dissenting.
I respectfully dissent. The majority opinion consciously confuses the distinction between findings of fact and conclusions of law.
Mary Schill sought summary judgment, showing that S & S Farms had voluntarily dissolved and that the Oil Company “maintains a policy of immediate redemption of the capital credits upon the death of a natural patron.” Citing In Re Great Plains Royalty Corporation, 471 F.2d 1261 (8th Cir.1973), Mary Schill argued that the Oil Company’s “stock retirement policy illegally discriminate[d] against [her] and violate[d] both statute as well as the contractual relationship as determined by the [Oil Company’s] By-laws.”
The Oil Company resisted summary judgment on grounds that “all interest ... of all assets of S & S Farms was assigned [to] Mary Schill” on May 1, 1985 so that, when it voluntarily dissolved, S & S Farms “had absolutely no patronage stock credits to retire because they had no assets.” The Oil Company attached affidavits showing its articles, its bylaws, and its relevant minutes, as well as the assignment to Mary Schill. The minutes showed that its board had approved “transfer of S & S Farms stock credits/capital credits ... effective May 1, 1985, with all stock transferred to be held in the name of Mary Schill and retired upon her death pursuant to Board Policy and availability of funds.... ” The minutes also said that “such transfer is approved because of considerations relating to her status as a stockholder of S & S Farms and the Farmers Union Oil Company....”
The Oil Company resisted Schill’s suggestion that its stock retirement policy “illegally discriminate[d]” against her, relying on Richardson v. South Kentucky Rural Electric Cooperative Corporation, 566 S.W.2d 779 (Ky.App.1978) to show that a cooperative can justifiably distinguish between the death of a natural person and the voluntary dissolution of a corporation for early retirement of patronage stock credits.
In beginning its analysis, the trial court observed that it had to first determine “who, in fact, own[ed] the patronage capital ... dividends.” The trial court made findings of fact that “the board unilaterally transferred the capital credits” in January 1988 “without the proper compliance” with its bylaws on transfers of stock although lack of compliance not conceded by the Oil Company. The trial court went on to find that the “transaction of January [1988] was invalid and without effect” so that the “capital credits actually belonged] to S & S Farms.” The trial court also found that the voluntary dissolution of S & S Farms “was the death of that cooperative” and, citing In re Great Plains, supra, ruled that the Oil Company must pay out the stock credits pursuant to its “policy of paying out capital credits upon the death of the patron.” The judgment ordered “that the capital credits be paid to S & S Farms and assignee Mary Schill ... within 60 days of the date of this Judgment unless ... [the] Oil Company[ ] sets forth ... by motion, reason why payment of those amounts would, in fact, financially harm or cause financial difficulty that would be irreparable ....,” (My emphasis).
On appeal, the Oil Company argued mainly that there was an issue of material fact about whether “transfer of patronage stock from S & S Farms to Mary Schill was in compliance with” its bylaws, thus making summary judgment inappropriate. The Oil Company argued that the transfer cannot be found invalid as a matter of law, *413that Mary Schill was the owner of the patronage stock through her assignment, and that she “now improperly seeks an early retirement of these stocks” when they “should properly be retired upon application by her estate.”
Mary Schill responded that the Oil Company’s “argument that it somehow transferred the capital credits of S & S Farms to Mary Schill is without factual or legal basis.” She argued that the “assignment was ineffective” because the Oil Company had no authority from her to make the transfer on its records. She also argued that the estate of a voluntarily dissolved corporation “is entitled to the same treatment as that given to the estate of an individual patron who dies.”
State law authorizes a cooperative to adopt articles and bylaws with provisions governing distribution and redemption of patronage credits and stock. NDCC 10-15-11, 10-15-20, and 10-15-33(4) and (5). Articles of incorporation and the bylaws of a cooperative are a contract between a cooperative and a patron. Evanenko v. Farmers Union Elevator, 191 N.W.2d 258 (N.D.1971). Thus, the courts must look to relevant provisions of a cooperative’s articles and bylaws.
The Oil Company’s articles of incorporation said:
“All savings ... shall be distributed to patrons annually or oftener on the basis of patronage, taking into consideration the source from which the income accrues and shall be applied toward the purchase of ... stock,
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“All savings (net profits) of the association, ... shall belong to the patrons of the association, and any amounts placed in reserves ... shall be deemed to be capital contributions by such patrons, so that the book value of the capital stock of the association shall never exceed the par value thereof.
“Transfers of stock shall only be made with the approval of the Board of Directors and shall only be made upon the books of the association by the stockholder in person or pursuant to a power-of-attorney duly executed and acknowledged and filed with the Secretary of the association, and upon surrender of the certificate for such shares.... ”
And, the Oil Company’s bylaws said:
“Distribution. All of the annual savings ... shall be distributed annually to the patrons of the association on the basis of their respective patronage. There shall be no discrimination between patrons, but due regard shall be given to the source from which such savings accrues, and separate allocations and distributions shall be made for the marketing and purchasing operations as separate divisions of this association. Patronage refunds shall constitute a contribution to the capital of the association and shall be distributed in the capital stock of the association, ... at its par value, or by credits where the patronage refund does not equal the par value of a share of stock.
“Retirement of Common Stock. The board of directors may retire at par value the common stock of any stockholder who knowingly and intentionally violates any provisions of the Articles of Incorporation or By-laws of this association, or who ceases to be a patron of this association for one year, or who moves from the territory served by this association. In addition the board of directors may, in their discretion and in accordance with law, retire the common stock of this association at par value at any time, but in so doing they shall either:
“(a) Retire the same proportion of the total common stock held by each stockholder, or
“(b) Retire all or the same proportion of all of the capital paid in by each patron in any year or years represented by common stock.”
A stockholder’s rights to early retirement of stock credits in the Oil Company are controlled by this last bylaw on retirement.
A “through-the-looking-glass,” surrealistic quality permeated the appellate arguments. The Oil Company, after having once refused to record an assignment of its stock credits from S & S Farms to Mary *414Schill, argued that another assignment was effective even though the assignee had not submitted it to change record ownership. The assignee, Mary Schill, insisted that the assignment was not effective even though, as the judgment reflected, she relied on it for her exclusive claim to the stock credits.
If, by virtue of her assignment, Mary Schill owned the stock credits for several years before S & S Farms voluntarily dissolved, then the Oil Company was right. Upon voluntary dissolution, S & S Farms owned nothing. Before a cooperative can voluntarily dissolve, all of its assets must have been distributed to those entitled and all liquidation activities completed. NDCC 10-15-45. Voluntary dissolution of S & S Farms was irrelevant if there was an effective assignment, whether or not the assignment was shown on the records of the Oil Company.
How and when the transfer of ownership was recorded by the Oil Company was not material. See Golden v. Oahe Enterprises, Inc., 90 S.D. 263, 240 N.W.2d 102, 108 (1976) (“... [A] certificate is mere evidence of ownership.... Issuance and delivery of the stock certificate are not essential to ownership.” See also, Calvert v. Bongards Creameries, 835 F.2d 1222 (8th Cir.1987) (A bankruptcy trustee’s rights are limited to those the debtor had under state law, so trustee cannot transfer patron certificates without approval of cooperative’s board of directors.). Bylaws invalidating a transfer of stock until the transfer is entered in the corporate record do not affect ownership rights, but rather are intended for the protection of the corporation. See Fletcher Cyc. Corp. §§ 4205 and 5496 (1982 ed.). See also Remillong v. Schneider, 185 N.W.2d 493, 497 (N.D.1971). Under its contract with its patrons, transfer and ownership of stock in the Oil Company was exclusively controlled by its board of directors. That provision in the articles was binding on any assignee of the stock credits. At least, these factors show material issues of fact existed about the intent of the parties as to ownership of the stock credits.
Under the bylaws, the board of directors of the Oil Company “may retire” the stock of “any stockholder ... who ceases to be a patron ... for one year.” As we said in Evanenko v. Farmers Union Elevator, supra, addressing similar bylaws, it is for “the board of directors, in the exercise of its sound discretion, [to] determine[] that such payments can be made in cash without causing undue financial hardship to the cooperative.” 191 N.W.2d at 261. As Evanenko recognized, the business and affairs of a cooperative are managed by its board of directors. NDCC 10-15-25(1).
Only if the contract between a cooperative and its stockholder, embodied in its articles and bylaws, mandates retirement and has been broken, can a stockholder force a cooperative to retire her stock. Whether a cooperative may adopt policies for redemption of its stock credits upon the death of a natural person without providing similar procedures for events subject to manipulation, like the voluntary dissolution of a corporation, is essentially a matter of interpreting the contract between the cooperative and the stockholder. See Lillethun v. Tri-County Electric Coop., Inc., 152 N.W.2d 147 (N.D.1967) (cooperative board of directors can make reasonable classifications). While “there shall be no discrimination between patrons” for allocations of patronage savings, no similar limitation is made for retirements in the bylaws. The bylaws neither require nor prohibit retirements upon death of a natural person or upon dissolution of an artificial entity. An issue of breach of contract, not clearly delineated by the terms of the contract, should await resolution in a proper case where the issue is factually developed, fairly argued, and fully submitted.
“When the trial court deems it necessary to make inferences from surrounding circumstances, resolve ambiguities in a written contract, and to make findings of fact, the entry of a summary judgment is generally inappropriate.” Brown v. North Dakota State University, 372 N.W.2d 879, 883 (N.D.1985). Since there were factual issues about the contractual obligation to retire the stock credits, as well as about ownership of them, there were genuine is*415sues about material facts precluding judgment as a matter of law. NDRCivP 56(c). I believe that the summary judgment should be reversed.
Therefore, I respectfully dissent.
LEVINE, J., concurs.