2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 17 - Agricultural Associations; Conversion to Corporate Form
§ 79-17-23. Associations with capital stock, etc
Such incorporated association may be organized with capital stock at the option of the organizers; and it shall in that event be organized by the same method and for the same recording fee as in the case of those associations organized without capital stock, except that the articles of association shall set forth also that the association is organized with capital stock, and the amount of capital stock authorized, with particulars as to the class or classes thereof, and the par value of shares. There shall be no individual liability on the part of the shareholders, members, officers, or directors.
Such association may begin business whenever as many as ten (10) members shall have paid for one (1) or more shares of stock each. The articles of association may provide for preferred stock as well as common stock; but all shares shall have a definite par value, and all shares of the same class shall have the same par value. No stock shall be issued until it shall be paid for in cash or in property or services fairly equal in value to its par value.
Common stock and preferred stock enjoying voting rights shall be issued only to, and held by, producers of agricultural products who make use of the services and facilities of the association, or agricultural associations, organizations, federations or corporations organized under this chapter, or whose purposes and operations are in harmony with the purposes of this chapter. But the articles of association may limit the ownership of common stock and preferred stock enjoying voting rights to such producers of agricultural products. Dividends upon the capital stock, common or preferred, shall not be declared or paid in excess of eight percent (8%) per annum. Each share of stock shall entitle the holder thereof to one (1) vote in the management of the association; provided, however, if authorized by the articles of incorporation and association, classes of preferred stock may be issued without voting rights. Shares of nonvoting preferred stock may be issued to any party, whether or not such party is a producer eligible to own common stock or preferred stock which enjoys voting rights. Shares of common stock or of preferred stock which enjoys voting rights shall not be transferable except to producers of agricultural products or organizations to whom they could be issued, and no person shall acquire them by operation of law. If any shareholder of common stock or of preferred stock enjoying voting rights shall cease to be eligible to hold such shares, or shall die, or shall be dissolved, and if such shares be not promptly transferred to some producer or organization eligible to hold the same, the association shall take up such shares at par value or, at the option of the association, at appraised value, such value to be conclusively fixed by the board of directors of the association, and the association may pay therefor in cash or by certificate of indebtedness to be thereafter paid from the income of the association.
All shareholders shall be members of the association, but there may also be members who are not shareholders. Such additional members shall have no vote in the management of the association; but they shall be entitled to all other benefits of the association equally with members who are shareholders, as if it were organized without capital stock, except that they shall have no right to stock dividends.
If any shareholder shall attempt to transfer his shares, except as permitted, such shares may, at the option of the association, be taken up as in case of the death of a shareholder.
Upon the dissolution of the association, any assets remaining after the payment of debts and the retiring of outstanding stock at par value shall be distributed in the manner provided in the bylaws of the incorporated association.
