DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
STATE OF *
IN THE MATTER OF THE INCORPORATION
OF
COOPERATIVE
ARTICLES OF INCORPORATION
We, the undersigned do hereby voluntarily associate ourselves together for the purpose of forming a cooperative association, with [or without] capital stock, under the provisions of the Consumer Cooperative Associations Act (Chapter 421C, * Revised Statutes) of the State of *.
ARTICLE I. NAME
The name of the association shall be COOPERATIVE.
ARTICLE II. PRINCIPAL PLACE OF BUSINESS
The association shall have its principal place of business in the town of , County of , State of *. The mailing address shall be .
ARTICLE III. PURPOSES
The association is formed for the following purposes:
1. to engage in anyone or more lawful mode or modes of acquiring, producing, building, operating, manufacturing, furnishing, exchanging, or distributing any type or types of property, commodities, goods or services for the primary and mutual benefit of the patrons of the association (or their patrons, if any) as ultimate consumers.
2. to market for its members and others any and all arts, crafts, and other handmade items or any products derived therefrom;
3. to engage in any activity in connection with the receiving, assembling, handling, grading, cleaning, standardizing, packing, preserving, drying, processing, transporting, storing, financing, advertising, selling, marketing, or distribution of any such arts, crafts, and other handmade items or any products derived therefrom;
4. to purchase for its members and others needed supplies and equipment;
5. to manufacture, process, sell, store, handle, ship, distribute, furnish, supply, and procure any and all such supplies and equipment;
6. and for all other purposes as allowed by applicable law.
ARTICLE IV. POWERS
This association shall have the following powers:
1. To borrow money without limitation as to amount of corporate indebtedness or liability; to give a lien on any of its property as security therefore in any manner permitted by law; and to make advance payments and advances to members and other producers,
2. To act as the agent or representative of any member or members in any of the activities mentioned in Article III hereof,
3. To buy, lease, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of the business of the association, or incidental thereto,
4. To draw, make, accept, endorse, guarantee, execute, and issue promissory notes, bills of exchange, drafts, warrants, certificates, and all kinds of obligations and negotiable or transferable instruments for any purpose that is deemed to further the objects for which this association is formed, and to give a lien on any of its property as security therefore,
5. To acquire, own, and develop any interest in patents, trade-marks, and copyrights connected with, or incidental to, the business of the association,
6. To cooperate with other similar associations in creating central, regional, or national cooperative agencies, for any of the purposes for which this association is formed, and to become a member or stockholder of such agencies as now are or hereinafter may be in existence,
7. To have and exercise, in addition to the foregoing, all powers, privileges, and rights conferred on ordinary corporations and consumer cooperative associations by the laws of this State and all powers and rights incidental or conducive to carrying out the purpose for which this association is formed, except such as are inconsistent with the express provisions of the act under which this association is incorporated, and to do any such thing anywhere; and the enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers which may by law be possessed by this association, all of which are hereby expressly claimed.
ARTICLE V. PERIOD OF DURATION
This association shall have perpetual existence.
ARTICLE VI. INCORPORATORS, INITIAL DIRECTORS AND OFFICERS
This association shall have at least (__) directors, which number may be changed from time to time by the bylaws, who shall be elected in the manner and for the terms provided in the bylaws.
The powers and authorities of this association are vested in and may be exercised by the board of directors of the association, subject to the laws of the State of *, to these articles, and to any provisions of the bylaws, provided that no bylaws so made shall invalidate any prior action of the directors which would have been valid if such bylaws had not been made.
The names and addresses of the incorporators and those who are to serve as the initial officers and directors are:
[Non-Stock Option]
NAME ADDRESS
Director and President
Director and Vice-President
Director and Secretary
Director and Treasurer
Director
Director
Director
At least two-thirds (2/3's) of the directors shall be members of the association or officers, directors, or members of a member association.
ARTICLE VII. CAPITAL STOCK
The association shall not have capital stock but shall admit applicants to membership in the association upon such uniform conditions as may be prescribed in its bylaws. This association shall be operated on a cooperative basis for the mutual benefit of its members as patrons of the associatoin. Any person shall be eligible to become a member of the association, regardless of race, gender, religion, income, martital status, or nationality.
The voting rights of the members of the association shall be equal, and no member shall have more than one vote upon each matter submitted to a vote at a meeting of the members.
The property rights and interests of each member in the association shall be unequal and shall be determined and fixed on a patronage basis, and the net proceeds from the business of the association shall be allocated to member-patrons in the proportion that the patronage of each member bears to the total patronage of all the members of the association.
[Stock Option]
NAME ADDRESS STOCK
(if organized as a stock cooperative
1 share
Director and President Common
1 share
Director and Vice-President Common
1 share
Director and Secretary Common
1 share
Director and Treasurer Common
1 share
Director Common
1 share
Director Common
1 share
Director Common
No directors own preferred stock.
At least two-thirds (2/3's) of the directors shall be members of the association or officers, directors, or members of a member association.
ARTICLE VII. CAPITAL STOCK
Section 1. Classes and Authorized Amounts. The capital stock of the Association shall consist of (___) shares, divided into (____) shares of common stock of the par value of ($____) per share, and (____) shares of preferred stock of the par value of ($___) per share. No class of stock shall be issued until paid for in full.
Section 2. Common Stock. The common stock of this Association may be purchased, owned, or held only by members who (1) patronize the Association in accordance with uniform terms and conditions prescribed by it, and (2) who have been approved by the Board of Directors.
The first share of common stock represents a membership in the organization. Each eligible holder of common stock shall be entitled to only one vote in any meeting of the stockholders upon each matter subject to a vote at a meeting of the stockholders.
In the event the Board of Directors of the Association shall find, following a hearing, that 1) any of the common stock of this Association has come into the hands of any person who is not eligible for membership; or 2) that the holder thereof has ceased to be an eligible member; or 3) that such holder has not, for a period of two (2) years, patronized the Association; such holder shall have no rights or privileges on account of such stock, or vote or voice in the management or affairs of the Association other than the right to participate in accordance with law in case of dissolution. The Association shall have the right, at its option, (a) to purchase such stock at its book or par value, whichever is less, as determined by the Board of Directors of the Association; (b) to require the transfer of any such stock at such book or par value to any person eligible to hold it; or (c) to require such holder of any such stock to convert it into shares of preferred stock of equal value.
In exercising its right to purchase or to require transfer or conversion of common stock to preferred stock, if such holder fails to deliver the certificate evidencing the stock, the Association may cancel such certificate on its books and issue a new certificate of common or preferred stock, as the case may be, to the party entitled thereto. The canceled certificate is thereby null and void.
The common stock of this Association may be transferred only with the consent of the Board of Directors of the Association and on the books of the Association, and then only to persons eligible to hold it. No purported assignment or transfer of common stock shall pass to any person not eligible to hold it, nor the rights or privileges on account of such stock, nor a vote or voice in the management of the affairs of the Association.
This Association shall have a lien on all of its issued common stock for all indebtedness of the holders thereof to the Association. No interest-dividends shall be paid on the common stock.
Section 3. Preferred Stock. This Association may issue preferred stock to members and non members. It shall be issued in series and shall carry no voting rights. Interest-dividends may be paid on preferred stock, when, if, and as declared by the Board of Directors and shall not exceed the current annual Consumer Price Index percentage increase, or eight percent (8%) per annum. Interest-dividends will not be cumulative.
Preferred stock may be transferred only on the books of the Association. It may be redeemed in whole or in part on a pro rata basis at par, plus any interest-dividends declared and unpaid, at any time on thirty (30) days' notice by the Association, provided said stock is redeemed in the same order as originally issued by years. If the owner fails to deliver any certificate evidencing such stock, the Association may cancel the stock on its books. Stock which has been redeemed may, in the discretion of the Board of Directors, be reissued or retired. All such preferred stock so redeemed shall be paid for in cash at the par value thereof, plus any interest-dividends declared thereon and unpaid; and such stock shall not bear interest-dividends after it has been called for redemption.
This Association shall have a lien on all of its issued preferred stock for all indebtedness of the holders thereof to the Association.
At the discretion of the Board of Directors, all dividends or distributions of the Association or any part thereof may be paid in certificates of preferred stock or credits on preferred stock or ad interim certificates representing fractional parts thereof, subject to conversion into full shares.
Total interest-dividends distributed for any single period shall not exceed thirty percent of the net savings for that period. The Association shall have the right to confiscate all interest-dividends not claimed within six months after the notice of the distribution has been made by either mail or by prominent sign in all the Association's locations.
Notwithstanding any of the foregoing provisions, the Board of Directors shall have the power, from time to time and at any time, to pay off or retire or secure a release or satisfaction of any preferred stock certificates to compromise or settle a dispute between a holder thereof and the Association, to settle an estate of a deceased or bankrupt stockholder, or to close out a stockholder's interest when he has moved from the territory.
Upon dissolution or distribution of the assets of the Association, the holders of all preferred stock shall be entitled to receive the par value of their stock, plus any interest-dividend declared and unpaid, before any distribution is made on the common stock.
ARTICLE VIII. AMENDMENT
These articles shall be subject to amendment from time to time, in accordance with law, and the association shall be subject to all general laws now in force or hereafter enacted with regard to consumer cooperative associations. Members shall be informed of the decision at least thirty days in advance through a mailing or a prominent notice at all association locations.
We certify that we have read the above statements and that the same are true and correct to the best of our knowledge and belief.
Signed this day of , 200_, by the undersigned incorporators.
STATE OF *
County of
On this day of , 200__, before me personally appeared to me know to be the person described in and who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed.
Notary Public, State of *
My commission expires:
Last Revised: August 27, 2001
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