Articles of Incorporation January 2007

Articles of Incorporation
Of Urban Earth Cooperative
(Effective January 15, 2007)

The undersigned incorporators, in order to form a cooperative association under Minnesota Statutes, Chapter 308A, adopt the following:

ARTICLE I. (Name and Place of Principal Business)
The name of this association shall be Urban Earth Cooperative.

ARTICLE II. (Purposes and Powers)
The purpose of the association shall be to receive, handle, store, grow, manufacture, process, market, purchase, sell and otherwise supply and furnish to its members and patrons such goods and services as the members may require and to otherwise engage in any lawful activity connected with or related to its purposes.
To this end, the business and activities of this cooperative shall be conducted on a cooperative basis, as provided in the Bylaws of this cooperative.
For these purposes it shall have the power to:
(a) Borrow money to and from its member-owners and others upon adequate security; to issue bonds, debentures, notes and other obligations and to secure the same by pledge, mortgage or trust deed on any property of the association; draw, make, accept, endorse, guarantee, execute and issue promissory notes, bills of exchange, drafts, warrants, warehouse receipts, certificates and other obligations and negotiable or transferable instruments for any purpose deemed necessary to further the objects for which the association is formed.

(b) Acquire, purchase, hold, lease, mortgage, encumber, sell, exchange and convey such real estate, buildings and personal property as the business of the association shall require.

(c) Purchase, acquire, sell, transfer and own capital stock, bonds, and obligations of other corporations; and to purchase, acquire, and hold capital stock, notes, bonds, and other obligations of such organizations.
(d) Join with other cooperative corporations or associations to form district, state, national or international purchasing, marketing and service organizations; and to purchase, acquire, and hold capital stock, notes, bonds, and other obligations of such organizations.

(e) Do and perform every act and thing necessary and proper to the conduct of its business for the accomplishment of the purposes set forth herein or permitted by the laws of Minnesota applicable to the association, and to have and exercise all of the powers conferred upon the association by the laws of Minnesota under which it was organized, and acts amendatory thereof and supplemental thereto.
The powers, privileges and rights specified herein shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other provision of these Articles of Incorporation. The enumeration of powers, privileges and rights herein shall not be held to limit or restrict in any manner the general powers, privileges and rights conferred upon this cooperative by the laws of the State of Minnesota.

ARTICLE III. (PLACE OF BUSINESS)
The principal place of business for this cooperative shall be in the City of Minneapolis, County of Hennepin, State of Minnesota. The registered office address of this cooperative shall be 910 West 36th Street, Minneapolis MN 55408.

ARTICLE IV. (DURATION)
The period of the continuance of this association shall be perpetual.

ARTICLE V. (CAPITAL)
Section 1. The amount of the authorized capital stock of the association shall be Four Hundred Seventy Five Thousand Dollars ($475,000), and shall be divided into Five Thousand (5,000) shares of Class A stock of the par value of Ninety Five Dollars ($95.00) each.
Section 2. Class A stock may be issued for cash to a patron to qualify him or her as a member-owner if he or she is eligible therefore. Only Class A stockholders shall be deemed to be member-owners of this association. Class A stockholders shall have voting power, and each holder of Class A stock shall be entitled to only one vote regardless of the number of shares owned. Voting by proxy shall not be permitted. No dividends shall be paid on the outstanding Class A stock of the association.
Section 3. No share of stock shall be issued for less than its par value, nor until the same has been paid for in cash or its equivalent, and shall be paid at such time and in such manner as the directors of the association shall request. The association shall have a prior lien, with the usual right of ordinary liens for enforcement, upon all outstanding stock for any indebtedness due it, and no stock shall be sold or transferred except back to the association with the consent and approval of the Board of Directors. Capital stock shall be subject to redemption as provided by law, in the manner as the Bylaws prescribe. The capital stock of this association shall be nonassessable.
Section 4. When the Board of Directors determines that the association has sufficient working capital and assets. Stock shall be issued and or called for payment as provided in the bylaws. Any redemption of stock is subject to the requirement that at the time of redemption the total amount of stock remaining outstanding after deduction of the amount of stock redeemed, plus the permanent reserve of the association, shall at least equal the total liabilities of the association.
Section 5. In case of dissolution or liquidation of the association, there shall be given a preference to holders of, then Class A and finally any other classes therein.

ARTICLE VI. (ALLOCATIONS TO MEMBERS)
Section 1. All of the annual net savings from patronage by members available for distribution as determined by the bylaws shall belong to the members of the association and shall be allocated to them on the basis of patronage as defined in the bylaws.
Section 2. Upon dissolution or liquidation of the association the debts and liabilities of the association shall first be paid according to their respective priorities. Stockholders or other holders of equity or capital reserve credits or other media issued by the Board of Directors shall then be paid the par value of their shares or credits with payments made in the order of preference herein specified. Any additional property remaining after stockholders and other equity holders have been paid shall be distributed to another association doing business on a cooperative basis or a non-profit organization exempt from taxes under Section 501 of the Internal Revenue Code, as determined by the Board of Directors.

ARTICLE VII. (DIRECTORS, MEETINGS)
Section 1. The governance of this association and oversight of the management shall be vested in a Board of Directors, the members of which must be elected by ballot by the members from their own number. The size of the Board of Directors and the terms of its members shall be prescribed by the bylaws.
Section 5. The names and places of residence of the present Board of Directors are as follows:
Name Address
1.
2.
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4.
5.
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8.
9.
Section 6 - Members of the initial board of directors shall serve until the first annual meeting, at which their successors will be duly elected and qualified, or removed as provided in the bylaws.

ARTICLE VIII. (OFFICERS)
The officers of this association shall be president, one or more vice presidents, a secretary and a treasurer, who shall be elected annually by and from the directors. The offices of secretary and treasurer may be combined, and when so combined, the person filling such office shall fulfill the duties of both offices and shall be termed "Secretary-Treasurer."

ARTICLE IX - PERSONAL LIABILITY
No member, officer, or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE X. (DISSOLUTION, AMENDMENTS)
Section 1. This association may be dissolved in the manner as provided by law.
Section 2. These Articles of Incorporation may be amended as provided by law.

ARTICLE XI - INCORPORATORS
In witness whereof, we, the undersigned, have hereunto subscribed our names for the purpose of forming the corporation under the laws of the State of Minnesota and certify we executed these Articles of Incorporation this November 21 of 2006.
Name Signature
Name Signature