Bill Text: HI SB1356 | 2014 | Regular Session | Introduced

Hawaii Senate Bill 1356 (Prior Session Legislation)

Introduced

Bill Title: Workers Cooperative Association; Incorporation; Business Registration

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced - Dead) 2013-12-18 - Carried over to 2014 Regular Session. [SB1356 Detail]

Download: Hawaii-2014-SB1356-Introduced.html

THE SENATE	S.B. NO.	1356
TWENTY-SEVENTH LEGISLATURE, 2013
STATE OF HAWAII

A BILL FOR AN ACT

relating to workers cooperative associations.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:

SECTION 1. The Hawaii Revised Statutes is amended by adding a new chapter to be appropriately designated and to read as follows:

"Chapter

Workers cooperative associations

§ -1 Definitions. As used in this chapter, unless the context or subject matter requires otherwise:

"Articles" means the articles of incorporation.

"Association" means a workers cooperative association.

"Directors" means the board of directors of an association.

"Member" means the holder of a membership in an association without capital stock or the holder of common stock in an association organized with capital stock.

"Patron" means any person that directly or indirectly performs services for a workers cooperative association or directly or indirectly receives services from a workers cooperative association.

"Patronage" means services directly or indirectly performed by a person for a workers cooperative association or directly or indirectly received by a person from a workers cooperative association.

"Person" includes individuals, partnerships, corporations, limited liability companies, and associations.

"Stockholder" means any person that holds stock issued by a workers cooperative association.

"Workers cooperative association" means any workers cooperative organized under this chapter for any lawful business or activity for the mutual benefit of its members.

§ -2 Operation on a cooperative basis, purpose. (a) The articles shall provide that the association intends to operate on a cooperative basis and shall comply with the requirements of this chapter.

(b) An association may be incorporated under this chapter to:

(1) Perform services for and receive services from its patrons, members, stockholders, and other persons;

(2) Engage in other activities reasonably related to the provision or receipt of services for or from patrons, members, stockholders, and other persons; and

(3) Engage in any other lawful business or activity.

§ -3 Forms. The department of commerce and consumer affairs may prescribe and furnish, on request, forms for documents required or permitted to be filed by this chapter. The director of commerce and consumer affairs may require that the use of these forms be mandatory.

§ -4 Articles. Section 421C-11.5, relating to the articles certified and executed by incorporators of consumer cooperative associations, shall apply to associations formed under this chapter.

§ -5 Bylaws; contents. Section 421C-12, relating to bylaws of consumer cooperative associations, shall apply to associations formed under this chapter.

§ -6 Members. (a) The articles shall establish qualifications and the method of acceptance and termination of members; provided that pursuant to the articles, at least a majority of the members of an association shall be employees of the association.

(b) Except as otherwise provided in the articles, at least a majority of the employees of the association shall be members of the association.

§ -7 Ownership of voting and nonvoting stock. (a) Except as otherwise provided in the articles, all voting stock shall be owned by members; provided that pursuant to the articles, at least a majority of each class of voting stock shall be owned by members.

(b) The nonvoting stock of an association may be owned by any person.

§ -8 Meetings, etc. Section 421C-13, relating to meetings of consumer cooperative associations, shall apply to associations formed under this chapter.

§ -9 One member, one vote. Except as otherwise provided in the articles, at least a majority of the directors shall be elected by the members on the basis of one member, one vote.

§ -10 No proxy. No member of an association shall be permitted to vote by proxy, subject to section -11.

§ -11 Absentee voting. The articles or bylaws may allow votes on specific preannounced items by mail or otherwise by members absent from meetings.

§ -12 Removal of directors. Section 421-14, relating to the removal of a director of an agricultural association, shall apply to associations formed under this chapter.

§ -13 Removal of officers. Section 421-16, relating to the removal of an officer of an agricultural association, shall apply to associations formed under this chapter.

§ -14 Allocation of earnings. (a) The net earnings of an association shall be allocated and distributed by the directors in accordance with the articles.

(b) Except as otherwise provided in the articles, all of the net earnings of the association with respect to a period of time shall be allocated to members on the basis of patronage during the period of time; capital contributions; or some combination of patronage during the period of time and capital contributions; provided that pursuant to the articles, at least a majority of the allocated earnings of the association with respect to a period of time shall be allocated to members on the basis of patronage during the period of time; capital contributions; or some combination of patronage during the period of time and capital contributions.

(c) The allocation, distribution, and payment of earnings required by this section may be in cash, credits, written notices of allocation, or any other type of tangible or intangible property, including shares of stock issued by the association.

§ -15 Voluntary dissolution, etc. Section 421-21 shall apply to associations formed under this chapter. For the purposes of this chapter, the term "voting power voting thereon" means those members present.

§ -16 Merger. The general corporation laws relating to the merger of domestic corporations shall apply to associations formed under this chapter.

§ -17 Associations and agreements are not in restraint of trade. No association, or method or act thereof which complies with this chapter, shall be deemed a conspiracy or combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily, or the creation of a combination or pool, or to accomplish any improper or illegal purpose. Any agreements authorized under this chapter shall not be considered as illegal, in restraint of trade, or as part of a conspiracy or combination to accomplish an illegal purpose or act.

§ -18 Use of name "cooperative"; penalty. (a) Only associations organized under chapter 421C or this chapter; groups organized on a cooperative basis under this or any other law of this State; and foreign corporations authorized to do business in this State on a cooperative basis under this or any other law of this State, shall be entitled to use the term "cooperative" or any abbreviation or derivation thereof, as part of their business name, or to represent themselves, in their advertising or otherwise, as conducting business on a cooperative basis as defined in this chapter, notwithstanding section 421-5.

(b) Any person, firm, or corporation violating this section shall be punished by a fine of not more than $1,000, and the attorney general or any aggrieved individual, association, or group organized on a cooperative basis under this or any other law of this State may sue to enjoin an alleged violation of this section."

SECTION 2. Section 92-28, Hawaii Revised Statutes, is amended to read as follows:

"§92-28 State service fees; increase or decrease of. Any law to the contrary notwithstanding, the fees or other nontax revenues assessed or charged by any board, commission, or other governmental agency may be increased or decreased by the body in an amount not to exceed fifty per cent of the statutorily assessed fee or nontax revenue, to maintain a reasonable relation between the revenues derived from such fee or nontax revenue and the cost or value of services rendered, comparability among fees imposed by the State, or any other purpose which it may deem necessary and reasonable; provided that:

(1) The authority to increase or decrease fees or nontax revenues shall be subject to the approval of the governor and extend only to the following: chapters 36, 92, 94, 142, 144, 145, 147, 150, 171, 188, 189, 231, 269, 271, 321, 338, 373, 412, 414, 414D, 415A, 417E, 419, 421, 421C, , 421H, 421I, 425, 425E, 428, 431, 436E, 437, 437B, 438, 439, 440, 441, 442, 443B, 444, 447, 448, 448E, 448F, 448H, 451A, 451J, 452, 453, 453D, [~~454,~~] 455, 456, 457, 457A, 457B, 457G, 458, 459, 460J, 461, 461J, 462A, 463, 463E, 464, 465, 466, 466K, 467, 467E, 468E, 468L, 468M, 469, 471, 482, 482E, 484, 485A, 501, 502, 505, 514A, 514B, 514E, 572, and 574[~~, and 846 (part II)~~];

(2) The authority to increase or decrease fees or nontax revenues under the chapters listed in paragraph (1) that are established by the department of commerce and consumer affairs shall apply to fees or nontax revenues established by statute or rule;

(3) The authority to increase or decrease fees or nontax revenues established by the University of Hawaii under chapter 304A shall be subject to the approval of the board of regents; provided that the board's approval of any increase or decrease in tuition for regular credit courses shall be preceded by an open public meeting held during or prior to the semester preceding the semester to which the tuition applies;

(4) This section shall not apply to judicial fees as may be set by any chapter cited in this section;

(5) The authority to increase or decrease fees or nontax revenues pursuant to this section shall be exempt from the public notice and public hearing requirements of chapter 91; and

(6) Fees for copies of proposed and final rules and public notices of proposed rulemaking actions under chapter 91 shall not exceed 10 cents a page, as required by section 91-2.5."

SECTION 3. Section 247-3, Hawaii Revised Statutes, is amended to read as follows:

"§247-3 Exemptions. The tax imposed by section 247-1 shall not apply to:

(1) Any document or instrument that is executed prior to January 1, 1967;

(2) Any document or instrument that is given to secure a debt or obligation;

(3) Any document or instrument that only confirms or corrects a deed, lease, sublease, assignment, transfer, or conveyance previously recorded or filed;

(4) Any document or instrument between husband and wife, reciprocal beneficiaries, or parent and child, in which only a nominal consideration is paid;

(5) Any document or instrument in which there is a consideration of $100 or less paid or to be paid;

(6) Any document or instrument conveying real property that is executed pursuant to an agreement of sale, and where applicable, any assignment of the agreement of sale, or assignments thereof; provided that the taxes under this chapter have been fully paid upon the agreement of sale, and where applicable, upon such assignment or assignments of agreements of sale;

(7) Any deed, lease, sublease, assignment of lease, agreement of sale, assignment of agreement of sale, instrument or writing in which the United States or any agency or instrumentality thereof or the State or any agency, instrumentality, or governmental or political subdivision thereof are the only parties thereto;

(8) Any document or instrument executed pursuant to a tax sale conducted by the United States or any agency or instrumentality thereof or the State or any agency, instrumentality, or governmental or political subdivision thereof for delinquent taxes or assessments;

(9) Any document or instrument conveying real property to the United States or any agency or instrumentality thereof or the State or any agency, instrumentality, or governmental or political subdivision thereof pursuant to the threat of the exercise or the exercise of the power of eminent domain;

(10) Any document or instrument that solely conveys or grants an easement or easements;

(11) Any document or instrument whereby owners partition their property, whether by mutual agreement or judicial action; provided that the value of each owner's interest in the property after partition is equal in value to that owner's interest before partition;

(12) Any document or instrument between marital partners or reciprocal beneficiaries who are parties to a divorce action or termination of reciprocal beneficiary relationship that is executed pursuant to an order of the court in the divorce action or termination of reciprocal beneficiary relationship;

(13) Any document or instrument conveying real property from a testamentary trust to a beneficiary under the trust;

(14) Any document or instrument conveying real property from a grantor to the grantor's revocable living trust, or from a grantor's revocable living trust to the grantor as beneficiary of the trust;

(15) Any document or instrument conveying real property, or any interest therein, from an entity that is a party to a merger or consolidation under chapter 414, 414D, 415A, 421, 421C, , 425, 425E, or 428 to the surviving or new entity;

(16) Any document or instrument conveying real property, or any interest therein, from a dissolving limited partnership to its corporate general partner that owns, directly or indirectly, at least a ninety per cent interest in the partnership, determined by applying section 318 (with respect to constructive ownership of stock) of the federal Internal Revenue Code of 1986, as amended, to the constructive ownership of interests in the partnership; and

[[](17)[]] Any document or instrument that conforms to the transfer on death deed as authorized under chapter 527."

SECTION 4. Section 414-310, Hawaii Revised Statutes, is amended by amending the definition of "association" to read as follows: