State Worker Coop Policy Statutes PUBLIC
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StateElection / FormationNameMembershipVotingEarnings or lossesPatronageInternal Capital AccountsInternal Capital Account CooperativeAmendmentRevocationMergerOther
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AlabamaAny organization may elect to be governed as an employee cooperative by stating so in its certificate of formation.An employee cooperative may include the word "cooperative" or "co-op" in its corporate name, but not the words "electric" or "power".Governing documents establish qualifications and method of accepting and terminating members, but members must be employeed full-time or part-time. Only members can own voting stock, and amend or repeal bylaws. Amendments adversely affecting member rights may not be adopted without the vote of members.Net earnings or losses apportioned and distributed according to governing documents. Net earnings may be in cash, credits, written notices of allocation, or capital stock.Patronage apportioned based on the ratio of each member's patronage to total patronage by all members. May establish a system of internal capital accounts and require payment of interest on the balance of each member's account in its governing documents. May authorize portion of net earnings and losses to a collective reserve account, which may be used for corporated purposes determined by the board of directors.Allows for internal capital account cooperatives, wherein the worker cooperative's entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons
other than members own capital stock.
Only members can own voting stock, and amend or repeal bylaws. Amendments adversely affecting member rights may not be adopted without the vote of members.A worker cooperative may revoke its election under this chapter by a vote of 2/3 of the members and through articles of amendment filed in accordance with Chapter 2.A worker cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than an employee cooperative. Two or more employee cooperatives may consolidate or merge in accordance with Article 11 of Chapter 2.
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ConnecticutAny organization may elect to be governed as an worker cooperative by stating so in its certificate of formation.A worker cooperative may include the word "cooperative" or "co-op" in its corporate name.The certificate of incorporation or bylaws of a worker cooperative shall establish qualifications and the method of acceptance and termination of members. Members must be employed at least part-time. No less than fifty per cent of all employees shall be members. No corporate shares other than membership shares shall be given voting power.The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of organization or bylaws shall specify. The apportionment, distribution and payment of net earnings required by subsection (a) of this section may be in cash, credits, written notices of allocation or corporate sharesNet earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.may establish through its certificate of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, corporate shares and written notices of allocation. The certificate of incorporation or bylaws may provide for the worker cooperative to pay or credit interest on the balance of each member's internal capital account.In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the worker cooperative.The power to amend or repeal the bylaws of a worker cooperative shall be in the members only, except that the board of directors may amend or repeal such bylaws in accordance with the provisions of sections 33-806, 33-807 and 33-808.may revoke its election under subsection (a) of this section by a vote of 2/3 of the members and through a certificate of amendment filed in accordance with section 33-800.A worker cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than a worker cooperative. Two or more worker cooperatives may consolidate or merge in accordance with sections 33-815, 33-817, 33-819 and 33-820 and subdivision (1) of subsection (a) of section 33-856.No less than fifty-one per cent of the directors on the board of directors of any worker cooperative shall be members of the cooperative.
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DelawareThe organizational documents shall provide that the workers cooperative intends to operate on a cooperative basis and to comply with the requirements of this chapter. In order for a corporation to constitute a workers cooperative, such corporation must execute a certificate of acceptance filed in the office of the Secretary of StateThe name of each workers cooperative may, but need not, contain the words "cooperative," "workers cooperative," "worker owned cooperative," "employees cooperative" or "employee owned cooperative" (or words or abbreviations of like import). Organizational documents establish qualifications and the method of acceptance and termination of members. Pursuant to org docs, at least a majority of the members shall be employees. Except as otherwise provided in the org docs, at least a majority of the employees shall be members.
Except as otherwise provided in the org docs, all voting stock shall be owned by members; otherwise, at least a majority of each class of voting stock shall be owned by members. Nonvoting stock may be owned by any person. Pursuant to the org docs, at least a majority of the board of directors shall be elected by members on basis of 1 member, 1 vote.
Net earnings shall be allocated and distributed by the board of directors according to org docs. The payment of earnings may be in cash, credits, written notices of allocation or any other type of tangible or intangible property, including shares of stock issued by the workers cooperative.
Except as otherwise provided in the org docs, net earnings shall be allocated to members on the
basis of: (i) patronage during such period of time, (ii) capital contributions, or (iii) some combination of patronage during such period of time and capital contributions.
A certificate of acceptance may be amended by filing a certificate of amendment thereto in the office of the Secretary of State at any time for any purpose as the workers cooperative may determine. All provisions of this chapter may be altered from time to time or repealed, and all rights of workers cooperatives, members, patrons and stockholders thereof and other persons are subject to this reservation.
All provisions of this chapter may be altered from time to time or repealed, and all rights of workers cooperatives, members, patrons and stockholders thereof and other persons are subject to this reservation. Nothing in this chapter shall be construed to limit in any way whatsoever the application of any other provision of the laws of this State relating to corporations, including, without limitation and by way of example only, the laws regarding incorporation, mergers and dissolutions.
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MaineAny corporation organized under former Title 13-A or Title 13-C (Maine Business Corporation Act) may elect to be governed as an employee cooperative under this subchapter, by stating in articles of incorpNo business in state can use the word "cooperative" or "co-op" as a part of its corporate name, unless it has complied with this subchapter or other sector state coop statuteMembership (qualifications, methods of acceptance & termination) is defined by biz in articles of incorp or bylaws. No one can be a member unless employeed by biz, part-time or full-timebiz must issue membershares as class of voting stock; members only own 1 share and only members may own those shares; directors determine fee for member shares; Voting Limited Stock: unless written in articles, no other stock may have voting power. But if proposed articles ammendments would adversly affect non-voting shares, 'such action may not be taken without the vote of those shareholders" (gets at the outside investors voting) apportioned and distributed determined by bylaws or articles; Payment can be cash, credits, written notices of allocation or capital stock
earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.coop can establish system of internal cap accounts to reflect book value of biz and to determine the redemption price of membership shares, capital stock and written notices of allocation.same exact as MA The bylaws of an employee cooperative may only be amended by members, except as provided in Title 13-C, section 207.Can revoke its election by a vote of 2/3 of the members and by filing articles of amendment - when doing so the articles of amendment must provide for conversion of membership shares and internal capital accounts or their conversions to securities or other propertysame as MA - no coop can merge with non-coop without first revoking its status; two coops can merge togetherRegistration of Securities: Employee cooperatives are subject to Title 32, chapter 13. (not sure what this means)Has Section on 'Accounting for Internal Capital Accounts' -- REDEMPTION: The articles of incorporation or bylaws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption may be made if such redemption would result in the liability of any director or officer of the employee cooperative under Title 13-C. INTEREST: The articles of incorporation or bylaws may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account. COLLECTIVE RESERVE ACCOUNT: account that is indivisable and earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors

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MassachusettsAny corporation organized under chapter 156D may elect to be governed as an employee cooperative under this chapter, by so stating in its articles of organization or articles of amendment filed in accordance with chapter 156B. May include the word “cooperative” or “co-op” in its corporate name. The articles of organization or the by-laws shall establish qualifications and the method of acceptance and termination of members. Members must be employed by the employee cooperative on a full time or part time basis. Each member shall own only one such voting stock/membership share, and only members may own such shares. No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter or in the articles of organization. The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of organization or bylaws shall specify. The apportionment, distribution and payment of net earnings required by subsection (a) of this section may be in cash, credits, written notices of allocation or corporate sharesNet earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. “patronage” means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of organization and by-laws. The articles of organization or by-laws may provide for the employee cooperative to pay or credit interest on the balance in each member’s internal capital account. An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders. The power to amend, or repeal by-laws of an employee cooperative shall be in the members only, except to the extent that directors are authorized to amend or repeal the by-laws in accordance with said section seventeen. May revoke its election under this chapter by a vote of 2/3 of the members and through articles of amendment filed in accordance with section seventy-two of said chapter one hundred and fifty-six B. An employee cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than an employee cooperative. Two or more employee cooperatives may consolidate or merge in accordance with sections seventy-eight, eighty, eighty-one, eighty-four and eighty-five of said chapter one hundred and fifty-six B.
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New YorkMay elect to be governed as a worker cooperative under this article by stating in its certificate of incorporation or amendments to its certificate of incorporation.Shall include the word "cooperative", "corporation", "incorporated" or "limited" in its corporate name or an abbreviation of one of such words.Certificate of incorporation or the by-laws shall establish qualifications and the method of acceptance and termination of members. Non-members may serve as directors or officers of a worker cooperative but at no time shall there be a majority of non-member directors.Each member shall own only one such voting stock/membership share, and only members may own such shares. No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter or in the articles of organization. The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of organization or bylaws shall specify. The apportionment, distribution and payment of net earnings required by subsection (a) of this section may be in cash, credits, written notices of allocation or corporate sharesNet earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. “patronage” means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of organization and by-laws. The articles of organization or by-laws may provide for the employee cooperative to pay or credit interest on the balance in each member’s internal capital account. An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders. The power to amend or repeal by-laws of a worker cooperative shall be in the members only, except to the extent the directors are authorized to amend or real the by-laws in accordance with section 601.May revoke its election under section eighty-two of this article by a vote of 2/3 of the members and through a certificate of amendment filed in accordance with article eight of the business corporation law.No worker cooperative shall be classed as a non-profit or not-for-profit corporation. Upon completion of his or her probationary period, all regular full-time or part-time employees shall be offered membership in the worker cooperative. Non-members may serve as directors or officers of a worker cooperative but at no time shall there be a majority of non-member directors.
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Oregonmay elect to be governed as an employee cooperative by stating in its articles of incorporation or amendment filedmay include the word cooperative or co-op in its corporate name.articles or bylaws determine qualifications, acceptance, termination of members. Members must be employed full or part time. must issue class of voting stock as 'membership shares', each member only has 1 share and only members have them, fee for member shares determined periodically by directors. Members have all the rights and responsibilities of stockholders as a corporation organized; only members can vote on ammendments to articles; no other capital shares issued unless written in articles, if there is other capital shares, they can vote only on ammendments that adversly affect themsame as NYSame as NYsame as VT, ME, MAsame as VT, ME, MApower to amend or repeal bylaws of an employee cooperative shall be in the members only, except to the extent that directors are authorized to amend or repeal the bylawsMay revoke its electionby a vote of 2/3 of the members and through amendment of articles filed; if status is revoked by election, the amendment to the articles of incorporation shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with this chapter.same as MA - no coop can merge with non-coop without first revoking its status; two coops can merge together
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VermontMay elect to be govered under this statute by stating in articles of association or filing ammendmentA worker cooperative may include the word "cooperative" or any abbreviation of that word in its corporate title.articles or bylaws determine qualifications, acceptance, termination of members. Members must be employed full or part time. Members must be 50.1% or more of workforcemust issue class of voting stock as 'membership shares', each member only has 1 share and only members have them, fee for member shares determined periodically by directors, fee can be paid in payroll deductions/installments/other method, Members have all the rights and responsibilities of stockholders as a corporation organized under chapter 17 of this title; no other capital stock issued unless written in articles, if there is other capital stock, they can't vote unless its re: amendments that adversly affect them same as MA and MEsame as MA and MESame at VTSame as VT except doesn't mention the payment of interest on members accountsthe power to adopt, amend, or repeal bylaws of a worker cooperative shall be in the members only, except to the extent that directors are authorized by section 1873 of this title to adopt, amend, or repeal the bylaws.If any worker cooperative revokes its election in accordance with section 1084 of this title, the articles of association or articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent A worker cooperative may not consolidate or merge with another corporation unless the corporation which results from such merger or consolidation is a worker cooperativeRelated to Membership Shares: "Section 1086 (d) Sections 1864, 1866(b), (d), 1869(a), 1870, and 1872 of this title
shall not apply to membership shares. Sections 2003 and 2004 of this
title shall not apply to membership shares whose redemption price is
determined by reference to internal capital accounts." Don't understand
Section 1089 Directors & Officers: Bylaws determine election/terms/classification/removal of directors; nonmembers may serve as directors but never as majority; director vacencies can be filled by vote of directors or vote of members
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WashingtonAny corporation organized under the laws of this state may elect to be governed as an employee cooperative under the provisions of this chapter, by so stating in its articles of incorporation, or articles of amendment. An employee cooperative may include the word "cooperative" or "co-op" in its corporate name.Bylaws determine qualifications and the method of acceptance and termination of members. Members must be employed full-time or part-time. Members shall have all the rights and responsibilities of stockholders of a corporation organized under Title 23B RCW.Voting stock issued as "membership shares." Each member owns only one membership share, and only members may own these shares. Membership shares shall be issued for a fee as determined from time to time by the directors. The net earnings or losses shall be apportioned and distributed according to the articles of incorporation or bylaws. The apportionment, distribution, and payment of net earnings may be in cash, credits, written notices of allocation, or capital stock.Patronage shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period.Articles of incorporation or bylaws may establish system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation.Allows for internal capital account cooperatives wherein entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. Each member shall have one and only one vote in any matter requiring voting by stockholders.Only members can amend. Except as otherwise permitted by RCW 23B.10.040, no capital stock other than membership shares shall be permitted to vote on any amendment to the articles of incorporation.May revoke its election under this chapter by a vote of 2/3 of the members and through articles of amendment filed with the secretary of state.An employee cooperative that has not revoked its election under this chapter may not merge with another corporation other than an employee cooperative. Two or more employee cooperatives may merge in accordance with RCW 23B.01.200, 23B.07.050, and chapter 23B.11 RCW.
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