§ 5. Applicability of business corporation law to cooperative
corporations. 1. The business corporation law applies to every
corporation heretofore or hereafter formed under this chapter, or under
any other statute or special act of this state, or under laws other than
the statutes of this state, which has as its purpose or among its
purposes the cooperative rendering of mutual help and service to its
members and which, if formed under laws other than the statutes of this
state, would, if it were to be formed currently under the laws of this
state, be formed under this chapter except a membership cooperative as
defined in section three of this chapter, to which the not-for-profit
corporation law shall apply. Any corporation to which the business
corporation law is made applicable by this section shall be treated as a
"corporation," "domestic corporation," or "foreign corporation," as such
terms are used in the business corporation law; provided, however, that
neither the purposes for which any such corporation may be formed under
this chapter nor its classification as a non-profit corporation shall
thereby be extended or affected. Any corporation to which the
not-for-profit corporation law is made applicable by this section shall
be a type D not-for-profit corporation.

(a) If any provision of the business corporation law conflicts with
any provision of this chapter, the provision of this chapter shall
prevail, and the conflicting provision of the business corporation law
shall not apply in such case. If any provision of this chapter relates
to a matter embraced in the business corporation law but is not in
conflict therewith, both provisions shall apply.

(b) The following provisions of the business corporation law shall not
apply to cooperative corporations: section two hundred one (a), section
four hundred three, the final clause of section five hundred one (a)
which reads "and no limitation or definition of dividend or liquidation
rights shall be effective unless at the time one or more classes of
outstanding shares, singly or in the aggregate, are entitled to
unlimited dividend and liquidation rights", section five hundred five,
section five hundred eighteen (c), section six hundred eight (a) and
(b), section six hundred nine, section six hundred fourteen (a), section
six hundred eighteen, section six hundred twenty-one, section six
hundred twenty-two, section six hundred thirty (a) (except as provided
in section forty-seven of this chapter), section seven hundred three
(a), section seven hundred four, and section eight hundred three (a).

(c) In applying the business corporation law to non-stock cooperative
corporations, unless the context requires otherwise, the terms
"shareholder" and "holder of shares" shall mean "member," and the terms
"shareholders" and "holders of shares" shall mean "members".

(d) In applying the business corporation law to corporations subject
to this chapter, unless the context requires otherwise, references to
the holders of a stated percentage or fraction of "all outstanding
shares," "all outstanding shares entitled to vote thereon," "the shares
entitled to vote," and "the outstanding shares, whether or not entitled
to vote," shall mean the stated percentage or fraction of the members or
delegates present and voting; provided, however, that this paragraph
shall not apply to shares of stock not evidencing membership.

2. For the purpose of this section and elsewhere in this chapter, the
effective date of the business corporation law shall be September first,
nineteen hundred sixty-seven.

3. Sections five hundred eight and five hundred fifteen of the
not-for-profit corporation law notwithstanding, a membership cooperative
shall be permitted to distribute any portion or all of its net retained
proceeds to its members pro rata on the basis of their patronage.