17-10-104. Such amendments shall be put into effect by the

17-10-104. Such amendments shall be put into effect by the directors, who shall sign and acknowledge and file, as above provided by the general corporation law of this state, new or revised certificates containing such amendments and superseding the original certificate.

17-10-108. Applicability of general corporation law relative to notice for service of process.

Public notice of the filing of the original certificate and of all amended certificates shall be given in like manner as that required in the case of corporations formed under the general corporation law. The corporation shall also designate an agent and office for the service of papers and processes as required by the general corporation law.

17-10-109. Powers.

(a) Each cooperative formed under the provisions of this article shall have power:

(i) To have succession by its corporate name for the period limited in its certificate;

(ii) To sue and be sued, complain and defend in any court;

(iii) To establish and use a common seal and alter the same;

(iv) To hold, purchase and convey such real and personal property as the purpose of the corporation may require, including stock or membership in subsidiary, allied or similar cooperative corporations within or without this state;

(v) To appoint such officers and agents as the business may require, including in every case, a president and a secretary, and to fix their compensation;

(vi) To make bylaws not inconsistent with law for the management of its property, the regulation of its business and the transfer of its stock or membership;

(vii) To engage in any activity in connection with producing, marketing, selling, preserving, drying, processing, canning, packing, handling, storing or utilization of any agricultural products of its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring or use by its members of supplies, machinery or equipment, or in the financing of such activities, or in any one (1) or more of the activities specified in this paragraph;

(viii) To borrow money and to make advances to members upon products of members in the hands of the association;

(ix) To act as agent or representative of any member or members in any of the activities mentioned in paragraphs (vii) and (viii) of this subsection;

(x) To purchase or otherwise acquire, and to hold, own and exercise all rights of ownership in, and to sell, transfer or pledge shares of the capital stock or bonds, or memberships of any corporation or association organized under this act;

(xi) To establish reserves and invest the funds thereof in bonds or such other property as may be provided in the bylaws;

(xii) To do each and everything necessary, suitable or proper for the accomplishment of any one (1) of the purposes or the attainment of any one (1) or more of the objects herein enumerated; and to contract accordingly; and in addition to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and in addition any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act; and to do any such things anywhere.

17-10-110. Members and stock generally.

(a) When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership.

(b) No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention of security shall not affect the members' right to vote.

(c) Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof.

(d) No stockholder of a cooperative association shall hold more than twenty percent (20%) of the common stock of the association; and the association, in its bylaws, may limit the amount of common stock which one (1) member may own to any amount less than twenty percent (20%) of the common stock.

(e) No member or stockholder shall be entitled to more than one (1) vote.

(f) The bylaws shall prohibit the transfer of the common stock or membership of the association to persons not engaged in the production of the agricultural products handled by the association, and such restrictions must be printed upon every certificate of stock or membership certificate subject thereto.

(g) Any association organized with stock under this act may issue preferred stock, without the right to vote, and bearing a rate of interest not to exceed eight percent (8%). Such stock may be redeemable or retireable by the association on such terms and conditions as may be provided for by the certificate of incorporation and printed on the face of the certificate.  17-10-111. Management by board of directors; composition and election of board; terms of office.

The stock, property and concerns of such corporation shall be managed by the board of directors who shall be respectively members, stockholders or subscribers for stock and who shall, after the first corporate year, be annually elected by the members or stockholders at such time and place as shall be provided by the bylaws. The bylaws may provide that the directors be elected for staggered terms not to exceed three (3) years. Directors shall hold office until their successors have been elected and qualified. The bylaws may provide that the territory in which the association has members shall be divided into districts, and the directors shall be elected according to such districts. In such case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections should be held in each district to elect the directors apportioned to such district, and the result of all such primary elections must be ratified by the next regular meeting of the association.

17-10-112. Regular meetings; calling of special meetings; notice of meetings.

In its bylaws each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten percent (10%) of the members or stockholders may file a petition stating the specific business to be brought before the association, and demand a special meeting at any time. Such meeting must thereupon be called by the board of directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least twenty (20) days prior to the meeting. Provided, however, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. Date of publication of such meeting is to be at least twenty (20) days before the date of such meeting.

17-10-113. Removal of officers or directors.

(a) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten percent (10%) of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association, and by a vote of a majority of the members of the association, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting, and shall have an opportunity at the meeting, to be heard in person or by counsel, and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity.

(b) In case the bylaws provide for the election of directors by districts, with primary elections in each district, then the petition for the removal of a director must be signed by twenty percent (20%) of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.

17-10-114. Liability of directors for excess of indebtedness over assets or capital.

If the indebtedness of such corporation shall at any time exceed the amount of the assets of a nonstock corporation or the amount of subscribed capital stock of a stock company, the directors assenting thereto shall be personally and individually liable for such excess to the creditors.

17-10-115. Apportionment of net profits by directors of corporation with capital stock.

(a) The directors in any cooperative association organized under this article may set aside a portion of net income to create or maintain a capital reserve as they see fit or may set aside none, in their discretion. In addition to a capital reserve, the board may:

(i) Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative association for:

(A) Promoting and encouraging cooperative organization;  (B) Promotion, education or research activities which are beneficial to the cooperative, its members and products; and

(C) Any other endeavor or effort which the board deems is in the best interests of the cooperative or its members.

(ii) Establish and accumulate reserves for new buildings, machinery and equipment depreciation, losses and other purposes.

(b) Repealed By Laws 2001, Ch. 144, § 4.

17-10-116. Repealed By Laws 2001, Ch. 144, § 4.

17-10-117. Sales contracts with members.

Any association organized under this act, as agent to sell the products of members or purchase supplies for members may operate upon a nonprofit basis by contracting to pay the members, for products sold by said members to or through the association, the resale price minus a uniform charge to cover the expenses involved in the handling of said products; there shall also be set aside for a reserve fund a small percentage of the sale price, said percentage to be fixed by the bylaws; resale price to be the actual resale price to be based upon the average price during any period for products of the same type and quality; the uniform charges for expenses to be specified in the contract or made otherwise ascertainable or left for determination by the directors.

17-10-118. Liability of directors upon payment of dividends or appointment when corporation insolvent; exception.

If the directors of any corporation organized under this act shall declare and pay any dividend or apportionment of earnings or profits to members or nonmembers when the corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable for all debts of the corporation then existing and for all such debts thereafter incurred while they shall respectively continue in office. Any director may relieve himself from such liability at any time before the time fixed for the payment of such dividend or apportionment by filing a certificate in writing of his objection with the secretary of the corporation, and with the county clerk of the county in which the principal office is located.

17-10-119. Preparation and disposition of financial statement.

At the time of each dividend or apportionment of profits, and at least once in every year, the directors shall cause to be prepared a statement showing the financial condition of the corporation. This statement shall be in such form as shall fully exhibit the assets and liabilities of the corporation; its earnings and profits, purchases and sales, expenses and outlays, for the period covered by such dividend, apportionment of earnings, or yearly statement, and this statement, shall be in such form that good understanding of the financial condition of said company may be obtained from such statement. The directors shall cause one (1) copy of this statement to be mailed to each member or stockholder of the corporation and one (1) copy to be kept on file with the secretary where the same may be examined by any member of the corporation at all reasonable times.

17-10-120. Repealed by Laws 1992, ch. 53, § 3.

17-10-121. Marketing contracts generally.

(a) The association and its members may make and execute marketing contracts, requiring the members to sell, for a period of time, not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract 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 resale price, after deducting all necessary selling, overhead, and other costs and expenses, if any; and other proper reserves; and in interest not exceeding six percent (6%) per annum upon common stock.

(b) The bylaws of the marketing contract may fix, as liquidated damages, specified sums to be paid by the member or stockholder to the association upon the breach by him 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 or fees in case any action is brought upon the contract by the association; and any such provision shall be valid and enforceable in the courts of this state.  (c) In the event of any such breach or threatened breach of such 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 certified complaint, showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.

17-10-122. Inducing breach of marketing contract or spreading false reports of finances or management; penalty.

Any person who, or any corporation whose officers or employees knowingly induces or attempts to induce any member or stockholder of an association organized hereunder to breach his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500.00) for each such offense; provided, that this section shall not apply to a bona fide creditor of such association, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.

17-10-123. Legality of associations.

No association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition or fix prices arbitrarily, nor shall the marketing contracts or agreements between the association and its members, or any agreements authorized in this act be considered illegal or in restraint of trade.

17-10-124. Applicability of conflicting laws.

Any provisions of law which are in conflict with this act shall not be construed as applying to the associations herein provided for.

17-10-125. Applicability of general corporation laws. The provisions of the general corporation laws of this state, and all powers and rights thereunder, shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of this act.

17-10-126. Agricultural product marketing contract.

A cooperative organized under the provisions of this article and its patron members or patrons may make and execute a marketing contract under W.S. 17-10-214.

ARTICLE 2 - PROCESSING COOPERATIVE

17-10-201. Title.

This act may be cited as the "Wyoming Processing Cooperative law."

17-10-202. Definitions.

(a) As used in this article:

(i) "Address" means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which may not be a post office box;

(ii) "Articles" means the articles of organization of a cooperative as originally filed and subsequently amended;

(iii) "Association" means an organization conducting business on a cooperative plan under the laws of this state or another state that is chartered to conduct business under other laws of this state or another state;

(iv) "Board" means the board of directors of a cooperative;

(v) "Business entity" means a company, limited liability company, limited liability partnership or other legal entity, whether domestic or foreign, association or body vested with the power or function of a legal entity;

(vi) "Cooperative" means an association organized under this article conducting business on a cooperative plan as provided under this article;  (vii) "Domestic business entity" means a business entity organized under the laws of this state;

(viii) "Filed with the secretary of state" means that a document meeting the applicable requirements of this article, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. The secretary of state shall endorse on the document the word "Filed" or a similar word determined by the secretary of state and the month, day, and year of filing, record the document in the office of the secretary of state, and return a document to the person or entity who delivered it for filing;

(ix) "Foreign business entity" means a business entity that is not a domestic business entity;

(x) "Member" means a person or entity reflected on the books of the cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members;

(xi) "Membership interest" means a member's interest in a cooperative consisting of a member's financial rights, a member's right to assign financial rights, a member's governance rights and a member's right to assign governance rights. Membership interest includes patron membership interests and nonpatron membership interests;

(xii) "Members' meeting" means a regular or special members' meeting;

(xiii) "Nonpatron membership interest" means a membership interest that does not require the holder to conduct patronage business for or with the cooperative to receive financial rights or distributions;

(xiv) "Patron" means a person or entity who conducts patronage business with the cooperative;

(xv) "Patronage" means business, transactions, or services done for or with the cooperative as defined by the cooperative;

(xvi) "Patron member" means a member holding a patron membership interest;  (xvii) "Patron membership interest" means the membership interest requiring the holder to conduct patronage business for or with the cooperative, as specified by the cooperative to receive financial rights or distributions;

(xviii) "Signed" means that the signature of a person has been written on a document, and, with respect to a document required by this article to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this article, the articles or bylaws, or by a resolution approved by the directors or the members. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically or in any other manner reproduced on the document;

(xix) "The act" means W.S. 17-10-201 through