecute, it being the intent of this act that such labor shall be performed by the shareholders of the association to preserve the cooperative feature. It shall be lawful for any shareholder, in case he shall be detained from work by sickness of self or family, or very urgent business, to employ and furnish a competent substitute to perform such labor as would be assigned to the absent shareholder; and in such case the dividends shall be made to such shareholder the same as if he was present performing his labor himself. The association shall not be liable in any manner for the pay of such substitute. Death SEC. 114. Whenever any shareholder may die, his share shall become a personal asset of his estate, and may be sold by his shareholder. legal representative to any person, or may be awarded as a dividend of the estate to any person competent to work the share, or to any devisee or legatee competent to work the share, not already a shareholder, and the same may be assigned or transferred in the same manner, and subject to the same regulations prescribed in section 9 [111] of this act. Such legal representative shall have the right to furnish a competent substitute to work the share of such deceased person for the space of two years after the death of the deceased, unless the same shall have been sooner sold, or awarded as an estate dividend, or devise or legacy, as in this section provided, and during the time such substitute may be furnished, such legal representative, for the use of the estate, shall be entitled to vote, receive dividends and shall inure to all the benefits to which the deceased if living and working his share would have been entitled. Whenever such share shall become a part of the widow's allowance in the course of the administration of the estate of any deceased shareholder, she may furnish a competent substitute to work such share, and shall be entitled to all privileges, dividends, etc., to which her husband would have been entitled, so long as she may desire to hold such share. She shall also have the privilege to sell the same whenever she may desire under the provisions of section 9 [111] of this act. Substitute. SEC. 115. Any association licensed to operate under this act Increase may increase its membership of shareholders in such manner as membership. it may by by-law provide, not inconsistent with any of the provisions of this act. of of Power re SEC. 116. The general assembly hereby reserve the power to prescribe such regulations and provisions governing any and all served. associations incorporated under this act as it may deem advisable, such regulations and provisions to be binding on associations incorporated at the time such regulations may be made as well as those thereafter incorporated. Powers sur- SEC. 117. All associations organized under this act, whose viving charter powers may have expired by limitation or otherwise, shall conperiod. tinue their corporate capacity during the term of two years for the purpose only of collecting debts due the association, and selling and conveying the property and effects thereof, and during such time shall be capable of prosecuting and defending suits in law or equity. The dissolution for any cause whatever, of any association incorporated under this act, shall not take away or impair any remedy given against such association, its shareholders, officers, or agents, for any liabilities incurred previous to dissolution. Access to books. Failure to elect officers. SEC. 118. It shall be the duty of the directors of any association to cause to be kept at its principal office, or place of business, in this State, correct books of account of all its business, and every shareholder of such association shall have the right at all reasonable times, by himself or his attorney, to examine the records and books of account of the association. SEC. 119. A failure to elect directors or officers, or both, on the day designated in the by-laws, or on the day for which notice was given for election, shall not have the effect of dissolving the association, but such election may be held at any time after proper notice. Assessments. SEC. 120. All assessments or installments of the unpaid or partly unpaid shares of stock of any association shall be levied by the directors in accordance with the provisions of the by-laws, but any assessment or installment required to be paid shall be levied pro rata upon all the shares of stock. Liability for indebtedness. Paying divisolvent. SEC. 121. If the indebtedness of any association shall exceed the amount of its capital stock, the directors and officers of such association assenting thereto shall be individually liable for such excess to the creditors of such association. SEC. 122. If the directors or other officers or agents of any dends when in- association shall declare and pay any dividend, when such association is insolvent, or any dividend, the payment of which would diminish the amount of the capital stock, all directors, officers and agents assenting thereto shall be jointly and severally liable for all debts of such association then in existence and for all which shall thereafter be contracted, while they shall respectively continue in office. Meetings of SEC. 123. The board of directors shall hold stated meetings not directors. less frequent than once each month, as may be provided by the by-laws, and when such officers shall be present at any meeting, however called or notified, or shall sign a written consent on the record of such meeting, the acts of such meeting shall be as valid as if legally called and notified. All directors' meetings must be held within the limits of this State. shareholders. Quorum. Meetings of SEC. 124. The shareholders of every association shall hold regular meetings not less frequently than once each month as may be provided by the by-laws, and shall be presided over by the president of the association, or in his absence the vice-president shall preside, and in his absence, the meeting may elect a president pro tempore, who shall preside during that meeting. It shall require a majority of all the shareholders entitled to vote, to be present, either in person or by written proxy, to constitute a quorum to transact business, but a smaller number may adjourn from time to time if they desire or until the next regular meeting. SEC. 125. No by-law shall be adopted, amended or repealed, except by an affirmative vote of a majority of all the shareholders entitled to vote. Such vote shall be taken by a call of the roll of shareholders by the secretary of the meeting, noting the responses, whether aye or no, opposite their respective names, and which vote shall be spread upon the records of the proceedings. Votes upon other questions may be viva voce, showing of hands, or a division of the house, unless three shareholders by themselves or proxy shall call for the ayes and noes, when in such case the roll shall be called and the aye and no vote taken. If in calling the roll upon any question, less than a quorum votes, the pending question shall By-laws, voting, etc. |