18 Guam Code Ann. § 13107
Terms Used In 18 Guam Code Ann. § 13107
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Appraisal: A determination of property value.
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- Quorum: The number of legislators that must be present to do business.
(a) Name. The name of the association.
(b) Purposes. The purposes for which it is formed.
(c) Principal office. The municipality where the principal office for the transaction of business of the corporation is to be located.
(d) Directors. The number of directors thereof, which shall not be less than three (3), and the names and addresses of the persons who are to serve as first directors; if it be desired that the first directors shall serve for terms of different length, the term for which each person so named shall serve.
(e) Members: Voting Power and Rights. If organized without shares of stock, whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal, the general rule or rules applicable to all members by which the voting power and the property rights and interests, respectively, of each member may be and are determined and fixed.
COL070307
18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 13 NONPROFIT COOPERATIVE ASSOCIATIONS
(f) Shares: Number and Value. If organized with shares of stock, the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the aggregate par value of all shares; if the shares are to be without par value it shall be so stated.
(g) Classified Shares: Description and Statement of Number, etc.: Common Stock. If the shares are to be classified, a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the preferences, rights, privileges and restrictions granted to or imposed upon the holders of the respective classes of stock; and except as to the matters and things so stated no distinction shall exist between said classes of stock or the holders thereof. One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock.
SOURCE: CC § 650.7.
§ 13108. Bylaws: Adoption, Repeal and Amendment: Permissible
Provisions.
Each association shall within thirty (30) days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with this Chapter. The vote or written assent of shareholders or members holding at least a majority of the voting power is necessary to adopt such bylaws and is effectual to repeal or amend any bylaws, or to adopt additional bylaws. The power to repeal and amend the bylaws, and adopt new bylaws, may, by a similar vote, or similar written assent, be delegated to the board of directors, which authority may, by a similar vote, or similar written assent, be revoked. Each association, under its bylaws, may provide for any or all of the following matters:
(a) Meetings. The time, place and manner of calling and conducting its meetings. Meetings of members or stockholders shall be held at the place as provided in the bylaws; and, if no provision be made, then in the municipality where the principal place of business is located at a place designated by the board of directors. Meetings of the board of directors may be held at any place within or without the territory fixed by a quorum thereof unless otherwise provided in the articles of incorporation or bylaws.
(b) Quorum of Stockholders or Members. The number of stockholders or members constituting a quorum.
COL070307
18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 13 NONPROFIT COOPERATIVE ASSOCIATIONS
(c) The right of members or stockholders to cumulate their votes and the prohibition, if desired, or cumulative voting.
(d) Quorum of directors. The number of directors constituting a quorum.
(e) Number, Qualifications, etc., of Directors: Change of Number. The number of directors and the qualifications, compensation and duties and term of office of directors and officers and the time of their election. The number of directors may be changed by a bylaw duly adopted by the shareholders or members.
(f) Penalties. Penalties for violations of the bylaws.
(g) Fees. The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.
(h) Payments, Charges and Marketing Contract. The amount which each member or stockholder shall be required to pay annually, or from time to time, if at all, to carry on the business of the associa- tion; the charge, if any, to be paid by each member or stockholder for services rendered by the association to him and the time of payment and the manner of collection; and the marketing contract between the association and its members or stockholders which every member or stockholder may be required to sign.
(i) Dividends. The amount of any dividends which may be declared on the stock or membership capital, which dividends shall not exceed eight percent (8%) per annum and which dividends shall be in the nature of interest and shall not affect the nonprofit character of any association organized hereunder.
(j) Membership, etc. The number and qualifications of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members, and of the shares of common stock; the conditions upon which and time when membership of any member shall cease; the automatic suspension of the rights of a member when he ceases to be eligible to membership in the association; and the mode, manner and effect of the expulsion of a member; the manner of
COL070307
18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 13 NONPROFIT COOPERATIVE ASSOCIATIONS
determining the value of a member’s interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors; and the conditions and terms for the repurchase by the corporation from its stockholders of their stock upon their disqualification as stockholders. In case of the expulsion of a member, and where the bylaws do not provide any procedure or penalty, the board of directors shall equitably and conclusively appraise his property interest in the association and shall fix the amount thereof in money, which shall be paid to him within one (1) year after such expulsion.
SOURCE: CC § 650.8.