N.Y. Coop. Corp. Law § 14

Current through 2024 NY Law Chapter 456

Section 14 - General powers

In addition to the powers and rights set out in the business corporation law or, in the case of a membership cooperative, the not-for-profit corporation law and subject thereto and subject to the provisions of this chapter, a cooperative corporation shall have the following additional specific powers to be exercised for the furtherance of its lawful purposes and business:

(a) To define or limit its activities as set forth in its certificate of incorporation or in its by-laws.

(b) To handle the products of non-members, except that, in the case of a producers' cooperative corporation, such non-member products handled in any year must not exceed the total of similar products handled for its own members.

(c) To make advance payments or loans to members.

(d) To act as the agent or representative of any member, including other cooperatives with which it is affiliated in any of the activities of the member or other cooperative.

(e) To acquire, own, sell, transfer or pledge shares of capital stock or bonds or other securities of any corporation or association engaged in any directly related activity or in the warehousing, handling or marketing of any of the products handled by the corporation.

(f) To establish reserves, and to invest the funds thereof in bonds or in such other property as may be provided in the by-laws.

(g) To establish, secure, own and develop patents, trademarks and copyrights.

(h) To set forth in its certificate of incorporation, by-laws or member contracts the number, qualifications, classifications, obligations and relative rights of its members; and general rules as to the property and funds of the corporation, the property rights, voting rights and interests of members and of its several classes of members, the admission of new members, the resignation or removal of members, the transfer, suspension, termination, forfeiture, retirement and purchase of membership and membership certificates (including shares of stocks), the methods thereof, the distribution to members, the making of contracts with its members and with others, the holding of meetings and elections, the establishment of voting districts, and the election of delegates to represent the members in such districts or to represent affiliated corporations or associations.

(i) To adopt and amend by-laws, consistent with law and the certificate of incorporation, including emergency by-laws made pursuant to subdivision seventeen of section twelve of the state defense emergency act, relative to the foregoing subjects, the conduct and management of the affairs of the corporation, the calling and conduct of meetings, the amount of stock or the number or proportion of members or delegates which must be represented at meetings of the shareholders, members or delegates to constitute a quorum, the manner of voting, the election, appointment, removal, powers, duties, terms and compensation of its officers, directors and committees, and the fixing of procedures and liabilities in case of violations of the by-laws or of the obligations of members, officers or directors.

(j) To become a member of any other cooperative corporation with such rights, powers and representations as may be prescribed in the certificate of incorporation or the by-laws of the latter corporation.

(k) To act as agent for a non-member in the performance of such services as are permitted under this chapter for its members.

(l) To enter into all proper contracts and agreements with any other cooperative corporation for the cooperative and more economical carrying on of its business or any portion thereof, or for the employment of common facilities or agencies.

(m) To act as an agency for, or subsidiary of, any other cooperative corporation or corporations.

(n) To act as a holding corporation for the properties of any other cooperative corporation or corporations.

(o) To borrow money and contract debts, when necessary for the exercise of its corporate rights and purposes; to issue and dispose of its obligations for any amount so borrowed; and to pledge its property and franchises to secure the payment of its debts.

(p) To limit the amount of indebtedness which may be incurred by it or on its behalf.

(q) To possess and exercise all powers, rights and privileges, including the acquisition of real property, necessary, suitable or incidental to the purposes or activities for which the corporation is organized or in which it is engaged.

N.Y. Coop. Corp. Law § 14