Texas Agriculture Code Title 4, Chapter 52 - Cooperative Marketing Associations

SUBCHAPTER A GENERAL PROVISIONS

• Texas Section 52.001 - Policy
  The purpose of this chapter is: (1) to promote and encourage intelligent and orderly production, cultivation, and care of citrus groves and marketing of agricultural...
• Texas Section 52.002 - Definitions
  In this chapter: (1) "Agricultural products" includes horticultural, viticultural, forestry, dairy, livestock, poultry, and bee products and any farm and ranch product. (2) "Marketing association"...
• Texas Section 52.003 - Nonprofit Organization
  Because a marketing association is organized not to make money for itself or for its members as individuals but only to make money for its...
• Texas Section 52.004 - Application Of General Corporation Laws
  The general corporation laws of the state apply to marketing associations unless those laws conflict with this chapter. Acts 1981, 67th Leg., p. 1103, ch....
• Texas Section 52.005 - Associations Not In Restraint Of Trade
  (a) A marketing association is not a combination in restraint of trade or an illegal monopoly. (b) Organizing under this chapter is not an attempt...

SUBCHAPTER B PURPOSE AND POWERS

• Texas Section 52.006 - Duration Of Existence
  Each association incorporated and organized under this chapter after August 1, 1987, has perpetual existence unless a limited duration is provided for and stated in...
• Texas Section 52.011 - Purposes
  (a) A marketing association may be incorporated to engage in any activity connected with: (1) the production, cultivation, and care of citrus groves; (2) the...
• Texas Section 52.012 - Restrictions
  (a) A marketing association shall be operated for the mutual benefit of its members, as producers, and shall conform to one or both of the...
• Texas Section 52.013 - General Powers
  A marketing association may: (1) engage in any activity connected with: (A) the production, cultivation, and care of citrus groves; (B) the marketing, selling, harvesting,...
• Texas Section 52.014 - Interest In Other Corporations
  (a) A marketing association may organize, operate, own, control, have an interest in, own stock of, or be a member of any other corporation, organized...
• Texas Section 52.015 - Contracts And Agreements With Other Associations
  (a) A marketing association, by resolution of its board of directors, may make all necessary stipulations, agreements, contracts, and arrangements with any other cooperative corporation...

SUBCHAPTER C INCORPORATION

• Texas Section 52.016 - Marketing Contract
  (a) A marketing association may execute a marketing contract with its members requiring the members to sell, for a period not exceeding 10 years, all...
• Texas Section 52.031 - Incorporators
  Five or more persons who produce agricultural products or three or more marketing associations may form a marketing association under this chapter. Acts 1981, 67th...
• Texas Section 52.032 - Preliminary Investigation
  (a) Every group of persons considering the organization of a marketing association is urged to communicate with the department. (b) On request, the department shall...
• Texas Section 52.033 - Execution Of Articles Of Incorporation
  (a) Each marketing association shall prepare and file articles of incorporation signed by each incorporator. (b) One of the incorporators shall acknowledge the articles before...
• Texas Section 52.034 - Contents Of Articles Of Incorporation
  (a) The articles of incorporation must state: (1) the name of the association; (2) the term of existence, if it is limited; (3) the purpose...
• Texas Section 52.035 - Filing Of Articles Of Incorporation
  (a) The incorporators shall file the articles of incorporation in accordance with the general corporation laws of the state. (b) Repealed by Acts 2009, 81st...
• Texas Section 52.036 - Effect Of Filing Articles Of Incorporation
  When the articles of incorporation are filed with the secretary of state, all courts shall receive the articles or a certified copy of the articles...
• Texas Section 52.037 - Amendment Of Articles Of Incorporation
  (a) A marketing association may amend the articles of incorporation at any regular meeting of the association or at a special meeting for that purpose,...

SUBCHAPTER D BYLAWS

• Texas Section 52.038 - Existing Corporations And Associations
  Any corporation or association organized under prior law before March 1, 1921, may elect, by a majority vote of its members or stockholders, to adopt...
• Texas Section 52.051 - Adoption
  (a) A marketing association shall adopt bylaws before the 31st day after the day on which the articles of incorporation are filed with the secretary...

SUBCHAPTER E MEMBERSHIP CERTIFICATES AND STOCK

• Texas Section 52.052 - Contents
  The bylaws may provide for one or more of the following: (1) the time, place, and manner of calling and conducting meetings of the association;...
• Texas Section 52.061 - Stock
  A marketing association may be organized with or without capital stock. Acts 1981, 67th Leg., p. 1108, ch. 388, Sec. 1, eff. Sept. 1, 1981.
• Texas Section 52.062 - Issuance Of Membership Certificates
  When a member of a marketing association organized without capital stock has paid the membership fee in full, the association shall issue to the member...
• Texas Section 52.063 - Issuance Of Shares
  (a) Subject to this section, a marketing association organized with capital stock may from time to time sell and issue shares of capital stock in...
• Texas Section 52.064 - Common Stock
  (a) If a marketing association consists of fewer than 20 stockholders, a stockholder may not own more than one share of the marketing association's issued...
• Texas Section 52.065 - Preferred Stock
  (a) A marketing association organized with capital stock may issue preferred stock with or without the right to vote. (b) The association may redeem preferred...

SUBCHAPTER F MEMBERS

• Texas Section 52.066 - Stock Issued On Purchase Of Property
  (a) If a marketing association organized with capital stock purchases stock, property, or an interest in property, it may discharge its obligations, in whole or...
• Texas Section 52.081 - Membership
  (a) Membership of a marketing association is limited to persons who produce agricultural products handled by or through the association, including the lessees and tenants...
• Texas Section 52.082 - New Members
  (a) A marketing association organized without capital stock may admit new members. (b) If the property rights of the association's members are unequal, a new...
• Texas Section 52.083 - Meetings
  (a) As prescribed by its bylaws, a marketing association annually shall hold one or more regular meetings of its members. (b) The board of directors...
• Texas Section 52.084 - Notice Of Meetings
  Not later than the 10th day before the day of a meeting of a marketing association, the association shall: (1) mail to each member notice...
• Texas Section 52.085 - Voting
  (a) Except as provided by Subsection (b) of this section, a member of a marketing association is entitled to one vote. (b) A marketing association...
• Texas Section 52.086 - Termination Or Suspension Of Membership
  In accordance with its articles of incorporation or a bylaw adopted under Section 52.052 of this code, a marketing association may provide for the termination...

SUBCHAPTER G ADMINISTRATION

• Texas Section 52.087 - Liability Of Members
  Except for debts contracted with the association, a member of a marketing association is not liable for the debts of the association in an amount...
• Texas Section 52.101 - Board Of Directors
  (a) A board of directors shall manage a marketing association. (b) The board shall be composed of five or more directors who are elected by...
• Texas Section 52.102 - Officers
  (a) The directors shall elect: (1) a president or chairman; (2) one or more vice-presidents or vice-chairmen; (3) a secretary; and (4) a treasurer. (b)...
• Texas Section 52.103 - Removal Of Officer Or Director
  (a) Except as provided by Subsection (f) of this section, a member of a marketing association may initiate removal of an officer or director by...
• Texas Section 52.104 - Bond
  (a) Each officer, employee, or agent who handles money or property of a marketing association or any money or property that is under the control...

SUBCHAPTER H FOREIGN COOPERATIVES

• Texas Section 52.105 - Referendum
  (a) On demand of one-third of the board of directors, the board shall refer to the entire membership of a marketing association for decision at...
• Texas Section 52.121 - Foreign Cooperative Considered Marketing Association
  For the purposes of this chapter, a corporation or association organized, with or without capital stock, under a cooperative marketing act of another state or...

SUBCHAPTER I REMEDIES

• Texas Section 52.122 - Permits To Do Business
  (a) Any cooperative marketing association incorporated under the laws of another state may apply for and be granted a permit to do business in this...
• Texas Section 52.131 - Breach Or Threatened Breach Of Marketing Contract
  (a) If a member breaches or threatens to breach a marketing contract, the marketing association may sue and, if successful, is entitled to: (1) an...

SUBCHAPTER J FEES AND REPORTS

• Texas Section 52.132 - Induced Breach Of Marketing Contract; False Reports
  In a civil suit for damages, a person is liable to a marketing association for an amount equal to three times the amount of actual...
• Texas Section 52.151 - Tax Exemptions
  A marketing association is exempt from all franchise or license taxes, except that a marketing association is exempt from the franchise tax imposed by Chapter...

Last modified: September 28, 2016