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ARTICLES OF INCORPORATION
OF
WICHITA FOOD COOPERATIVE
We, the undersigned incorporators, hereby form and establish a corporation NOT FOR
PROFIT under the laws of the State of Kansas.
Article One: NAME
The name of this organization is Wichita Food Cooperative, a cooperative association
organized under Article 16, Chapter 17, Kansas Statutes Annotated, as amended (the “Act”).
Article Two: PURPOSE
The purpose of this cooperative is to facilitate consumers and producers working together
to establish a year-round supply of locally procured food, utilizing sustainable farming practices,
focusing on good nutrition and a clean environment, and such other purposes as are permitted
under the Act.
The activities of the Wichita 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 Wichita Food Cooperative will publicize to
its members the products that its producer members have for sale, receive orders from consumer
members, provide a way for products to be delivered to members of the cooperative, collect
payment from the consumers and forward the payments to the producers. Acting as the agent for
consumer members, the association will provide a catalog of available local food products that
includes information about how and where the product was grown or processed. The association
shall receive their orders and notify the appropriate producers, arrange for the food to be
delivered, and receive and process their payments. For both producer and consumer members,
the association will provide a basic screening of products and producers based on the
association’s approved, 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 the members who are willing buyers and sellers can meet.
Article Three: POWERS
This cooperative shall have the power to conduct all business allowed or permitted under
Article 16 of Chapter 17, Kansas Statutes Annotated, including but not necessarily limited to the
following:,
(A) To engage in any activity in connection with the marketing, selling, harvesting,
threshing, milling, preserving, drying, processing, canning, packing, storing, handling or
utilization of any agricultural products produced or delivered to the association by the
association’s members; manufacturing or marketing of the agricultural by-products, or in
connection with the purchase, hiring, or use by the association’s members or other patrons of
supplies, machinery, or equipment; agricultural education, research, legislation and economic
and social conditions; improvement of livestock breeds by means of artificial breeding or
otherwise; or financing of any such activities; or in any one or more of the activities specified in
this Article Three.
(B) To function as a general farm organization and to levy and collect dues from the
association’s members.
(C) To borrow money without limitation as to amount of corporate indebtedness or
liability, and to make advances to members.
(D) To act as the agent or representative of any member or members in any of the abovestated
activities.
(E) To purchase or otherwise acquire; and to hold, own, and exercise all rights of
ownership in, and to sell, transfer or pledge or guarantee the payment of interest on, or the
retirement of, the association’s promissory notes or bonds.
(F) To become a member of any corporation or association engaged in any lawful
activity.
(G) To establish reserves and to invest the funds thereof in physical facilities, or in such
other properties as may be provided in the Bylaws.
(H) To buy, hold, and exercise all privileges of ownership over such real and personal
property as may be necessary or convenient for the conduct and operation of any of the business
of the association or incidental thereto.
(I) 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.
(J) To do each and everything necessary, suitable or proper for the accomplishment of
any one of the purposes or the attainment of any one or more of the subjects herein enumerated;
or conducive to or expedient for the interest or benefit of the association; and to contract
accordingly. The association may exercise and possess all powers, rights and privileges granted
by the laws of the State of Kansas to ordinary corporations, except such as are inconsistent with
the express provisions of the Kansas cooperative marketing act.
Article Four: NON-STOCK MEMBERSHIP
The association will NOT have the authority to issue capital stock. The conditions of
membership shall be as set forth in these Articles and the Bylaws.
1. Restrictions on transfer. No certificate of membership 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 association 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 interest, 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.
Article Five: Duration
The duration of this association shall be perpetual.
Article Six: Registered Office; Resident Agent
The registered office of the Wichita Food Cooperative is 925 N. Waco, Wichita,
Sedgwick County, Kansas. The resident agent of the association is Cindy Galstad, whose
address and county is 925 N. Waco, Sedgwick County, Kansas.
Article Seven: Membership
1. General. Members of the cooperative are those persons or other legal entities that purchase
a membership interest in the cooperative. There shall be two classes of members: producers and
consumers. The two classes are equal in their rights, privileges, responsibilities and voting rights.
A member may change their classification from consumer to producer, or producer to consumer,
by notification to the Secretary of the association. All members of a household of a member may
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 association. Before each
annual meeting, each household shall certify to the Secretary of the association the person who
will exercise that household's vote at the annual meeting and any special meetings that may be
called. 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 single
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.
2. Eligibility. Membership in the cooperative is open to both consumers and producers of
Kansas food products or other Kansas products that are authorized by the Board of Directors.
Any natural person shall be eligible to become a member of the association, regardless of race,
gender, religion, income, marital status, culture, or nationality. An entity may be eligible for
membership at the discretion of the Board of Directors.
The Board of Directors must approve all applications for membership.
3. Voting. The voting rights of the members of the cooperative shall be equal. Each member
shall have one (1) vote upon each matter submitted to a vote at a meeting of the members.
4. Property rights. 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
membership interest in 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.
5. Removal; Termination. Members may be expelled for cause from the cooperative by a
two-thirds (2/3rds) vote of the Board of Directors. Expulsions may be appealed to the vote of the
entire membership. Members who are expelled shall receive the stated par value of their
membership share. Cause for expulsion shall be as determined by the Board of Directors, and
can include illegal activity, fraudulent affidavits regarding the Kansas origin or production
practices of products sold through the cooperative, and prolonged and egregious inability or
unwillingness to follow cooperative standard operating procedures.
6. Amendment. In accordance with the requirements of Kansas law, the provisions of this
Article Seven may not be altered, amended or repealed except by the written consent or vote of at
least three-fourths (3/4ths) of all the members.
Article Eight: BOARD OF DIRECTORS
The affairs of the association shall be conducted and managed by a Board of not less than
five(5) directors, and not more than seven (7) directors, the number of which shall be determined
from time to time by resolution of the Board, provided however, until such determination is
made the Board shall consist of five (5) members.
The Board shall have and may exercise all powers of the Association granted by Kansas
law and the association Bylaws, except such as are by statute or these Articles reserved to the members.
Article Nine: OFFICERS
The officers of the association shall be:
1. President. The Directors shall elect from their number the president of the association.
2. Vice President. The Directors shall elect from their number a vice-president.
3. Secretary/Treasurer. The Directors shall elect a secretary/treasurer, who need not be a
director. The secretary/treasurer shall also be referred to as the Co-op Administrator.
The officers shall serve such terms and have such powers and authority as are set forth in
the Bylaws.
Article Ten: LIABILITY
The liability of members, officers, and directors of the cooperative is limited to the
amount of the actual value of their membership interest in the cooperative. The association may
indemnify its directors, officers, committee members, and employees to the extent allowed by
law and may purchase liability insurance on their behalf.
Article Eleven: Liquidation or Dissolution
Upon liquidation or dissolution, any assets remaining after all debts and obligations are
satisfied shall be distributed equally to the members of the cooperative, or as may otherwise be
required under Kansas law.
Article Twelve: Amendment
The Articles may be amended at any time, or from time to time, by the affirmative vote of
two-thirds (2/3rds) of the members present at any annual meeting of the members or at any
special meeting called for that purpose, if written notice of the proposed amendment shall have
been given in the call for such meeting by first-class mail to every member’s last-known post
office address at least 10 days prior to such meeting. Any amendment must first be approved by
two-thirds (2/3rds) of the directors. 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 Article Seven
above (regarding property rights, and interests of members), is neither amendable nor repealable
without the written consent or vote of at least three-fourths (3/4ths) of the members.
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