2023 Florida Statutes
Title XXXVI - Business Organizations
Chapter 619 - Nonprofit Cooperative Associations
619.07 - Special Powers; Marketing Contracts; Voluntary Dissolution.

Universal Citation: FL Stat § 619.07 (2023)
619.07 Special powers; marketing contracts; voluntary dissolution.—Each association incorporated under this chapter shall have the powers granted by the provisions of this law and other laws of Florida relating to private corporations, and shall also have the following powers:

(1) To appoint such agents and officers as its business may require, and such appointed agents may be either persons or corporations; to admit persons to membership in the association, and to expel any member pursuant to the provisions of its bylaws; to forfeit the membership of any member for violation of any agreement between the member and the association, or for his or her violation of its bylaws.

(2) To purchase or otherwise acquire, hold, own, sell, and otherwise dispose of any and every kind of real and personal property necessary to carry on its business, and to acquire by purchase or otherwise the interest of any member in the property of the association.

(3) Upon the written assent or by a vote of members representing two-thirds of the total votes of all members to cooperate with any other cooperative corporation or corporations for the cooperative and more economical carrying on of their respective business, by consolidation; upon resolution adopted by board of directors, to enter into all necessary and proper contracts and agreements, and to make all necessary and proper stipulations and arrangements with any other cooperative corporation or corporations, for the cooperative and more economical carrying on of its business, or any part thereof; or any two or more cooperative corporations organized under this title, upon resolutions adopted by their respective boards of directors, may for the purpose of more economically carrying on their respective business, by agreement between them, unite in employing and using, or several associations may separately employ and use, the same methods, means and agencies for carrying on and conducting their respective businesses.

(4) To organize, form, operate, own, control, have interest in, own stock of, or be a member of any other corporation, with or without capital stock, and engaged in preserving, drying, processing, canning, picking, hauling, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling any of the agricultural or horticultural products handled by the association, or the byproducts thereof.

(5) To make and execute marketing contracts requiring the members to sell, for any period of time, not over 10 years, all or any specified part of their agricultural products, as defined in s. 618.01, exclusively to or through the association or any facilities to be created by the association. The contracts 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 sale or resale price, after deducting all necessary selling, overhead, and other costs and expenses, including interest on bonds, not exceeding 8 percent per annum and reserves for retiring the bonds, if any, and other proper reserves.

(6) Either the bylaws or the marketing contracts, or both the said bylaws and marketing contracts may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by the member 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 and fees in case any action is brought upon the contract by the association and any such provisions shall be valid and enforceable in the courts of this state.

(7) In the event of any breach or threatened breach of a 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 verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and a preliminary injunction against the member.

(8) Any association formed or consolidated under this chapter may be dissolved and its affairs wound up voluntarily by the written request of members representing two-thirds of the total votes, in the manner and with the effect now provided by law, except that the moneys remaining after liquidation shall be divided among the members in proportion to their property interest therein.

History.—s. 5, ch. 5958, 1909; RGS 4514; s. 2, ch. 10097, 1925; CGL 6513; s. 2, ch. 88-34; s. 115, ch. 97-102.

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