Corporations, Associations, and Partnerships

Producers' Cooperatives


§ 7-7-3. Contents and filing of articles of association.

The persons shall sign and file in duplicate written articles of association, which shall be signed by all of the incorporators and which shall be acknowledged by them in the manner in which deeds of real estate are required to be acknowledged within this state, and the residences of the incorporators shall be stated opposite their names. In the articles of association the incorporators shall recite that they desire to become incorporated under the provisions of this chapter and shall state:

(1) The name of the association, which shall contain the word "cooperative" and which shall not be the same as that of any other association or corporation formed or doing business in this state or so similar in name as to be likely to be confused with it.

(2) The objects or purposes for which it is formed.

(3) The place where its principal office is to be located.

(4) The term for which it is to exist.

(5) Whether formed with or without capital stock, and if formed with capital stock, the total amount of the authorized capital stock of the corporation, the number of shares into which the stock is divided and the par value of each share, except in the case of a corporation having stock or any class of stock without par value, in which case the articles of association regarding the stock, in lieu of the above, shall state the total number of shares authorized and that they are without par value; the restrictions, if any, imposed on the transfer of stock; and, if there be two (2) or more classes of stock, a description of the different classes and a statement of the terms on which they are created.

(6) In addition to the above, the articles of incorporation of any association incorporated under this chapter may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement, and transfer of its stock, if formed with capital stock, or any provisions relative to the manner in which it operates or as to its members, officers, or directors and any other provisions relating to its affairs.

History of Section.
(P.L. 1928, ch. 1202, § 3; G.L. 1938, ch. 117, § 3; G.L. 1956, § 7-7-3.)