(1) Every cooperative has the power, except as specifically limited by this article or by its own articles or bylaws:
To have perpetual existence and succession by its domestic entity name unless limited by the articles;
To sue and be sued and to complain and defend in courts of law and equity;
To make and use a common seal, alter the same at its pleasure, and to use such sealor a facsimile thereof, including a rubber stamp, by impressing or affixing it or by reproducing it in any other manner;
To purchase, receive, lease, and otherwise acquire, and to own, hold, improve, use,and otherwise deal with, real or personal property or any legal or equitable interest in property, wherever located;
To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all orany part of its property;
To purchase, receive, subscribe for, and otherwise acquire shares and other interestsin, and obligations of, any other entity, including any other cooperative, and to own, hold, vote, use, sell, mortgage, lend, pledge, and otherwise dispose of, and deal in and with, the same;
To make contracts and guarantees; incur liabilities; borrow money; issue notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the cooperative; and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
To lend money, invest and reinvest its funds, and receive and hold real and personalproperty as security for repayment;
To be a partner, member, associate, trustee, promoter, or manager of, or to hold anysimilar position with, any entity;
To conduct its business, locate offices, and exercise the powers granted by this articlewithin or outside this state;
To elect directors and officers and appoint employees and agents of the cooperative,define their duties, fix their compensation, and lend them money and credit;
To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share options and rights plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
To make payments or donations for the public welfare or for charitable, scientific, oreducational purposes;
To regulate and limit the right of members to transfer their memberships, stock, orother equity;
To make and amend its articles and bylaws for the management of its affairs and tomake provisions in its articles for the terms and limitations of stock ownership or membership and for the distribution of its earnings;
To indemnify its directors, officers, employees, and agents to the extent provided orpermitted in this article and to eliminate or limit the personal liability of a director, officers, employees, or agents of the cooperative, as provided in accordance with section 7-56-406; however, no such provision shall eliminate or limit the liability of a director or officer to the association or to its members for monetary damages for any act or omission occurring prior to the effective date of such provision;
To establish in its bylaws procedures for the disposition of funds when declaredpayable by the cooperative and unclaimed by the holder three years after notification has been mailed to the holder's last-known address of record on the books of the cooperative, which disposition may consist of transferring the funds to the general operating account of the cooperative;
To establish, secure, own, and develop patents, trademarks, and copyrights;
To make advance payments and advances to members;
To act as the agent or representative of any member for any lawful purpose or in anylawful transaction of the cooperative;
To purchase or otherwise acquire and to hold, own, and exercise all rights of ownership in, and to sell, transfer, or pledge or guarantee the payment of dividends or interest on, or the retirement or redemption of shares of the stock or bonds of any person engaged in any lawful activity;
To allocate earnings and pay patronage dividends;
To use per unit retains;
To prohibit or place limitations on amounts or rates of dividends payable on anyclass of capital stock or other equity investment in the cooperative;
To engage in any activity in connection with the purchase, hiring, or use by its members or other patrons of goods, services, products, equipment, supplies, utilities, telecommunications, housing, or health care;
To establish amounts for reasonable and necessary reserves for bad debts, obsolescence, grain, quality and grade, contingent losses, working capital, debt retirement, buildings and equipment, and ownership retirement and to provide that no member or other person entitled to share in the allocation of the cooperative's net margins or other funds shall have any rights except upon dissolution when the entire reserve funds of the cooperative shall be distributed in accordance with applicable federal, state, and local law and the articles and bylaws of the cooperative;
To manufacture, sell, or supply goods, machinery, equipment, supplies, or servicesto its members and to other patrons or persons;
(aa.5) To adopt a trade name;
To finance one or more of the activities in this section; and
To perform every other form or type of act that is necessary or proper for accomplishing any lawful purpose of the cooperative not prohibited to it by law or its articles and bylaws or that is conducive to or expedient for the interest or benefit of the cooperative.
(2) In addition to the powers granted in subsection (1) of this section, each agricultural cooperative incorporated under this article has the following powers:
To engage in any activity in connection with the marketing, selling, preserving, raising, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, and utilization of any products, by-products, or services produced or delivered to the cooperative by its members or other patrons;
To engage in any activity in connection with agricultural education and research andto represent its members' interests in legislative and administrative forums.
In addition to the powers specifically given in this article, a cooperative has all powers, rights, and privileges granted by the law of this state to domestic corporations or domestic nonprofit corporations that are not inconsistent with the provisions of this article.
The powers enumerated in this article shall vest in every cooperative in this stateformed under this article, or that has elected to be subject to this article, although they may not be stated in its charter or in its articles.
Source: L. 96: Entire article R&RE, p. 507, § 1, effective July 1. L. 98: (1)(aa.5) added, p. 612, § 5, effective July 1. L. 2000: (1)(a) amended, p. 951, § 12, effective July 1. L. 2003: (3) and (4) amended, p. 2228, § 88, effective July 1, 2004.
Editor's note: This section is similar to former § 7-56-107 as it existed prior to 1996.