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ARTICLE II.-BOARD OF DIRECTORS.

Sec. 1. The Board of Directors shall consist of members. They shall be elected at each annual meeting, the first election to be held on the

A. D. 19. . . . .

day of

Sec. 2. The Board of Directors shall have the management and the control of the business of the association.

Sec. 3. Whenever vacancies occur in the Board of Directors by death, resignation or otherwise, the same may be filled without undue delay by the majority vote of the remaining members of the Board. The person so chosen shall hold office until the next annaul meeting or until his successor is elected and qualified.

Sec. 4. The Board of Directors shall meet on the day of each month, at such times and in such places as may be decided upon.

Sec. 5. A majority of the Board of Directors shall constitute a quorum at all meetings of the Board.

ARTICLE III.-OFFICERS.

Sec. 1. The officers of the association shall consist of President, Vice-President, Secretary and Treasurer. The office of secretary and treasurer may be held by the same person. The officers shall be elected by the Board of Directors by a majority vote of the whole number of directors. The first election shall be held immediately after the election of the Board. Subsequent elections shall be held annually on the day of the regular meeting of the Board's next ensuing election, the day to be fixed by resolution of the Board of Directors.

Sec. 2. In case of death, resignation or removal of any officer, the Board shall elect his successor who shall hold office for the unexpired term.

ARTICLE IV.-MEMBERSHIP.

Any person may become a meuber by being accepted by the Board of Directors and complying with the requirements of the by-laws.

ARTICLE V.-DUES.

Each member shall pay a fee of

ally to defray the expenses of the association.

ARTICLE VI. AMENDMENTS.

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These by-laws may be amended, added to or changed by a majority vote of all members present at any annual meeting or at a special meeting called for that purpose.

The Co-operative Creamery

Factors to Consider.

The first requisite for a successful co-operative creamery is a sufficient number of cows. With the kind of cows commonly found in the Northwest few creameries could hope to succeed rithout at least 400 cows within a radius of five miles of the creamery. The cost of building, equipping and operating a creamery will be the same with a few cows as with many. Unless a creamery does enough business to maintain the cost of operation and pay interest on the investment, the organization never can hope to succeed.

Next to a sufficient number of cows the important point to consider is the amount of capital required. Many communities are led to invest a large sum where conditions do not warrant it. Often unscrupulous creamery promoters will go among the farmers and persuade them to take shares merely for the sake of the enterprise. The object being to dispose of the shares. In many places throughout the state such creameries stand idle after operating but a few months.

HOW TO ORGANIZE.

The first step in organizing is to call a meeting of the farmers and business men in the locality where such an organization is desired. Arrange to have attend some disinterested dairymen from the Department of Agriculture, the State Dairy Commission or the Agricultural College who can familiarize every one with the details of creamery work. Next select temporary officers and appoint committees on:

a. Canvas for cows and shares.

b. Location and selection of site.
c. Building and selection of material.
d. Machinery and equipment.

e. Plans for organization.

Allow these committees ample time to thoroughly investigate the situation and formulate their reports. Then call another meeting for reports of the various committees. Often it is advisable to send a couple of enterprising men to some locality where successful co-operation is known to exist and have them study into the details of the organization and report at the meeting. The strength of a co-operative organization depends upon the number of men interested in the business.

After the various committees have reported favorably the blanks necessary to form a corporation may be secured from the Secretary of State, then stock may be. issued and transferred. Often a limit of four is put upon the number of shares held by any one individual. This insures a wider distribution of shares and a more effective organization.

AGREEMENT FOR RAISING MONEY.
We, the undersigned citizens of ...
State of

County,

do hereby agree to incorporate ourselves into an association to be known as the

Co-operative Dairy Association. We further agree to take at the rate of $........ each, the number of shares set opposite our names and further agree at any time during the operation of the creamery, to furnish all milk and cream that we produce from the number of cows set opposite our names. In case there are not 400 cows belonging to those subscribing for shares or if less than $...... worth of shares is subscribed this agreement shall not be binding.

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Sec. 1. This association shall be incorporated under and subject to the laws of the state of

....

Sec. 2. This association shall be known as the

co-operative dairy association.

Sec. 3. The object of this association shall be the manufacture of dairy products and to mutually aid and co-operate to improve and develop the dairy interests. Sec. 4. The place of business of this association shall be in City County, N. D. but the directors may hold their meetings wherever convenience may require.

Sec. 5. This corporation shall organize and exist for a period of ninety nine years unless formally dissolved. ARTICLE II.—OFFICERS.

Sec. 1. The officers of this association shall be a president, a vice-president, a secretary, a treasurer and

three trustees who shall be elected at the regular annual meeting of the association. to be held on the last Saturday in December each year. Their term of office shall be one year and until their successors shall have been duly elected and qualified.

ARTICLE III.-DUTIES OF OFFICERS.

Sec. 1. The president shall preside at all meetings of the association, sign all certificates of stock, contracts or other instruments of writing and do other acts appertaining to the office. He shall have power to call special meetings of the association whenever the business of the association shall require it.

Sec. 2. The vice-president shall perform the duties of the president in his absence.

Sec. 3. The secretary shall keep a record of all meetings of the association and keep all accounts of the corporation in books to be provided for that purpose. He shall notify all shareholders of the annual meetings and shall furnish a detailed report to the annual meeting of the association of all business transacted. He shall compute the amount of milk and cream received, the amount of product sold and all moneys received therefrom and after deducting from the total receipts the percentage herein provided for as a sinking fund, and running expenses, on the ......th of each month, shall divide the remainder among the patrons of the association, proportionately to the mumber of pounds of butter fat furnished by each.

Sec. 4. The treasurer shall receive and receipt for all moneys belonging to the association and pay out the same only upon an order which shall be signed by the secretary. He shall give bond in such amount as the association shall provide.

Sec. 5. The Board of Directors shall consist of the president, vice-president, secretary, treasurer and three trustees whose duties hall be to audit and allow all just claims against the association.

The Board of Directors shall have power to supervise and enact the business of the association provided for under this charter subject to the limitations of their bylaws.

They shall cause the secretary to make in writing a report of the annual meeting of the association, setting forth in detail the gross amount of milk and cream receipts, the money receipts and disbursements togther with a statement of the financial standing of the organization

and such other information as may be of interest to the patrons. They shall cause such a statement to be recorded in the minutes of the annual meetings.

ARTICLE IV. MEMBERS AND PATRONS.

Sec. 1. The several members shall furnish all the milk or cream from all the cows subscribed by each in accordance with provisions in the by-laws.

Sec. 2. Patrons of the association, not members, may furnish such amounts of milk or cream as may be agreed upon by the Board of Directors. The association may receive all such milk or cream so furnished, manufacture the same, sell the product, and from the receipts deduct such percentage or amount thereof as shall be agreed upon by the association in Sec. 2 of by-laws or otherwise, the remainder to be distributed as provided in Article III, Sec. 3. Sec. 3. The butter maker shall deliver no milk, cream, butter or other product of the factory except by order of the secretary or manager.

ARTICLE V.-VOTING.

Sec. 1. Each member shall be entitled to but one vote at any meeting of the association. Members may withdraw or new members admitted as provided by Sec. 8 of the By-laws.

ARTICLE VI.—AMENDMENTS.

Sec. 1. The Articles of Incorporation may be amended at any annual meeting or at any special meeting called. for that purpose provided that two-thirds of all members present vote in favor of such change, and, provided further, that at least thirty days notice of such proposed amendment shall have been given in such manner as provided for in Section 9 of the By-laws or otherwise, by the Board of Directors.

Sec. 2. In testimony, we the undersigned incorporators have hereunto set our respective names this... day of

19.

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before me a notary public within and foresaid county,

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