Sample Articles of Incorp. for GA

ARTICLES OF INCORPORATION

Incorporated as a Cooperative Marketing Association

State of Georgia

We, the undersigned, all of whom are residents and citizens of the State of Georgia, engaged in the production of agricultural products, do hereby voluntarily associate ourselves together for the purpose of forming a cooperative association, without capital stock, under the provisions of the Cooperative Marketing Act of the State of Georgia, and all amendments and additions thereto, as embodied in Section 3-10-80 to 3-10-111, both inclusive, of the Code of Georgia annotated.

ARTICLE 1

The name of the association shall be *, Inc.

ARTICLE 11

This association is formed for the following purposes: To engage in any activity in connection with * (the production, marketing, or selling of agricultural products of its members, or harvesting, preserving, processing, canning, packing, storing, handling, shipping, ginning, or utilizing thereof, or in connection with the furnishing to its members of farm business services, or in connection with the manufacture, selling, or supplying its members of machinery, equipment, or supplies, or for any one or more of the purposes specified herein.)

This association may deal in or handle products, machinery, equipment, supplies, and/or perform services for and on behalf of non-members provided that during any fiscal year the association shall not deal in and/or handle products, machinery, equipment, supplies, and/or perform services for and on behalf of non-members in an amount greater in value than such as are dealt in, handled and/or performed by it for and on behalf of members during the same period.

ARTICLE III

This association shall exercise and possess all of the rights, powers, and privileges necessary of incident to the purposes for which the association is organized or the activities in which it is engaged, and any other rights, powers and privileges granted to corporations of this kind by the Cooperative Marketing Act of Georgia, as amended, and addition thereto, any other rights, powers and privileges granted by the laws of the State of Georgia to ordinary corporations except such as are inconsistent with the express provisions of the Act under which this association is incorporated.

ARTICLE IV

The Association shall have its principal place of business in the city of * County of * State of Georgia, but the association shall have the right to establish branch offices in this State of elsewhere in the discretion of its board of directors. The initial registered office and principal mailing address is * (must not be a P.O. Box and should include the County).

ARTICLE V

The term for which this association shall exist is 50 years from and after the date of its incorporation.

ARTICLE VI

The number of directors of this association shall not be less than five. The names and addresses of those who are to serve as incorporating directors until the first annual meeting of the members or until their successors are elected and qualified. The incorporators are:

NAME ADDRESS

_____________________________ _________________________________________

ARTICLE VII

This association shall not have any capital stock, but shall admit applicants to membership in the association upon such uniform condition as may be prescribed by the board of directors of the association, or in its bylaws. This association shall be operated on a cooperative basis for the mutual benefit of its members as producers, and membership in the association shall be restricted to producers, who shall patronize the association. The voting rights of the members of the association shall be equal and no members shall have more than one vote. The property rights and interests of each member in the association shall be unequal; and shall be determined and fixed in the proportion that the patronage of each member shall bear to the total patronage al all the members with the association, but in determining property rights and interests all amounts allocated to each patron or evidenced by certificates of any kind shall be excluded. New members admitted to membership shall be entitled to share in the property of the association, in accordance with the foregoing general rule. No voting by proxy will be permitted.

ARTICLE VIII

Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association to the amount exceeding the sum remaining unpaid on his membership fee.

ARTICLE IX

Wherefore, petitioners pray to be incorporated under the name and style aforesaid for perpetuity, with the powers, privileges, and immunities herein set forth and also such as are now or may hereafter be allowed a corporation of similar character under the laws of Georgia.

In witness whereof we have hereunto set our hands, this the * day of , 200*.

__________________________ ___________________________

Last Revised: September 5, 2001

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