MINNESOTA SECRETARY OF STATE ARTICLES OF INCORPORATION Chapter 308A (Cooperative) READ INSTRUCTIONS ON PAGE 4 BEFORE COMPLETING THIS FORM. The undersigned incorporators, in order to form a cooperative association under Minnesota Statutes, Chapter 308A, adopt the following: [NOTE: This form is intended merely as a guide in the formation of a Minnesota cooperative under Minnesota Statutes Chapter 308A. It is not intended to cover all situations anticipated by that statute. If this form does not meet the specific needs and requirements of the cooperative being formed, the incorporators should draft articles of specifically listing the modifications or details of each provision to which they wish to be subject, or from which they wish to be exempt.] ARTICLE 1 NAME, PURPOSE, BUSINESS ADDRESS (Section 1) The name of this cooperative association is: (Section 2) The purpose of this association are to own, lease, mortgage, sell buy, operate, encumber and in all possible ways deal, trade, and invest in real and personal property in this or any other jurisdiction as a principal, agent, partner, either general or limited, or as a member of a joint venture, syndicate or other form of business entity and to own and vote stock in this or any other corporation or association, all of which activities shall be for the use and benefit of the members of the association and their families, and any other purposes permitted by Minnesota Statutes, Chapter 308. (Section 3) The principal place of transacting business is: ___________________________________________________________________________________________________ Street address City State Zip (Section 4) The registered office address is: ___________________________________________________________________________________________________ Complete street address or rural route and rural route box number (P.O. box is Unacceptable) ARTICLE II DURATION The period of duration of this association shall be: __________________ NOTE: The duration may be limited or perpetual. If you do not fill this box in, this entity has perpetual duration. ARTICLE III CAPITAL STOCK (Section 1) The amount of capital stock of this association, [all of which shall be common stock], is: ______________ and shall be divided into _____________ shares with a par value of $____________ each. No share shall be issued for less than its par value nor until the same has been paid for in cash or its equivalent and such payment has been deposited with the treasurer of the association. The association may commence business whenever percent of the authorized capital stock has been subscribed and paid in. bus57 Articles of Inc. Coop Rev. 5-07 (Section 2) The shares are to be classified as follows: American LegalNet, Inc. www.FormsWorkflow.com ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ NOTE: If you fill out Section 2, please strike out the bracketed language in Section 1. (Section 3) Only common stockholders shall have voting power. The number of shares in each class and the relative rights, preferences and restrictions granted to or imposed upon the shares of each class are: ARTICLE IV VOTING POWER Each individual owning common stock shall be restricted to one vote in the affairs of the association. Voting by proxy shall be prohibited. ARTICLE V TRANSFERABLE SHARES The shares of stock shall be transferable only with the approval of the board of directors of the assocation. ARTICLE VI RATE OF DIVIDENDS The rate of dividends paid on capital stock shall be determined annually by the board of directors. The dividends paid shall not be in excess of eight percent (8%) per annum and shall not be cumulative. ARTICLE VII DIRECTORS (Section 1) The government of this association shall be vested in a board of not less than five members, the exact number to be stated in the Bylaws. All members of the board of directors shall be stockholders of the association. Members of the board of directors shall be elected at the annual meetings by the stockholders, for such terms and in such manner as prescribed in the Bylaws. (Section 2) Vacancies in the board of directors may be filled by the remaining members of the boards, the person or persons so appointed shall hold office only until the next annual meeting of the stockholders and until their successors have been elected and qualified. (Section 3) The names of the first board of directors are: Name Address Signature ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ American LegalNet, Inc. www.FormsWorkflow.com ARTICLE VIII OFFICERS (Section 1) The officers of this association shall be a President, Vice-President, a Secretary and a Treasurer, who shall be elected in a manner as provided in the Bylaws; the officers of the Secretary and Treasurer may be combined and when so combined shall be termed “Secretary-Treasurer.” (Section 2) The names of the first officers of this association are: ___________________________________________ President ___________________________________________ Vice-President ___________________________________________ Secretary ___________________________________________ Treasurer The officers shall hold office until the first annual meeting of the stockholders and until their successors have been elected and qualified. ARTICLE IX NET INCOME This association shall be operated without profit to itself and shall be operated for the mutual benefit of its patrons. The association shall retain from receipts: (1) the amounts necessary to pay expenses, including adequate provisions for depreciation, doubtful accounts and other valuation reserves, (2) such amounts as are necessary to pay dividends on capital stock and to provide capital reserves required by law. All balances remaining, and the capital reserves referred to in item 2) above shall be allocated and credited on the books of the association to the patrons, members and non-members, on the basis of the volume of business transacted (patronage) by each, with the association. Underpayments to patrons for products marketed, and overpayments of patrons for supplies purchased, or services performed, shall always belong to the patrons. ARTICLE X AMENDMENTS These Articles of Incorporation may be amended in whole, or in part, as provided by law. ARTICLE XI INCORPORATORS We, the undersigned incorporators certify that we are authorized to execute theses articles and we further certify that we understand that by signing these articles, we are subject to the penalties of perjury as set forth in Section 609.48 as if we had signed these articles under oath. Name Address Signature (All must sign) ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ Name and Daytime Phone Number of a Contact Person: _____________________________________________________________ American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS 1. PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK. 2. Total Filing Fee as required by Minnesota Statutes, Section 308A.131, Subd. 2. Filing Fee: $60.00 3. Make check payable to the MN Secretary of State. FILE IN-PERSON OR MAIL TO: Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 (Staffed 8:00 - 4:00, Monday - Friday, excluding holidays) To obtain a copy of a form you can go to our web site at www.sos.state.mn.us , or contact us between 9:00am to 4:00pm, Monday through Friday at (651) 296-2803 or toll free 1-877-551-6767. All of the information on this form is public. Minnesota law requires certain information to be provided for this type of filing. If that information is not included, your document may be returned unfiled. This document can be made available in alternative formats, such as large print, Braille or audio tape, by calling (651)296-2803/voice. For a TTY/TTD (deaf and hard of hearing) communication, contact the Minnesota Relay Service at 1-800-627-3529 and ask them to place a call to (651)296-2803. The Secretary of State's Office does not discriminate on the basis of race, creed, color, sex, sexual orientation, national origin, age, marital status, disability, religion, reliance on public assistance or political opinions or affiliations in employment or the provision of service. American LegalNet, Inc. www.FormsWorkflow.com