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3. Reading and disposal of minutes 4. Report of management, officers, and committees 5. Election of directors 6. Old business 7. New business 8. Adjournment
ARTICLE 11 Allocation and Distribution of Net Savings
Section 1. DETERMINATION AND ALLOCATION. At the close of each fiscal year, the association shall determine its net savings (or loss), including the appropriate portions thereof constituting net savings for patronage allocations; net savings (loss) shall be first determine by generally accepted accounting principles increase or decrease in accordance with the applicable rules and regulations for computing income taxes in order to determine the overall net savings (loss) of the association available for patronage allocations; and the association shall then allocate and distribute said net savings as follows:
(a) A1l savings from nonpatronage sources and all savings, accruing from patrons who are not voting members or participating patrons or approved applicants, shall be credited to the unallocated surplus.
(b) No dividends shall be paid upon the outstanding stock.
(c) The board of directors of this association shall have the authority, at its discretion, to establish and maintain a reasonable reserve for any necessary purpose including but not limited to provision for the erection and construction of buildings and facilities required in the business of the association, or for the purchase and installation of machinery and equipment, or to retire indebtedness incurred for such purposes, or for allowance for doubtful accounts receivable or other indebtedness due the association, and funds contributed to the general reserve or surplus for such purposes shall not be available for allocation to patrons.
(d) The remaining net savings shall be allocated among all voting members, participating patrons and approved applicants upon an suitable patronage basis, according to the proportion of each of the aforementioned member's or patron's business to the entire amount of such business transacts by the association and set up as a patronage allocation.
Section 2. WRITTEN NOTICE OF ALLOCATION. Within eight and one- half (8 1/2) months after the close of the association's fiscal year, the Board of Directors shall make allocation of each member's and participating patron's share of the net savings, and within that period the association shall notify each such patron, in writing, in accordance with 26 USC 1388, of the amount of the allocation to each such patron.
Section 3. DISTRIBUTION OF ALLOCATION. The patronage allocation, described at Sections 1 and 2 above may be distributed to members and participating patrons in cash, common or participating stock or stock credits, patronage ledger credits, or nonqualified notices of allocation, PROVIDED HOWEVER, that said distribution shall be in the form of cash and/or nonqualified notices of allocations, unless not less than the minimum amount of cash is paid to such persons to qualify such allocation for a taxable deduction from the income of the association in accordance with the federal income tax laws, 26 USC 1381 through 1388, inclusive.
(a) Qualified Allocations. Patronage allocations which are to be qualified, as described above, shall be paid partly in cash within the eight and one half (8 1/2) month notification period described above. After the payment of the minimum cash payment required to qualify said allocation for tax purposes under federal income tax laws, the balance of the allocation shall first be applied toward the purchase of one hundred (100) shares of common stock. After the payment of the minimum in cash, as required by Federal Internal Revenue laws to qualify such allocation for tax purposes, the balance of the allocation due approved participating patrons ineligible to become voting members, shall be applied toward the purchase of one hundred (100) shares of participating stock. After a member patron becomes the owner of one hundred (100) shares of common stock and an approve nonmember becomes the owner of one hundred (100) share of participating stock, the remaining balance of such patronage allocations due such members and participating patrons may be paid in cash, patronage ledger credits, stock or book credits or any combination thereof, at the discretion of the Board of Directors. (b) Nonqualified Allocations. Patronage allocations which are not qualified, pursuant to subsection (a) above, need not be paid in cash in whole or in part. Each patron shall, within the notification period describe above, receive notice of the allocation and notice that the allocation is not qualified for tax purpose. The association's books and records shall be maintained in such a manner that the capital contributed by each patron, in the form of nonqualified allocations, will be reflected by nonqualified allocation credits to his/her capital account. No interest will be paid on nonqualified allocations. Nonqualified allocation credits shall be transferable only upon the books of the association. In the event of any such transfer, the transferee shall obtain no greater right or interest therein than were possessed by the transferor. All of the debts of the association, both secured and unsecured, shall be entitled to priority over outstanding nonqualified allocation credits. Upon the dissolution, liquidation or winding up of the association in any manner, said nonqualified allocation credits shall be retired in whole or in part only on a pro rata basis. Said retirement of nonqualified allocations, upon the dissolution, liquidation or winding up of this association, shall be made only after the retirement of stock; PROVIDED HOWEVER, that nonqualified allocation credits shall not be retired at a value in excess of the stated book value thereof. At any time other than the dissolution, liquidation or winding up of this association, said nonqualified allocation credits may be retired or redeemed in whole or in part at the discretion and at the direction of the Board of Directors, by payment in cash or in kind to the patron, or for the benefit of the patron to whom such nonqualified allocation or allocations were credited.
Section 4. CONSENT. Each person who hereafter applies for and is accepted to membership in this association, and each member of this association on February 28, 1993 who continue as a member after such date shall, by such act alone, consents that the amount of any distribution, with respect to such person's patronage accruing after said date, which is made in a qualified written notice of allocation (as define in 26 USC 1388, and as described at subsection (a) above) and which is received by the patron from the association, will be taken into account by the patron at their stated dollar amounts in the manner provided in 26 USC 1385(a) in the year in which such written notice of qualified allocation are received by such patron.
Section 5. PARTICIPATING STOCK. The Board of Directors is hereby authorized and empowered to issue participating stock to all patrons ineligible to become voting members. In the event the holder of participating stock becomes eligible to hold common stock, such participating stock may be applied toward the purchase of common stock. The Board of Directors shall also have the power to retire, at its discretion, participating stock held by any person who removed his/her residence from the trade territory, or is in competition with the association, or has attained retirement age as defined in and pursuant to a plan for the retirement of patrons' equities as adopted by the Board of Directors.
Section 6. LEDGER CREDITS. In order to further the cooperative character of the association and provide a means whereby its current patrons will furnish its capital requirements, the association shall establish and maintain a patronage ledger credit fund. The crediting of such savings to the patronage ledger credit account shall, for all purposes, be deemed equivalent to the payment thereof in cash to the patron to whom they are credited and his/her contribution thereof to such fund as capital required for the continued operation of the association. Such fund shall be used for the purpose of building up such an amount of capital as may from time to time be deemed necessary by the Board of Directors. When, in the opinion of the Board of Directors, the amount of such fund exceeds the amount required for such purposes, the outstanding contributions to such fund may be repaid in whole or in part on a pro rata basis in cash or in kind to the patrons from whom such contributions were received; PROVIDED HOWEVER, that on any pro rata payment of the patronage ledger credit fund, members with credits to the fund of $20.00 or less may be paid in full at the discretion of the Board of Directors. No interest or dividends shall be paid on contributions or credits held in the patronage ledger credit and per unit retain fund. A proper record of such fund shall be maintained at all times by the association, and the equity of any patron therein shall be transferable only upon the books of the association. In the event of any such transfer, the transferee shall obtain no greater right or interest therein than were possessed by the transferor. All of the debts of the association, both secured and unsecured, shall be entitled to priority over all outstanding patronage contributions to much fund. Upon the dissolution, liquidation or winding up of the association in any manner, after the payment of all other debts, all outstanding patronage ledger credit and per unit retain fund contributions shall be retired in full or in part on a pro rata basis, without priority, before any distribution is made on account of stock.
Section 7. SETTLEMENT OF ESTATES AND OTHER EQUITY RETIREMENT. Notwithstanding any other provision of these Bylaws, the Board of Directors at its discretion and direction, shall have the power at any time to pay off, or retire, or secure a release or satisfaction of any common stock, preferred stock, participating stock, patronage ledger credits, or stock and nonqualified allocation credits and other book credits, for the purpose of facilitating the settlement of an estate in case of death, or of any patron who is in competition with the association or has ceased to be a producer of agricultural products or has attained retirement age as defined in and pursuant to a plan for the retirement of patrons' equities as adopted by the Board of Directors.
Section 8. LOSSES. If, in any fiscal year, the association shall incur a net operating loss which is recognizable for tax purposes, the Board of Directors shall have full authority to charge off such loss either against the net savings of future years or against past reserves or other funds or credits or in such other manner as will afford the association the maximum benefit for tax purposes. The balance of said net savings which remain after the foregoing deductions, shall be deems to be ''Net Savings for Allocation and Distri
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