ARTICLES OF INCORPORATION

Articles of Incorporation of the Cross Timbers Food Cooperative

Adopted on February 17, 2006

We, the undersigned natural persons of the age of eighteen years or more, all of whom are residents and citizens of the State of Texas, acting as incorporators of a cooperative association under Title 32. Chapter 9. Article 1396-50.01.Sections 3.005 and 3.013 of the Civil Statutes of the State of Texas, also cited as the Cooperative Association ActTexas Business Organizations Code, do hereby adopt the following Articles of Incorporation for such cooperative association:

ARTICLE ONE: NAME

The name of this cooperative association is the Cross Timbers Food Cooperative.

ARTICLE TWO: REGISTERED AGENT AND OFFICE

The registered agent of the Cross Timbers Food Cooperative is Wylie Harris. The registered office of the Cross Timbers Food Cooperative is Seis Flechas Farm, P.O. Box 292, Saint Jo, Texas 76265.

ARTICLE THREE: PURPOSE

The activities of the Cross Timbers Food Cooperative are governed by its core values of social justice, environmental stewardship, and economic sustainability. The essential business of the cooperative is to provide a marketplace where our members who are willing buyers and sellers can meet and do business. The Cross Timbers Food Cooperative serves as the agent of the buyers and sellers and at no time does the cooperative have title to the products; products are at all times owned either by the buyer or the seller. This association shall be operated on a cooperative basis for the mutual benefit of its members as patrons and owners of the cooperative.

The purposes for which this cooperative association is organized are as follows:

  1. To provide marketplaces that sell locally grown and/or locally processed foods and non-food items for the mutual benefit of its supplier and customer members:
    1. Acting as the agent of supplier members, the Cross Timbers Food Cooperative will publicize to its members the products that its supplier 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 suppliers; and
    2. Acting as the agent for customer members, we will make available a catalog of available locally grown and locally processed food and non-food products that includes information about how and where the product was grown or processed. We receive their orders and notify the appropriate suppliers, arrange for the food to be delivered, receive and process their payments.
  2. To provide a basic screening of products and suppliers based on our published parameters, and education and training regarding the use and the advantages of local foods;
  3. To educate members, and the general public, regarding cooperative principles, the local food movement, its core values, and the practical implementation of these principles;
  4. To disburse annual gifts based on the cooperative's annual net earnings to a cooperative association or other non-profit enterprise as set forth in the cooperative's bylaws;
  5. To acquire and receive by gift and/or purchase, funds and items to be held and used exclusively for the purposes for which this cooperative association is organized; and
  6. To have and exercise all rights and powers conferred on cooperative associations under the laws of Texas, or which may hereafter be conferred, to do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of the cooperative set forth in this article, unless otherwise expressly and voluntarily waived in these articles of incorporation or in the cooperative association's bylaws.
  7. Notwithstanding any of the above statements of purpose, this cooperative association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this cooperative association set forth in this article.

ARTICLE FOUR: NON-PROFIT DECLARATION

  1. The Cross Timbers Food Cooperative is a non-profit organization. The Cooperative is not organized for pecuniary profit, nor shall it ever operate for the primary purpose of carrying on a business for profit. The Cooperative shall not have any power to issue certificates of stock or distribute dividends to its members. The balance, if any, of all money and other assets received by the cooperative from its operations, after the payment in full of all debts and solicitations of the cooperative of whatsoever kind and nature, shall be used and distributed exclusively for carrying out only the purposes of the cooperative as particularly set forth in Article Three (3) hereof. The Cross Timbers Food Cooperative waives its power to disburse annual dividends to its members.
  2. Notwithstanding any other provisions of these Articles of Incorporation or of the cooperative's bylaws, the Cross Timbers Food Cooperative shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that might invalidate its status (a) as a non-profit cooperative association which is exempt from federal income taxation as an organization described in Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended, or (b) as a cooperative association to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.
  3. No part of the net earnings of the Cooperative shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the Cooperative shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Three (3) hereof.
  4. No substantial part of the activities of the Cooperative shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office; nor shall the Cooperative engage in any activities that are unlawful under applicable federal, state, or local laws.
  5. In the event of discontinuance of the Cross Timbers Food Cooperative by dissolution or otherwise, or in the event it shall cease to carry out the objects and purposes herein set forth, all the business, property and assets of the Cooperative shall be distributed in the following order:
    1. by returning the par value of the investors' capital to investors;
    2. by returning the amounts paid on subscriptions to subscribers for invested capital;
    3. by returning the amount of patronage dividends credited to patrons' accounts to the patrons;
    4. by returning to members their membership capital; and
    5. by distributing any surplus in the form of a gift to a cooperative association or other non-profit enterprise which is organized and operated exclusively for charitable or educational purposes and which has established its tax exempt status under both Section 501(c)(3) of the Internal Revenue Code and Chapter 11 of the Texas Property Tax Code, as set forth in the Cooperative's bylaws, and in no event shall any of the Cooperative's assets or property, in the event of dissolution, be distributed to any persons, either for the reimbursement of any sum subscribed, donated or contributed by such persons, or for any other such purpose.

ARTICLE FIVE: MANAGEMENT

Management of the affairs of the Cross Timbers Food Cooperative is to be vested in its board of directors. The number of directors constituting the initial board of directors is five, and the names and addresses of the persons who are to serve as directors until the first annual meeting, or until their successors be elected and qualified, are set forth below.

Monika Antonelli, 1202 Oakwood Drive, Denton, TX 76205

Rodney Love, 310 Jagoe Street., Denton, TX 76201

Lee Morrison, 1004 Chase Lane, Denton, TX 76209

Lynn Sallee, 614 Mulkey Lane, Denton, TX 76209

Martin Wallace, 718 Frame Street, Denton TX 76209

ARTICLE SIX: ORGANIZATIONAL STRUCTURE

The Cross Timbers Food Cooperative will have two classes of members: suppliers and customers. The qualifications and rights of its members are set forth in the cooperative?s bylaws. Each supplier and customer member shall have one share in the cooperative and be granted one vote in matters where voting by members is warranted in accordance with the cooperative?s bylaws.

ARTICLE SEVEN: SHARES

  1. The members are the supreme governing body of this cooperative and are the only owners of this association.
  2. The Cross Timbers Food Cooperative shall issue shares to it's members.
  3. Each supplier or customer member shall have one and only one share.
  4. 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 amount of authorized capital is $12,500.
  5. 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.
  6. 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.

ARTICLE EIGHT: DURATION

The period of duration of this cooperative association shall be perpetual.

ARTICLE NINE: DISSOLUTION

In the event of discontinuance of the Cross Timbers Food Cooperative by dissolution or otherwise, or in the event it shall cease to carry out the objects and purposes herein set forth, all the business, property and assets of the cooperative shall be distributed in the following order:

  1. by returning the par value of the investors' capital to investors;
  2. by returning the amounts paid on subscriptions to subscribers for invested capital;
  3. by returning the amount of patronage dividends credited to patrons' accounts to the patrons;
  4. by returning to members their membership capital; and
  5. by distributing any surplus in the form of a gift to a cooperative association or other non-profit enterprise which is organized and operated exclusively for charitable or educational purposes and which has established its tax exempt status under both Section 501(c)(3) of the Internal Revenue Code and Chapter 11 of the Texas Property Tax Code, as set forth in the cooperative's bylaws, and in no event shall any of the cooperative's assets or property, in the event of dissolution, be distributed to any persons, either for the reimbursement of any sum subscribed, donated or contributed by such persons, or for any other such purpose.

ARTICLE TEN: AMENDMENTS OF THESE ARTICLES OF INCORPORATION

These 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 shareholders, 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.

ARTICLE ELEVEN: INCORPORATORS

The name and address of each incorporator is:

Name Address
Monika Antonelli 1202 Oakwood Drive, Denton, TX 76205
Jack Dingler 1801 West 11th Street., Irving, Tx. 75060
Rodney Love 310 Jagoe Street., Denton, TX 76201
Lee Morrison 1004 Chase Lane, Denton, TX 76209
Lynn Sallee 614 Mulkey Lane, Denton, TX 76209
Sherry Stevens 191 Duchess Drive. 1428, Denton, Tx 76208

IN WITNESS HEREOF, we have hereunto set our hands, this 17 day of February, 2006.

Monika Antonelli

Jack Dingler

Rodney Love

Lee Morrison

Lynn Sallee

Sherry Stevens

THE STATE OF TEXAS

COUNTY OF DENTON

 

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