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members of that district, the director in question shall be removed from office: Provided, that this section shall not apply to directors appointed under subsection (b) of section twelve of this act.

16. Referendum.-The by-laws may provide that upon demand of one-third of the entire board of directors, any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting; provided, however, that a special meeting may be called for the purpose.

17. Marketing contract.-(a) The association and its members. may make and execute marketing contracts, requiring the members to sell, for any period of time, not over ten years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products delivered by its members, with or without taking title thereto, and pay over to its members the resale price, after deducting all necessary selling overhead, and other costs and expenses, including interest or dividends on preferred stock, not exceeding eight per centum per annum, and reserves for retiring the stock, if any; and other proper reserves; and interest or dividends not exceeding eight per centum per annum upon common stock.

(b) The by-laws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premium for bonds, expenses and fees in case any action is brought upon the contract by the association; and any such provision shall be valid and enforceable in the courts of this State.

(c) In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specified performance thereof. Pending the adjudication of such an action, and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.

18. Purchasing business of other associations, persons, firms, or corporations; payment; stock issued. Whenever an association organized hereunder with preferred capital stock, shall purchase the stock or any property, or any interest in any property of any person, firm, or corporation or association, it may by agreement with the other party or parties to the transaction discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par value would equal a fair market value of the stock or interest so purchased, as determined

by the board of directors. In that case the transfer to the association of t stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.

19. Annual reports.-Each association formed under this act shall prepare and file annually with the State corporation commission and with the division of markets of the State department of agriculture, on forms furnished by the State corporation commission, a report containing the names of the association, its principal office, and a general statement of its business operations during the fiscal year, showing the amount of capital stock paid up, and the number of stockholders of a stock association or the number of members and amount of membership fees received, if a non-stock association; the total expenses of operations; the amount of its indebtedness, or liability and its balance sheets.

20. Conflicting laws not to apply. Any provisions of law which are in conflict with this act shall not be construed as applying to the associations herein provided for.

21. Limitation of use of term "co-operative."-No person, firm, corporation, or association hereafter organized or doing business in this State, as an agricultural producers co-operative marketing activity, shall be entitled to use the word "co-operative" as part of its corporate or other business name or title unless it has complied with the provisions of this act. Any person, firm, corporation, or association now organized for or doing an agricultural producers co-operative marketing business in this State, and embodying the word "co-operative" as part of its corporate or other business name or title, and which is not organized in compliance with the provisions of this act, must, within six months from the date at which this act goes into effect, eliminate the word "co-operative" from its said corporate or other business name or title.

22. Interest in other corporations or associations.-An association may organize, form, operate, own, control, have interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling or buying of the agricultural products handled by the association, or the by-products thereof. If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association, or to any other person, and such legal warehouse receipts shall be considered as adequate collateral to the extent of the current value of the commodity represented thereby. In case such warehouse is licensed or licensed and bonded under the laws of this State or the United States, its warehouse receipt shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.

23. Contracts and agreement with other associations. Any association may, upon resolution adopted by its board of directors enter

into all necessary and proper contracts and agreements, and make all necessary and proper stipulations, agreements and contracts and arrangements with any other co-operative corporation, association, or associations, formed in this or in any other State, for the co-operative and more economical carrying on of its business, or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same methods, means, and agencies for carrying on and conducting their respective business.

Sec. 24. Associations heretofore organized may adopt the provisions of this act.-Any co-operative marketing association or corporation organized under the general corporation laws of this State, or under previously existing statutes of this State, may be brought under the provisions of this act and be entitled to all the benefits thereof, and be subject to all the provisions, restrictions and limitations thereof, in the following manner:

The board of directors or other managing body of such association or corporation shall, at a duly convened meeting, adopt a resolution finding it advisable that such association or corporation be brought under the provisions of this act, and calling a meeting of the stockholders or members to take action thereon. The meeting of the members of the stockholders shall be held pursuant to notice given in accordance with the laws of the State of Virginia, under which such corporation then exists, and the by-laws of the corporation. If a majority in number of the stockholders or members of such association or corporation shall vote in favor of bringing such association or corporation under the provisions of this act, a certificate thereof shall be made by the president or one of the vice-presidents, under the seal of the corporation, attested by its secretary, and acknowledged by them before an officer authorized by the laws of this State to take acknowledgments of deeds, which certificate, together with the articles of incorporation, made pursuant to section eight of this act (except that such articles of incorporation shall be signed by the president, or one of the vice-presidents, under the seal of the corporation, attested by its secretary, and acknowledged by them before an officer authorized by the laws of this State to take acknowledgments of deeds), and the receipt for the payment of any fee to the State that may be imposed thereon by law, shall be presented to the State corporation commission, which shall ascertain and declare whether the applicants, by complying with the requirements of the law, have entitled themselves to the provisions of this act, and shall issue or refuse same accordingly.

If the same be issued, the certificate and the articles of incorporation, with the order thereon of the commission, shall be certified and recorded in the same manner providing for the certification and recordation of charters granted under the general corporation laws of this State; and as soon as the said certificate and the articles of incorporation are lodged with the secretary of the Commonwealth,

the association or corporation shall be a corporation organized and existing under the provisions of this act, and shall be entitled to all the benefits and subject to all the provisions, limitations and restrictions thereof. The filing fee, if any, shall be the same as for filing an amendment to articles of incorporation.

Sec. 25. Inducing breach of marketing contract; damages; spreading false reports about the finances or management of co-operative association, misdemeanor.-Any person who knowingly induces any member or stockholder of an association or corporation organized hereunder to breach his marketing contract with the association or corporation shall be liable to the association or corporation for the full amount of damages sustained by it by reason of such breach; and any person who maliciously and knowingly spreads false reports about the finances or management of any such association or corporation shall be liable to the association or corporation aggrieved in a civil suit for the actual damage which it may sustain by reason of such false reports, and also in the penal sum of five hundred ($500.00) dollars for each such act, which may be recovered in the same action.

26. Associations not in restraint of trade.-No association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition or fix prices arbitrarily, nor shall the marketing contracts or agreements between the association and its members, or any agreements authorized in this act be considered illegal or in restraint of trade.

27. Constitutionality.-If any section of this act shall be declared unconstitutional for any reason, the remainder of the act shall not be affected thereby.

28. Application of general corporation laws.-The provisions of the general corporation laws of this State, and all powers and rights thereunder, shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of this act.

Sec. 29. Associations in other States authorized to do business in this State. Agricultural producers and co-operative corporations or marketing associations, organized in other States under the laws similar to this act, shall be licensed to do business in this State when they shall have complied with the general laws of this State, prescrib ing the terms and conditions upon which foreign corporations may be licensed to do business in this State; provided, however, they shall be required to pay only the license fees and filing fees prescribed by this act for corporations and associations organized hereunder.

30. Annual license fees.-Each association organized hereunder shall pay an annual license fee of ten dollars ($10) but shall be exempt from all license taxes, or taxes upon capital stock or reserve funds held by it.

31. Filing fees. For filing articls of incorporation, an association organized hereunder with capital stock shall pay such fees as conform

to the general law governing corporations, but where organized without capital stock shall pay ten dollars ($10); and for filing an amendment to the articles, two dollars and one-half ($2.50).

Sec. 32. Associations to which this act shall not apply. This act shall not apply to any corporation, association or organization of farmers, heretofore organized, or any exchange now in existence, organized for mutual help in the marketing of agricultural products and not for profit, unless and until such corporation, association, organization or exchange adopts the provisions hereof, in the manner hereinbefore in section 24 provided.

33. Emergency existing.—An emergency existing, this act shall be in force from its passage. (1922, p. 50.)

Chap. 51 of Acts 1922.-An Act providing for the use of voting machines in cities of fifty thousand inhabitants or more. Approved February 25, 1922.

Be it enacted by the general assembly of Virginia, as follows:

1. Councils of certain cities may purchase and order use of voting machines. The council of any city in this State, having, according to the last decennial United States census, a population of fifty thousand inhabitants or more may purchase and order the use of voting machines in any one or more voting precincts within said city. 2. Bonds Certificates of indebtedness.-The city council, on the adoption and purchase of a voting machine, may provide for the payment therefor in such manner as it may deem for the best interest of such city, and may for that purpose issue bonds, certificates of indebtedness, or other obligations, which shall be a charge on the city. Such bonds, certificates or other obligations may be issued with or without interest, payable at such time or times as the council may determine, but shall not be issued or sold at less than par.

3. Commissioners.-The board of State canvassers shall, ex-officio, be the State board of voting machine commissioners.

4. Examination of machine-Report of commissioners Compensation. Any person or corporation owning or being interested in any voting machine may call upon the State board of voting machine commissioners to examine the said machine, and make report to the secretary of the Commonwealth upon the capacity of the said machine to register the will of the votes, its accuracy and efficiency, and with respect to its mechanical perfections and imperfections. Their report shall be filed in the office of the secretary of the Commonwealth and shall state whether in their opinion the kind of machine so examined can be safely used by such voters at elections under the conditions prescribed in this act. If the report states that the machine can be so used, it shall be deemed approved by the said board, and machines of its kind may be adopted for use at elections as herein provided. No form of voting machine not so approved may be used at any election. The State board of voting machine commissioners is authorized to

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