351.1087. Membership of cooperatives, requirements — membership interests, authorization and issuance.

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351.1087. Membership of cooperatives, requirements — membership interests, authorization and issuance. — 1. A cooperative shall have one or more members.

(1)A cooperative may, but is not obligated to, group members and patron members in districts, units, or on another basis if and as authorized in its articles or bylaws.

(2)The board may, but is not obligated to, implement the use of districts or units, including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members' meetings.

3. A membership interest is personal property. A member has no interest in specific property of the cooperative. All property of the cooperative is property of the cooperative itself.

4. The authorized amounts and divisions of patron membership interests and, if authorized, nonpatron membership interests to be issued by the cooperative may be increased, decreased, established, or altered, in accordance with the bylaws, articles, and sections 351.1000 to 351.1228 .

5. Authorized membership interests may be issued on terms and conditions prescribed in the articles, bylaws, or if not authorized in the articles or bylaws, as determined by the board. A membership interest may not be issued until the subscription price of the membership interest has been paid in money or property provided that the value of any property to be contributed shall be approved and agreed to by the board.

6. Unless otherwise set forth in the articles or bylaws, the patron membership interests collectively shall have not less than fifty percent of the cooperative's financial rights.

7. Except as otherwise set forth in the articles or bylaws, all the patron membership interests of a cooperative shall:

(1)Be of one class, without series, unless the articles or bylaws establish or authorize the board to establish more than one class or one or more series within classes;

(2)Be ordinary patron membership interests, be entitled to vote as provided in sections 351.1000 to 351.1228 , and have equal rights and preferences in all matters not otherwise provided for by the board and to the extent that the articles or bylaws have fixed the relative rights and preferences of different classes and series; and

(3)Share profits and losses and be entitled to distributions as provided in sections 351.1000 to 351.1228 .

8. The cooperative may solicit and issue nonpatron membership interests on terms and conditions determined by the board, and as otherwise set forth in the articles or bylaws.

9. Except as otherwise set forth in the bylaws, a member is not, merely on account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative, and as such, a member's membership interest is nonassessable. A member is liable to the cooperative for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative, provided that no third party shall be a beneficiary of this obligation or be entitled to enforce this obligation.

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(L. 2011 S.B. 366)