§ 2-2-114 - Certificates of membership or stock.
2-2-114. Certificates of membership or stock.
(a) When a member of an association established without capital stock has paid his or her membership fee in full, he or she shall receive a certificate of membership.
(b) Except for debts lawfully contracted between the member and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or his or her subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof.
(c) (1) Unless provided otherwise in the articles of association or bylaws of an association, no member or stockholder shall be entitled to more than one (1) vote.
(2) In an election for directors, the number of votes a member or stockholder is entitled to cast may be multiplied by the number of directors being elected. The member or stockholder may distribute the votes among as many candidates as he or she shall see fit.
(d) Any provision of this subchapter or any other law which is applied to an association organized under this subchapter, referring to requirements for a vote or quorum based on a total number or proportion of members or stockholders, shall mean the number or proportion of the votes entitled to be cast by the members or stockholders where an association's articles of association or bylaws entitle any member to more than one (1) vote.
(e) For purposes of this subchapter or any other law which is applied to an association formed under this subchapter, if permitted by the articles of association or the bylaws of the association, any vote of a member or stockholder may be made in person or by proxy and may be counted in the establishment of a quorum.
(f) (1) No stockholder of a cooperative association organized under this subchapter shall own more than one-twentieth (1/20) of the common stock of the association or more than one (1) share of common stock if there are fewer than twenty (20) common stockholders.
(2) Such an association, in its bylaws, may limit the amount of common stock which one (1) member may own to any amount less than one-twentieth (1/20) of the common stock.
(g) (1) Any association organized with stock under this subchapter may issue preferred stock, with or without the right to vote.
(2) The stock may be redeemable or retirable by the association on such terms and conditions as may be provided for by the articles of association and printed on the face of the certificate.
(h) (1) (A) No association shall issue stock or a membership certificate to a member until it has been fully paid for.
(B) The promissory notes of the members may be accepted by the association as full or partial payment.
(2) The association shall hold the stock or membership certificate as security for the payment of the note, but such retention as security shall not affect the member's right to vote.