§ 54-136. Bylaws. - North Carolina Statutes

§54‑136.  Bylaws.

Each association incorporatedunder this Subchapter must, within 30 days after its incorporation, adopt forits government and management a code of bylaws, not inconsistent with thepowers granted by this Subchapter. A majority vote of a quorum of the membersor stockholders attending a meeting, of which notice of the proposed bylaw orbylaws shall have been given, is sufficient to adopt or amend the bylaws. Eachassociation under its bylaws may also provide for any or all of the followingmatters:

(1)        The time, place, andmanner of calling and conducting its meetings.

(2)        The number ofstockholders or members constituting a quorum.

(3)        The right of membersor stockholders to vote by proxy or by mail, or by both, and the conditions,manner, form, and effects of such votes.

(4)        The number ofdirectors constituting a quorum.

(5)        The qualifications,compensations, and duties and terms of office of directors and officers; timeof their election, and the mode and manner of giving notice thereof.

(6)        Penalties forviolations of the bylaws.

(7)        The amount ofentrance, organization, and membership fees, if any; the manner and method ofcollection of the same, and the purposes for which they may be used.

(8)        The amount whicheach member or stockholder shall be required to pay annually or from time totime, if at all, to carry on the business of the association, the charge, ifany, to be paid by each member or stockholder for services rendered by theassociation to him, and the time of payment and the manner of collection; andthe marketing contract between the association and its members or stockholderswhich every member or stockholder may be required to sign.

(9)        The number andqualification of members or stockholders of the association and the conditionsprecedent to membership or ownership of common stock; the method, time, andmanner of permitting members to withdraw or the holders of common stock totransfer their stock; the manner of assignment and transfer of the interest ofmembers, and of the shares of common stock; the conditions upon which, and thetime when membership of any member shall cease; the automatic suspension of therights of a member when he ceases to be eligible to membership in theassociation, and mode, manner, and effect of the expulsion of a member; mannerof determining the value of a member's interest and provision for its purchaseby the association upon the death or withdrawal of a member or stockholder, orupon the expulsion of a member or forfeiture of his membership, or at theoption of the association, by conclusive appraisal by the board of directors.

Upon the death, withdrawal orexpulsion of a member, the board of directors of the association shall, withinone year, cause to be paid to such member or his estate one hundred percent(100%) of all amounts due him for any and all raw products which have beendelivered by him to the association. All other amounts which might be due forcapital stock, certificates of interest, reserves or on account of any otherequity credits shall be payable in accordance with the charter or bylaws of theassociation.

Notwithstanding the foregoingprovisions of this section, any association may amend its articles ofincorporation to provide that thereafter any bylaw or bylaws of the associationmay be amended or repealed, or any new bylaw may be adopted, either by themembers or by the board of directors, but if the members amend any bylaw orbylaws or adopt any new bylaw or bylaws, such bylaw or bylaws shall notthereafter be amended or repealed by the board of directors, and if the membersrepeal any bylaw or bylaws, such bylaw or bylaws shall not be readopted by theboard of directors; provided, however, that no bylaw shall be adopted by theboard of directors which shall require a higher number or percentage of membersto be present or represented at a members' meeting for the purpose ofconstituting a quorum, or a higher number or percentage of such quorum to takeaction, than was the case before the power to alter, amend, or repeal the bylawswas conferred upon the board of directors. (1921, c. 87, s. 10; C.S., s.5259(h); 1935, c. 230, s. 6; 1963, c. 1168, s. 7; 1979, c. 543.)