FILING FEE OPTIONAL EXPEDITED SERVICE See Page 4 for filing fee + $25.00 DO NOT STAPLE Sec. 185.54 Wis. Stats. State of Wisconsin Department of Financial Institutions Division of Corporate and Consumer Services RESTATED ARTICLES OF INCORPORATION ­ COOPERATIVE The following restated articles of incorporation of (Corporate name prior to any change effected by this restatement) duly adopted pursuant to the authority and provisions of Chapter 185 of the Wisconsin Statutes, supercede and take the place of the existing articles of incorporation and any amendments thereto: Article 1. Name of the cooperative: (must include the term "cooperative" or an abbreviation thereof) Article 2. Its term of existence shall be perpetual OR (term in years) Article 3. The cooperative is organized to engage in any lawful activity within the purposes for which a cooperative association may be organized under Chapter 185 of the Wisconsin Statutes. Article 4. (The cooperative must maintain either a principal office or a registered agent in Wisconsin. Select, mark (X) and complete the appropriate item) A. The complete address of the cooperative's principal office in Wisconsin is: (Provide complete address, including street and number, city, county, state and ZIP code.) B. The name and complete address of the cooperative's registered agent in Wisconsin is: (Provide complete address, including street and number, OR city, county, state and ZIP code.) Article 5. The number of directors constituting the board of directors shall be fixed by bylaw OR shall be (number). Article 6. The classes of members are all of a single class OR classes: designated by the following ________________________________________________________________________________ DFI/CORP/208 (09/16) American LegalNet, Inc. www.FormsWorkFlow.com 1 Article 7. The cooperative is organized without capital stock OR Article 8. (OPTIONAL) (See instructions) The cooperative is authorized to issue description: Number of Shares Class Par Value with capital stock. (number) shares of capital stock of the following Rights & Preferences Article 9. Upon liquidation, the cooperative's assets shall be distributed on the following basis: Article 10. (Select, mark (X) and complete the appropriate item) A. These articles of incorporation may be amended to change the foregoing basis for distribution of assets upon liquidation of the cooperative. B. Pursuant to sec. 185.033 of the Wisconsin Statutes, no changes may be made to the foregoing basis for distribution of assets upon liquidation of the cooperative. OR DFI/CORP/208 (09/16) American LegalNet, Inc. www.FormsWorkFlow.com 2 11. The foregoing restated articles of incorporation of said cooperative were adopted on (date) by the following vote: Classes of Members Number of Members with Voting Rights Number voting FOR AGAINST Article 12. Executed on (Affix seal or state that there is No Seal) (date) President Secretary This document was drafted by (Name the individual who drafted the document) INSTRUCTIONS (Ref. ss. 185.05 and 185.54, Wis. Stats. for document content) Please use BLACK ink. Submit two signed copies to State of WI-Dept. of Financial Institutions, Box 93348, Milwaukee WI, 53293-0348, together two separate checks, one for the FILING FEE and other for the county RECORDING FEE (see instructions below). Filing fee is non-refundable. (If sent by Express or Priority U.S. mail, address to 201 W. Washington Ave., Suite 300, Madison WI, 53703). Both copies must bear original manual signatures. NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. If you have any questions, please contact the Division of Corporate & Consumer Services at 608-261-7577. Hearing-impaired may call 711 for TTY. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. 1. The name must include the term "cooperative" or an abbreviation thereof. 2. Indicate (X) if the cooperative is to have perpetual existence or a specific term. If for a specific term, indicate the number of years or the date its existence will terminate. 3. A purpose clause is required by sec. 185.05(1)(c). If the pre-printed statement is not desired, strike it and enter a substitute statement. 4. A cooperative must maintain either its principal office or a registered agent in Wisconsin. Indicate (X) and complete either item A. or B. If you use B., be sure to provide the name of the individual designated as registered agent, as well as the agent's address. DFI/CORP/208 (09/16) American LegalNet, Inc. www.FormsWorkFlow.com 3 INSTRUCTIONS (Continued) 5. Indicate (X) either the number of directors or that the number of directors will be fixed by the bylaws. 6. Indicate (X) if the cooperative will have a single class of member or more classes. If more than one, provide their designations. The bylaws must contain designation, qualifications, requirements, method of acceptance, and incidents of membership of each class. 7. Indicate (X) if the cooperative is or is not organized with capital stock. If organized with capital stock, also complete Article 8. 8. Provide the number and par value of each authorized class of stock. If more than one class is authorized, indicate the designations, preferences, limitations and relative rights of each class, and which classes of stock are membership stock. For each class of stock, indicate the rate of dividend, that the rate of dividend may be fixed by the board, or that no dividend will be paid. State if the dividend on any class of stock is to be cumulative. State any reservation of a right to acquire or recall any stock. 9. State the basis of distribution of assets of the cooperative upon liquidation. 10. Indicate (X) whether or not the articles of incorporation may be amended to change the basis for distribution of assets upon liquidation. 11. Enter the classes of members voting on the adoption of the restated articles, the number of members with voting rights in each class, and the number of votes of each class voted for and against the adoption. Adoption requires an affirmative vote of two-thirds of the votes cast, unless the articles require a greater vote or stockholders are entitled by sec. 185.52 to vote. If the articles are amended to change the name of the cooperative, the new name must include the word "cooperative" or an abbreviation thereof. 12