Articles of Incorporation

Sec. 185.05

State of Wisconsin State of Wisconsin
Wis. Stats. Department of Financial Institutions

 ARTICLES OF INCORPORATION - COOPERATIVE

 Executed by the undersigned for the purpose of forming a Wisconsin cooperative under Ch. 185 of the Wisconsin Statutes:

Article 1. Name of the cooperative: New Leaf Market Cooperative

Article 2. Its term of existence shall be perpetual.

Article 3. The cooperative is organized to engage in any lawful activity within the purposes for which a cooperative association may be organized under Chapter 185 of the Wisconsin Statutes.

Article 4. The address of the cooperative is:
New Leaf Market Cooperative
c/o Downtown Green Bay Charities, Inc.
130 East Walnut Street, Suite 501
Green Bay, WI 54301

Article 5. The number of directors constituting the board of directors shall be fixed by bylaw.

Article 6. The classes of members are all of a single class.

Article 7. The cooperative is organized with capital stock.

Article 8. The cooperative is authorized to issue 2000 shares of capital stock of the following description:

Number of Shares

Class

Par Value

Rights & Preferences

1000

A

$180

Class A stock shall be the membership stock of the cooperative. Each member shall hold only one share of Class A stock, and eligible holders shall be entitled to one vote. No dividends shall be paid on Class A stock. Class A stock is not transferable and shall only be traded on the books of the cooperative. Class A stockholders may request the cooperative’s Board of Directors to redeem their stock at any time. Any redemption request requires approval of the cooperative’s Board of Directors.

1000

B

$25

Class B preferred stock is without voting rights,
except as provided in Wisconsin Statute Sections 185.52, 185.61, and 185.63. Class B stock may be issued for cash or in payment of patronage refunds to any member. No dividends shall be paid on Class B stock. Class B stock is not transferable and shall only be traded on the books of the cooperative. Class B stockholders may request the cooperative’s Board of Directors to redeem their stock at any time. Any redemption request requires approval of the cooperative’s Board of Directors.

Article 9. Upon liquidation, the cooperative’s assets shall be distributed on the following basis:

Any sum remaining after payment of all debts and obligations shall be distributed to the members of the cooperative proportionally up to the book value of their stock and retained accumulated patronage refunds. All remaining corporate assets shall be distributed to one or more Wisconsin non-profit organizations.

Article 10. These articles of incorporation may be amended to change the foregoing basis for distribution of assets liquidation of the cooperative.

Article 11. Executed on ____July 28, 2010____________________(date) by the undersigned incorporators, who will act as the temporary board of directors: (NOTE: Sign this document before a Notary Public.)

INCORPORATOR’s Name and Business Address

Signature

Carol Karls
Wisconsin Public Service
P.O. Box 19001
Green Bay, WI 54307-9001

Lynn Walter
MAC B310
University of Wisconsin-Green Bay
Green Bay, WI 54311

Karen Early
Brown County UW-Extension
1150 Bellevue Street
Green Bay, WI  54302

Fred Depies
509 Diane Court
Chilton, WI 53014

Karen Kohlbeck
2171 S. Courtland
Green Bay, WI 54313

Crystal Osman
Downtown Green Bay, Inc.
130 E. Walnut, Suite 501
Green Bay, WI 54301

 

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