To repeal sections 357.010, 357.050, 357.130 and 357.150, RSMo 1994, relating to cooperative companies, and to enact in lieu thereof three new sections relating to the same subject.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF MISSOURI, AS FOLLOWS:

     Section A. Sections 357.010, 357.050, 357.130 and 357.150 RSMO 1994, are repealed and three new sections are enacted to be known as sections 357.010, 357.050 and 357.130, to read as follows:

     357.010. 1. Any number of persons, not less than [twelve] five, may associate themselves together as a cooperative association, society or exchange, having all the incidents, powers and privileges of corporations, for the purpose of producing or furnishing goods, services, or housing, or for the purpose of conducting any agricultural or mercantile business on the cooperative plan, including the buying, selling, manufacturing, storage, transportation or other handling or dealing in or with, by associations of agriculturists, of agricultural, dairy or similar products, and including the manufacturing transformation of such articles into products derived therefrom, and for the purpose of the purchasing of or selling to all shareholders and others groceries, provisions and all other articles of merchandise.

     2. For the purposes of this section the words "association", "company", "corporation", "society" or "exchange" shall be construed to mean the same.

     3. A corporation, other than a cooperative incorporated under this chapter, may convert itself into a cooperative, if such corporation can qualify as a cooperative under the provisions of this chapter, by adopting an amendment to its articles of incorporation by which it elects to become subject to the provisions of this chapter. Such amendment shall include all information required by section 357.020 and may include any desirable changes permitted by this chapter. Such amendment shall be adopted, filed and recorded in the manner provided by law applicable to the corporation prior to such conversion, except that the fee for such amendment shall be that amount required of a newly formed cooperative as set forth in section 357.060.

     357.050. No shareholder in any such association shall own shares of a greater aggregate par value than [ten] twenty percent of the aggregate par value of all shares of stock of such association.

     357.130. 1. The shareholders of such an association at any general or special meeting, shall apportion the earnings by first setting aside not less than ten percent of the net profits for a reserve fund until an amount has accumulated in the said reserve fund equal to fifty percent of the paid-up capital stock, and then shall be declared a dividend upon paid-up capital stock, to be determined by the said shareholders, which dividends shall not exceed ten percent and the remainder of the said net profits shall then be divided by a uniform dividend, determined and based upon the amount of sales or purchases or upon both the sales and purchases of those who have done business with such association. In case the association is both a selling and productive company, such last mentioned dividends may be determined by and based upon both raw material delivered and goods purchased by patrons. The net profits of said association shall be distributed at least once in each period of twelve months at such time and in such manner as may be provided by its bylaws. Each association may, by a majority vote of its shareholders or by their written assent, adopt bylaws.

     2. Said bylaws may provide for any or all of the following matters:

     (1) The time, place and manner of calling and conducting its meetings;

     (2) The number of shareholders constituting a quorum;

     (3) The right of shareholders to vote by proxy or by mail, or by both; and the conditions, manner, form and effects of such votes;

     (4) The number of directors and the number which shall constitute a quorum;

     (5) The qualifications, compensation, duties and term of office of directors and officers; the time of their election and mode and manner of giving notice thereof;

     (6) Penalties for the violation of the bylaws; and if the association is affiliated with a statewide farm organization, the manner and method of collecting dues of said statewide organization, through the association;

     (7) It shall be lawful for said bylaws to require the holder of stock desiring to dispose of same to first deposit said stock certificates with the secretary-treasurer, or chairman of the board of directors; to be sold or purchased under the direction of the board of directors; provided, that said board shall not dispose of or purchase any stock below its bona fide book value without the written consent of the holder thereof, and unless said stock is disposed of or purchased within sixty days after the deposit thereof for sale, as above provided, the owner thereof shall be free to dispose of same without restriction; provided further, that the bylaws may prohibit the transfer of stock certificates until all claims of the association against the owner thereof have been paid;

     (8) The business activities which said association is engaged in, and the manner and method of conducting such activities [same, either independently or jointly with other cooperative associations or statewide farm organizations]; provided, that no bylaws shall be legal which attempt to enlarge the powers of associations organized hereunder.

          [357.150. None of the funds of any association organized under the provisions of this chapter shall be used in the payment of any expenses for promotion of any such organization, such, for instance, as commissions, salaries or expenses of any kind, character, or nature whatsoever.]