Incorporation


Article One

The name of the corporation is Prairie Food Co-op.

Article Two

The name and address of the initial registered agent and its registered office are: Jeremy Nash, Lombard, Illinois, 60148 in DuPage County

Article Three

The duration of the corporation is perpetual.

Article Four

The purpose of the corporation shall be primarily to provide to its shareholders and others all sorts of groceries, provisions, and any other articles of merchandise for cash or otherwise at wholesale or retail at such reasonable prices over the cost thereof as will enable shareholders to obtain such commodities at the smallest practicable rate of cost and otherwise to transact any and all lawful business for which a cooperative corporation may be incorporated.

The corporation is organized and shall be operated on a cooperative and nonprofit basis for the primary and mutual benefit of its shareholders as patrons of its services.

Article Five

Shares shall be of common class, with a par value of $100 per share, and 200,000 authorized shares.

Article Six

The class and number of shares to be issued by the corporation before it shall commence business and the consideration to be received by the corporation is as follows: 10 shares issued at $100 per share of common stock for a total of $1000 to be received.

Article Seven

The number of directors to be elected at the first meeting of shareholders is seven.

Article Eight

(a) It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $0.

(b) It is estimated that the value of the property to be located within the State of Illinois during the following year will be $0.

(c) It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $0.

(d) It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be $0.

Article Nine

The names of persons to serve as directors until the first election of directors at a meeting of shareholders are:

  • Jeremy Nash, Lombard, Illinois
  • Katherine Nash, Lombard, Illinois
  • Stephanie Eby, Lombard, Illinois
  • Rob McKenzie, Glen Ellyn, Illinois
  • Emily Prasad, Lombard, Illinois
  • Marie Conlin, Lombard, Illinois
  • Kristin R. Krueger, Villa Park, Illinois

Article Ten

Shareholders shall be entitled to one and only one vote on each matter presented to a vote of shareholders irrespective of the number of shares owner or subscribed for.  Shareholders may vote by proxy only under such limited circumstances designed to preserve the democratic character of the corporation as shall be set forth in the by-laws of the corporation.

Article Eleven

The realized net earnings of the corporation, to the extent attributable to the patronage of shareholders, shall be allocated and distributed among shareholders in proportion to their patronage and in such manner and at such time as to constitute patronage dividends within the meaning of federal income tax law.

Article Twelve

Dissolution of the corporation may be approved by a two-thirds vote of shareholders at any regular or special meeting of shareholders called in whole or in part for that purpose.  On dissolution of the corporation its assets shall be distributed in the following manner and order:

(i) by paying or making provision for payment of all liabilities and expenses of liquidation

(ii) by redeeming deferred patronage dividends, if any, which, if they cannot be paid in full, shall be paid in the order of the oldest outstanding amounts

(iii) by redeeming common shares, which if they cannot be paid full, shall be paid on a pro rata basis among all outstanding amounts

(iv) by distributing any remaining assets to shareholders in proportion to their patronage over the preceding five years or as otherwise determined at a meeting of shareholders

Names of Incorporators

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true. (note: signatures available on original and addresses not made public in this forum)

Dated: 1/18/2013

  1. Katherine Nash, Lombard, Illinois
  2. Stephanie Eby, Lombard, Illinois
  3. Emily S Prasad, Lombard, Illinois
  4. Jeremy Nash, Lombard, Illinois
  5. Robert McKenzie, Glen Ellyn, Illinois

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