AGRICULTURE CODE
CHAPTER 52. COOPERATIVE MARKETING ASSOCIATIONS
SUBCHAPTER A. GENERAL PROVISIONS
§ 52.001. POLICY. The purpose of this chapter is:
(1) to promote and encourage intelligent and orderly
production, cultivation, and care of citrus groves and marketing of
agricultural products through cooperation;
(2) to eliminate speculation and waste in the
production and marketing of agricultural products;
(3) to make production and distribution of
agricultural products as direct as effectively possible between the
producer and consumer; and
(4) to stabilize the production and marketing of
agricultural products.
Acts 1981, 67th Leg., p. 1102, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.002. DEFINITIONS. In this chapter:
(1) "Agricultural products" includes horticultural,
viticultural, forestry, dairy, livestock, poultry, and bee
products and any farm and ranch product.
(2) "Marketing association" means an association
organized under this chapter.
(3) "Member" includes a member of an association
organized under this chapter without capital stock and a holder of
common stock of an association organized under this chapter with
capital stock.
Acts 1981, 67th Leg., p. 1103, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.003. NONPROFIT ORGANIZATION. Because a marketing
association is organized not to make money for itself or for its
members as individuals but only to make money for its members as
producers, the association is considered to be a nonprofit
organization.
Acts 1981, 67th Leg., p. 1103, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.004. APPLICATION OF GENERAL CORPORATION LAWS. The
general corporation laws of the state apply to marketing
associations unless those laws conflict with this chapter.
Acts 1981, 67th Leg., p. 1103, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.005. ASSOCIATIONS NOT IN RESTRAINT OF
TRADE. (a) A marketing association is not a combination in
restraint of trade or an illegal monopoly.
(b) Organizing under this chapter is not an attempt to
lessen competition or to fix prices arbitrarily.
(c) Marketing contracts or agreements authorized by this
chapter are not illegal or in restraint of trade.
Acts 1981, 67th Leg., p. 1103, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.006. DURATION OF EXISTENCE. Each association
incorporated and organized under this chapter after August 1, 1987,
has perpetual existence unless a limited duration is provided for
and stated in its charter or articles of incorporation or in an
amendment to either of the documents. Each association
incorporated and organized under this chapter that is in existence
on August 1, 1987, has perpetual existence unless a limited
duration is provided for and stated in an amendment to its charter
or articles of incorporation.
Added by Acts 1987, 70th Leg., ch. 695, § 1, eff. Aug. 31, 1987.
SUBCHAPTER B. PURPOSE AND POWERS
§ 52.011. PURPOSES. (a) A marketing association may
be incorporated to engage in any activity connected with:
(1) the production, cultivation, and care of citrus
groves;
(2) the harvesting, preserving, drying, processing,
canning, storing, handling, shipping, marketing, selling, or use of
agricultural products of its members;
(3) the manufacturing or marketing of by-products of
its members' agricultural products;
(4) the manufacturing, selling, or supplying to its
members of machinery, equipment, or supplies; or
(5) the financing of any of the activities authorized
by this section.
(b) The activities authorized by Subsection (a) of this
section may extend to nonmembers, to the production, cultivation,
and care of lands owned or cultivated by nonmembers, and to products
of nonmembers as limited by Section 52.012 of this code.
Acts 1981, 67th Leg., p. 1103, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.012. RESTRICTIONS. (a) A marketing association
shall be operated for the mutual benefit of its members, as
producers, and shall conform to one or both of the following
requirements:
(1) a member of the association may not have more than
one vote based on the member's ownership of stock or membership
capital in the association; or
(2) the association may not pay dividends on stock or
membership capital in excess of eight percent a year.
(b) A marketing association may deal in the products and
supplies of nonmembers. However, except as provided by Subsection
(c) of this section, an association is restricted to an amount of
nonmember products and supplies that is not greater than the value
of the products that it handles for its members.
(c) A marketing association that is organized primarily for
the production, cultivation, and care of citrus groves or for the
processing and marketing of citrus products and for which the
principal offices are located in a county in which not less than 500
acres of land are planted in producing citrus groves may deal in the
products and supplies of nonmembers to an amount that is greater
than the value of the products that it handles for its members for
the 10-year period immediately following a natural disaster, such
as a severe freeze, during which the citrus crops of the
association's membership are substantially reduced as a direct
result of the disaster.
Acts 1981, 67th Leg., p. 1104, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1985, 69th Leg., ch. 575, § 1, eff. June 12,
1985; Acts 1993, 73rd Leg., ch. 147, § 1, eff. Aug. 30, 1993.
§ 52.013. GENERAL POWERS. A marketing association may:
(1) engage in any activity connected with:
(A) the production, cultivation, and care of
citrus groves;
(B) the marketing, selling, harvesting,
preserving, drying, processing, canning, packing, storing,
handling, or use of any agricultural products produced or delivered
to it by its members;
(C) the production, manufacturing, or marketing
of the by-products of those agricultural products;
(D) the purchase, hiring, or use by its members
of supplies, machinery, or equipment; and
(E) the financing of an activity enumerated by
Paragraphs (A) through (D) of this subdivision;
(2) borrow money and make advances to its members;
(3) act as an agent or representative of any member in
an activity authorized by Subdivision (1) or (2) of this section;
(4) acquire, hold, own, exercise all rights of
ownership in, sell, transfer, or pledge shares of capital stocks or
bonds of a corporation or association, including a bank for
cooperatives organized under the Farm Credit Act of 1933, engaged
in an activity related to that of the association incorporated
under this chapter or engaged in the handling or marketing of a
product handled by the association;
(5) establish reserves and invest the money in those
reserves in bonds or other property as provided by the
association's bylaws;
(6) buy, hold, and exercise all privileges of
ownership over real or personal property that is determined by the
association to be necessary or convenient for, or incidental to,
conducting and operating its business;
(7) perform, in or outside this state, acts that are
necessary, suitable, or proper to accomplish the purposes and
objectives permitted by this section or that are conducive to or
expedient for the interest or benefit of the association, and may
contract for the performance of those acts;
(8) possess and exercise, in or outside this state,
all powers, rights, and privileges necessary for or incidental to
the purposes for which the association is organized or the
activities in which it is engaged;
(9) exercise the rights, powers, and privileges that
are granted by the laws of the state to general corporations and
that are not inconsistent with this chapter; and
(10) deliver money to a scholarship fund for rural
students.
Acts 1981, 67th Leg., p. 1104, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1997, 75th Leg., ch. 904, § 3, eff. Sept. 1,
1997.
§ 52.014. INTEREST IN OTHER CORPORATIONS. (a) A
marketing association may organize, operate, own, control, have an
interest in, own stock of, or be a member of any other corporation,
organized with or without capital stock, that is engaged in
preserving, drying, pressing, canning, packing, storing, handling,
shipping, using, manufacturing, marketing, or selling agricultural
products handled by the association or the by-products of those
products.
(b) If a corporation described by Subsection (a) of this
section is a warehousing corporation, it may issue a legal
warehouse receipt to the association or to any person. The receipt
is adequate collateral limited to the current value of the
commodity represented by the receipt. If a warehouse is licensed or
licensed and bonded under the laws of this state or of the United
States, its warehouse receipts may not be challenged or
discriminated against because of the association's total or partial
ownership or control of it.
Acts 1981, 67th Leg., p. 1105, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.015. CONTRACTS AND AGREEMENTS WITH OTHER
ASSOCIATIONS. (a) A marketing association, by resolution of its
board of directors, may make all necessary stipulations,
agreements, contracts, and arrangements with any other cooperative
corporation or association formed in this or any other state for the
cooperative and more economical conduct of its business or a part of
its business.
(b) Two or more marketing associations, jointly or
separately, may use the same methods and agencies to conduct their
respective businesses.
Acts 1981, 67th Leg., p. 1105, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.016. MARKETING CONTRACT. (a) A marketing
association may execute a marketing contract with its members
requiring the members to sell, for a period not exceeding 10 years,
all or a specified part of their agricultural products or specified
commodities exclusively to or through the association or any
facilities to be created by the association.
(b) The contract may provide that the association may:
(1) sell or resell its members' products with or
without taking title to the products; and
(2) pay to its members the resale price less necessary
expenses.
(c) The expenses that may be deducted from the resale price
under Subsection (b) of this section include:
(1) sales, overhead, and other expenses;
(2) interest on preferred stock, not exceeding eight
percent a year;
(3) interest on common stock, not exceeding eight
percent a year; and
(4) reserves, including reserves for redeeming any
stock issued.
(d) A marketing association's bylaws and marketing contract
may:
(1) fix as liquidated damages specific amounts to be
paid by a member if the member breaches the marketing contract
regarding the sale, delivery, or withholding of products; and
(2) provide that the member will pay all costs,
premiums for bonds, expenses, and fees if the association brings an
action on the contract.
Acts 1981, 67th Leg., p. 1105, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER C. INCORPORATION
§ 52.031. INCORPORATORS. Five or more persons who
produce agricultural products or three or more marketing
associations may form a marketing association under this chapter.
Acts 1981, 67th Leg., p. 1106, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.032. PRELIMINARY INVESTIGATION. (a) Every group
of persons considering the organization of a marketing association
is urged to communicate with the department.
(b) On request, the department shall inform the group of:
(1) the results of a survey of the marketing
conditions affecting the commodities to be handled by the proposed
association; and
(2) the probability of the association's success as
determined from those results.
Acts 1981, 67th Leg., p. 1106, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.033. EXECUTION OF ARTICLES OF
INCORPORATION. (a) Each marketing association shall prepare and
file articles of incorporation signed by each incorporator.
(b) One of the incorporators shall acknowledge the articles
before an officer authorized by the laws of the state to take and
certify acknowledgments of deeds and conveyances.
Acts 1981, 67th Leg., p. 1106, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.034. CONTENTS OF ARTICLES OF
INCORPORATION. (a) The articles of incorporation must state:
(1) the name of the association;
(2) the term of existence, if it is limited;
(3) the purpose for which the association is formed;
(4) the location and street address of the
association's principal place of business;
(5) the number of directors; and
(6) the term of office of each director.
(b) If the association is organized without capital stock,
the articles must state whether property rights and interests of
each member are equal or unequal, and if unequal, the general rules
applicable to all members by which the property rights and
interests of each are determined and fixed.
(c) If the association is organized with capital stock, the
articles must state:
(1) the amount of capital stock authorized;
(2) the number of shares authorized;
(3) the par value of the shares; and
(4) if preferred stock is to be issued, the number of
shares of common stock, the number of shares of preferred stock, the
rights, preferences, and privileges granted, and the conditions
under which the association may redeem the preferred stock.
Acts 1981, 67th Leg., p. 1106, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1981, 67th Leg., p. 2605, ch. 693, § 24, eff.
Aug. 31, 1981; Acts 1987, 70th Leg., ch. 695, § 2, eff. Aug. 31,
1987.
§ 52.035. FILING OF ARTICLES OF
INCORPORATION. (a) The incorporators shall file the articles of
incorporation in accordance with the general corporation laws of
the state.
(b) The incorporators shall file a certified copy of the
articles with the department.
(c) If the association is formed with capital stock, the
incorporators are not required to obtain subscriptions or payment
for any part of the association's capital stock as a prerequisite of
filing the articles.
Acts 1981, 67th Leg., p. 1106, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.036. EFFECT OF FILING ARTICLES OF
INCORPORATION. When the articles of incorporation are filed with
the secretary of state, all courts shall receive the articles or a
certified copy of the articles as prima facie evidence of:
(1) facts stated in the articles; and
(2) compliance with requirements for incorporation
under this chapter.
Acts 1981, 67th Leg., p. 1107, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.037. AMENDMENT OF ARTICLES OF
INCORPORATION. (a) A marketing association may amend the
articles of incorporation at any regular meeting of the association
or at a special meeting for that purpose, at which at least 10
percent of the members are voting in person or by proxy or mail.
(b) An amendment must first be approved by two-thirds of the
directors and then, except as provided by Subsection (c) of this
section, adopted by:
(1) a simple majority vote when 50 percent or more of
the members vote in person or by proxy or mail;
(2) a two-thirds majority vote when less than 50
percent but 25 percent or more of the members vote in person or by
proxy or mail; or
(3) a three-fourths majority vote when less than 25
percent but 10 percent or more of the members vote in person or by
proxy or mail.
(c) An amendment of the rules required by Section 52.034(b)
of this code for determining the property rights and interests of
members of a marketing association formed without capital stock may
be adopted by a vote or written consent of two-thirds of the members
who are present at a meeting of the association at which a quorum is
present or who are voting by proxy or mail as prescribed by an
association bylaw.
(d) After an amendment is adopted, the amendment shall be
filed in accordance with the general corporation laws of the state.
Acts 1981, 67th Leg., p. 1107, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1983, 68th Leg., p. 1550, ch. 296, § 1, eff. June
14, 1983.
§ 52.038. EXISTING CORPORATIONS AND
ASSOCIATIONS. (a) Any corporation or association organized under
prior law before March 1, 1921, may elect, by a majority vote of its
members or stockholders, to adopt this chapter and become subject
to it by:
(1) adopting the restrictions provided by this
chapter;
(2) executing, in duplicate on forms supplied by the
secretary of state, an instrument, signed and acknowledged by its
directors, stating that the entity, by a majority vote of its
members or stockholders, has decided to accept the benefits of and
be bound by this chapter; and
(3) filing articles of incorporation in accordance
with the requirements of Section 52.035 of this code except that the
entity's directors shall sign the articles.
(b) The filing fee for the articles filed under Subsection
(a) of this section is equal to the filing fee for an amendment to
the articles of incorporation as provided by Section 52.151 of this
code.
Acts 1981, 67th Leg., p. 1107, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER D. BYLAWS
§ 52.051. ADOPTION. (a) A marketing association shall
adopt bylaws before the 31st day after the day on which the articles
of incorporation are filed with the secretary of state.
(b) The initial bylaws may be adopted by a two-thirds vote
of the incorporating directors and then:
(1) a simple majority vote when 50 percent or more of
the members vote in person or by proxy or mail;
(2) a two-thirds majority vote when less than 50
percent but 25 percent or more of the members vote in person or by
proxy or mail; or
(3) a three-fourths majority vote when less than 25
percent but 10 percent or more of the members vote in person or by
proxy or mail.
Acts 1981, 67th Leg., p. 1107, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1983, 68th Leg., p. 1551, ch. 296, § 2, eff. June
14, 1983.
§ 52.052. CONTENTS. The bylaws may provide for one or
more of the following:
(1) the time, place, and manner of calling and
conducting meetings of the association;
(2) the number and qualifications of the members;
(3) the number of members constituting a quorum;
(4) the right of members to vote by proxy, mail, or
both and the conditions, method, and effects of the vote;
(5) the method by which a member that is an association
may cast its vote;
(6) the number of directors constituting a quorum;
(7) the qualifications, compensation, duties, and
terms of directors and officers;
(8) the time of the election of directors and officers
and the method of giving notice of the election;
(9) the penalties for violations of the bylaws;
(10) the amount of entrance, organization, and
membership fees, if any, the method of collecting the fees, and the
purposes for which the association must use the fees;
(11) the amount, if any, that each member must pay for
the association's cost of conducting business;
(12) the amount that each member is required to pay for
services rendered to the member by the association, the time of
payment, and the method of collecting the payment;
(13) the marketing contract between the association
and its members;
(14) the requirements for ownership of common stock;
(15) the time and method by which a member may withdraw
from the association or may assign or transfer common stock;
(16) the method of assignment and transfer of a
member's interest or shares of common stock;
(17) the time and conditions on which membership
ceases;
(18) the automatic suspension of a member's rights if
the member ceases to be eligible for membership;
(19) the method and effect of expulsion of a member;
(20) the purchase by the association of a member's
interest on the death, withdrawal, or expulsion of the member, on
forfeiture of a membership, or at the option of the association;
and
(21) the method by which the value of a member's
interest is determined by conclusive appraisal by the board of
directors.
Acts 1981, 67th Leg., p. 1108, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER E. MEMBERSHIP CERTIFICATES AND STOCK
§ 52.061. STOCK. A marketing association may be
organized with or without capital stock.
Acts 1981, 67th Leg., p. 1108, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.062. ISSUANCE OF MEMBERSHIP CERTIFICATES. When a
member of a marketing association organized without capital stock
has paid the membership fee in full, the association shall issue to
the member a certificate of membership.
Acts 1981, 67th Leg., p. 1108, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.063. ISSUANCE OF SHARES. (a) Subject to this
section, a marketing association organized with capital stock may
from time to time sell and issue shares of capital stock in the
manner and under the terms prescribed by its bylaws.
(b) A marketing association may issue common stock only to a
person who satisfies the membership requirements prescribed by
Section 52.081 of this code.
(c) A marketing association may not sell and issue shares of
preferred stock to a person who is not a member of the association
unless the association first complies with The Securities Act, as
amended (Article 581-1 et seq., Vernon's Texas Civil Statutes).
(d) A marketing association may not issue shares of stock to
a member until the member has fully paid for the shares.
(e) A marketing association may accept promissory notes of
members as full or partial payment for stock. The association shall
hold the stock as security for payment of the note. The
association's retention of the stock does not affect the member's
right to vote.
Acts 1981, 67th Leg., p. 1109, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.064. COMMON STOCK. (a) If a marketing
association consists of fewer than 20 stockholders, a stockholder
may not own more than one share of the marketing association's
issued common stock. If the marketing association consists of 20 or
more stockholders, a stockholder may not own more than
one-twentieth of a marketing association's issued common stock. A
marketing association with more than 20 stockholders, by its
bylaws, may limit the amount of common stock that one stockholder
may own to an amount less than one-twentieth of the issued common
stock.
(b) At any time, except when the association's debts exceed
50 percent of its assets, a marketing association may purchase its
common stock at the book value conclusively determined by its board
of directors and pay cash for the stock within one year thereafter.
(c) A person may not transfer common stock of a marketing
association to a person who does not produce agricultural products
handled by the association. The association shall state this
restriction in its bylaws and shall print the restriction on each
common stock certificate.
Acts 1981, 67th Leg., p. 1109, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1983, 68th Leg., p. 1551, ch. 296, § 3, eff. June
14, 1983.
§ 52.065. PREFERRED STOCK. (a) A marketing
association organized with capital stock may issue preferred stock
with or without the right to vote.
(b) The association may redeem preferred stock on
conditions provided by the association's articles of incorporation
and printed on the face of the stock certificates.
Acts 1981, 67th Leg., p. 1109, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.066. STOCK ISSUED ON PURCHASE OF PROPERTY. (a) If
a marketing association organized with capital stock purchases
stock, property, or an interest in property, it may discharge its
obligations, in whole or part, by exchanging for its acquisition
shares of preferred stock the par value of which equals the value of
the purchased property as determined by the board of directors.
(b) In the transaction described by Subsection (a) of this
section, the transfer of the purchased property to the association
is considered payment in cash for the issued shares of preferred
stock.
Acts 1981, 67th Leg., p. 1109, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER F. MEMBERS
§ 52.081. MEMBERSHIP. (a) Membership of a marketing
association is limited to persons who produce agricultural products
handled by or through the association, including the lessees and
tenants of land used to produce those products and any lessors and
landlords who receive as rent part of the crop raised on the leased
land. A marketing association may be a member of another marketing
association.
(b) A marketing association shall admit members under terms
and conditions prescribed in its bylaws.
(c) If a member of a marketing association organized without
capital stock is not a natural person, the member may be represented
by any individual, an associate officer, or one of its members,
authorized in writing to act for it.
Acts 1981, 67th Leg., p. 1110, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.082. NEW MEMBERS. (a) A marketing association
organized without capital stock may admit new members.
(b) If the property rights of the association's members are
unequal, a new member is entitled to share the property of the
association with the old members in accordance with the general
rules stated in the articles of incorporation.
Acts 1981, 67th Leg., p. 1110, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.083. MEETINGS. (a) As prescribed by its bylaws, a
marketing association annually shall hold one or more regular
meetings of its members.
(b) The board of directors may call a special meeting of the
association at any time.
(c) If, at any time, 10 percent or more of the members file
with the board of directors a petition demanding a special meeting
of the association and stating the specific business to be
considered at the meeting, the board shall call the meeting.
Acts 1981, 67th Leg., p. 1110, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.084. NOTICE OF MEETINGS. Not later than the 10th
day before the day of a meeting of a marketing association, the
association shall:
(1) mail to each member notice of the meeting and a
statement of the purpose of the meeting; or
(2) if the bylaws so provide, publish notice of the
meeting in a newspaper of general circulation in the area in which
the association's principal place of business is located.
Acts 1981, 67th Leg., p. 1110, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.085. VOTING. (a) Except as provided by
Subsection (b) of this section, a member of a marketing association
is entitled to one vote.
(b) A marketing association may provide in its articles of
incorporation or bylaws for a member association or group to have
more than one vote if the association providing for the vote:
(1) is organized primarily for the production,
cultivation, and care of citrus groves or for processing and
marketing citrus products and:
(A) has its principal office in a county that has
at least 500 acres of land planted in citrus groves; and
(B) includes as members one or more associations
or groups organized on a cooperative basis; or
(2) is organized primarily for the harvesting,
preserving, drying, processing, canning, storing, handling,
shipping, marketing, selling, or use of grain or grain-related
products.
(c) A marketing association that provides for a member
association or group to have more than one vote under Subsection (b)
shall comply with Section 52.012(a)(2).
(d) In accordance with a bylaw adopted under Section 52.052
of this code, a marketing association may provide for its members to
vote by proxy or by mail.
Acts 1981, 67th Leg., p. 1110, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1995, 74th Leg., ch. 419, § 1.11, eff. Sept. 1,
1995; Acts 1999, 76th Leg., ch. 339, § 1, eff. May 29, 1999.
§ 52.086. TERMINATION OR SUSPENSION OF MEMBERSHIP. In
accordance with its articles of incorporation or a bylaw adopted
under Section 52.052 of this code, a marketing association may
provide for the termination or suspension of membership in the
association and for the purchase of a member's common or preferred
stock, if any, and all other property interest in the association.
Acts 1981, 67th Leg., p. 1111, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1983, 68th Leg., p. 1551, ch. 296, § 4, eff. June
14, 1983.
§ 52.087. LIABILITY OF MEMBERS. Except for debts
contracted with the association, a member of a marketing
association is not liable for the debts of the association in an
amount that exceeds the amount that is unpaid on the member's
membership fee or subscription to capital stock, including any
unpaid balance on promissory notes given in payment for the stock.
Acts 1981, 67th Leg., p. 1111, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER G. ADMINISTRATION
§ 52.101. BOARD OF DIRECTORS. (a) A board of directors
shall manage a marketing association.
(b) The board shall be composed of five or more directors
who are elected by the members of the association.
(c) Except as provided by Subsection (d) of this section, a
person must be a member of the association to be eligible to serve
as a director.
(d) As prescribed by the bylaws of the association that is
holding the meeting, a marketing association that is a member of the
association may designate any of its members to vote on behalf of
the member association or to serve as a director of the association
holding the meeting.
Acts 1981, 67th Leg., p. 1111, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.102. OFFICERS. (a) The directors shall elect:
(1) a president or chairman;
(2) one or more vice-presidents or vice-chairmen;
(3) a secretary; and
(4) a treasurer.
(b) To be eligible to serve as president, chairman,
vice-president, or vice-chairman, a person must be a director.
(c) The directors may combine the offices of secretary and
treasurer as secretary-treasurer.
(d) A bank or depository may serve as treasurer but is not
considered to be an officer. If a bank or depository serves as
treasurer, the secretary shall perform the usual accounting duties
of the treasurer except that the secretary may deposit money only as
authorized by the board of directors.
Acts 1981, 67th Leg., p. 1111, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.103. REMOVAL OF OFFICER OR DIRECTOR. (a) Except
as provided by Subsection (f) of this section, a member of a
marketing association may initiate removal of an officer or
director by filing in writing with the association's secretary:
(1) the charges; and
(2) a petition that is signed by 10 percent of the
members and that requests the removal of the officer or director in
question.
(b) The members of the association shall vote on the removal
at the next regular or special meeting of the association.
(c) Before the meeting the association, in writing, shall
inform the officer or director of the charges.
(d) At the meeting the association shall give the officer or
director and the person bringing the charges an opportunity to be
heard in person or by counsel and to present witnesses.
(e) The association, by a majority vote, may remove the
officer or director and fill the vacancy.
(f) If an association's bylaws provide for election of
directors by districts with primary elections in each district, the
petition for removal of a director must state the charges and must
be signed by 20 percent of the members residing in the district from
which the director was elected. The board of directors shall call a
special meeting of the members residing in that district to
consider removal of the director. The members in that district, by
a majority vote, may remove the director.
Acts 1981, 67th Leg., p. 1112, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.104. BOND. (a) Each officer, employee, or agent
who handles money or property of a marketing association or any
money or property that is under the control or in possession of a
marketing association shall execute and deliver to the association
an indemnity bond that indemnifies the association and its members
against any fraudulent, dishonest, or unlawful act by the bonded
person and other acts as provided by the association's bylaws.
(b) If the officers and directors of a marketing association
fail to require a person to execute a bond as required by Subsection
(a) of this section, each officer and director is personally liable
for all losses that would have been recovered under the bond if the
person had been bonded.
Acts 1981, 67th Leg., p. 1112, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.105. REFERENDUM. (a) On demand of one-third of
the board of directors, the board shall refer to the entire
membership of a marketing association for decision at the next
special or regular meeting any matter that has been approved or
passed by the board.
(b) The association may call a special meeting to consider
the referred matter.
Acts 1981, 67th Leg., p. 1112, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER H. FOREIGN COOPERATIVES
§ 52.121. FOREIGN COOPERATIVE CONSIDERED MARKETING
ASSOCIATION. For the purposes of this chapter, a corporation or
association organized, with or without capital stock, under a
cooperative marketing act of another state or of the United States
is considered to be a marketing association if the corporation or
association:
(1) satisfies the requirements of Section 52.012 of
this chapter; and
(2) is composed of persons who, as farmers, planters,
ranchers, dairymen, or nut or fruit growers, produce agricultural
products and who act collectively to process, prepare, handle, and
market, in interstate and foreign commerce, the members' products.
Acts 1981, 67th Leg., p. 1112, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.122. PERMITS TO DO BUSINESS. (a) Any cooperative
marketing association incorporated under the laws of another state
may apply for and be granted a permit to do business in this state.
The association shall pay as filing fee the amount required of
domestic corporations organized for a similar purpose.
(b) A marketing association is not required to have all or
part of a paid-up capital to be entitled to a permit under
Subsection (a) of this section.
Acts 1981, 67th Leg., p. 1113, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER I. REMEDIES
§ 52.131. BREACH OR THREATENED BREACH OF MARKETING
CONTRACT. (a) If a member breaches or threatens to breach a
marketing contract, the marketing association may sue and, if
successful, is entitled to:
(1) an injunction to prevent further breach of the
contract; and
(2) a decree of specific performance of the contract.
(b) Pending the adjudication of an action filed under
Subsection (a) of this section, the association is entitled to a
temporary restraining order and preliminary injunction against the
member if the association files:
(1) a verified complaint showing the breach or
threatened breach; and
(2) sufficient bond.
Acts 1981, 67th Leg., p. 1113, ch. 388, § 1, eff. Sept. 1, 1981.
§ 52.132. INDUCED BREACH OF MARKETING CONTRACT; FALSE
REPORTS. In a civil suit for damages, a person is liable to a
marketing association for an amount equal to three times the amount
of actual damages proven for each offense if the person, or where
the person is a corporation, if an officer or employee of the
corporation:
(1) knowingly induces or attempts to induce a member
of the association to breach the member's marketing contract with
the association; or
(2) maliciously and knowingly spreads false reports
concerning the finances or management of the association.
Acts 1981, 67th Leg., p. 1113, ch. 388, § 1, eff. Sept. 1, 1981.
SUBCHAPTER J. FEES AND REPORTS
§ 52.151. FEES. (a) The fee for filing articles of
incorporation under this chapter is $10.
(b) The fee for filing an amendment to the articles of
incorporation under this chapter is $2.50.
(c) Each marketing association shall pay to the department
an annual license fee, as provided by department rule. A marketing
association is exempt from all other franchise or license taxes,
except that a marketing association is exempt from the franchise
tax imposed by Chapter 171, Tax Code, only if exempted by that
chapter.
Acts 1981, 67th Leg., p. 1113, ch. 388, § 1, eff. Sept. 1, 1981.
Amended by Acts 1981, 67th Leg., p. 2785, ch. 752, § 15(b), eff.
Jan. 1, 1982; Acts 1995, 74th Leg., ch. 419, § 2.20, eff. Sept.
1, 1995.
§ 52.152. ANNUAL REPORT. (a) Each marketing
association shall file an annual report with the department. The
association shall prepare the report on forms furnished by the
department.
(b) The report must contain:
(1) the name of the association;
(2) its principal place of business;
(3) a general statement of its business operations
during the fiscal year;
(4) the amount of paid-up capital stock;
(5) if it is a stock association, the number of
shareholders;
(6) if it is a nonstock association, the number of
members and the amount of membership fees received;
(7) the total of the operation expenses for the fiscal
year;
(8) the amount of its indebtedness or liability; and
(9) its balance sheets.
Acts 1981, 67th Leg., p. 1114, ch. 388, § 1, eff. Sept. 1, 1981.
