Be it enacted by the General Assembly of the State of Missouri, as follows:

Section 1. Re-enacting section 741.-That section 741, article 12, chapter 4, of the Revised Statutes of the state of Missouri, 1909, be and the same is hereby repealed, and the following new section enacted in lieu thereof.

Sec. 741. Penalty. Every person violating or evading any of the provisions of this article shall be deemed guilty of a misdemeanor.

Approved May 22, 1919.

[C. S. H. B. 845.'

AGRICULTURE, HORTICULTURE, DAIRYING, POULTRY AND APIARIES: Incorporation of Co-operative Associations.

AN ACT to provide for and authorize the incorporation of agricultural or mercantile cooperative associations for the purpose of conducting any agricultural or mercantile business on the co-operative plan, including the buying, selling, manufacturing, storage, transportation, or other handling or dealing in or with by associations of agriculturists, of agricultural, dairy, or similar products, and including the manufacturing transformation of such articles into products derived therefrom, and for the purchasing of or selling to all shareholders and others groceries, provisions, and all other articles of merchandise, with an emergeney clause.

Be it enacted by the General Assembly of the State of Missouri, as follows:

Section 1. Co-operative plan authorized. Any number of persons, not less than twelve (12), may associate themselves together as a co-operative association, society, or exchange, having all the incidents, powers, and privileges of corporations, for the purpose of conducting any agricultural or mercantile business on the co-operative plan, including the buying, selling, manufacturing, storage, transportation, or other handling or dealing in or with by associations of agriculturists, of agricultural, dairy, or similar products, and including the manufacturing transformation of such articles into products derived therefrom, and for the purpose of the purchasing of or selling to all shareholders and others groceries, provisions, and all other articles of merchandise. For the purposes of this act the words "association," "company, "corporation," "society," or "exchange," shall be construed to mean the same.

Sec. 2. Articles of incorporation-filing thereof certificate. The persons so desiring to associate themselves together shall all sign, and at least five (5) of them acknowledge before a notary public, written articles of association or agreement, which

shall contain the name of the said association; the names and residences of the persons forming the same; a statement of the purposes of such association; designation of the city, town, or village, or other place, where its principal place of business shall be located; a statement of the amount of capital stock; and the number of shares and par value of each. When thus signed and acknowledged, the said articles shall be recorded in the office of the recorder of deeds in the county or city in which the principal place of business of such corporation is to be located, and a certified copy thereof shall be filed in the office of the secretary of state, who, upon receiving the same and the fees required by law, shall issue a certificate of incorporation.

Sec. 3. Fees. For incorporation under this act as hereinabove provided, there shall be paid into the state treasury a fee of fifty dollars ($50.00) for the first fifty thousand dollars ($50,000) or less, of capital stock, and the further sum of five dollars ($5.00) for each additional ten thousand dollars ($10,000) of its capital stock. The limitation upon the aggregate amount of capital stock shall be the same as in respect to other corporations.

Sec. 4. Directors-election-removal-officers.-Every such association shall be managed by a board of not less than five (5) directors, who shall be elected by and from the shareholders at such time and for such term of office as the by-laws may prescribe, and shall hold office for the time for which elected and until their successors are elected and qualified; but the shareholders shall have the power as hereinafter provided, at any regular or special shareholders meeting, legally called, to remove any director for cause and to fill the vacancy, and thereupon the director so removed shall cease to be a director of said association. The officers of every such association shall be a president, one or more vice-presidents, a secretary, and a treasurer, who shall be elected annually by the directors, and each of said officers must be a director of the association. The offices of secretary and treasurer may be combined, and when so combined, the person filling the office shall be secretary-treasurer. When any director has been removed for cause, as hereinabove provided, such action shall vacate any office held by him and such vacancy shall be filled from among the board of directors so constituted after the vacancy in such board of directors has been filled by the shareholders as hereinabove provided.

Sec. 5. Amendments to articles.-Any such association may amend its articles of incorporation by a majority vote of its shareholders at any regular shareholders meeting or at any special shareholders meeting called for that purpose on sixty (60) days written notice by mail to all shareholders. Said power to amend shall include the power to increase or diminish the amount of capital stock and the number of shares, but the amount of capital stock shall not be so diminished below the amount of paid-up capital at the time the amendment is adopted. Within

thirty (30) days after the adoption of an amendment to its articles of incorporation, such association shall cause a copy of such amendment to be recorded in the office of the recorder of deeds of the county or city wherein its principal place of business is located, and a certified copy thereof in the office of the secretary of state. The fee of the secretary of state for so doing, shall be one dollar ($1.00).

Sec. 6. Fees of recorder of deeds. The fees of the recorder of deeds for any service required by this act, shall be the same as those now customarily appertaining to his office for similar services.

Sec. 7. Shares limit of. No shareholder in any such association shall own shares of a greater aggregate par value than ten per cent. (10%) of the aggregate par value of all shares of stock of such association.

Sec. 8. Election of directors. In the election of directors or managers of such association, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares so held by him or her in said association, multiplied by the number of directors or managers to be elected at such election; and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute such votes among two (2) or more candidates.

Sec. 9. Business policies control thereof-vote thereon.— Notwithstanding the foregoing provision for the management of the general affairs of each such association by its board of directors, the control of the policies of such associations is hereby reserved to and conferred upon their respective shareholders, who shall by direct vote govern the policies of such associations, including their policies with reference to the declaring of dividends, the setting aside of reserve funds, the method of distributing profits, the amendment of articles of association, the increasing and diminishing of capital stock, and other general policies, each shareholder shall be entitled to but one vote, irrespective of the number of shares owned, which vote may be cast by proxy as hereinafter provided.

Sec. 10. Proxies how voted. At any regularly called general or special meeting of shareholders for the purpose of electing directors, a written vote signed by and received by mail or messenger from any absent shareholders, shall be accepted as the vote of such absentee. This rule shall apply also to any such written vote of an absentee at any regularly called general or special meeting of shareholders for the purpose of determining the business policies of such association.

Sec. 11. Profits-method of distribution. The shareholders of such an association, at any general or special meeting, shall apportion the earnings by first setting aside not less than ten (10%) per cent. of the net profits for a reserve fund until an

amount has accumulated in the said reserve fund equal to fifty (50%) per cent. of the paid-up capital stock, and then shall be declared a dividend upon paid-up capital stock, to be determined by the said shareholders, which dividend shall not exceed ten (10%) per cent. and the remainder of the said net profits shall then be divided by a uniform dividend, determined by and based upon the amount of sales or purchases of shareholders, and at the option of the said shareholders, upon the sales or purchases of non-shareholders who have done business with such association. In case the association is both a selling and a productive company, such last mentioned dividends may be determined by and based upon both raw material delivered and goods purchased by patrons. Profits, as mentioned in this section, shall mean net earnings of such association and shall be reserved and distributed as herein provided at such times as the by-laws shall prescribe, and at least as often as once in each period of twelve (12) months.

Sec. 12. Prior co-operative associations. All co-operative agricultural corporations, companies or associations, coming within the purview of this act, and heretofore organized and doing business under prior statutes and which have attempted so to organize and do business, shall have the benefit of all provisions of this act and be bound thereby on filing with the secretary of state a written declaration, signed and sworn to by the president and secretary, to the effect that such co-operative company or association has, by a majority vote of its shareholders. decided to accept the benefits of and to be bound by the provisions of this act.

Sec. 13. Use of the name "co-operative."-No corporation or association hereafter organized shall be entitled to use the word "co-operative" as part of its corporate or other business name or title, unless it has complied with the provisions of this act, and any corporation or association violating this provision of this act may be enjoined from doing business under such name. in a suit by any association legally organized under the provisions of this act.

Sec. 14. Funds how used.-None of the funds of any association organized under the provisions of this act, shall be used in the payment of any expenses for promotion of any such organization, such, for instance, as commissions, salaries, or expenses of any kind, character, or nature whatsoever.

Sec. 15. Private property exempt. The private property of shareholders shall be exempt from execution for the debts of any such association.

Sec. 17. Constitutionality.—If any part or parts of this act be held unconstitutional, such holding shall not invalidate any other part thereof.

Sec. 18. Emergency clause. This act being for the immediate preservation of agricultural products and the like, and being

necessary for the immediate conservation of the welfare of the agricultural part of the state, an emergency is hereby declared to exist within the meaning of the Constitution, and therefore, this act shall go into effect immediately upon its passage and approval.

Approved May 24, 1919.

[C. S. H. B. 793.]

AGRICULTURE, HORTICULTURE, DAIRYING, POULTRY AND APIARIES: Regulating Distribution of Dairy Products.

AN ACT creating a state bureau of dairying; regulating the production, manufacture, sale and distribution of dairy products; defining public creameries, public dairies, butter and cheese factories, milk depots, milk testing, milk gathering and milk buying stations; fixing the standard for milk measures, testing tubes, and prohibiting the use of any false measure of milk testing machine; defining dairy products, and adopting a standard of purity for same, prohibiting the sale of adulterated, or impure milk, or other dairy products, or imitations thereof, except as in this act provided; providing for licensing the use and operation of milk or cream testing apparatus and milk buying stations; providing for the appointment and fixing the salaries of, a state dairy commissioner, his deputies and assistants, and defining their powers and duties; prescribing penalties for violation of this act, and repealing sections 631, 632, 633, 634, 635, 636, 637, 638, 639, 641, and 642 of article 4, chapter 4, R. S. of Missouri, 1909, and all other laws, or parts of laws, in conflict with the provisions of this act, with an emergency clause.

Be it enacted by the General Assembly of the State of Missouri, as follows:

Section 1. Creating a state bureau of dairying. That there is hereby created and established, a bureau to be known and styled "The state bureau of dairying," which shall be under the direction and supervision of the state board of agriculture, and the chief of such bureau shall be known and styled as the state dairy commissioner.