12 caused to be made by him when duly certified by the said com13 missioner shall be admissible in evidence to the same extent as 14 if it were his deposition taken in the manner prescribed by law 15 for the taking of depositions, in any prosecution or suit for any 16 violation of the provisions of this act.

17

Any manufacturer, dealer or agent who shall sell, offer or ex18 pose for sale in this state any fertilizer without first having 19 complied with the requirements of this act regarding such fertil20 izer, or any person who shall receive or remove any fertilizer 21 without its having been registered and branded as required by 22 this act, shall be guilty of a misdemeanor and be subject to 23 penalties prescribed under this act.

Sec. 7. Any person who shall violate any of the provisions of 2 this act or who shall fail to comply therewith, shall be guilty of 3 misdemeanor and on conviction thereof shall be fined not less 4 than twenty dollars and not more than one hundred dollars for 5 the first offense, and not less than fifty dollars and not more 6 than five hundred dollars for each subsequent offense.

CHAPTER 53

(House Bill No. 222-Mr. Patton)

AN ACT to amend and re-enact chapter one hundred and twentyone of the acts of the legislature of one thousand nine hundred and twenty-one, regular session, all relating to the authorization and the formation of non-profit, co-operative associations, with or without capital stock, for the purpose of encouraging the orderly marketing of agricultural products through co-operation; defining the various terms used therein; enumerating the activities and powers of such an association; prescribing the right and privileges of membership, providing for articles of incorporation, declaring what they shall contain, manner of executing and filing, method of amending same; providing for by-laws and what they may contain; providing for method of election of directors, filling of vacancies; powers and duties of directors; division into election districts; appointment of executive committees and allotment of functions of powers; providing for officers, qualifications, elections and functions; regulating issuance of member

ship certificates or stock and payment therefor; limiting personal liability of members for debts of association; regulating voting power of members and stockholders; authorizing issuance of preferred stock, with or without right to vote; and the retirement thereof; providing for removal of officers and directors; providing for referendum to members; providing for a marketing contract; and prescribing remedies for breach of contract; authorizing general equitable remedies in the event of breach of agreement; stating presumption of control of products by landlords who have signed marketing agreements; providing for annual reports; providing that no provision of law in conflict with this act shall be construed as applying to such association; limiting the use of the word. "co-operative" in names for producers' co-operative marketing activities; permitting associations to organize other corporations or to own stock in other corporations; providing for agreements with other co-operative associations in this or other states and stating the purposes or reasons therefor; providing that associations heretofore organized may reorganize hereunder; providing for similar rights and remedies for co-operative associations organized under generally similar laws in other states; making it a misdemeanor to spread false reports about it and prescribing a fine for each offense; making such offender liable to the association therefor in a civil suit; providing liability to the association; providing that no such association shall be deemed a conspiracy or an illegal combination or monopoly; and providing that marketing contracts shall not be considered illegal; providing that if any section of this act shall be declared unconstitutional, the remainder of this act shall not be thereby affected; and providing that the general corporation laws of this state shall apply to such associations, except where inconsistent with express provisions hereof.

[Passed April 18, 1923. In effect ninety days from passage. Approved by the Governor May 2, 1923]

Be it enacted by the Legislature of West Virginia:

That chapter one hundred and twenty-one of the acts of the legislature of one thousand nine hundred and twenty-one be amended and re-enacted to read as follows:

Declaration of Policy.

Section 1. In order to promote, foster and encourage the 2 intelligent and orderly marketing of agricultural products 3 through co-operation; and to eliminate speculation and waste; 4 and to make the distribution of agricultural products between 5 producer and consumer as direct as can be efficiently done; 6 and to stabilize the marketing of agriculture products to pro7 vide for the organization and incorporation of co-operative 8 marketing associations for the marketing of such products, this 9 act is passed.

Definitions As Used in This Act.

Sec. 2. (a) The term "agricultural products" shall in2 clude horticultural, viticultural, forestry, dairy, live stock, 3 poultry, bee and any farm products.

4 (b) The term "member" shall include actual members of 5 associations without capital stock and holders of common stock 6 in associations organized with capital stock.

7 (c) The term "association" means any corporation organ8 ized under this act; and

9 (d) The term "person" shall include individuals, firms, 10 partnerships, corporations and associations.

11 Associations organized hereunder shall be deemed "non12 profit", inasmuch as they are not organized to make profit for 13 themselves, as such, or for their members, as such, but only for 14 their members as producers.

15 (e) For the purposes of brevity and convenience this act 16 may be indexed, referred to and cited as "The Co-operative 17 Marketing Act."

Sec. 3.

Who May Organize.

Eleven or more persons, a majority of whom are 2 residents of this state, engaged in the production of agricultural 3 products, may form a non-profit, co-operative association, with 4 or without capital stock, under the provisions of this act.

Purposes.

Sec. 4. An association may be organized to engage in any 2 activity in connection with the marketing or selling of the agri3 cultural products of its members, or with the harvesting, pre4 serving, drying, processing, canning, packing, grading, storing, 5 handling, shipping or utilization thereof, or the manufacturing 6 or marketing of the by-products thereof; or in connection with 7 the manufacturing, selling or supplying to its members of ma8 chinery, equipment or supplies; or in the financing of the above 9 enumerated activities; or in any one or more of the activities 10 specified herein.

Preliminary Investigation.

Sec. 5. Every group of persons contemplating the organiza2 tion of an association under this act is urged to communicate 3 with the dean of the college of agriculture at Morgantown, who 4 will inform them whatever a survey of the marketing condi5 tions affecting the commodities proposed to be handled may 6 indicate regarding probable success.

7 It is here recognized that agriculture is characterized by in8 dividual production in contrast to the group or factory system 9 that characterizes other forms of industrial production; and 10 that the ordinary form of corporate organization permits indus11 trial groups to combine for the purpose of group production 12 and the ensuing group marketing and that the public has an 13 interest in permitting farmers to bring their industry to the 14 high degree of efficiency and merchandising skill evidenced in 15 the manufacturing industries; and that the public interest 16 urgently needs to prevent the migration from the farm to the 17 city in order to keep up farm production and to preserve the

18 agricultural supply of the nation; and that the public interest 19 demands that the farmer be encouraged to attain a superior 20 and more direct system of marketing in the substitution of mer21 chandising for the blind, unscientific and speculative selling 22 of crops; and that for this purpose, the farmers should secure 23 special guidance and instructive data from the dean of agri24 culture at the university of West Virginia at Morgantown.

Powers.

Sec. 6. Each association incorporated under this act shall 2 have the following powers:

3 (a) To engage in any activity in connection with the 4 marketing, selling, preserving, harvesting, drying, processing, 5 manufacturing, canning, packing, grading, storing, handling or 6 utilization of any agricultural products produced or delivered 7 to it by its members, or the manufacturing or marketing of the 8 by-products thereof; or any activity in connection with the 9 purchase, hiring or use by its members of supplies, machinery 10 or equipment; or in the financing of any such activities; or in 11 any one or more of the activities specified in this section. No 12 association, however, shall handle the agricultural products of 13 any non-member, except for storage.

14

(b) To borrow money without limitation as to amount of 15 corporate indebtedness or liability; and to make advance pay16 ments and advances to members.

17 (c) To act as the agent or representative of any member 18 or members in any of the above mentioned activities.

19

(d) To purchase or otherwise acquire, and to hold, own, 20 and exercise all rights of ownership in, and to sell, transfer 21 or pledge, or guarantee the payment of dividends or interest 22 on, or the retirement or redemption of, shares of the capital 23 stock or bonds of any corporation or association engaged in 24 any related activity or in the warehousing or handling or 25 marketing of any of the products handled by the association. 26 (e) To establish reserves and to invest the funds thereof 27 in bonds or in such other property as may be provided in the 28 by-laws.

29 (f) To buy, hold and exercise all privileges of ownership, 30 over real or personal property as may be necessary or conven31 ient for the conduct and operation of any of the business of the 32 association, or incidental thereto.