HW^^^i
MARINE S.G. Number 19a
Commercial Fishing Publication
PROGRAM
Oregon State University Extension
MARINE ADVISORY PROGRAM
Orgamzing and Operating
A Fishery Cooperative - 2
One of a series ot {iubftcations reporting Extension work in agriculture, home economics, 4-H clubs, and the
Sea Grant Marine Advisory Program, Lee Kolmer, director, Oregon State University, Oregon counties, and
the U. S, Department of Agriculture cooperating. Printed and distributed in furtherance of the Acts of Congress of May 8 and June 30, 1914.
- --^^ ^-^
This information is published by Oregon State University as par^pf the Department of Commerce National- Oceanic and Atmospheric Axfffiinistration Sea Grant Program.
Organizing and Operating A
Fishery Cooperative
Part II
By Frederick J. Smith
Extension Marine Economist
Oregon State University
Organizing and operating a successful fishery cooperative requires an understanding of the nature and purpose of cooperative by-laws and cooperative agreements,
and some knowledge of state and federal cooperative regulations. This information
is provided in the following order:
Considerations in Preparing By-Laws
Page
2
An Outline for Preparing By-Laws
Page
3
Sample By-Laws
Page
6
Sample Marketing Agreements
Page 34
Federal Fishery Cooperative Regulations
Page 41
Considerations in Preparing By-Laws
Cooperative by-laws provide the broad framework within which the fishery
cooperative functions.
The by-laws should be flexible enough to allow for
changing cooperative objectives and functions, but provide for the protection
of membership and cooperative interests.
The board of directors is responsible for establishing appropriate, broad,
overall policy and for supervising the general activities of the organization.
Future policy requirements and general activities cannot be accurately predicted,
therefore the by-laws should not overly restrict the board's capacity to act.
For example, by-laws frequently set dates of annual meetings, define
rights of members when they withdraw or do not abide by cooperative policy,
and set the fiscal year for business purposes.
Allowing the board some
latitude in dealing with such items helps to avoid difficult situations and
the necessity for frequent special meetings.
If membership expulsion (or
other decisions) are designated in the by-laws to be at the discretion of the
board, some potential legal problems may be avoided.
However, the by-laws
should specify who has the authority to make such decisions and the circumstances under which the decision may be made.
The minimum membership quorum required for the transaction of business
should not be unrealistically high.
It may be quite costly to poll even
20 percent of the membership on a critical issue if many are fishing off
Alaska and California.
A common practice is to specify in the by-laws that
those persons present at any membership meeting shall constitute a quorum.
Outline for Preparing By-Laws
Although by-laws should be organized and written to fit the particular needs of
the cooperative, most are organized according to a common format. The following
list of articles and sections may be used as a guide in preparing fishery
cooperative by-laws.
(Proposed)
BY-LAWS
for
(A cooperative corporation)
ARTICLE I.
MEMBERSHIP
Section 1.
Membership Qualifications.
(Spell Out)
Section 2.
Membership Fee.
fee of
Section 3.
Membership Certificate
Section 4.
Transferability. Neither memberships or membership certificates
shall be transferable.
Section 5.
Membership Cancellation.
Section 6.
Membership Liability. Except for debts lawfully contracted between
a member and this corporation, no member shall be liable for its
debts to an amount exceeding the sum remaining unpaid on his
membership fee.
Upon admission each member shall pay a membership
dollars ($
).
(Spell Out)
ARTICLE II.
Section 1.
FISCAL YEAR
The Fiscal Year.
ARTICLE III.
Section 1.
Annual Meeting.
Section 2.
Special Meetings.
Section 3.
Meeting Notices.
Section 4.
Quorum.
Section 5.
Voting.
MEMBERSHIP MEETINGS
ARTICLE IV.
DIRECTORS - OFFICERS
Section 1.
Directorate.
Section 2.
Board Organization.
Section 3.
Board Vacancies.
Section 4.
Board Meetings.
Section 5.
Quorum.
Section 6.
Board Compensation. (May or May not)
(Statement re salaried position)
(Number, Part, or Percent)
ARTICLE V.
DUTIES OF DIRECTORS
Section 1.
Conduct Affairs. The board of directors shall establish the
operating and other policies, generally conduct the business and
affairs of the corporation, and make the necessary rules and regulations, not inconsistent with law, the Articles of Incorporation
or these bylaws.
Section 2.
Bonds, Insurance and Depository. The board shall provide such
fidelity bonds and casualty insurance as it shall deem prudent. The
premiums on which will be paid by the corporation. The board shall
designate one or more depositories for funds of or in possession of
this corporation and specify proper safeguards for handling funds
including the person or persons authorized to sign checks and
vouchers.
ARTICLE VI.
DUTIES OF OFFICERS
Section 1.
The President shall: Preside over all meetings of the members and
of the board of directors, call all meetings of the board, and sign
the minutes of all meetings over which he presides; serve as judge
of elections; and perform all duties usually required of an executive and presiding officer.
Section 2.
Vice President. In the absence or in the event of the disability
of the president the vice-president shall serve in his stead.
Section 3.
The Secretary-Treasurer shall:
(a) Keep the minutes of the meetings of the members, and of the
board of directors, and in each instance provide within ten (10)
days to each member, or to each board member, a copy of such minutes.
(b) Maintain the membership roll.
(c) Call special meetings of the members upon receipt of petition
from ten percent of the members.
(d) Serve as custodian of all property of the corporation including
the corporate seal.
(e) Make the tax reports and returns to the Internal Revenue Service
and the State Tax Commission.
(f) Maintain employee withholding records on federal and state
income, social security, and unemployment taxes; and remit to the
appropriate federal and state agencies.
(g) Maintain authorized bond and insurance coverage.
(h) Within ten (10) days after the close of each month reconcile
the corporation records with those of the depository.
(i) Be held responsible for the integrity and completeness of all
accounting.
(j) Receive and disburse all funds of the corporation.
(k) At each annual meeting make a full report on the business and
financial status of the corporation.
(1) Compile such other reports as may be required by law, or
requested by the membership or the board of directors.
ARTICLE VII.
MEMBER CAPITAL
Section 1.
Annual Dues.
Section 2.
Levy Rate.
Section 3.
Dues Fund.
Section 4.
Capital Fund.
Section 5.
Distribution of Capital Fund,
Section 6.
Dues Fund Option.
ARTICLE VIII.
Section 1.
At Cost.
Section 2.
Pooling.
Section 3.
Contract.
ARTICLE IX.
OPERATING METHODS
ACCOUNTING - AUDITING
This corporation shall have installed such system of accounting as to permit
conducting the business in an orderly and prudent manner; and shall have its
books and records audited annually by a competent accountant or auditor not
otherwise employed by the corporation.
ARTICLE X.
AMENDMENTS
These by-laws may be amended by a majority affirmative vote of those members
present at any annual meeting, or at any special meeting, provided the substance
of the amendment shall have been included in the meetina call.
CERTIFICATE OF ADOPTION
We the President and Secretary, respectively, of (name of corporation) hereby
certify that the foregoing draft of
pages constitutes a full and true copy
of the bylaws as amended of said corporation and as adopted by the members
thereof in session at (town) , (state) , on
(date)
, 19
.
Secretary
President
Sample By-Laws
Copies of by-laws were obtained from a number of apparently successful U.S.
fishery cooperatives during 1970. Those illustrated here are representative of
four different types of fishery cooperatives:
1.
a capital stock seafood buying, processing, selling and supply
selling association
2.
a non-capital stock price bargaining association
3.
a non-capital stock bargaining and promotion association
4.
a non-capital stock seafood marketing and supply selling association
These sample by-laws are reproduced in their entirety, unaltered except that the
cooperative names are fictitious. They should be used only as a guide in
preparing by-laws for a new cooperative.
A Capital Stock Seafood Buying, Processing,
Selling, and Supply Selling Association
BY-LAWS
of
HI-LINERS SEAFOOD COOPERATIVE ASSOCIATION, INC.
ARTICLE I
Name, Location, Seal
Section 1.
The name of this association shall be the HI-LINERS SEAFOOD
COOPERATIVE ASSOCIATION, INC.
Section 2.
The principal office shall be located at Ship Shape Seashore.
ARTICLE II
Purposes
Section 1.
The purposes of the association shall be:
(a) To engage in the fishery industry as fishermen catching,
collecting or cultivating aquatic products, and in producing,
preparing for market, processing, handling, and marketing in
intrastate, interstate, and foreign commerce fish and other aquatic
products.
(b) To act as collecting and marketing agency for aquatic products
and any of the products manufactured therefrom; to improve the
quality and distribution of aquatic products and to stabilize the
prices of same.
(c) To buy, lease, acquire, as owner or otherwise, any real or
personal property as may be necessary in the conduct of the
activities of the association and to borrow, to mortgage, to give
financial aid, to make advance payments for any purpose which is
proper to further the purposes of this association.
(d) To have and exercise all the powers, privileges, and rights
conferred or allowed to corporations by the laws of (the state) and
of the United States incidental to carrying out the purposes for
which this association is formed.
ARTICLE III
Membership
Section 1.
Membership in the association shall be open to:
(a) Fishing vessels, whether owned individually, by a partnership,
corporation or any other manner, such vessel shall select a representative and shall inform the association, in writing, of such selection.
Said representative shall be the only person recognized by the
association to act on behalf of said member vessel.
(b) Fishermen actively engaged in fishing.
(c) Persons identified with the fishing industry.
Applications for membership shall be accompanied by a membership fee
of $10.00, together with an amount necessary to purchase one share of
the common stock of the association. In the event that the applicant
owns more than one vessel, he must purchase one additional share of
common stock for each vessel that is to be recognized by the
association as a vessel owned by a member. All applicants for
membership shall be approved by the Board of Directors. The members
of class "c" above shall be limited to five (5) percent of the total
membership.
Section 2.
All persons who own common stock at the date of the adoption of this
section shall be deemed to be members.
Section 3.
Ownership of common stock shall be a pre-requisite of continuing
membership.
ARTICLE IV
Capital Stock
Section 1.
The capital stock of the association shall consist of 1500 shares
of preferred stock and 2500 shares of common stock each with a par
value of $100.
Section 2.
The common stock may be acquired only by members. Each holder of
common stock shall be entitled to one vote regardless of the number
of shares held. In the case of stock owned by a member vessel, one
vote shall be cast on behalf of said vessel by its representative.
Dividends not to exceed eight (8) percent per annum may be declared
by the Board of Directors and paid on the common stock after the
payment of dividends on preferred stock for the full year in which
dividends on common stock are declared.
Any holder of common stock desiring to sell or transfer his shares
shall first offer them to the association which shall have the right
to purchase said stock at its par value. If the association refuses
to purchase the same within ninety days after the same has been
offered to the association, the holder of such stock may sell or
transfer the same, but only to such person as is permitted to hold
stock in this association under Article III, Section 1.
Section 3.
Preferred stock may be issued at the discretion of the Board of
Directors to any person. Preferred stock shall be non-voting and
shall be redeemable at par by the association at any time, and shall
be entitled to receive dividends out of earnings at a rate of not
more than seven (7) per cent per annum when and if declared by the
Board of Directors.
Upon the dissolution of this association, the holders of preferred
stock shall be entitled to receive up to the par value of their
stock, plus all declared unpaid dividends thereon before any
distribution is made to holders of common stock.
Section 4.
For good and sufficient cause as determined by the Board of Directors
acting by majority vote, the association may elect to cancel and
terminate the membership and all rights, privileges, and interests of
any common shareholder upon tender to him or to it, or legal repre-
sentative, of the par value of the shares held by such member,
together vn'th any dividends, or other sums due and unpaid, less any
indebtedness due the association from such shareholder. Wilfully
failing to comply with the By-Laws and regulations of the
association, or wilfully continuing in a breach of marketing or purchasing agreement with the association, or wilfully obstructing its
purposes and proper activities, or ceasing for such period as may be
determined by the Board of Directors to deal through the association
shall be deemed sufficient cause for the expulsion of a member, but
the enumeration of these causes shall not be taken to exclude any
other causes which, in the discretion of the Board of Directors, shall
require such expulsion for the best interests of the association.
Section 5.
In case of the proposed cancellation of membership or expulsion of
any member, such member shall be informed in writing of the charges
against him at least ten (10) days before the meeting at which the
Board of Directors shall finally pass upon such cancellation or
expulsion, and at such meeting, he shall have an opportunity to be
heard by counsel or in person and to present witnesses in regard
thereto.
ARTICLE V
Fiscal Year and Meetings
Section 1.
The fiscal year of this association shall be from January 1st to
December 31st.
Section 2.
The annual meeting of the association shall be held on February
10th of each year, unless the same shall fall on a Sunday or legal
holiday, in which event the annual meeting shall be held on the
next business day.
Section 3.
Special meetings of the association may be held at any time at the
discretion of the Board of Directors or upon a written petition to
the President signed by ten (10) percent of the persons and vessels
owning common stock.
Notice of every special meeting shall specify the time, place and
purpose of the meeting and no business other than that specified in
the notice shall be acted upon at any such meeting. Notice of such
special meeting shall be given by mail or telegram at least five
days and not more than thirty days before any such meeting.
Twenty (20) percent of the persons and vessels owning common stock
of the association shall constitute a quorum for the transaction of
business.
ARTICLE VI
Officers
Section 1.
The officers of this association shall be a President, Vice President,
Treasurer, Secretary, and Board of Directors consisting of the officers
and none elected members. Of the first elected members of the Board,
three shall hold office for one year and three for two years, and
thereafter three directors shall be elected by ballot by the members
of the association at the annual meeting and shall serve for two
years and until their successors have been elected and qualified.
The Vice President, Treasurer and Secretary shall be elected by
ballot at the annual meeting and serve for one year and until their
successors have been elected and qualified. The directors shall
elect the President from their own number.
All officers and directors shall at the times of their election own
common stock or be representatives of vessels owning common stock.
Section 2.
The President shall preside at all directors' and stockholders'
meetings; shall have general supervision over the affairs of the
corporation; shall sign all stock certificates; shall be responsible
for the preparation and submission of a report to the stockholders at
their regular annual meeting on the business affairs and financial
condition of the corporation for the preceding year; and shall have
the usual powers and responsibilities that devolve upon the president
of a corporation, and any other duties that may be prescribed by the
Board of Directors.
Section 3.
The Vice President shall, in the absence of the President, exercise
all of the powers and responsibilities and duties of the President.
Section 4.
The Treasurer shall give bond if and when required by the Board of
Di rectors and shall receive and disburse the funds of the association
under the direction of the Board of Directors; and shall si an all
stock certificates
Section 5.
The Secretary shall issue notices of all directors' and stockholders'
meetings, and shall attend and keep the minutes of such meetings;
shall have charge of all corporate books, records and papers; shall
be custodian of the corporate seal; shall impress with the corporate
seal all stock certificates and written contracts of the corporation,
and perform all other duties incident to his office or prescribed
by the Board of Directors.
ARTICLE VII
Board of Directors
Section 1.
The Board of Directors shall have full control over the management of
the corporation, the conduct of its business and the exercise of its
corporate rights. The Board of Directors shall from time to time,
make all rules and regulations not inconsistent with law or with
these By-Laws for the management of the affairs of this association
and the guidance of the officers, employees and agents of the
association, including but not limited to the grading of products
being marketed through the corporation, the territory within which
the corporation shall operate, and the charges or assessments to be
levied or imposed for the services rendered by the corporation.
Section 2.
In addition to such other officers or employees as the Board of
Directors shall employ or authorize to be employed, it shall choose
a manager and prescribe his duties and compensation. Among his
10
duties, the manager shall be responsible for the grading and
marketing of the aquatic products of the members of this corporation.
Section 3.
At the close of any business year, and before the payment of
dividends on preferred or common stock, the Board of Directors may
set aside from any net earnings or savings, or other funds received
by the association for its use, reasonable reserves and other funds,
as may be determined by the board, for any of the purposes of the
association, except as otherwise provided by lav; or these By-Laws.
Any reserves or other funds set aside from business done in any year
shall be apportioned on the books of the association in proportion to
the amount of business done with each member during the year, or in
lieu thereof, the books and records of the association shall afford
means of doing so at any time. Any reserves or other funds, or any
part thereof, whether upon dissolution, liquidation, or otherwise,
in the sole discretion of the Board of Directors, shall be distributed to the members of the association in accordance with such
apportionment subject to provisions in law or these By-Laws. Such
interests of the members of the association in funds or reserves
held by it may be evidenced by certificates of interest to be issued
by the association.
At the end of each year, or oftener at the discretion of the Board
of Directors, after setting aside the amounts for reserves or other
funds, and after the payment of dividends, if any, on preferred or
common stock, the balance of the net earnings or savings of the
association for that year shall be distributed to members on a
patronage basis in proportion to the amount of business each contributed to the association during the year. Such patronage refunds
may be credited to members on the books of the association, to apply
on the purchase of stock in the association, or to be used by the
association as short time working capital and in evidence of which
the association may issue certificates of interest within the sale
discretion of the Board of Directors.
Section 4.
The annual meeting of the Board of Directors shall be held
immediately after the annual meeting of the stockholders. Regular
meetings of the Board of Directors shall be held on the 8th day of
each month. Special meetings of the Board of Directors shall be
held whenever called by the President or upon written request of
three members of the Board of Directors addressed to the Secretary,
and the President shall call such meeting to be held within fifteen
days from the date of receipt of such request by the Secretary.
Section 5.
A majority of the directors shall constitute a quorum for the
transaction of business.
ARTICLE VIII
Miscellaneous
Section 1.
No member of this association shall by reason of his membership be
personally liable for any indebtedness or financial obligation of
this association.
11
Section 2.
The corporation shall have a first lien on all of the shares of its
capital stock and upon all dividends declared or patronage refunds
due upon the same for any indebtedness of the respective holders
thereof to the corporation.
Section 3.
It shall be the policy of the association to conduct its affairs in
accordance with the purposes of the Act of Congress approved
June 25, 1934, entitled "An Act authorizing associations of producers
of aquatic products", commonly referred to as the "Fishery Cooperative
Marketing Act" (48 Stat. 1213).
Section 4.
After adoption, a copy of these By-Laws shall be furnished to each
member of the association and to others upon admittance to membership
therein, such copies to be in printed pamphlet or mimeographed form.
ARTICLE IX
Amendments
Section 1.
These By-Laws may be altered or amended at any regular or special
meeting of the persons and vessels owning common stock in the association by the affirmative vote of three-fourths or more of the
persons present, provided that the proposed alteration or amendment
shall be included in the notice or call for the meeting.
12
A Non-Capital Stock Price Bargaining Association
BIG FISHERMEN'S MARKETING
ASSOCIATION OF HAPPY LANDING
ARTICLE I
Purpose
The purpose for which this association is formed is set forth in the third
Article of the Articles of Incorporation of the Association.
ARTICLE II
Corporate Seal
The corporate seal shall consist of a circle having within its circumference the
words "BIG FISHERMEN'S MARKETING ASSOCIATION OF HAPPY LANDING."
ARTICLE III
Meetings of Members
Section 1.
Regular Meetings. A regular meeting of the members shall be held
each year between Christmas and New Year's at the office of said
association or elsewhere as shall be indicated in advance of said
meeting by the Board of Directors, for the purposes of electing a
Board of Directors and transacting such other business as may come
before the meeting.
Section 2.
Notice of each regular meeting of the members shall be given. Such
notice must state the time and place of the meeting, and that the
purposes thereof are the election of a Board of Directors and the
transaction of such other business as may come before the meeting,
without the need for the specification of more detail, and a copy
thereof shall be mailed to each member of the association; such
notices shall be deposited in the post office at Happy Landing with
postage prepaid, at least ten (10) days prior to the time for holding
such meeting, and such notice shall be deemed given when deposited
in the United States mail addressed to the member at his address as
it appears on the records of this association.
Section 3.
Special Meetings. Except where otherwise prescribed by law or
elsewhere, a special meeting of the members may be called by the Board
of Directors or by the president, and the Board of Directors shall
call a special meeting at any time when a petition signed by at
least as many members as equals 20% of the number of votes entitled
to be cast at the meeting shall be presented by such members or their
authorized representative to the Board of Directors or to any member
thereof.
Section 4.
Notice of Special Meetings. Notice of each special meeting of the
members shall be given. Such notice must state the time and place of
the meeting, and the business to be transacted at the meeting; a copy
thereof shall be mailed to each member of the association; such
13
notice shall be deposited in the post office at Happy Landing with
postage prepaid at least ten (10) days prior to the time for holding
such meeting, and such notice shall be deemed given when deposited
in the United States mail addressed to the member at his address as
it appears on the records of this association.
Section 5.
Quorum. A quorum at any meeting shall consist of as many members as
equals a majority of the number of votes entitled to be cast at the
meeting except when otherwise provided by law or elsewhere in these
By Laws. If a quorum is present the affirmative vote of the majority
of the members at the meeting entitled to vote shall be the act of
the membership,
ARTICLE IV
Board of Directors
Section 1.
Number. The corporate powers, business and property of the
association shall be exercised, conducted and controlled by a Board
of Directors of five (5) members.
Section 2.
Election. The directors of this corporation shall be elected for
2-year terms, such terms to be staggered so that three directors will
be elected in odd numbered calendar years and two directors will be
elected in even numbered calendar years. In 1966, two directors will
be elected to a 2-year term and three directors will be elected to a
1-year term. A director must be a member qualified to vote and any
vessel, the ownership interest of which or being the skipper of which,
qualified the membership, must have been engaged primarily during the
calendar year of the election in catching and selling products
delivered by or through this association. A director who has filled
a full 2-year term cannot be elected a director to succeed himself.
Section 3.
Vacancies. Vacancies in the board of directors shall be filled by
the affirmative vote of the majority of the remaining directors
though less than a quorum of the board of directors. A director
elected by the board of directors to fill a vacancy shall hold office
until the next annual meeting of the members unless the members
earlier elect a replacement. Any appointment or election to fill a
vacancy on the board of directors whether by the board of directors
or the membership, will be for a term not to exceed the unexpired
term of the director creating the original vacancy.
Any director who ceases to be a member or who violates any contract
with this association in any particular, shall cease to be a member
of the Board as soon as a majority of the Board pass a resolution to
such effect. The vacancy caused thereby shall be filled by the
directors.
Any member may bring charges against an officer or director by filing
them in writing with the Secretary of the Association, together with
a petition signed by five (5) percent of the members, requesting the
removal of the officer or director in question. The removal shall be
voted upon at the next regular or special meeting of the membership
and, by a vote of a majority of the members, the membership may
14
remove the officer or director and fill vacancy. The director or
officer against who such charges have been brought, shall be informed
in writing of the charges previous to the meeting and shall have an
opportunity at the meeting to be heard in person or by counsel and to
present witnesses; and the person or persons bringing the charges
against him shall have the same opportunity.
Section 4.
First meeting of directors. As soon as possible after each election
of directors, the newly elected directors shall hold a regular
meeting and elect the officers of the corporation and transact any
other business.
Section 5.
Regular meetings. Regular meetings of the Board of Directors shall
be held at Happy Landing, at such time and place as the Board may
direct but at least twice a year.
Section 6.
Special meetings. A special meeting of the Board of Directors shall
be held whenever called by the president or by a majority of the
directors. Any and all business may be transacted at a special
meeting. Except as herein provided, each call for a special meeting
shall be in writing, signed by the person or persons making the
same, addressed and delivered to the secretary, and shall state the
time and place of each meeting.
Section 7.
Notice of regular or special meetings. Notice of regular or special
meetings of the directors shall be mailed to each director at least
ten (10) days prior to the time set for the meeting, except that in
case of an emergency notice may be twenty-four (24) hours by
telephone call to the home or other designated place of each director
and if the meeting is attended by a majority of the Board, the
meeting will be on proper notice, and such written notice shall be
deemed given when deposited in the United States mail addressed to
the director at his address as it appears on the records of the
association.
Section 8.
Quorum. Three (3) directors shall constitute a quorum of the board
at all meetings and the affirmative vote of at least three (3)
directors shall be necessary to pass any resolution or authorize any
corporate act within the province of the Board of Directors.
ARTICLE V
Powers of Directors
The directors shall have the power:
1. To call special meetings of the members when they deem it
necessary; and they shall call a meeting at any time upon the written
request, signed by at least as many members as equals 20% of the
number of votes entitled to be cast at the meeting.
2. To appoint and remove officers, agents, and employees of the
association, to prescribe the duties of the employees, to fix their
compensation and require from them, if advisable, security for
faithful performance of duties.
15
3. To select the banks and determine the manner of receiving,
depositing and disbursing funds; determine who is authorized to
borrow on behalf of this corporation, to determine the form of
checks and person by whom the same shall be signed and shall have the
power to change the banks and the person or persons signing the checks
and the form.
4. To conduct, manage,and control the affairs of the business of
the association and to make rules and regulations for the guidance of
the officers and management of the affairs.
5. To make and enter into agreements with packers, dealers,or
canners for the sale of the fish or fish products, produced or caught
by the members of the association to obtain market orders and shall
have the power to appoint agents for these purposes.
6. To carry out the membership contracts of the association and the
members in every way advantageous to the association, representing
the members collectively.
7. To settle, in the name of its members, any claims for damages
which may arise against the association.
8. To authorize any lawsuit in the name of the association against
any dealer for violation by the dealer of any contract entered into
with this association, even though such violation involves a
transaction between a member and the dealer and even though no consent
to the lawsuit is obtained from the member.
ARTICLE VI
Duties of Directors
It shall be the duty of the Board of Directors:
1. To keep a complete record of all its acts and of the proceedings
of the meetings, and to present a full statement at the regular
meetings of the members, showing in detail the condition of the
affairs of the association.
2. To supervise all officers, agents, and employees, and see that
their duties are properly performed, and to cause to be issued
appropriate certificates of membership.
3. To install such a system of bookkeeping and auditing that each
member may know and be advised from time to time fully concerning the
receipts and disbursements of the association.
ARTICLE VII
Officers
The officers of this association shall be a president, vice president, secretary
and treasurer, together with any other administrative officers which the board
of directors may see fit in its discretion to provide for by resolution entered
upon its minutes, except that any two of the offices of vice president and
16
treasurer may be combined by the board of directors so as to be filled by any one
person. Any combination hereafter created of the offices indicated may be
thereafter separated by the board of directors and any new combination of the
offices indicated may thereafter be made to the board of directors.
ARTICLE VIII
The President
If, at any time, the president shall be unable to act, the vice president shall
take his place and perform his duties; and if the vice president shall be unable
to act, the Board shall appoint a director to do so. The president or such
vice president or director:
1.
Shall preside over all meetings of the members and directors.
2. Shall sign, as president, all certificates of membership, and
all contracts and instruments which have been first approved by the
Board of Directors.
3. Shall call the directors together whenever he deems it necessary,
and shall have, subject to the advice of the directors, direction of
the affairs of the association and generally shall discharge such
other duties as may be required of him by these By-Laws or by the
Board.
ARTICLE IX
Secretary
It shall be the duty of the secretary:
1. To keep a record of the proceedings of the meetings of the Board
of Directors and of the members.
2. To keep the corporate seal and the book of membership certificates, and counter-sign all certificates issued and affix said
corporate seal to all papers requiring a seal.
3. To keep a proper membership book, showing the name of each member
of the association, the number of his membership certificate, the
date of issuance, surrender, cancellation, forfeiture,or transfer.
4. To execute and sign contracts, notes, papers and documents,
without hereby restricting the right of any other officer or employee
to sign such papers if they are otherwise authorized so to do.
5. To discharge such other duties as pertain to his office or may be
prescribed by the Board of Directors.
ARTICLE X
Treasurer
It shall be the duty of the treasurer:
1.
In person or through an agent, to receive and deposit all funds
17
of the association, to be paid out only on checks drawn as hereinbefore provided, and account for all receipts, disbursements, and
balance on hand.
2. To furnish a bond in such form and in such amount as the Board
of Directors may from time to time require.
ARTICLE XI
Executive or Advisory Committee
The Board of Directors may appoint an Executive or Advisory Committee from among
its members, determine the number of its members and tenure of office and its
powers and duties. The president and secretary shall be ex-officio members. The
Board of Directors may authorize and employ a general manager who will generally
manage, supervise, and carry on the daily affairs of this association.
ARTICLE XII
Audi t
There shall be an annual audit of the affairs of the association made by a
certified public accountant, appointed annually by the Board of Directors; such
certified public accountant must be duly licensed by law and certified as
required by the laws of the State of Washington.
ARTICLE XIII
Auditing Committee
The Board of Directors may appoint an Auditing Committee from among its members,
determine the number of its members and its tenure of office. The Board may
prescribe rules and regulations with reference to the manner and form in which
claims shall be presented against the association and the manner of auditing the
same, and in lieu of such action by the Board, the Auditing Committee may
prescribe rules and regulations with reference to its meetings and procedure.
ARTICLE XIV
Books and Papers
The books and such papers as may be placed on file by vote of the members or
directors shall at all times in business hours, be subject to the inspection of
the Board and of any member of the association, or his representatives, duly
authorized in writing.
The Board of Directors shall cause to be sent to all the members of this association not later than one hundred and fifty (150) days after the close of the
fiscal or calendar year, an annual report of the operations of the association.
Such annual reports shall include a balance sheet as of the closing date. Such
financial statement shall be prepared in a form sanctioned by sound accounting
practices and approved by a duly certified public accountant.
ARTICLE XV
General Provisions Concerning Members
1. The association is organized for the purposes of mutual help, without capital
stock, and for the purpose of serving its members only and providing all of its
18
facilities to them upon uniform rules and regulations to be prescribed by the
Board of Directors of the association.
Members - Who Eligible
2. A member, except as association similar to this association, must have an
ownership interest in a trawl or drag boat, or be the master of such a boat. All
members agree to abide by all of the rules and regulations, resolutions and ByLaws of the association with reference to the production, handling and marketing
of their product as provided in these By-Laws or as may be hereafter determined
either by amendment to these By-Laws or by resolution of the Board of Directors
of the association. All members will sign a membership agreement in terms
substantially similar to that made between this association and any of its other
members, a copy of which membership agreement is referred to hereby and made a
part hereof as amended by the directors from time to time.
3. Membership Certificates: This association shall issue a certificate of
membership to each member who has paid his membership dues and who has signed
his membership agreement in such form as may be provided by the Board of Directors, but said membership shall not nor shall said certificates thereof, be
assigned by said member to any other person, nor shall a purchaser at execution
sale, or any other person who may succeed by operation of law or otherwise to the
property interests of a member, be entitled to membership or to become a member
of the association by virtue of such transfer.
4. Member to market output in accordance with rules of association: No person
shall be or remain a member of this association unless he is and remains a qualified drag boat fisherman or trawler and produces fish by trawling as provided in
these By-Laws, and if any member shall cease, fail, neglect or refuse for any
reason whatsoever to perform in full the membership agreement including the provision requiring him to market all the products caught by him as provided by the
said membership agreement, then the Board of Directors of the association may, at
its option, terminate his membership in this association, and all of his rights,
title,and interest therein shall cease and terminate and his certificate and his
membership in this association shall, at the option of the Board, be canceled and
such member shall not, nor shall anyone in his behalf be entitled to any interest
in or portion of the property or good-will of the association, except that refunds
will be made to the owner, as of the time the payment was made, of the vessel
concerned, or his personal representative or successors, in connection with any
surplus in the general fund which refund will be in accordance with reasonable
rules and regulations established by the board of directors and as from time to
time amended. 5. There will be only one vote per vessel and one member will have but one vote
and in the event of any conflict regarding who will vote in connection with any
vessel, the determination of the owner of the said vessel is controlling. Each
member shall have one vote and one vote only, subject to the preceding sentence,
and the voting power of each member of this association will be equal, subject to
these By-Laws. Any membership predicated upon the ownership interest in, or being
the master of, a vessel which vessel during the calendar year in question does not
sell at least one load of products handled by or through this association, will
lose its right to vote for the year in question.
6. Any cooperative association engaged in marketing fish or fish products for its
members may be admitted membership in the association as permitted by law and
19
shall have voting power and property rights therein on the same basis as all
other members and in accordance with the general rules as provided elsewhere in
these By-Laws, in the Articles of Incorporation, or as provided for in the laws
of the State of Washington under which laws this association is incorporated,
provided that its members are all bona fide drag boat fishermen.
7. Board to establish rules and regulations: The Board of Directors of the
association shall have the power to establish and to revise and amend from time
to time rules and regulations by which each member shall be governed with
reference to the delivery and sale of their products, to secure a proper grading
and standard quality and market which will best effect the interest of the
members of the association as a whole, including within the rights and power of
the board of directors without this specification limiting their general powers,
the right to negotiate and execute general contracts with fish buyers covering
not only the matter of price, but other items such as limits and methods and *
procedures concerning receiving of fish deliveries, weighing, payments, and
other appropriate matters.
8. Expense of maintaining organization: All expenses of maintaining the
association, including among other things, rent, salaries, taxes, insurance,
office and inspection expense, advertising, and the like, shall be met so far as
possible from the membership fees and the sums of money collected for fish and
fish products sold by the association as provided in the membership agreement
hereinabove referred to.
The Board of Directors of the association shall have the right and power to
change the rate of deductions to cover the foregoing expenses, said deductions to
be made on a poundage basis of fish delivered and marketed through the association; provided, however, that in no instance shall the said Board of Directors
set a rate in excess of $2 per thousand pounds of fish marketed. The decision of
the Board of Directors as to the amount of such collection shall be final except
that the same may be brought up for vote of the membership at any regular or
special meeting of such membership, and a majority vote of the members at a
regularly called meeting shall be sufficient to rescind the action of the
directors.
9. Provisions for Liquidated Damages: Each member has agreed to market all fish
caught by him or fish products produced by him in accordance with the provisions
of the membership agreement referred to in the By-Laws. Each member admits that
it would be extremely difficult and impracticable to fix the amount of damages
which the association or its members would suffer if one or more of its members
should neglect, refuse or fail to keep and perform the terms, conditions and
agreements herein and in his membership agreement contained, as to such marketing,
for which reason it is agreed by and between each of the members of the association, including any persons becoming members and accepting these By-Laws; that
if any member shall refuse, neglect or fail to market his fish or fish products
through the facilities and in the manner provided by the association and in
accordance with the terms of the said membership agreement, such member may, at
the option of the association, be required to pay to the association the sum of
$1,000 as liquidated damages upon demand by the association, through its Board of
Directors, such member shall pay said amount, provided, hov/ever, that the association shall have the option to commence a suit for actual damages suffered in
excess of $1,000 in lieu of said liquidated damages.
20
10. Withdrawal and suspension of membership privileges: The rights of a member
to the association shall be automatically temporarily suspended when he ceases to
be eligible for membership in the association as provided in the By-Laws, and in
the Membership Agreement; a member who is to be temporarily disqualified may apply
to the Board for permission to withdraw; and a member may apply to the Board for
permission outside the association area, or to do other than trawl or drag-fishing within the association area, provided, however, that such member shall not
have any right to demand an appraisement of his property rights in the association at the time of such withdrawal. "Area outside the association" shall mean
an area where the association cannot furnish a market for the produce of the
member.
11. Expulsion of Member: Any member who willfully or without cause disregards
and fails to perform all of the conditions of membership and all provisions and
promises may be expelled by two-thirds (2/3) vote of the Board of Directors of
the association at a regular or special meeting of the Board, or by two-thirds
(2/3) vote of all of the members of the association present and entitled to vote
at a regularly called membership meeting; such member shall not be entitled to
a division or share or interest in the property or good will of the association
except to the extent otherwise specifically provided in the By-Laws. Such
forfeiture of interest shall be a penalty for the breach of his agreement with
the other members and with the association.
ARTICLE XVI
Proxies and Mail Votina
Members shall not be permitted to vote at any meeting by proxy or mail whether
in writing or otherwise.
ARTICLE XVII
Picketing Prohibited
Neither the members nor the association shall have the right to picket or use
other coercive force against a non-member fisherman or against non-cooperating
dealers or for any reason whatsoever; any member of this association who shall
use such tactics in the name of the association shall have violated the terms of
his agreement as stated in these By-Laws and such violation shall be cause for
the expulsion of the said member and to a forfeiture of all his property rights
and interest in the property and good will of this association.
ARTICLE XVIII
Amendments
The By-Laws may be altered, amended, repealed and any new By-Law adopted in any
annual meeting of the members of this association, or at any special meeting
called for that purpose, by a vote at least equal to a majority of the number of
votes entitled to be cast at the meeting, provided, however, that notice to the
members of an intent to propose an amendment or change to the By-Laws without any
requirement to set forth the actual content of the proposed amendment or change,
shall be given in writing at least ten days in advance of the meeting at which
such amendment shall be proposed. Such notice shall be deemed given when
deposited in the United States mail addressed to the member at his address as it
appears in the records of the association. The written assent of at least as
many members as equals a majority of the votes entitled to be cast as of the
21
time in question, is effectual to repeal, change, or amend any By-Law or to
adopt any additional By-Law, provided, however, that such written assent shall
set forth the entire wording of the proposed adoption, amendment, or change.
A Non-Capital Stock Bargaining and Promotion Association
BY LAWS
of the Marine Life Marketing Association, Inc., which is hereinafter referred to
as "Association."
ARTICLE I
Purposes
Section 1.
The purposes for which this association is formed are as set forth in
its articles of incorporation.
ARTICLE II
Membership
Section 1.
Membership in this association shall be confined to individuals
presently or about to be actively engaged in producing, catching, or
harvesting fish or aquatic products.
Section 2.
Each individual desiring membership in the association shall present
a signed application for membership in form as prepared and submitted
by the association, and admission to membership in the association
shall require the unanimous approval of a quorum of the Board of
Directors, provided that in the event of a negative vote on the Board
of Directors, the application for membership may, upon request by any
member of the Board, be submitted for acceptance or rejection to the
entire membership of the association, and admission shall be granted
22
upon a favorable vote by a majority of those participating in the
vote. It shall not be necessary to hold a special membership meeting
for such referral of application, but the required vote may be
obtained by ballot as provided in Article III, Section 6, to be
canvassed at headquarters 15 days after mailing.
Section 3.
Each member shall sign a proper pledge before receiving his certificate or card of membership.
Section 4.
All members agree to abide by all the rules and regulations, resolutions and by-laws of the association with reference to the production,
handling and marketing of their product, as provided by these by-laws,
or as may be hereafter determined either by amendment to these by-laws
or by resolution of the Board of Directors of the association. All
members will sign a membership agreement in terms substantially
similar to that made between this association and any of its other
members, a copy of which membership agreement as proposed is referred
to hereby and made a part hereof as if set out in full herein; and
all members shall be bound by all the terms thereof or as amended by
the directors from time to time, provided nothing contained in these
by-laws or any membership agreement shall prohibit any member from
marketing his product or products to a wholesaler or retailer or
consumer of fresh aquatic products at a price or consideration
greater than stated in any proposed or existing marketing agreements
of this association; nor shall any member be prohibited from
processing or participating in the processing of his product or
products for receiving an additional profit; nor shall any member be
prohibited from entering into any co-ooerative or profit sharing
venture for processing and/or marketing of the processed product if
the bona fide intent of such a venture is to obtain a greater price
or consideration for the product or products than stated in proposed
or existing marketing agreements of the Association; provide further
that such co-operative or profit sharing ventures shall not be taken
until after the annual price settlement.
Section 5.
This association shall issue a certificate of membership to each
member who has paid his membership dues and who has signed his
membership agreement, in such form as may be provided by the Board of
Directors, but said membership shall not, nor shall said certificates
thereof, be assigned by said member to any other person, nor shall
the purchaser at execution sale or any other person who may succeed
by operation of law or othemise to the property rights of a member,
be entitled to membership or to become a member of the association by
virtue of such transfer.
Section 6.
Each member shall have one vote and one vote only, and voting power of
each member of the association shall be equal to the voting power of
each and every other member of the association, provided that only
one proxy may be voted by any membership in addition to his own vote.
Section 7.
The Board of Directors of this association shall have the power to
establish and revise and amend from time to time rules and regulations
by which each member shall be governed with reference to the delivery
and sale of their products; to secure a proper grading and standard
23
of quality and market which will best effect the interest of the
members of the association as a whole.
Section 8.
Every person shall pay to the association at the time of his admission
and annually as of June 1 each calendar year thereafter, a membership
fee of $50.00 per year. The administration and use of the membership
fees shall be under the direction and control of the Board of Directors, and shall be devoted to the necessary expenses of its functions;
provided, however, that the amount of the annual dues may be from time
to time modified or altered as required to fulfill this purpose, and
that general assessments, if required may be levied on a per capita
basis by the directors to meet any deficit incurred in connection with
such functions and performance, conditioned, however, that any such
dues, modification or assessment shall be submitted to the general
membership within ten days after the same shall be adopted, for
ratification or rejection.
Section 9.
Provision for liquidated damages: Each member has agreed to market
all fish caught by him or fish products produced by him in accordance
with the provisions of the membership agreement referred to in the
By-Laws. Each member admits that it would be extremely difficult and
impracticable to fix the amount of damages which the association or
its members would suffer if one or more of its members should neglect,
refuse or fail to keep and perform the terms, conditions and agreements herein and in his membership agreement contained, as to such
marketing for which reason it is agreed by and between each of the
members of the association, including any persons becoming members
and accepting these By-Laws; that if any members shall refuse,
neglect or fail to market his fish or fish products through the
facilities and in the manner provided by the association and in
accordance with the terms of the said membership agreement such
member may, at the option of the association, be required to pay to
the association the sum of $1,000.00 as liquidated damages upon demand
by the association, through its board of directors, such member shall
pay said amount, provided however, that the association shall have
the option to commence a suit for actual damages suffered in lieu of
said liquidated damages.
Section 10. Withdrawal and suspension of membership privileges: The rights of a
member of the association shall be automatically temporarily suspended when he ceases to be eligible for membership in the Membership
Agreement; a member who is temporarily disqualified may apply to the
board for permission to withdraw; and a member may apply to the board
for permission to fish outside the association area, or to fish
otherwise than as agreed upon, namely, as a troll, line, pot, net or
crab fisherman, within the association area, provided, however, that
such member shall not have any right to demand an appraisement of his
property rights in the association at the time of such withdrawal.
"Area outside the association" shall mean an area where the association cannot furnish a market for the produce of the member.
Section 11. Expulsion of member: Any member who wilfully and without cause,
disregards and fails to perform all of the conditions of membership
and all provisions and promises may be expelled by a two-thirds (2/3)
24
vote of the Board of Directors of the association at a regular meeting of the Board or by two-thirds (2/3) vote of all the members of
the association present at a regularly called membership meeting;
such member shall not be entitled to a division or share or interest
in the property or the good will of the association. Such forfeiture
of interest shall be a penalty for the breach of his agreement with
the other members and with the association, but shall not be a substitute for, nor a wai.ver of the rights of the association under the
paragraph of liquidated damages.
ARTICLE III
Fiscal Year and Meetings
Section 1.
The fiscal year of this association shall be June 1st to May 31st.
Section 2.
The annual meeting of the members of this association shall be held
at the principal place of business of the association in Fishmarket,
at 2:00 p.m. on the third Friday of April of each year. Regular
meetings of the membership shall be held and convened the 1st and 3rd
Sunday of each calendar month October through April at the principal
place of business of the association in Fishmarket.
Section 3.
Special meetings of the members of the association may be held at any
time pursuant to a resolution of the Board of Directors, or upon
written petition to the President by any 15 members other than
directors. Notice of every special meeting shall specify the time,
place or object or objects thereof, and no business other than that
specified in the notice shall be considered at such meetings.
Section 4.
Written or printed notice of every special meeting of the membership
stating the time, place and object thereof, shall be given to each
member by mail at least thirty (30) days prior to such meeting, or in
the discretion of the Board of Directors such notice may be published
in a newspaper of general circulation published at the principal place
of business of the Association.
Section 5.
Fifteen (15) members of the association shall constitute a quorum for
the transaction of business at any meeting provided, that at least 10
shall not be directors.
Section 6.
Election to the Board of Directors shall be effected only by uniformly
distributed mail ballots, returnable to the address designated in the
ballot, not to exceed thirty (30) days after distribution.
Section 7.
The order of business at all regular meetings shall be:
(1) Roll call
(2) Proof of due notice of meeting
(3) Reading and disposal of minutes
(4) Annual reports of officials and committees
(5) Unfinished business, including other reports
(6) Installation of directors
(7) New business
(8) Adjournment
25
ARTICLE IV
Board of Directors
Section 1.
The business and affairs of this Association shall be managed, conducted and controlled by a board of 15 directors, who shall be members
of this Association, and who shall be nominated at the first regular
meeting of the membership in NOVEMBER, and elected by mail ballot as
provided, prior to January 1 of the following year.
Section 2.
The first Board of Directors, as designed in the Articles of Incorporation, shall hold office until the first annual meeting of members or
until their successors are elected and qualified. Directors thereafter shall be elected annually. Designations and appointments
hereunder shall require ratification of the general membership, at a
regular meeting or at a special meeting called for that purpose.
Section 3.
The annual meeting of the Board of Directors shall be held previous
to the annual membership meeting. Each Board of Directors shall meet
within ten (10) days after the annual meeting of the members, for the
purpose of electing officers for the ensuing year, and transacting
any other business that shall be proper at such meetings. The Board
of Directors shall meet regularly on the 1st Sunday in January, April,
and November of each year at the office of the association. Special
meetings of the Board of Directors shall be held whenever called by
the president or upon written request of three members of the Board
of Directors, addressed to the Secretary, and the president who shall
call such meetings to be held within fifteen (15) days from the date
of receipt of such request by the Secretary.
Section 4.
A majority of the directors shall constitute a quorum for the transaction of business at any meeting.
Section 5.
The directors shall receive no compensation for their services.
Section 6.
Any director may be removed from office for cause by vote of not less
than two-thirds of the members present at any annual meeting or at
any special meeting called for that purpose, at which a quorum of
members must be present. Such director shall be informed in writing
of the charges preferred against him at least ten (10) days before
such meeting and at such meeting shall have an opportunity to nresent
witnesses and be heard in person or by counsel in regard thereto.
ARTICLE V
Duties of Directors
Section 1.
Management of business. -- The Board of Directors shall have general
supervision and control of the business and the affairs of the association and shall make all rules and regulations not inconsistent with
law or with these by-laws for the management of the business and the
guidance of the officers, employees, and agents of the association.
The Board shall have installed an accounting system which shall be
adequate to the requirements of the business and to the interest of
the members therein, and it shall be the duty of the Board to require
proper records to be kept of all business transactions.
26
Section 2.
Bonds and insurance. -- The Board of Directors shall require officers,
agents, and employees charged by the association with responsibility
for the custody of any of its funds, or property, or the funds or
property of others entrusted to it, to give adequate bonds. Such
bonds shall be secured from a responsible bonding company and approved
by the Board of Directors, and the cost thereof shall be paid by the
association.
Section 3.
Audits. -- At least once in each year the Board of Directors shall
secure the services of a competent and disinterested public auditor
or accountant, or appoint and designate a committee, who shall make a
careful audit of the books and accounts of the association and render
a report in writing thereon, which report shall be submitted to the
members of the association at their annual meeting. This report
shall include at least (1) a balance sheet showing the true assets
and liabilities of the association; (2) an operating statement for
the fiscal period under review which shall show the cost of, and
income from sales and gross income, or loss, from each of the commodities handled during the period; and (3) an itemized statement of all
expenses for the period under review.
Section 4.
Marketing agreements. -- The Board of Directors shall have the power
to carry out the marketing agreements of the association with its
producer-members in every way advantageous to the association
representing the producers collectively.
Section 5.
Depository. -- The Board of Directors shall have the power to select
one or more banks to act as depositories of the funds of the association and to determine the manner of receiving, depositing and disbursing the funds cf the association and the form of checks and the
person or persons by whom same shall be signed, with the power to
change such banks and the person or persons signing such checks and
the form thereof at will.
Section 6.
All marketing agreements and any statement, position, or subscription
by the association on a matter of general public interest or policy
shall require the ratification of the general membership, at a regular
meeting or at a special meeting called for that purpose; provided
however, that any statement, position, or subscription by the association on a matter of general public interest will be considered only
after a meeting notice, stating the proposed action, has been mailed
at least 15 days prior, to every member in good standing, who does
not reside at the principal place of business of the association;
further provided, that any existing or proposed statements, position
or subscription by the Association that is or may be discriminatory
to any member or group of members of the Association will be deemed
contrary of the intent and purpose of the Association and will be
deemed out of order; further provided that any member in good
standing, who so desires, may transmit his vote in absentia on any
proposed statement, position or subscription by the Association prior
to the meeting at which the proposed statement, position or subscription will be considered.
27
ARTICLE VI
Committees
Section 1.
The Board of Directors may appoint such other committees as it deems
advisable, fix their compensation, and delegate to them such powers
as it deems proper, subject to ratification of the general membershif
at a regular meeting or at a special meeting called for that purpose.
ARTICLE VII
Officers
Section 1,
Within ten (10) days after each annual election the directors shall
elect a president, 5>vice-presidents, a secretary, and a treasurer.
The two last named officers may be combined and the officer filling
such position shall be designated secretary-treasurer who shall not
be a director and need not be a member of the association, who shall
hold office until the election and qualification of his successor
unless earlier removed by death, resignation, or cause.
ARTICLE VIII
Duties of Officers
Section 1,
The president shall (1) preside at all meetings of members and of the
Board of Directors; (2) call special meetings of the association and
of the Board of Directors; (3) perform all acts and duties usually
performed by an executive and presiding officer; and (4) sign all
certificates of stock and such other duties as may be authorized or
directed by the membershio of directors.
Section 2.
A vice-president shall perform all the duties of the president in
case of the absence or disability of the latter to serve. In case
both the president and vice-presidents are unable to perform their
duties, or are absent, the members, stockholders or directors, as the
case may be, may appoint a president pro tempore.
Section 3.
The secretary shall keep the minutes of all the proceedings of the
members, stockholders and directors, which shall be attested by him.
He shall keep such books as may be required by the Board of Directors
and shall have charge of the seal and stock books of the association.
He shall issue and attest all certificates of stock and shall
generally perform such duties as may be required of him by the
members, stockholders, and directors.
Section 4.
The treasurer shall perform such duties relating to the finances,
accounts, and property of the association as may be prescribed by the
Board of Directors. He shall keep such financial accounts as may be
required of him and shall generally perform such duties as may be
required of him by the common stockholders, members, and directors.
On the expiration of his term of office, he shall turn over to his
successor or to the Board of Directors all property, books, papers,
and money of the association in his hands.
Section 5.
Assistant secretaries and assistant treasurers shall perform such
duties as shall be delegated to them by the secretary, treasurer and
28
the Board of Directors.
Section 6.
All checks, demands for money, notes, deeds, mortgages, deeds of
trust, or any other form of instrument, obligation, and/or evidence
of indebtedness of the association shall be signed in its behalf by
such officer or officers or such other person or persons as the
Board of Directors may from time to time authorize to do so.
ARTICLE IX
Miscellaneous
Section 1.
No member of this association shall be personally liable for any
indebtedness or financial obligation of this association.
Section 2.
After adoption, a copy of these by-laws, preceded by a copy of the
Articles of Incorporation, shall be furnished to each herein, such
copies to be printed pamphlet or mimeographed form.
Section 3.
The corporate seal of this association shall be circular in form and
shall have inscribed thereon the name of the association and the
year in which it is incorporated.
A Non Capital Stock Seafood Marketing
and Supply Selling Association
BY LAWS
Of the Fun City Fishermen's Cooperative Association in Fun City, which is hereinafter referred to as "Association".
ARTICLE I
Purposes
Section 1,
The purposes for which this Association is formed are as set forth in
its Articles of Incorporation.
ARTICLE II
Membership
Section 1
Membership in this Association shall be obtained by signing the
application form and by approval of the Board of Directors.
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ARTICLE III
Preference for Members
51 percent of all business if possible more shall be done with the members of the
Association.
ARTICLE IV
Fiscal Year and Meetings
Section 1.
The fiscal year of this Association shall commence on the third day
of April.
Section 2.
The annual meeting of the members of this Association shall be held
at Fun City, at 1:00 PM on the first Monday in April in each year if
not a legal holiday or if a legal holiday on the next business day
following.
Section 3.
Special meetings of the members of this Association may be held at
any time pursuant to a resolution of the Board of Directors, or upon
written petition to the president by ten percent (10%) of the members.
Notice of every special meeting shall specify the time, place and
object or objects thereof, and no business other than that specified
in the notice shall be considered at any such meeting.
Section 4.
Written or printed notice of every regular or special meeting of the
members shall state the time and place, and in case of special meetings, the objects thereof and shall be given to each member appearing
on the books. Telephone or oral notice is permitted.
Section 5.
Twenty percent of the members of the Association shall constitute a
quorum for the transaction of business at any meeting, provided that
not less than five members shall be required to constitute such
quorum.
Section 6.
In all membership meetings each member shall have only one vote
irrespective of the number of boats he has. Voting by proxy shall
be allowed, provided that setting for the proposition to be voted on
shall be mailed to each member at least five days before the meeting
at which such vote is to be taken, and provided that the notice shall
be returned to the secretary of the Association, together with the
vote of the member thereon.
Section 7.
The order of business at all regular meetings shall be:
(1) Roll call.
(2) Proof of due notice of meeting.
(3) Reading and disposal of minutes.
(4) Annual reports of officials and committees.
(5) Unfinished business, including other reports.
(6) Election of directors.
(7) New business.
(8) Adjournment.
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ARTICLE V
Board of Directors
Section 1.
The business and affairs of this Association shall be managed,
conducted, and controlled by a Board of at least three directors who
are members of this Association and who shall be nominated and elected at the annual meeting of the membership. The membership may
determine the number of directors over and above three. If not
otherwise determined by the membership the election period is three
years.
Section 2.
The Board of Directors determines itself how it shall conduct its
business.
Section 3.
The majority of the directors shall constitute a quorum for the
transaction of business at any meeting.
Section 4.
The directors shall receive no compensation for their services other
than reimbursement for actual expenses incurred by them in attending
meetings or on other official and authorized business of the Board
of Directors, and a per diem of $8 for each day traveling to, from
and while in attendance at such meetings, provided that this shall
not exceed three days for any one meeting.
ARTICLE VI
Duties of Directors
Section 1.
Management of Business - The Board of Directors shall have general
supervision and control of the business and the affairs of the
Association and shall make all rules and regulations not inconsistent
with law or with these by-laws for the management of the business and
guidance of the officers, employees, and agents of Association. The
Board shall have installed an accounting system which shall be
adequate, to the requirements of the business and to the interest of
the members therein, and it shall be the duty of the Board to
require proper records to be kept of all business transactions.
Section 2.
Employment of Manager - The Board of Directors shall have power to
employ or to authorize the employment of a manager and such other
employees that may be deemed necessary, and to fix their compensation.
The manager shall have charge of the business of the Association
under the direction of the Board of Directors. Instead of a manager
the Board of Directors may use the services of a contractor.
Section 3.
Audits - At least once in each year the Board of Directors shall
secure the services of a competent and disinterested public auditor
or accountant, who shall make a careful audit of the books and
accounts of the Association and render a report in writing thereon,
which report shall be submitted to the members of the Association at
the annual meeting. This report shall include at least (1) a
balance sheet showing the true assets and liabilities of the Association; (2) an operating statement for the fiscal period under review
which shall show the cost of and income from sales and the gross
income or loss from each of the commodities handled during the period;
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(3) and itemized statement of all expenses for the period under
review.
Section 5.
Marketing Agreements - The Board of Directors shall have the power to
carry out the marketing agreements of the Association with its
producer-members in every way advantageous to the Association
representing the producers collectively.
Section 6.
Depository - The Board of Directors shall have the power to select
one or more banks to act as depositories of the funds of the Association and to determine the manner of receiving, depositing and
disbursing the funds of the Association and the form of checks and
the person or persons by whom same shall be signed, with the power to
change such banks and the person or persons signing such checks and
the form thereof at will.
ARTICLE VII
Commi ttees
Section 1.
The Board of Directors may elect from their number an executive
committee of three members, one of whom shall be the president, which
shall exercise all the powers of the Board of Directors when the
Board is not in session; provided that if any dissension or disagreement shall arise at any meeting of the executive committee, any
member by notice at such meeting or by a notice in writing mailed to
the secretary may appeal the matter in controversy to the Board of
Di rectors.
Section 2.
The Board of Directors may appoint such other committees as it deems
advisable, fix their compensation and delegate to them such powers
as it deems proper.
ARTICLE VIII
Officers
Section 1.
Within 10 days after each annual election, the directors shall elect
from their own number a president, a vice-president, and secretarytreasurer.
ARTICLE IX
Duties of Officers
Section 1.
The President shall (1) preside at all meetings of members and of the
Board of Directors and the Executive committee, (2) call special
meetings of the Association and of the Board of Directors, (3) perform all acts and duties usually performed by an executive and presiding officer.
Section 2.
The Vice-President shall perform all the duties of the President in
case of absence or disability of the latter to serve.
Section 3.
The Secretary-Treasurer shall keep the minutes of all the proceedings
of the members, directors, and shall have charge of all books of the
corporation.
32
Section 4.
The Secretary-Treasurer shall perform such duties relating to the
finances, accounts and property of the Association as may be prescribed by the Board of Directors.
Section 5.
All checks and notes, any other form of instrument, or any obligation
of the Association should be signed by such person as the Board of
Directors from time to time authorize to do so.
ARTICLE X
Operation and Management
4
Section 1.
The Board of Directors or executive committee shall fix in advance
reasonable and uniform rates of charges, deductions, and retains to be
made from proceeds of sales and purchases made by and through the
Association, on account of any of its services or activities in
relation to members or patrons or their products and for the purpose
of making the same, may classify the products handled, the purchases
to be made, the services to be rendered in any reasonable manner.
In computing prices paid to members, freight and other charges, and
costs and expenses, the directors may allow differentials based upon
actual differences entering into the cost of production or distribution or transportation.
Section 2.
This Association shall function for the mutual benefit of its
members.
(1) During the year or the closing of the year the Board of Directors
may set aside any net earnings or other funds received by the Association for its use for distribution or for reserve funds
Any reserve
funds set aside shall be apportioned on the books of the Association
on a patronage basis and be credited to the various members of the
Association in proportion to the amount of business done with each
member during the year. In the same way distribution of earnings has
to be done in proportion to the amount of business done with each
member.
(2) At the end of each year, as far as profits are not distributed
or set aside the remaining profits and earnings have to be distributed
on a patronage basis in proportion to the amount of business each
contributed to the Association during the year.
ARTICLE XI
Miscellaneous
Section 1.
No member of the Association shall be personally liable for any
indebtedness or financial obligation of this Association.
Section 2.
It shall be a policy of this Association to cooperate with and assist
other fishermen's cooperatives as defined by an act of congress
approved June 25, 1934, entitled "An Act Authorizing Associations of
Producers of Aquatic Products".
ARTICLE XII
Arendrents
Section 1.
These by-laws may be altered or amended at any regular or special
33
meeting by simple majority vote.
Sample Marketing Agreements
Marketing agreements may be used to bind the cooperative members in selling their
seafood to the cooperative, to bind the cooperative in marketing to some third
party (a processor, distributor, or retailer), to bind the members in buying
supplies from the cooperative or to bind the cooperative in obtaining supplies
from some third party. Cooperative-membership agreements can be incorporated in
the by-laws so that a member automatically agrees to sell to or buy from the
cooperative when he joins the cooperative and abides by the by-laws.
Effective marketing agreements make it more feasible for the cooperative to plan
its annual operation, capital requirements and growth. The fishery cooperative
which attempts to operate without some marketing agreement with its members foregoes many of the advantages of cooperative organization.
Marketing agreements between the cooperative and its members are the most common
type of agreement. This agreement may require that the fisherman sell 100 percent of his catch, a predetermined volume of seafood, or 100 percent of one or
mere types and quality of fish to the cooperative. The "percent of catch"
agreement is more desirable in that it doesn't force the member to buy seafood
himself to satisfy a fixed volume requirement in a poor fishing season.
Marketing agreements between the cooperative and a processor, distributor,or
retailer will reduce some of the marketing risk (guaranteed prices and volumes),
but the cooperative gives up the chance of greater profit if prices are exceptionally high.
Agreements between a supply cooperative and its members are much less common and
very difficult to enforce. This type of agreement may work for major supply
34
items such as nets, crab pots, fuel, etc. Agreements between the supply cooperative and its suppliers are often required by the supplier and may be quite
beneficial to the cooperative.
Any agreement must be enforced and agreements that extend for more than one season
add stability to the cooperative.
Following is a sample membership agreement between a marketing cooperative and a
member, and a sample marketing agreement between a marketing cooperative and a
dealer. Again, only the names of the cooperatives have been altered.
MEMBERSHIP MARKETING AGREEMENT
This marketing contract and membership agreement made this day by and between
Fishermen's Marketing Association of Sailor City, Incorporated, existing pursuant
to "The Fish Marketing Act" and following, sometimes hereafter referred to as the
Association, and
, sometimes hereafter referred to
as Member, WITNESSETH:
1. This marketing contract and membership agreement will continue for a maximum
period of 15 years and during the life of member, while he is a member, unless
previously terminated as provided in the articles of incorporation or bylaws of
the association, or as herein provided. This contract and agreement may be
terminated by either party hereto, by written notice to the other party given on
or after November 15 but on or before December 15 of each year but not otherwise.
Written notice may be personally served or mailed, postage prepaid to the address
herein indicated, and if mailed will be mailed certified mail. If mailed,notice
will be deemed given on the date of mailing.
2. The member hereby designates and constitutes the association his sole and
exclusive agent for the purpose of handling and marketing fish and fish products
produced by member and handled by the association of this and other members, and
member agrees to sell all of such fish and fish products exclusively to or
through the association or any facility to be created by the association. Without limiting the generality of the preceding, it is specifically agreed by the
member that he will deliver no fish or fish products of the type handled by the
association to any buyer when requested by the association not to deliver any
such fish or fish products, provided that the request to withhold delivery applies
to all members of the association. Again, without limiting the generality of the
preceding and merely as an example, it is known that quite possibly such requests
for withholding deliveries will be issued during periods of price negotiations.
The association hereby agrees to market all of the fish and fish products of
35
member in such manner as shall seem to be the best advantage of all persons
signing this and similar agreements, all to extent reasonably possible and
consistent with this agreement.
3. Without limiting the generality of paragraph 2 hereof, but to cover in
detail a specific area, member agrees that the price for all fish and fish
products handled by the association will be determined by the association in
negotiations with the buyers and member will strictly comply with said established price list, provided this price list applies to all members. Member will not
sell below the established price directly or indirectly.
4. Member will not knowingly and intentionally deliver any fish or fish products
without receiving payment therefor at the established price, if an established
price is payable.
5. Member will honor all limits established by the buyer concerned provided
such limit is properly imposed by the buyer in accordance with the general
contract between the buyer concerned and the association. Member acknowledges
that he has been informed that this provision is a major and material provision
in this marketing contract and membership agreement, and that for the breach
thereof he is liable to pay liquidated damages as herein provided, as for the
breach of this or any other covenant in this contract and agreement.
6. Member acknowledges that he knows that the association negotiates and executes general contracts with fish buyers covering not only the matter of price
but also such matters as limits and methods and procedures concerning the
receiving of fish deliveries, weighing, payment, and other appropriate provisions. Member agrees that he will comply with all of the terms of any such
agreement as applies to the buyer to whom he is delivering, insofar as the
member is concerned. The association shall have the right to determine to what
buyer or buyers the fish of its general membership will be sold and fish and
fishery products of the type handled by association will not be sold by a
member to any other buyer or buyers, except by prior agreement with the association. It is understood that member will secure his own market but only from
amongst the dealers with which association has contracts. Member agrees that all
sales and all procedures in connection with sales, will be in strict conformity
with this marketing contract and membership agreement and the contract between
the association and the fish buyer concerned. It is agreed that, if because of
weather or breakdown, member finds it impossible to make delivery as herein
contemplated, then the member may deliver to the nearest port and at the prices
there prevailing.
7. Without limiting the generality of the provisions of this marketing contract
and membership agreement, but only to cover a specific area, member specifically
requests and authorizes the association to collect directly from the fish buyer
and from the proceeds of the sale of fish and fish products, the standard charge
of association to members in connection with the sale of said fish and fish
products. The dealer concerned is requested and authorized to pay such charges
directly to the association from the proceeds of fish sales and member hereby
releases and discharges any dealer from any claims or damages by reason of such
payment.
8. In the event the association reasonably decides to assert a claim against
any fish buyer or any other person or organization, whether on behalf of the
36
association, the member signing this contract and agreement, or any other member,
member agrees that he will cooperate in the prosecution of any such claim to all
reasonable extent, including but not limited to the assigning of any claim or the
joining as plaintiff in the assertion of any claim, realizing that the association
does intend to insist in strict compliance with its contracts, as for example,
the contracts with the fish buyers.
9. The parties hereto declare that they fully understand and admit that it will
be impractical or extremely difficult to fix the actual damages to the association and the membership generally, which would result from the breach of this
marketing contract and membership agreement by the member who is a party to this
particular contract. It is therefore expressly agreed that in the event of the
failure of member to perform in full any provision of this agreement, the member
shall, at the option of the association, be obligated to pay to the association
the sum of $1,000 for breach of this agreement as liquidated damages and indefault of payment thereof to the association upon demand, the association may
bring suit in any court of competent jurisdiction to collect such liquidated
damages. This provision for liquidated damages will not prevent the association
from bringing suit for actual damages in excess of the amount of $1,000 if such
actual damages are known and can be proven. In any suit, whether for liquidated
damages or otherwise, the member if he is found to be indefault agrees to pay to
the association a reasonable sum for association's attorney fees plus the costs
and expenses of association in connection with such suit.
10. This marketing contract and membership agreement is made in furtherance of
the general operations of association and is subject to the articles of incorporation and bylaws of the association as now existing and as hereafter amended.
This agreement is specifically subject to amendment by the board of directors of
the association provided such amendment applies to all marketing contracts and
membership agreements of the association. Member hereby specifically agrees to
be bound by the articles of incorporation and bylaws of the association now
existing and as hereafter amended and also by any amendment to the general
marketing contract and membership agreement of the association by the board of
directors, without any further signature or consent by member and without any
prior notice to member, except as required generally in the articles of incorporation and bylaws concerning notice to and affirmative vote to and by the membership as a whole. Member agrees that the bylaws of the association as of this
time are those mailed to all members after the annual meeting in December, 1966,
and agrees to be bound by them, as amended. It is known that new members will
possibly be accepted after the date of this agreement and that such members will
be signing similar agreements in this form as it may be amended, but such
introduction of new members and signing of new agreements, will not require any
notice to or signature by member.
11. This marketing contract and membership agreement is binding upon the parties
hereto, their personal representatives, successors, and assigns.
DONE IN FUN CITY, this
day of
FISHERMEN'S MARKETING ASSOCIATION
OF FUN CITY, INCORPORATED
MEMBER
By
Address
37
, 19
.
Marketing Agreement Between a Cooperative and A Dealer
AGREEMENT
THIS AGREEMENT, made and entered into this
by and between
convenience called "Association" and
for convenience called "Dealer".
day of
, 19
hereinafter for
hereinafter
WITNESSETH:
WHEREAS, Association consists of a marketing association of vessel owners and
captains fishing on the Pacific Ocean and waters adjacent thereto, and
WHEREAS, the Dealer is involved in the processing, canning, marketing and distributing of fish and fish products, and
WHEREAS, The Dealer recognizes that the Association has the exclusive authority
to market the fish of its members,
NOW THEREFORE, in consideration of the mutual promises of the parties herein
contained, it is agreed as follows:
1. Dealer agrees to buy from the Association all the bottom fish Dealer may
require during the period covered by this agreement, and Association agrees to
furnish all such requirements of Dealer during said period insofar as the Association can supply said requirements. The Dealer agrees to contact the Association
prior to hiring a vessel, owner, or captain, to determine whether or not such
vessel, owner, or captain is a member of the Association. The price to be paid
shall be set forth in Schedule "A" hereto attached and by reference made a part
hereof. Association agrees that all fish furnished shall be of good merchantable
condition.
2. Dealer agrees to recognize and does recognize that the Association has the
exclusive authority to market the product of its members and Dealer agrees not to
interfere in any manner or form with the performance of the obligations the
member owes the Association, whether such duties be owing by virtue of the
Membership Agreement, or by the By-Laws of the Association.
3. Dealer agrees to pay for the fish purchased from Association members as
follows:
(a) All payments to be made on delivery of fish, by check made payable to
the Boat and Owners from which the Dealer accepts delivery of the fish;
(b) The aforesaid check shall be accompanied by a tally sheet, in duplicate,
and a state department of fisheries fish receiving ticket, giving the
following information:
(1) The date and amount of the delivery.
(2) The variety and species of fish delivered, the pounds of each
variety and species, and the price.
4. All containers used in the weighing of fish shall be weighed and the Dealer's
scales shall be balanced at the time unloading commences and at the beginning of
38
each day thereafter, or at any time requested by a dealer or a skipper. There
shall be present at such times, a representative of the skipper and dealer.
(Each weighing container shall be marked in three-inch letters as to its weight.
All containers shall be equal in weight.)
5. Dealer agrees to permit and Association agrees to furnish a checker who shall
check the weights of all buggies of each delivery of fish to the Dealer; Dealer
agrees not to hamper or impede said activities of said checker in any of his
operations and Association agrees that the activities of the checker shall not
unnecessarily impede or slow down the work of the Dealer or his agents or
employees. Said checker shall perform no labor for the Dealer in the unloading
of the fish.
6. The Dealer agrees to furnish to the Association market orders sufficiently
in advance of the requirements of the Dealer to allow a reasonable time for the
Association to obtain such fish from its members for the Dealer, and in such
manner and times as will allow the Association a reasonable opportunity to
instruct its members when and where to make delivery and the species to be delivered upon the market order.
7. Disputes arising under this agreement shall be received by means other than
arbitration.
8. There shall be no limits imposed by Dealer respecting the catch of member
boats unless specified in writing and delivered to the Association and skipper
before departure. If the Dealer raises its limits after a boat leaves port,
notice shall also be given to the Association. In no case shall any limit be
lowered after a boat leaves port.
9. Dealer shall commence unloading each boat within twenty-four (24) hours
after arrival, but no unloading shall be required on Saturday, Sunday, or any
legal holiday, excepting where unloading has been commenced the day prior to a
Saturday, Sunday, or legal holiday it shall continue uninterrupted during said
days until all fish are discharged. If at the close of any work day, which shall
be considered 5:00 o'clock p.m., there are less than 10,000 pounds remaining on
the boat, unloading shall continue on the same day until completed. Upon
failure to unload as herein required, through no fault of the skipper or crew,
the Dealer shall be responsible for any resulting spoilage or deterioration.
10. All fish shall be weighed to the pound. No deduction of any kind shall be
allowed from the prices listed on Schedule "A". Fish shall not be picked by
hand or with hand picks. Perch shall be unloaded with forks, other fish with
fish peughs.
11. It is agreed that the market orders hereinabove referred to shall be and
become a part of this Agreement and supplementary to this Agreement.
12. This shall be a continuing agreement, including Schedule attached. Any of
its terms, including the price list attached as Schedule "A" shall be subject to
re-negotiation after December 24 of any calendar year, but only if the procedure
for re-negotiation herein prescribed is followed. If either party desires to
re-negotiate, they may do so by giving not less than thirty (30) days written
notice prior to December 24, of the calendar year in question, to the other party
by certified mail, specifying in said written notice the terms of this agreement,
39
which are to be re-negotiated. The terms which are to be the subject matter of
re-negotiation shall be considered cancelled and of no further force and effect
as of December 24 of the year in which timely notice of desire to re-negotiate is
given. Any terms not the subject of re-negotiation pursuant to the procedure
herein specified will be continued and binding, subject only to re-negotiation
effective from December 24th of the following year as herein provided.
13. There shall be no discrimination by Dealer as to any boats of the Association as respects trips, limits, or otherwise.
14.
All notices shall be forwarded to the Addresses shown below.
15. Dealer agrees to deduct from each delivery by association members or member
vessels a charge of two dollars ($2.00) per thousand pounds of fish unloaded on
each trip. This charge shall be deducted from check due vessel before check is
given to vessel. This charge is mandatory and is deemed a part of this agreement
and dealer shall be held responsible for collection. The Association agrees that
it has authority to assess this charge by virtue of Association's vessels
obligation to said Association.
IN WITNESS WHEREOF, we have hereunto set our hands the day and year first above
written.
By
ASSOCIATION
By
DEALER
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Federal Fishery Cooperative Regulations
Although each state has some laws regulating fishery or general cooperatives, the
Fishery Cooperative Marketing Act of 1934 is the broad legal framework within
which all fishery cooperatives must organize and operate.
Any group of fish and shellfish producers, organized and operating in compliance
with its provisions, is considered a fishery cooperative within the meaning of
the Act.
Origin
The Act is patterned after the Capper-Volstead Act, which was approved by
Congress in 1922. It is designed to give fishermen the authority to organize
cooperatives to market aquatic products harvested from their native habitat or
from seed beds and reservoirs prepared by producers.
Purpose
The Capper-Volstead Act and Fishery Cooperative Marketing Act were enacted to
permit farmers of fishermen respectively to unite legally in marketing contract
agreements to sell their products under mutually agreeable conditions. Without
these two Acts, farmers' and fishermen's associations could not have entered
into marketing agreements specifying conditions of sale without violating existing antitrust laws. Fishermen are mostly independent vessel or boat owners who,
without the Act, could not unite to negotiate terms and conditions of sale for
their aquatic products.
Requirements
The Fishery Cooperative Marketing Act does not impose a specific form of operation on groups of fishermen organized under its provisions. Cooperatives may be
incorporated or unincorporated. State Laws, however, may, and usually do,
prescribe specific forms of incorporation for these organizations.
The marketing services that a cooperative may perform for members are not limited
by the Act. Restrictions on price determination functions, however, are imposed
by law or by rules of ethics of good business practice. A cooperative limiting
its activities to price determination functions, without acquiring title of the
landed products, is restricted on how these should be performed. Actions that
monopolize or restrain trade in interstate or foreign commerce by unduly enhancing
aquatic commodity prices are prohibited by the Act.
The National Marine Fisheries Service checks each cooperative for compliance with
the provisions of the Fishery Cooperative Marketing Act. A National Marine
Fisheries Service representative usually visits cooperatives once a year to check
compliance and obtain information on their management, production, and service
activities.
Organizations doing business as cooperatives are required to comply with the
Fishery Cooperative Marketing Act. Under the Act, cooperatives must conform with
both of the following requirements. First, no member of the cooperative is
41
allowed more than one vote, regardless of the number of shares of stock he holds
or his membership capital; or the cooperative may not pay dividends in excess of
eight percent per year on stock or membership capital. Second, the cooperative
may not deal in the products of nonmembers in an amount greater in value than
that handled for members. The first provision contains two requirements.
Cooperatives may comply with either requirement but are not required to comply
with both.
FISHERY COOPERATIVE MARKETING ACT
Authorizing associations of producers of aquatic products.
Be it enacted by the Senate and House of Representatives of the United States of
America in Congress assembled, that persons engaged in the fishery industry, as
fishermen, catching, collecting, or cultivating aquatic products on public or
private beds, may act together in associations, corporate or otherv/ise, with or
without capital stock, in collectively catching, producing, preparing for market,
processing, handling, and marketing in interstate and foreign commerce, such
products of said persons so engaged.
The term "aquatic products" included all commercial products of aquatic life in
both fresh and salt water, as carried on in the several States, the District of
Columbia, the several Territories of the United States, the insular possessions,
or other places under the jurisdiction of the United States.
Such associations may have marketing agencies in common, and such associations
and their members may make the necessary contracts and agreements to effect such
purposes: Provided, however that such associations are operated for the mutual
benefit of the members thereof, and conform to one or both of the following
requirements:
First. That no member of the association is allowed more than one vote
because of the amount of stock or membership capital he may own therein; or
Second. That the association does not pay dividends on stock or membership
capital in excess of 8 per centum per annum.
42
and in any case to the following:
Third. That the association shall not deal in the products of non-members
to an amount greater in value than such as are handled by it for members.
Section 2. That if the Secretary of Commerce shall have reason to believe that
any such association monopolizes or restrains trade in interstate or foreign
commerce to such an extent that the price of any aquatic product is unduly
enhanced by reason thereof, he shall serve upon such association a complaint
stating his charge in that respect, to which complaint shall be attached, or
contained therein, a notice of hearing, specifying a day and place not less than
thirty days after the service thereof, requiring the association to show cause
why an order should not be made directing it to cease and desist from monopolization or restraint of trade. An association so complained of may at the time and
place so fixed show cause why such order should not be entered. The evidence
given on such a hearing shall be taken under such rules and regulations as the
Secretary of Commerce may prescribe, reduced to writing, and made a part of the
record therein. If upon such hearing the Secretary of Commerce shall be of the
opinion that such association monopolizes or restrains trade in interstate or
foreign commerce to such an extent that the price of any aquatic product is
unduly enhanced thereby, he shall issue and cause to be served upon the association an order reciting the facts found by him, directing such association to
cease and desist from monopolization or restraint of trade. On the request of
such association or if such association fails or neglects for thirty days to obey
such order, the Secretary of Commerce shall file in the district court in the
judicial district in which such association has its principal place of business
a certified copy of the order and of all the records in the proceedings together
with a petition asking that the order be enforced and shall give notice to the
Attorney General and to said association of such filing. Such district court
shall thereupon have jurisdiction to enter a decree affirming, modifying, or
setting aside said order, or enter such other decree as the court may deem equitable, and may make rules as to pleadings and proceedings to be had in considering
such order. The place of trial may, for cause or by consent of parties, be
changed as in other causes.
The facts found by the Secretary of Commerce and recited or set forth in said
order shall be prima facie evidence of such facts, but either party may adduce
additional evidence. The Department of Justice shall have charge of the enforcement of such order. After the order is so filed in such district court and while
pending for review therein, the court may issue a temporary writ of injunction
forbidding such association from violating such order or any part thereof. The
court shall, upon conclusion of its hearing, enforce its decree by a permanent
injunction or other appropriate remedy. Service of such complaint and of all
notices may be made upon such association by service upon any officer, or agent
thereof, engaged in carrying on its business, or on any attorney authorized to
appear in such proceeding for such association and such service shall be binding
upon such association, the officers and members thereof.
Approved, June 25, 1934.
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