Articles Of Incorporation Of Cooperative

1. Name. The name of the cooperative is [name] Cooperative, Inc. (Cooperative).

2. Authority. Cooperative is being incorporated under Section ........ of the [name] Law of [state].

3. Duration. The duration of this cooperative corporation shall be perpetual.

4. Purpose. The primary purpose of Cooperative is to develop a market for [item]. Cooperative may also engage in any lawful activity that is not prohibited by the laws of [state].

5. Capital--Membership Certificates--Voting. The capital of Cooperative will be the total amount contributed by the members. Each member will receive a certificate stating the number of fully paid membership shares issued to the member. Each member shall be entitled to one vote for each membership share issued to him on any matter that may properly be brought before the members, with a maximum of [number] votes for each member.

6. Transfer, Sale, Etc., of Membership Shares. No member will transfer, sell, pledge, or assign member's interest in Cooperative or member's membership shares without the written consent of the Board of Directors.

7. Fees for Membership Shares. The fee for each membership share is ........ dollars ($........).

8. Refunds of Fees ........ percent (........%) of the membership fee will be refundable without interest, upon such terms and conditions as the Board of Directors may determine.

9. Directors. The Bylaws of Cooperative may provide for the election of directors for a term not exceeding [number] years. The Bylaws will provide for the annual election of ........ percent (........%) of the number of directors constituting the Board of Directors, which will be composed of not fewer than [number] nor more than [number] members of Cooperative.

10. Incorporators. The names and addresses of the incorporators are: [name], residing at [address]; [name], residing at [address]; [name], residing at [address].

11. Dissolution of Cooperative. If Cooperative should be dissolved, its assets remaining after paying all debts and the expenses of liquidation will be distributed in the following order:

a. Refund of Membership Fees. Members will receive an amount equal to unrefunded membership fees without interest. If there are not sufficient assets to return all unrefunded membership fees to the members, the assets will be distributed to the members in proportion to such unrefunded membership fees.

b. Remaining Assets. Any assets that remain after membership fees have been entirely refunded shall be distributed to the members in proportion to their membership contribution.

12. Adoption of Articles of Incorporation. Each of the incorporators has read and approved the Articles of Incorporation.


[city, state]



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