Kentucky Revised Statutes (Last Updated: May 10, 2014) |
TITLE XXIII. PRIVATE CORPORATIONS AND ASSOCIATIONS |
CHAPTER 271B. BUSINESS CORPORATIONS |
CHAPTER 272A. KENTUCKY UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT |
Subchapter 1. General Provisions |
1-010. Short title. |
1-020. Definitions. |
1-030. Limited cooperative association subject to amendment or repeal of chapter. |
1-040. Nature of limited cooperative association. |
1-050. Purpose and duration of limited cooperative association. |
1-060. Powers. |
1-070. Governing law. |
1-080. Supplemental principles of law. |
1-090. Relation to restraint of trade and antitrust laws. |
1-100. Name. |
1-110. Effect of organic rules. |
1-120. Required information. |
1-130. Dual capacity -- Business transactions of member with limited cooperative association. |
1-140. Registered office and agent. |
Subchapter 2. Filings with the Secretary of State |
2-010. Signing of records delivered for filing to Secretary of State. |
2-020. Signing and filing of records pursuant to judicial order. |
2-030. Liability for inaccurate information in filed record. |
2-040. Annual report for Secretary of State. |
2-050. Filing fees. |
Subchapter 3. Organization |
3-010. Organizers -- Formation of limited cooperative association -- Articles of association. |
3-020. Organization of limited cooperative association. |
3-030. Bylaws. |
Subchapter 4. Amendment of Organic Rules |
4-010. Authority to amend organic rules. |
4-020. Notice and action on amendment of organic rules. |
4-030. Method of voting on amendment of organic rules. |
4-040. Voting by district, class, or voting group. |
4-050. Approval of amendment. |
4-060. Restated articles of association. |
4-070. Amendment or restatement of articles of association -- Filing. |
Subchapter 5. Members |
5-010. Members -- Becoming a member. |
5-020. No power as member to bind association. |
5-030. Liability as member for association's obligations. |
5-040. Right of member to information. |
5-050. Annual meeting of members. |
5-060. Special meeting of members. |
5-070. Notice of members meeting. |
5-080. Waiver of notice. |
5-090. Quorum of members. |
5-100. Voting by patron members -- Determination of voting power of patron member. |
5-110. Voting by investor members. |
5-120. Voting requirements for members. |
5-130. Manner of voting -- Proxies. |
5-140. Action without a meeting. |
5-150. Districts and delegates -- Classes of members. |
Subchapter 6. Member's Interest in Limited Cooperative Association |
6-010. Member's interest. |
6-020. Patron and investor members' interests. |
6-030. Transferability of member's interest. |
6-040. Security interest and set-off. |
6-050. Charging order. |
Subchapter 7. Marketing Contracts |
7-010. Definition of marketing contract. |
7-020. Marketing contracts -- Title and enforcement. |
7-030. Duration of marketing contracts. |
7-040. Remedies for breach of marketing contract. |
Subchapter 8. Board of Directors -- Officers |
8-010. Board of directors. |
8-020. Liability as director for limited cooperative association's obligations. |
8-030. Director qualifications. |
8-040. Election of directors and composition of board. |
8-050. Term of directors. |
8-060. Resignation of director. |
8-070. Removal of director. |
8-080. Suspension of director by board. |
8-090. Vacancy on board. |
8-100. Remuneration of directors. |
8-110. Board meetings. |
8-120. Board action without meeting. |
8-130. Meetings and notice. |
8-140. Waiver of notice of meeting. |
8-150. Quorum. |
8-160. Voting. |
8-170. Committees. |
8-180. Fiduciary standards of directors -- Conflict of interest. |
8-190. Other considerations of directors. |
8-200. Right of director or committee member to information. |
8-210. Appointment and authority of officers. |
8-220. Resignation and removal of officers. |
Subchapter 9. Indemnification |
9-010. Indemnification and advancement. |
Subchapter 10. Contributions, Allocations, and Distributions |
10-010. Member contributions. |
10-020. Contribution and valuation. |
10-030. Contribution agreements. |
10-040. Allocation of profits and losses. |
10-050. Distributions. |
10-060. Redemption or repurchase of distributed property. |
10-070. Limitations on distributions. |
10-080. Liability for improper distributions. |
Subchapter 11. Member Dissociation |
11-010. Member's dissociation. |
11-020. Effect of member's dissociation. |
11-030. Power of estate of member. |
Subchapter 12. Dissolution of a Limited Cooperative Association |
12-010. Dissolution and winding up. |
12-020. Nonjudicial dissolution. |
12-030. Judicial dissolution. |
12-040. Voluntary dissolution before commencement of activity. |
12-050. Voluntary dissolution by board of directors and members. |
12-060. Winding up. |
12-070. Distribution of assets in winding up. |
12-080. Known claims against dissolved limited cooperative association. |
12-090. Unknown claims against dissolved limited cooperative association. |
12-100. Court proceedings. |
12-110. Articles of dissolution. |
Subchapter 13. Actions by a Member Against a Limited Cooperative Association |
13-010. Derivative actions. |
13-020. Proper plaintiff. |
13-030. Pleading derivative action. |
13-040. Approval of discontinuance or settlement. |
13-050. Proceeds and expenses. |
Subchapter 14. Foreign Limited Cooperative Associations |
14-010. Foreign limited cooperative associations. |
14-020. Action by Attorney General. |
Subchapter 15. Disposition of Assets |
15-010. Disposition of assets not requiring member approval. |
15-020. Member approval of other asset dispositions. |
15-030. Notice and action in asset disposition. |
15-040. Disposition of assets. |
Subchapter 16. Mergers and Conversions |
16-010. Definitions. |
16-020. Conversion of foreign entity into limited cooperative association. |
16-030. Effect of conversion. |
16-040. Merger. |
16-050. Notice of and action on plan of merger. |
16-060. Approval of merger -- Abandonment. |
16-070. Articles of merger -- Effective date. |
16-080. Effect of merger. |
16-090. Treatment of merger as a consolidation. |
16-100. Article not exclusive. |
Subchapter 17. Miscellaneous Provisions |
17-010. Uniformity of interpretation. |
17-020. Electronic signature. |
17-030. Savings clause. |
17-040. Transition. |
CHAPTER 273. RELIGIOUS, CHARITABLE, AND EDUCATIONAL SOCIETIES -- NONSTOCK, NONPROFIT CORPORATIONS |
CHAPTER 274. PROFESSIONAL SERVICE CORPORATIONS |
CHAPTER 275. LIMITED LIABILITY COMPANIES |