Articles of Incorporation
CERTIFICATE OF INCORPORATION
OKLAHOMA FOOD COOPERATIVE
The name of this organization is the Oklahoma Food Cooperative, a cooperative enterprise organized under Title 18, Chapter 10, Section 421 of the Statutes of the State of Oklahoma.
The purpose of this cooperative is to provide retail marketplaces that sell Oklahoma grown and/or Oklahoma processed foods and non-food items, for the mutual benefit of its producer and customer members. The activities of the Oklahoma Food Cooperative are governed by its Core Values of social justice, environmental stewardship, and economic sustainability. The cooperative shall educate members, and the general public, regarding cooperative principles, the local food movement, its core values, and the practical implementation of these principles. This association shall be operated on a cooperative basis for the mutual benefit of its members as patrons and owners of the cooperative.
Acting as the agent of producer members, the Oklahoma Food Cooperative will publicize to its members the products that its producer members have for sale, receive orders from customer members, provide a way for products to be delivered to other members of the cooperative, collect payment from the customers and forward the payments to the producers. Acting as the agent for customer members, we will provide them a catalog of available local food products that includes information about how and where the product was grown or processed. We receive their orders and notify the appropriate producers, arrange for the food to be delivered, receive and process their payments. For both producer and customer members, we will provide a basic screening of products and producers based on our published parameters, and education and training regarding the use and the advantages of local foods. The essential business of the cooperative is to provide a marketplace where our members who are willing buyers and sellers can meet.
This cooperative shall have the power to conduct all lawful business in the state of Oklahoma, including but not necessarily limited to the operating of retail marketplaces that sell Oklahoma grown and/or Oklahoma processed foods and non-food items, and shall have, exercise, and possess all the rights, powers, and privileges generally granted to a cooperative corporation by the laws of the State of Oklahoma, including (1) To borrow money within the limits allowed by law and to give a lien on any of its property as security therefore in any manner permitted by law; (2). To buy, lease, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of the business of the association, or incidental thereto, (3) To draw, make, accept, endorse, guarantee, execute, and issue promissory notes, bills of exchange, drafts, warrants, certificates, and all kinds of obligations and negotiable or transferable instruments for any purpose that is deemed to further the objects for which this cooperative is formed, and to give a lien on any of its property as security therefore, (4) To acquire, own, and develop any interest in patents, trade-marks, and copyrights connected with, or incidental to, the business of the association, (5) To cooperate with other similar associations in creating central, regional, or national cooperative agencies, for any of the purposes for which this association is formed, and to become a member or stockholder of such agencies as now are or hereinafter may be in existence, (6) To have and exercise, in addition to the foregoing, all powers, privileges, and rights conferred on ordinary corporations and cooperative associations by the laws of the State of Oklahoma and all powers and rights incidental or conducive to carrying out the purpose for which this association is formed, except such as are inconsistent with the express provisions of the act under which this association is incorporated, and to do any such thing anywhere; and the enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers which may by law be possessed by this association, all of which are hereby expressly claimed.
FOUR: MEMBERSHIP SHARES
- The Board of Directors is authorized to issue as many shares of stock as is necessary to provide each person who desires to become a member with one (1) share of stock upon their payment of its actual value or par value, whichever is greater. There is only one class of stock, and the Cooperative shall not issue any other classes of stock. The par value of each membership share is $50. Membership share stock may be authorized at any board meeting and the number of shares issued is always based on the applications for membership received at that meeting. The initial number of shares to be issued is 250.
- The actual value price of a membership share is determined by dividing the value of the cooperative as determined by the board of directors by the number of members. The board may take all relevant factors into consideration in determining this value, including annual revenues of the cooperative, the transportation and communications links and routes developed by the cooperative, goodwill and name recognition, cash on hand and the value of the fixed assets of the cooperative, provided however that the share price may never be less than the value of the fixed assets of the cooperative plus capital cash on hand, divided by the number of members. The purpose of this article is to ensure that all of the value of the cooperative is owned equally by the members, and that the value of a share reflects the member's ownership in the cooperative, thus dividing the ownership of the cooperative equitably among all its customer and producer members.
- No person, persons, or other legal entity may own or vote more than one membership share in the cooperative; however, any person may give money to the cooperative to pay for shares of stock for low income persons who desire to be cooperative members but who do not have sufficient funds to pay for the membership. Shares may not be transferred directly from members to non-members or between members.
- If a member desires to leave the cooperative, or is expelled, the cooperative shall buy back that membership share at the actual value within 90 days of receiving a written request or expelling a member. It shall then cancel that share on its books. The member may elect to donate his or her share to the cooperative, in which case the value of the share shall be paid to the fund that finances membership stock purchases for low-income people.
- The Board may extend credit to nonmembers to enable them to purchase a membership share on an installment payment plan, under terms approved by the Board of Directors. Pending full payment of the membership share a member may not vote or hold office in the cooperative but they may exercise member privileges and rights as a customer and producer patron of the cooperative's marketplaces.
- No certificate of membership stock can or shall be assigned, either voluntarily or involuntarily, or by operation of law, nor can any membership or membership rights, voting or property rights of a member in the Cooperative be assigned, transferred, alienated, or encumbered in any manner or by any means whatsoever. Any purported or attempted assignment, transfer, alienation, or encumbrance of either the certificate of membership stock, or of the membership, or membership and property rights, shall be null and void and confer no rights upon the purported assignee, transferee or claimant. Provided, nothing herein shall prevent the donation of the share to the co-op by a resigning member, nor shall it prevent making donations or applying for grants to pay for the share for a person of poverty, nor shall it prevent the transfer for repurchase, of the member's share, back to the co-op.
The duration of this cooperative shall be perpetual.
SIX: Registered Office
The principle place of business of the Oklahoma Food Cooperative is 1524 NW 21, Oklahoma City, Oklahoma 73106.
EIGHT: COOPERATIVE ASSEMBLY
- The members are the supreme governing body of this cooperative and are the only owners of this association.
- Members of the cooperative are those persons or other legal entities that purchase a membership capital share in the cooperative. There are two classes of members: producers and customers. The two classes are equal in their rights and privileges and responsibilities of membership, but they differ in their voting rights for the two Vice Presidents of the Cooperative. A member may change their classification from customer to producer, or producer to customer, by notification to the Secretary of the Cooperative. All members of a shareholder's household share in the rights and privileges of membership, and may buy, sell, and hold office in the cooperative, but only one vote is exercised per membership in the Cooperative Assembly. Before each annual meeting, each household shall certify to the Secretary of the Cooperative the person who will exercise that household's vote at the annual meeting. For the purpose of these articles, "household" is defined as 2 or more persons residing at a common address or in the case of producers, 2 or more persons who are partners in a business enterprise. At the discretion of the board of directors, these definitions may be broadened to include institutions, retirement complexes, religious organizations, or other larger groups of people.
- Membership in the cooperative is open to both customers and producers of Oklahoma food products or other Oklahoma products that are authorized by the Board of Directors. Any person shall be eligible to become a member of the association, regardless of race, gender, religion, income, marital status, culture, or nationality. Groups shall be eligible for membership at the discretion of the board of directors.
- The board of directors must approve all applications for membership. Between meetings the Board may accept members by unanimous consent.
- The voting rights of the members of the cooperative shall be equal, except for the election of the Producer and Customer vice presidents, which elections have membership electorates limited by the appropriate declaration of the member, and no member shall have more than one vote upon each matter submitted to a vote at a meeting of the members.
- The property rights and interests of each member in the fixed assets of the association shall be equal and are determined based on the ownership of each member of one share of the cooperative. The property rights and interest of each member in the membership patronage surplus of the cooperative, if any, shall be determined and fixed on a patronage basis, and the surplus from the member patronage business of the association shall be allocated to member-patrons in the proportion that the patronage of each member bears to the total patronage of all the members of the association. The property rights and interest of each member in the nonmember surplus of the cooperative, if any, are equal.
- Members may be expelled for cause from the cooperative by a 2/3rds vote of the Board of Directors, acting upon the recommendation of the Discipline Committee, which shall make such recommendations based on a 2/3rds vote of its members. Expulsions may be appealed to the Cooperative Assembly. Members who are expelled shall receive the actual or par value of their membership share, whichever is greater. Cause for expulsion can include illegal activity, fraudulent affidavits regarding the Oklahoma origin or production practices of products sold through the cooperative, and prolonged and egregious inability or unwillingness to follow cooperative standard operating procedures.
- The supreme governing body of the cooperative is the Cooperative Assembly, which is the annual or special meeting of the members. The Cooperative Assembly shall meet at least once each year to elect members of the Board of Directors and Officers of the Cooperative, approve or reject proposed changes to these Articles of Incorporation, consent to or repeal any action of the Board of Directors submitted to their vote, and conduct other such business as comes before the cooperative.
- In accordance with law, notice of the time and place of holding each annual meeting shall be published not less than two (2) weeks previous thereto in the newspaper printed nearest to the place where the principal office or place of business of the corporation is located. A quorum shall consist of at least ten percent (10%) in number of all the stockholders or subscribers for stock who are entitled to vote. Notice shall also be posted at the cooperative's website and mailed to all members.
- Special meetings of the members may be called at any time by the Board of Directors of the Cooperative or by a petition calling for a membership meeting and specifying the agenda, signed by 5% of the membership of the cooperative or 250 members, whichever is less. If such a petition is submitted, the Secretary of the Cooperative must schedule a membership meeting within 30 days of its receipt by the Secretary. Written notice of every regular and special meeting of members shall be prepared and mailed to the last known post office address of each member, and posted on prominent signs at all association locations, not less than 10 (ten) days before such meeting. Such notice shall state the nature of the business expected to be conducted and the time and place of the meeting. No business shall be transacted at any special meeting other than that referred to in the notice. In all consideration of decisions to amend the articles or bylaws, as the case may be, the members shall be informed of such consideration at least twenty five (25) days in advance through a mailing to all the cooperative members and a prominent notice at all cooperative locations.
The officers of the Cooperative shall be:
TEN: THE BOARD OF DIRECTORS OF THE COOPERATIVE
- President. The president shall (1) preside over all meetings of the association and of the board of directors; (2) call special meetings of the board of directors; (3) appoint such additional committees for special or regular purposes as the board of directors may deem advisable for the proper conduct of the cooperative; (4) is responsible for appointing and removing management as provided for by the Board of Directors, provided however that if the Cooperative hires a General Manager, said appointment shall be by the Board of Directors and at that time the General Manager shall be responsible for supervising, appointing, and removing if necessary the other management employees and volunteers of the cooperative, (5) Serve as chair of the Cooperative Administration and Operations Committee, and (6) perform all acts and duties usually performed by a presiding officer and in the absence of a General Manager employed by the cooperative, the duties of a General Manager. In the event of the absence or disability of the President, his or her duties shall be exercised by the Vice President for Producers or the Vice President for Customers, in rotation.
- Vice President for Producers. The Vice President for Producers shall affirmatively represent the views and needs of the producer members of the cooperative, and rotate with the vice President for Customers in fulfilling the duties of the President in the event of his or her absence or disability. If the cooperative does not have a General Manager, the Vice President for Producers shall assist the President in the general management of the cooperative.
- Vice President for Customers. The Vice President for Customers shall affirmatively represent the views and needs of the Customer members of the cooperative, and rotate with the vice President for Producers in fulfilling the duties of the President in the event of his or her absence or disability. If the cooperative does not have a General Manager, the Vice President for Customers shall assist the President in the general management of the cooperative.
- Secretary. The secretary shall keep a complete record of all meetings of the association and of the board of directors and shall have general charge and supervision of the books and records of the association. The secretary shall sign papers pertaining to the association as authorized or directed by the board of directors. The secretary shall serve all notices required by law and by the articles of incorporation and the bylaws and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. There shall be a corporate seal, and the secretary shall have custody of it. The secretary shall keep all books of blank membership stock certificates, complete and countersign all membership stock certificates issued; shall keep complete membership certificate ownership records; shall make all reports required by law; and shall perform such other duties as may be required by the association or the board of directors. Upon the election of a successor, the secretary shall turn over all books and other property belonging to the association.
- Treasurer. The treasurer shall be responsible for the keeping and disbursing of all monies of the association, and shall keep accurate books of accounts of all transactions of the association. The treasurer shall perform such duties with respect to the finances of the association as may be prescribed by the board of directors. At the expiration of his or her term of office, the treasurer shall promptly turn over to the successor all monies, property, books, records, and documents pertaining to his office or belonging to the association.
- Chief Information Officer. The CIO shall be responsible for the development and operation of the cooperative's computer systems. Because of the nature of this office, the CIO shall be appointed by the Board of Directors.
- The officers shall serve terms of three years and may succeed themselves in office. Whenever a vacancy occurs in the officers, other than from the expiration of a term of office, the Board of Directors shall appoint a member to fill the vacancy until the next regular meeting of the members. If the term of the vacating director does not expire at that regular member meeting, a special election shall be held to select a director to fill the year or years remaining in that term.
- The first officers of the Oklahoma Food Cooperative shall be the officers of the Oklahoma Food Cooperative Organizing Committee, they shall serve until the first meeting of the Cooperative Assembly at which time the cooperative president, vice presidents for customers and producers, secretary, and treasurer shall be elected.
ELEVEN: STANDING COMMITTEES
- The members of the Board of Directors of the Cooperative are (a) the officers of the cooperative including the CIO, (b) one representative of the employees of the Cooperative (if the cooperative has employees), who is elected by the employees and (c) five or six members elected at large by the membership (five or six in order to make the membership of the board an odd number). If the cooperative hires a general manager, he or she shall also be a member of the Board of Directors.
- The Board shall be in charge of the general operations of the cooperative, shall determine the need for cooperative management and make appropriate arrangements for management employees or volunteers, to be appointed by the President or General Manager. The board shall authorize the employment of such other employees, agents, experts, and counsel as it from time to time deems necessary or advisable in the interest of the association. The Board, shall vote on the purchase and sale of property, is authorized to borrow money and apply for grants, and have other rights and privileges as provided by law, these articles, the cooperative's Bylaws, or the vote of the members. The powers and authorities of this cooperative may be exercised by the board of directors of the cooperative, subject to the laws of the State of Oklahoma, to these articles, and to any provisions of the bylaws. The board of directors shall have installed an accounting system which shall be adequate to meet the requirements of the business and shall require proper records to be kept of all business transactions. The Board of Directors may not obligate the Cooperative for a debt larger than the value of the stock of the Cooperative.
- Board members shall serve for 3 years and may succeed themselves in office. They may receive compensation for their expenses in attending meetings, to be determined by the Board, which may include mileage, accommodations, and meals, but they shall not receive a salary from the cooperative. All officers and board members must be members of the cooperative.
- Whenever a vacancy occurs in the board of directors, other than from the expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy until the next regular meeting of the members. If the term of the vacating director does not expire at that regular member meeting, a special election shall be held to select a director to fill the year or years remaining in that term.
- Regular meetings of the board of directors shall be held at least quarterly, and at such other times and at such places in the state of Oklahoma, as the board may determine. The Board of Directors may conduct business by unanimous consents in lieu of meeting, if the consent clearly states the matter decided and is signed by all of the directors of the association who would be eligible to attend and vote at a regular meeting of the board. A special meeting of the board of directors shall be held whenever called by the president or by three of the directors. Only the business specified in the written notice shall be transacted at a special meeting. Each call for a special meeting shall be in writing, shall be signed by the person or persons calling the meeting, shall be addressed and delivered to the secretary, and shall state the time and place of such meeting. Oral or written notice of each meeting of the board of directors shall be given each director by, or under the supervision of, the secretary of the Cooperative not less than seventy-two (72) hours prior to the time of meeting. But such notice may be waived by all the directors, and their appearance at a meeting shall constitute a waiver of notice. A majority of the board of directors shall constitute a quorum at any meeting of the board.
- First board election: At the first meeting of the stockholders, there shall be elected the five at-large directors, one of whom shall serve one (1) year, two of whom shall serve two (2) years, and the remaining two of whom shall serve three (3) years. As the term of office of each of these directors expires a successor shall be elected, who shall serve for three (3) years, unless sooner removed, or until his successor is elected and qualified.
- Any director or officer of such corporation may be removed by a majority vote of the stockholders at any regular or special stockholders' meeting lawfully called, and the vacancy may be filled at such meeting or by the remaining directors at any regular or special meeting thereafter.
- The Board may by a 2/3rds majority vote refer decisions to the membership meeting, or a petition signed by 5% of the membership may refer such actions. A membership meeting must be held within 30 days of the Board's vote or the submitting of a valid referendum petition.
The following are the standing committees of the cooperative. Their activities are governed by the provisions of the cooperative's bylaws and/or action of the Board of Directors: Finance, Audit, Producer Standards and Compliance, Cooperative Administration and Operations, Discipline and Arbitration, Education and Core Values, Membership, Elections. The Finance Committee shall arrange for the cooperative's financial accounting systems, procedures, and work. Audit Committee shall audit the financial records and board actions of the Cooperative. Producer Standards and Compliance ensures that products sold in the cooperative's marketplaces are licit for sale under our procedures. The Cooperative Administration and Operations committee is responsible for the work involved with operating the cooperative's marketplaces and computersystems. The Discipline and Arbitration committee considers membership expulsions or sanctions and arranges for arbitration in the event of disagreement between members of the cooperative. The Core Values and Education committee provides education to members regarding the cooperative's core values and their practical implementation, as well as the principles of the international cooperative movement. The Membership committee is responsible for recruiting new members.
The liability of members, officers, and directors of the cooperative is limited to the amount of the actual value of their membership share in the cooperative. The Cooperative may indemnify its directors, officers, committee members, and employees to the extent allowed by law and may purchase liability insurance on their behalf.
Upon liquidation, any assets remaining after all debts and obligations are satisfied shall be distributed equally to the members of the cooperative.
The articles of incorporation may be amended at any time, or from time to time, by the affirmative vote of two-thirds of the members present at any annual meeting of the stockholders, if notice of the proposed amendment shall have been given in the call for such meeting. The directors, who shall sign and acknowledge and file, as above provided, new or revised articles containing such amendments and superseding the original articles, shall put such amendments into effect. Provided, however, that section 4 (c) above, (limiting ownership of shares of membership stock to one per membership), is neither amendable nor repealable.
This cooperative assumes the membership, assets, and liabilities of the Oklahoma Food Cooperative Organizing Committee, Inc.
SIXTEEN: Initial Board of Directors
The initial board of directors of the Oklahoma Food Cooperative, which shall have charge of the affairs of the cooperative until a board is elected at the first Cooperative Assembly, shall be the Board of Directors of the Oklahoma Food Cooperative Organizing Committee, Inc.
Robert Waldrop, Oklahoma City
Jonalu Johnstone, Oklahoma City
Mark Parman, Webers Falls,
Kathy Carter-White, Tahlequah
Jo Logan, Edmond
Walter Kelley, Norman
Kim Barker, Waynoka
The following amendments have been adopted by Annual Meetings of the Oklahoma Food Cooperative.
Adopted at the 2010 Annual Meeting:
Amendment to Article 10 paragraph one. Add section (d) to the first sentence.
(d) Past presidents of the Cooperative who have served at least one full term.
Adopted at the 2009 Annual Meeting:
Article 9-1: Treasurer
Add this sentence to the end of the job description:
"Because of the nature of this office, the Treasurer shall be appointed by the Board of Directors, commencing with the term that begins in 2011."
Article 10-1-c: Board of Directors
Sub-section "c" is replaced by this sentence. Its effect is to reduce the number of at-large members by 2.
(c) three or four members elected at large by the membership (three or four in order to make the membership of the board an odd number).
This is a new paragraph added to the end of the section.
A board member or officer who misses four meetings during a calendar year may be removed from office by the Board.
Adopted at the 2007 Annual Meeting:
In Article 8-b, change the quorum from ten percent of the membership to 5%.