MS SB2231

Establishes comprehensive framework for incorporating and operating cooperative associations in Mississippi, including powers, membership requirements, stock authorization, and governance structure.

Requires minimum of five incorporators (one resident) and specifies articles of association must include cooperative name, purposes, stock information, member classes, dividend rates, and principal office location.

Sets membership and voting rules including one-vote-per-member default (with exceptions for member associations and patronage-based voting), annual meetings, and quorum requirements of 10% of first 100 members plus 5% of additional members.

Establishes director requirements (minimum 5 directors, or 3 if under 50 members) elected by members, with annual distribution of net proceeds to patrons based on patronage ratio after deducting expenses, taxes, reserves, and limited dividends on capital stock (maximum 6% annually).

Authorizes member contracts with cooperatives for product marketing, goods/services procurement, and liquidated damages up to 30% of contract value; permits voluntary dissolution by three-fourths member vote and involuntary dissolution for fraud, abuse of authority, or non-compliance with court orders.