Articles of Incorporation

Menomonie Market Food Co-op
Articles of Incorporation
Approved February 26, 2008

Article 1. Name of the cooperative:
The Menomonie Food Co-op

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 may be organized under Chapter 185 of the Wisconsin Statutes.

Article 4. The address of the cooperative’s principal office in Wisconsin is:
521 Second Street East Menomonie, WI 54751

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 12500 shares of capital stock of the following description:

Class A: 2000 shares; $25 par value per share
Class B: 9000 shares; $25 par value per share
Class C: 1500 shares; $500 par value per share

The preferences, limitations, designation, and relative rights of each class of stock are as follows:

Class A stock may be issued for cash to any eligible person or entity according to the bylaws. 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 in any meeting of the stockholders. 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 co-op’s Board of Directors.

Class B stock may be issued for cash or in payment of patronage refunds to any member. Class B is preferred stock without voting rights, except as provided in Wisconsin Statute Sections 185.52, 185.61, and 185.63. 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 co-op’s Board of Directors.

Class C stock may be issued for cash. Class C is preferred stock without voting rights, except as provided in Wisconsin Statute Sections 185.52, 185.61, and 185.63. The rate of dividend on Class C stock shall not exceed 8% of its par value for any year. Dividends of this class shall be cumulative. Class C stock is not transferable and shall only be traded on the books of the cooperative. The cooperative shall have a lien on all of its issued Class C stock for all indebtedness of the stockholders to the cooperative. Class C stockholders may request the cooperative’s Board of Directors to redeem their stock at any time, subject to the terms and conditions of each series of stock. Any redemption request requires approval of the cooperative’s Board of Directors.

The Board of Directors has the authority to issue Class C stock in multiple series. The Board shall establish the number of shares offered, rate of dividend, redemption terms, and any such additional terms and conditions as the Board deems appropriate at the time of issuance for each series of Class C Stock.

At the discretion of the Board of Directors, all dividends or distributions may be paid in certificates of Class B stock or credits on stock or ad interim certificates representing fractional parts thereof, subject to conversion into full shares.

The cooperative reserves the right to acquire or recall any stock, and shall pay the stockholder the par value of their stock, or its book value, whichever is lower, plus any dividend declared thereon.

In the case of dissolution or liquidation of the cooperative, there shall be given a preference to holders of Class C, then Class B, and finally Class A stock. The holders of Class B and Class C stock shall be entitled to receive the par value of their stock, or its book value, whichever is lower, plus any dividend declared thereon.

Article 9. The basis of distribution of assets upon dissolution, voluntary or involuntary, shall be provided by law, except as may be set forth in the Bylaws of this cooperative in any provision not prohibited by law.

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