Effective 28 Aug 2011

351.1036. Additional powers — act as agent of members, when — contractual authority — property rights — financial rights — employee benefits permitted. — 1. In addition to other powers, a cooperative as an agent or otherwise:

(1) May perform every act necessary or proper to conduct of the cooperative's business or accomplish the purposes of the cooperative;

(2) Has all other rights, powers, or privileges granted by the laws of this state to any business entity, except those that are inconsistent with the express provisions of sections 351.1000 to 351.1228; and

(3) Has the powers given in this section.

2. The cooperative may act as the agent of its members, either collectively or individually, in the negotiation for and procurement of all goods, services, and programs which may be provided to the members by or through the cooperative, provided, however, that unless the cooperative has affirmatively accepted responsibility, the cooperative shall have no liability for its members' failure, whether collective or individual, to perform or pay for such goods, services or programs.

3. A cooperative may enter into or become a party to a contract or agreement for the cooperative or for or on behalf of the members or patrons, including but not limited to, contracts related to prices for and types of products, goods, or services to be supplied or sold to the members, goods manufactured and sold by the members through the cooperative, the management of the cooperative by a third party manager, and any other contract deemed by the board to be in the best interests of the cooperative or the members, or between the cooperative and its members.

4. (1) A cooperative may purchase and hold, lease, mortgage, encumber, sell, exchange, and convey as a legal entity property of any kind including but not limited to real property, personal property, intellectual property, real estate, buildings, equipment, products, patents, and copyrights as the business of the cooperative may require, including the sale or other disposition of assets required by the business of the cooperative as determined by the board.

(2) A cooperative may take, receive, and hold real and personal property, including the principal and interest of money or other funds and rights in a contract, for any purpose not inconsistent with the purposes of the cooperative as set forth in its articles or bylaws, or as otherwise determined by the board.

5. A cooperative may own, lease, construct, and develop buildings or other structures or facilities on the property owned or leased by the cooperative or on a right-of-way legally acquired by the cooperative.

6. A cooperative may issue bonds, debentures, or other evidence of indebtedness and may borrow money, may secure any of its obligations by mortgage of or creation of a security interest in or other encumbrances or assignment of all or any of its property, or income, and may issue guarantees for any legal purpose.

7. A cooperative may make advances to its members or patrons on products or services delivered by the members or patrons to the cooperative.

8. A cooperative may accept donations or deposits of money, real property, or personal property from other cooperatives or associations from which it is constituted, and from members.

9. A cooperative may loan money to and borrow money from members, cooperatives, or associations from which it is constituted with security that it considers sufficient. A cooperative may invest and reinvest its funds.

10. A cooperative may pay pensions, retirement allowances, and compensation for past services to and for the benefit of and establish, maintain, continue, and carry out, wholly or partially at the expense of the cooperative, employee or incentive benefit plans, trusts, and provisions to or for the benefit of any or all of its and its related organizations' officers, managers, directors, employees, and agents; and in the case of a related organization that is a cooperative, members who provide services or goods to that cooperative, and any of their families, dependents, and beneficiaries. It may indemnify and purchase and maintain insurance for and on behalf of a fiduciary of any of these employee benefit and incentive plans, trusts, and provisions.

11. A cooperative may provide, directly or indirectly, insurance of any kind, including but not limited to disability insurance, health insurance, casualty insurance, unemployment insurance, life insurance, and other insurance to or for the benefit of any or all of its employees, officers, directors, members, managers, or their respective directors, officers, employees, and agents. The cooperative may own directly or indirectly insurance of any kind, including but not limited to disability insurance, health insurance, casualty insurance, unemployment insurance, life insurance, and other insurance on any or all of its employees, officers, directors, members, managers, or their respective directors, officers, employees, and agents.

12. (1) A cooperative may purchase, acquire, hold, or dispose of the ownership interests of another business entity or form or otherwise organize subsidiary or affiliated business entities, and assume all rights, interests, privileges, responsibilities, and obligations arising out of all such ownership interests.

(2) The cooperative may form special purpose business entities to secure and hold assets of the cooperative.

(3) A cooperative may purchase, own, and hold ownership interests, including stock and other equity interests, memberships, interests in nonstock capital, and evidences of indebtedness of any business entity.

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(L. 2011 S.B. 366)