Public Act 93-0197
HB2889 Enrolled LRB093 05602 LCB 08430 b
AN ACT in relation to agriculture.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Agricultural Co-Operative Act is amended
by changing Sections 2, 5, 8, 9, 13, 21, 25, 32, and 33 as
follows:
(805 ILCS 315/2) (from Ch. 32, par. 441)
Sec. 2. Definitions and short title.
(a) As used in this Act:
The term "Director of Agriculture" means the Director of
the Illinois Department of Agriculture or the Director's
designee.
The term "agricultural products" shall include
horticultural, viticultural, forestry, dairy, live stock,
poultry, bee and any farm and aquatic products and fur
bearing animals raised in captivity and their products.
The term "member" shall include actual members of
associations without capital stock, and holders of common
stock in associations organized with capital stock.
The term "association" means any corporation organized
under this Act, or any corporation formed under any general
or special act of this or any other state as a co-operative
association, organized for the mutual benefit of its members,
and in which the returns on the stock or membership capital
is limited to an amount not to exceed 8% per annum, and in
which during any fiscal year thereof the value of business
done with non-members shall not exceed the business done with
members during the same period, and in which substantially
all of the issued and outstanding shares of capital stock or
memberships are owned, held and controlled directly or
indirectly, by producers of agricultural products.
The term "person", except when used in reference to an
officer or member of the board of directors, in which case it
means an individual, shall include any individual or any
entity, including but not limited to a sole proprietorship, a
partnership, a corporation, a cooperative, an association, a
limited liability company, an estate, or a trust individuals,
firms, partnerships, corporations and associations.
(b) Associations organized hereunder shall be deemed
"non-profit", inasmuch as they are not organized to make
profit for themselves, as such, or for their members, as
such, but only for their members as producers.
(c) This Act may be cited as the Agricultural
Co-Operative Act.
(Source: P.A. 85-856; 86-1475.)
(805 ILCS 315/5) (from Ch. 32, par. 444)
Sec. 5. Every group of persons contemplating the
organization of an association under this Act is urged to
communicate with the Director of Agriculture, who will share
any information the Department may have regarding inform them
whatever a survey of the marketing conditions affecting the
commodities proposed to be handled may indicate regarding
probable success.
It is here recognized that agriculture is characterized
by individual production in contrast to the group or factory
system that characterizes other forms of industrial
production; and that the ordinary form of corporate
organization permits industrial groups to combine for the
purpose of group production and the ensuing group marketing
and that the public has an interest in permitting farmers to
bring their industry to the high degree of efficiency and
merchandising skill evidenced in the manufacturing
industries; and that the public interest urgently needs to
prevent the migration from the farm to the city in order to
keep up farm production and to preserve the agricultural
supply of the nation; and that the public interest demands
that the farmer be encouraged to attain a superior and more
direct system of marketing in the substitution of
merchandising for the blind, unscientific and speculative
selling of crops; and that for this purpose, the farmers
should secure special guidance and instructive data from the
Director of Agriculture.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/8) (from Ch. 32, par. 447)
Sec. 8. Each association organized under this Act, shall
prepare and file articles of incorporation, setting forth:
(a) The name of the association which may or may not
include the word co-operative or any abbreviation thereof.
(b) The purpose for which it is formed.
(c) The place where its principal office within the
State will be located.
(d) The term for which it is to exist, which may be
perpetual.
(e) The minimum number of directors thereof, which must
be not less than 5 and may be any number in excess thereof;
the term of office of such directors, and the names and
addresses of those who are to serve as incorporating
directors for the first term, and/or until the election and
qualification of their successors.
(f) If organized without capital stock, whether the
property rights and interest of each member shall be equal or
unequal; if unequal the general rule or rules applicable to
all members by which the property rights and interest,
respectively of each member may and shall be determined and
fixed, and provision for the admission of new members, who
shall be entitled to share in the property of the association
with the old members, in accordance with such general rule or
rules. This provision or paragraph of the articles of
incorporation may not be altered, amended or repealed, except
by the written consent or vote of 3/4 of the members.
(g) If organized with capital stock, the amount of such
stock and the number of shares into which the capital stock
is to be divided; whether all or part of the same shall have
par value, and if so, the par value thereof, which shall not
be less than one dollar, nor more than $1,000 per share, and
whether all or part of the same shall have no par value, and
if there is to be more than one class of stock created, a
description of the different classes, the number of shares in
each class, and the relative rights, interest and preferences
each class shall represent; and if the same shall be desired,
a provision that any or all classes of preferred stock may be
issued in series and that dividends shall be payable with
respect to any such series at such rate not exceeding 8% per
annum, or such lesser amount as may be fixed in the articles
of incorporation, or any amendment thereof, and that the
shares of such series may be reduced at such redemption price
and bear such particular designation as the board of
directors, subject to such restrictions as may be imposed in
the articles of incorporation, or any amendment thereof,
shall by resolution, determine and fix prior to the issue of
any stock of such series. Such articles of incorporation or
any amendment thereto, may provide, that in the case of any
share of stock in such association, issued thereby, to any
bona fide producer of agricultural products, or to any
co-operative association as defined in this Act, that such
share is subject to the condition, that the directors of such
association shall be trustees of such share of stock upon
such producer becoming a non-producer of agricultural
products, or such co-operative association ceasing to be
operated as a co-operative association; and that in the case
of any share of stock issued in the first instance to any
non-producer of agricultural products, or to any corporation
not operating as a co-operative association, that such share
is subject to the condition that the directors of such
association shall be the trustees of such share of stock; and
that in either of such cases, thereupon the trustees of such
share of stock shall be vested with the legal and equitable
title thereto, and the stock certificate held by such
producer who has become a non-producer, or such non-producer,
or such corporation, not operating as a co-operative
association, as the case may be, shall legally become or be a
participation certificate entitling the holder thereof to any
dividends provided for in such certificate, any moneys
accruing by virtue thereof, and any pecuniary rights accruing
thereunder, under the provisions of this Act; that the
trustees of such certificate shall pay over all such
dividends and moneys to the certificate holder and protect
and execute all such pecuniary rights; that the voting power,
and all other legal and beneficial interests, other than
those given to the certificate holder as hereinabove
provided, shall be held by such trustees and exercised and
managed by them by vote of a majority of such trustees; and
that in case such certificate holder, thereafter, becomes a
bona fide producer of agricultural products, or a
co-operative association, that affidavit be made to such
effect and filed with the directors thereof, and thereupon,
such trustees shall be discharged and the legal and equitable
title to such share and all other interests whatsoever, shall
vest in such certificate holder and all the powers and
privileges pertaining to such share of stock may be exercised
thereby.
(h) In addition to the foregoing, the articles of
incorporation of any association incorporated hereunder may
contain any provision consistent with law with respect to
management, regulation, government, financing, indebtedness,
membership, the establishment of voting districts and the
election of delegates for representative purposes, the
issuance, retirement, and transfer of the stock, if formed
with capital stock, or any provisions relative to the way or
manner in which it shall operate or with respect to its
members, officers or directors and any other provisions
relating to its affairs.
The articles shall be subscribed by the incorporators and
acknowledged by one of them before an officer authorized by
law to take and certify acknowledgments of deeds and
conveyances, and shall be filed in the office of the
Secretary of State; when so filed, the articles of
incorporation, or certified copies thereof, shall be received
in all the courts of this State, and other places, as prima
facie evidence of the facts contained therein, and of the due
incorporation of such association. A certified copy of the
articles of incorporation shall also be filed with the
Director of Agriculture by the association.
(Source: P.A. 79-207.)
(805 ILCS 315/9) (from Ch. 32, par. 448)
Sec. 9. The articles of incorporation may be altered or
amended at any regular meeting, or any special meeting called
for that purpose. An amendment may be adopted by the approval
of two-thirds of the directors followed by a favorable vote
or the written consent thereto representing a majority of all
the members and/or shareholders of the association, or by the
written consent of two-thirds of all the members of the
association without the approval of the directors. Amendments
to the articles of incorporation when so adopted, shall be
filed in the office of the Secretary of State. A certified
copy of every amendment shall be filed with the Director of
Agriculture by the association.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/13) (from Ch. 32, par. 452)
Sec. 13. The directors shall elect from their number, a
president, and one or more vice-presidents. They shall also
elect a secretary and treasurer, who need not be directors or
members of the association, and they may combine the two
latter offices and designate the combined office as
secretary-treasurer, or unite both functions and titles in
one person. The treasurer may be a bank or any depository,
and as such, shall not be considered as an officer, but as a
function of the board of directors. In such case, the
secretary shall perform the usual accounting duties of the
treasurer, except that the funds shall be deposited only as
and where authorized by the board of directors. The by-laws
may provide for the election of the president and
vice-presidents by the members at annual meetings.
Within 30 days after the first election of officers, the
association shall file a report with the Director of
Agriculture on forms prescribed by the Director of
Agriculture. The report shall contain the following:
(1) The name of the association.
(2) The names and addresses of the association's
principal officers and directors.
(3) The association's principal place of business.
(4) A general statement of the association's
proposed business operations.
(5) The end of the association's proposed fiscal
year.
(Source: Laws 1929, p. 280.)
(805 ILCS 315/21) (from Ch. 32, par. 460)
Sec. 21. Each association formed or authorized to do
business in Illinois under this Act shall prepare and make
out an annual report on forms prescribed to be furnished by
the Director of Agriculture containing the name of the
association; the names and addresses of its principal
officers and directors; its principal place of business; and
a general statement of its business operations during the
fiscal year, showing the amount of capital stock paid up and
the number of stockholders of a stock association or the
number of members and amount of membership fees received, if
a non-stock association; the total expenses of operations;
the amount of its indebtedness or liabilities, and its
balance sheets and income statement for the most recently
completed fiscal year before the filing of the report.
(Source: Laws 1923, p. 286.)
(805 ILCS 315/25) (from Ch. 32, par. 464)
Sec. 25. Any co-operative association with or without
capital stock as defined in this Act heretofore or hereafter
organized under laws of another State shall be allowed to
carry on any proper activities, operations and functions in
this State upon filing with the Secretary of State all
necessary certificates as required under the general
regulations applicable to foreign corporations, and upon
payment of a filing fee of ten dollars ($10.00) and an annual
fee of ten dollars ($10.00) in lieu of all franchise, license
or corporation taxes as required of associations organized
hereunder, and all contracts which could be made by any
association organized hereunder, made by or with such
association shall be legal and valid and enforceable in this
State with all of the remedies set forth in this Act. Any
foreign co-operative association having qualified to do
business within this State shall file with the Director of
Agriculture duplicate certificates as filed with the
Secretary of State, and shall file annual reports with the
Director of Agriculture in the manner and form provided for
in Section 21 of this Act. The association shall file with
the Director of Agriculture duplicate certificates as filed
with the Secretary of State by a foreign co-operative
association qualified to do business within this State under
this Act.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/32) (from Ch. 32, par. 471)
Sec. 32. On or before the first day of July of Each year,
within 6 months after the end of the association's fiscal
year, each association organized hereunder or qualified to do
business within this State under this Act shall file an
annual report with the Director of Agriculture as required in
Section 21 of this Act, and pay the fees hereinafter
required. If the fee is not paid by August first a penalty of
five per centum per month shall be required until it is paid;
provided that an association, associations organized, or
qualified to do business in this State under this Act between
January first and June thirtieth of each year shall not be
required to file a balance sheet or income statement with its
an annual report until the association has completed one full
fiscal year second July following, but associations
organized, or qualified, between January first and February
twenty-eighth, inclusive, shall be required to pay a fee on
July first following.
Each association organized hereunder or qualified to do
business within this State shall pay an annual fee of ten
dollars ($10.00) only, to the Department of Agriculture, in
lieu of all franchise or license or corporation taxes or
charges upon reserves held by it for members, and in case of
failure, neglect or refusal of any such association to either
file the annual report or pay the fee as required by this
Act, it shall be certified by the Director of the Department
of Agriculture to the Secretary of State 9 months after the
end of the association's fiscal year Attorney General by
November the fifteenth for dissolution in the same manner as
is required under the provisions of the general corporation
laws Act of this State, and the Secretary of State Attorney
General shall proceed in like manner to dissolve such
association or oust it from doing business within the State
as is required under the general corporation laws of this
State.
(Source: Laws 1931, p. 390.)
(805 ILCS 315/33) (from Ch. 32, par. 472)
Sec. 33. For filing articles of incorporation, an
association organized hereunder shall pay $100; and for
filing an amendment to the articles, $25. Fees for filing
articles of incorporation or an amendment to the articles
shall be paid to the Secretary of State.
(Source: P.A. 81-997.)
Section 99. Effective date. This Act takes effect upon
becoming law.