Business ID: General Cooperative Association (Consumers', Marketing, or Railroad) a. RETURN ACKNOWLEDGEMENT TO: (REQUIRED - NAME AND MAILING ADDRESS) NAME ADDRESS Processed by: FOR OFFICE USE ONLY Vermont Secretary of State ARTICLES OF INCORPORATION of a Vermont ARTICLE 1. ARTICLE 2. BUSINESS NAME REQUIRED- NAME MUST INCLUDE IDENTIFIER SUCH AS "CORP," "INC," "CO," OR "LTD."- SEE INSTRUCTIONS PAGE FOR MORE OPTIONS BUSINESS TYPE REQUIRED ­ SELECT ONE (1) OF THE FOLLOWING: THIS DOCUMENT MUST BE TYPEWRITTEN OR PRINTED (11A V.S.A. § 1.20) PLEASE REVIEW INSTRUCTIONS PAGE BEFORE BEGINNING BUSINESS NAME: This is a Consumers' Cooperative organized under 11 V.S.A. Chapter 7 for the acquisition and distribution for the benefit of ultimate This is a Marketing Cooperative organized under 11 V.S.A. Chapter 7 for the marketing of agricultural or handcrafted products. This is a Railroad Cooperative organized under 11 V.S.A. Chapter 7 for the organization, acquisition and operation of a general transportation business by railroad, including truck, bus, air and water transportation subsidiaries of the railroad. consumers of property, goods, commodities or services. ARTICLE 3. ARTICLE 4. a. BUSINESS PURPOSE: NAICS CODE (PREFERRED) OR BRIEF STATEMENT OF PRIMARY GOODS OR SERVICES TO BE PROVIDED INITIAL PRINCIPAL BUSINESS OFFICE REQUIRED. State/Province: ZIP/Postal Code: State/Province: ZIP/Postal Code: - BUSINESS PURPOSE STREET ADDRESS: NO PO BOX City/Town: Country: b. MAILING ADDRESS: City/Town: Country: c. BUSINESS EMAIL: ARTICLE 5. INITIAL DIRECTORS REQUIRED ­ MINIMUM OF FIVE (5) INITIAL DIRECTORS ­ 3 MUST BE VERMONT RESIDENTS a. NAME: Address: City/Town: State: VT ZIP: - b. NAME: Address: City/Town: State: VT ZIP: - c. NAME: Address: City/Town: State: VT ZIP: - d. NAME: Address: City/Town: Country: State/Province: ZIP/Postal Code: - 11A V.S.A. § 20.02 (REV. 07/01/15) American LegalNet, Inc. www.FormsWorkFlow.com DIVISION OF CORPORATIONS FORM CORP-1(P) Page 1 of 3 CORPORATION REGISTRATION (COOPORATIVE) This page intentionally left blank. (Reverse of Page 1 of 3) American LegalNet, Inc. www.FormsWorkFlow.com General Cooperative Association (Consumers', Marketing, or Railroad) e. NAME: Address: City/Town: CHECK IF APPLICABLE: Vermont Secretary of State ARTICLES OF INCORPORATION of a Vermont State/Province: ZIP/Postal Code: - Country: ARTICLE 6. NAME: This corporation has more than five (5) directors. MUST ATTACH A COMPLETE LIST OF ADDITIONAL PRINCIPLES. INITIAL CLERK (CORPORATE SECRETARY) REQUIRED. Address: City/Town: Country: State/Province: ZIP/Postal Code: - ARTICLE 7. INITIAL STOCK PROVISIONS REQUIRED ­ SELECT ONE (1) OF THE FOLLOWING This Cooperative Corporation is hereby organized without capital stock and subject to the following provisions: a. The property rights and interest of the members are: SELECT ONE (1) OF THE FOLLOWING. Equal. Not equal, and as such: (1) The general rules applicable to all members by which the property rights and interest, respectively, of each member shall be determined and fixed as follows: (2) Provision(s) for the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules listed above are as follows: b. This article of this document he shall not be altered, amended, or replaced except by the written consent or vote representing three-fourths of the members; c. The members shall have the right to vote in person or alternate only and not by proxy or otherwise. NON-AMENDABLE PROVISION This Cooperative Corporation is hereby organized with capital stock and subject to the following provisions: a. AMOUNT OF STOCK authorized to be issued: REQUIRED. (2) The total par value: $ b. DIVISION OF CAPITAL STOCK REQUIRED ­ SELECT ONE (1) OF THE FOLLOWING. The capitol stock will not be divided into more than one class; all shares will have unlimited voting rights, and equal receipt of net assets upon dissolution. (1) The number of shares into which Capital Stock is divided: The capital stock will be divided as follows into the following classes: (1) Preferred: Shares; the nature and definite extent of the preference and privileges granted to this class are as follows: (2) Common: Shares; the nature and definite extent of the preference and privileges granted to this class are as follows: c. The stockholders shall have the right to vote in person or alternate only and not by proxy or otherwise. NON-AMENDABLE PROVISION 11A V.S.A. § 20.02 (REV. 07/01/15) American LegalNet, Inc. www.FormsWorkFlow.com DIVISION OF CORPORATIONS FORM CORP-1(P) Page 2 of 3 CORPORATION REGISTRATION (COOPORATIVE) This page intentionally left blank. (Reverse of Page 2 of 3) American LegalNet, Inc. www.FormsWorkFlow.com General Cooperative Association (Consumers', Marketing, or Railroad) ARTICLE 8. INITIAL REGISTERED AGENT REQUIRED a. NAME: b. PHYSICAL BUSINESS ADDRESS: AGENT'S REGULAR LOCATION DURING NORMAL BUSINESS HOURS. Street Address NO PO BOX City/Town: State: State: Vermont Secretary of State ARTICLES OF INCORPORATION of a Vermont VT VT ZIP: ZIP: - c. c. MAILING ADDRESS: City/Town: EMAIL: ARTICLE 9. INCORPORATOR REQUIRED. NAME: Address: City/Town: Country: State/Province: ZIP/Postal Code: - ARTICLE 10. DELAYED EFFECTIVE DATE OPTIONAL MAY BE POST-DATED UP TO 90 DAYS FROM DATE OF RECEIPT CERTIFICATION OF DOCUMENT REQUIRED I hereby certify, under penalty of law, (11A V.S.A. §1.29), as the incorporator listed above, that the above information is accurate; and that this document is provided in duplicate with a check or money order made payable to "VT SOS" in the amount of $125.00. Signature of Incorporator Date 11A V.S.A. § 20.02 (REV. 07/01/15) American LegalNet, Inc. www.FormsWorkFlow.com DIVISION OF CORPORATIONS FORM CORP-1(P) Page 3 of 3 CORPORATION REGISTRATION (COOPORATIVE) General Cooperative Association (Consumers', Marketing, or Railroad) SUBMISSION INSTRUCTIONS a. This form must be filed in duplicate (1 original + 1 copy ­or-- 2 originals) with a check or money order, payable to "VT SOS," in the amount of $125.00, and a self-addressed stamped envelope. b. This form can ONLY be accepted by Mail or In-person at: Vermont Secretary of State ARTICLES OF INCORPORATION of a Vermont Vermont Secretary of State Corporations Division 128 State Street Montpelier, VT 05633-1104 c. Please allow 7-10 business days, or more, from the day that this form received in our office, for processing and (if approved) for this business appear on th