HB 137 - Cooperative Associations Bill Summary

• Establishes comprehensive legal framework for incorporating and organizing cooperative associations in Mississippi, including requirements for articles of association, bylaws, membership, stock authorization, and governance structures.

• Grants cooperatives broad powers including perpetual existence, ability to sue and be sued, conduct business in multiple states, make contracts, and indemnify directors and officers, while prohibiting use of the cooperative designation for banking, insurance, or railroad operations.

• Implements member voting requirements where each member has one vote (with limited exceptions for member associations or patronage-based voting) and prohibits proxy voting except through territorial delegates; establishes quorum requirements and meeting procedures.

• Provides procedures for capital stock management with dividend rates capped at 6 percent annually, membership stock requirements, and mandatory annual distribution of net proceeds to patrons based on patronage ratio after deducting operating expenses and establishing reserves.

• Establishes procedures for amending articles, merging or consolidating associations, converting corporations to cooperatives, voluntary and involuntary dissolution, and court-supervised liquidation; creates penalties for improper use of the term "cooperative" and requires filing of articles and annual reports with the Secretary of State.