Articles of Incorporation and Bylaws of MooLand Dairy Cooperative
Download PDF Articles of Incorporation
Article I: Name
The name of the cooperative shall be "MooLand Dairy Cooperative," hereinafter referred to as the "Cooperative."
Article II: Duration
The duration of the Cooperative shall be perpetual.
Article III: Purpose
The purpose of the Cooperative is to engage in any lawful act or activity for which cooperatives may be organized under the applicable laws of the state, specifically including but not limited to:
- Producing, processing, marketing, and distributing dairy products.
- Promoting sustainable agricultural practices.
- Providing educational resources and support to members.
- Facilitating the collective economic benefit of its members.
Article IV: Principal Office
The principal office of the Cooperative shall be located at 123 Dairy Lane, MooTown, State of Milk, ZIP 12345. The Cooperative may establish additional offices as needed.
Article V: Membership
Membership in the Cooperative shall be open to any individual or entity engaged in dairy farming or related activities who subscribes to the principles and purposes of the Cooperative and meets the membership requirements set forth in the Bylaws.
Article VI: Capital Stock
The Cooperative shall be organized with capital stock. The Cooperative shall have authority to issue 100,000 shares of common stock with a par value of $1.00 per share.
Article VII: Board of Directors
The business and affairs of the Cooperative shall be managed by a Board of Directors consisting of no fewer than five (5) and no more than nine (9) members. The exact number of directors shall be set forth in the Bylaws.
Article VIII: Incorporators
The names and addresses of the incorporators are:
- Max Farmer, 123 Dairy Lane, MooTown, State of Milk, ZIP 12345
- Lily Fielding, 456 Cow Path, MooTown, State of Milk, ZIP 12345
- Jack Hayworth, 789 Barnyard Blvd, MooTown, State of Milk, ZIP 12345
Article IX: Amendment
These Articles of Incorporation may be amended by a two-thirds (2/3) vote of the members present at any regular or special meeting of the members, provided that notice of such proposed amendment shall have been given to each member at least thirty (30) days prior to such meeting.
Bylaws
Article I: Membership
Section 1: Eligibility
Membership shall be open to any individual or entity engaged in dairy farming or related activities who subscribes to the purposes and principles of the Cooperative and meets the requirements set forth in these Bylaws.
Section 2: Application for Membership
Applications for membership shall be submitted in writing on a form provided by the Cooperative. The Board of Directors shall review and approve all applications.
Section 3: Membership Dues
The Board of Directors shall establish membership dues, which shall be paid annually by each member. Failure to pay dues within the time specified by the Board shall result in termination of membership.
Section 4: Rights of Members
Each member shall have one vote on all matters submitted to a vote of the members. Membership rights are not transferable.
Article II: Meetings of Members
Section 1: Annual Meeting
The annual meeting of the members shall be held on the second Saturday in January at the principal office of the Cooperative or at such other place as determined by the Board of Directors.
Section 2: Special Meetings
Special meetings of the members may be called by the Board of Directors or upon written request of at least ten percent (10%) of the members.
Section 3: Notice of Meetings
Notice of all meetings of members shall be given in writing to each member at least thirty (30) days prior to the meeting.
Section 4: Quorum
A quorum for the transaction of business at any meeting of the members shall consist of twenty percent (20%) of the members entitled to vote.
Article III: Board of Directors
Section 1: General Powers
The business and affairs of the Cooperative shall be managed by its Board of Directors.
Section 2: Number, Tenure, and Qualifications
The number of directors shall be seven (7). Directors shall be elected to three-year terms. No director may serve more than three consecutive terms.
Section 3: Election of Directors
Directors shall be elected by the members at the annual meeting. Each member shall have one vote for each director position to be filled.
Section 4: Meetings
The Board of Directors shall hold regular meetings at least quarterly. Special meetings may be called by the Chairperson or by a majority of the directors.
Section 5: Quorum
A majority of the directors shall constitute a quorum for the transaction of business.
Section 6: Vacancies
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall serve for the unexpired term of their predecessor.
Article IV: Officers
Section 1: Officers
The officers of the Cooperative shall be a Chairperson, Vice-Chairperson, Secretary, Treasurer, and such other officers as may be elected by the Board of Directors.
Section 2: Election and Term of Office
The officers shall be elected annually by the Board of Directors at the first meeting of the Board following the annual meeting of the members.
Section 3: Removal
Any officer elected or appointed by the Board of Directors may be removed by the Board whenever, in its judgment, the best interests of the Cooperative would be served.
Section 4: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Article V: Committees
Section 1: Committees of Directors
The Board of Directors may designate and appoint one or more committees, each of which shall consist of two or more directors. Such committees shall have and exercise the authority of the Board in the management of the Cooperative.
Section 2: Other Committees
Other committees not having and exercising the authority of the Board in the management of the Cooperative may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.
Article VI: Financial Management
Section 1: Fiscal Year
The fiscal year of the Cooperative shall begin on the first day of January and end on the last day of December each year.
Section 2: Financial Records
The Cooperative shall keep correct and complete books and records of account. All financial records shall be audited annually by a certified public accountant selected by the Board of Directors.
Section 3: Checks, Drafts, and Orders
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Cooperative shall be signed by such officer or officers, agent or agents of the Cooperative and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Article VII: Indemnification
The Cooperative shall indemnify its directors, officers, and employees to the fullest extent permitted by law against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit, or proceeding by reason of the fact that they are or were directors, officers, or employees of the Cooperative.
Article VIII: Amendments
These Bylaws may be amended or repealed, and new Bylaws adopted, by a two-thirds (2/3) vote of the members present at any regular or special meeting of the members, provided that notice of such proposed amendment shall have been given to each member at least thirty (30) days prior to such meeting.
These Articles of Incorporation and Bylaws provide the structure and governance for MooLand Dairy Cooperative, ensuring a clear and organized approach to achieving its goals and serving its members.
