The name of this Corporation shall be: Toledo Natural Food Cooperative, Inc.
The period of duration of this Corporation shall be perpetual.
This Corporation is incorporated pursuant to Section 1729.28 of the Ohio Revised Code for the purpose of purchasing, in quantity, grain, goods, groceries, fruits, vegetables, provisions, or any other articles of merchandise, and distributing them to consumers at the actual cost of purchasing, holding, and distribution, and to perform any other activities not prohibited by law.
(1) Powers: This Corporation shall have the following powers:
(a) To borrow money without limitation as to amount of corporate indebtedness or liability; to give a lien on any of its property as security therefor in any manner permitted by law; and to make advance payments to members and other producers;
(b) To transact business with and/or for Members and to act as the agent or representative of any Member in any of the activities mentioned in article III thereof;
(c) To buy, lease, hold and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of the business of this Corporation, or incidental thereto;
(d) To draw, make, accept, endorse, guarantee, execute, and issue promissory notes, bills of exchange, drafts, warrants, certificates, and all kinds of obligations and negotiable or transferable instruments for any purpose that is deemed to further the object for which this Corporation is formed and to give a lien on any of its property as security therefore;
(e) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise use and deal in and with, shares or other interests in, or obligations of, domestic or foreign corporations, associations partnerships or individual proprietorships;
(f) To acquire, own, develop any interest in patents, trademarks, and copyrights connected with or incidental to the business of this Corporation;
(g) To indemnify any Director, Member of its business management board or officer of former Director, Member of the business of management board or officer of this Corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such Director, member of its business management board, or off1cer, except in relation to matters as to which he or she did not act in good faith and as a prudent person of the same background would have acted in the same circumstances;
(h) To make any Bylaws or resolutions adapted after notice;
(i) To cooperate with other similar associations in creating central, regional, or natural cooperative agencies, for any of the purposes for which this Corporation is formed, and to become a member or shareholder of such agencies as now are or hereafter may be in existence;
(j) To conduct its corporate activities under the business name of Phoenix Earth Food Co-op;
(k) To have and exercise, in addition to the foregoing, all powers, privileges, and rights conferred on ordinary corporations and cooperative corporations by the law of this state and all powers and rights incidental or conducive to carrying out the purposes for which this Corporation is formed, except such as are inconsistent with the express provisions of the act under which this Corporation is incorporated, and to do any such thing anywhere; and the enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers which may by law be possessed by this Corporation all of which are hereby expressly claimed.
This Corporation shall not have any stock but shall admit applicants to Membership on such uniform terms and conditions and for such fee as may be prescribed by the Board of Directors of this Corporation pursuant to the Bylaws. The Corporation shall be operated on a cooperative basis for the mutual benefit of its Members as consumers.
The voting rights of the Members of this Corporation shall be equal, and no Member shall have more than one vote upon each matter submitted to a vote at a meeting of the Members. The maximum number of memberships any member can own is one.
To provide funds for its corporate purposes, this Corporation may temporarily hold back from proceeds otherwise payable currently to the Members of their patronage any amount to be determined by the Board of Directors from time to time which shall become a part of this Corporation's revolving fund.
In the event of dissolution of this Corporation, its assets shall be distributed in the following manner and order; (1) by paying its debts and expenses; (2) by distributing any surplus among those patrons who have been members and subscribers at any time during the past two years, on the basis of their patronage during that period, provided that no Member shall share in dissolution more than five (5) per cent of the surplus being distributed.
The Association shall have its principal place of business in the City of Toledo, County of Lucas, State of Ohio.
The initial Board of Directors shall consist of five (5) Directors and the names and addresses of the persons who are to serve as the initial Directors of the Corporation until the election and qualification of their successors in a manner as set forth in the bylaws of the Corporation are:
Helen Elden, President
(address)
Kristie Dubois, Vice-President
(address)
Rebecca Fitzpatrick, Treasurer
(address)
Theresa Gragg, Secretary
(address)
Dini Schut
(address)
The Members of the Corporation shall have the right, to be exercised at each annual meeting, to elect the officers of the corporation in a manner to be determined in the Bylaws.
The names and addresses of the incorporators of the Corporation are:
Helen Elden
Helen Elden
(address)
Kristie Dubois
Kristie Dubois
(address)
Rebecca Fitzpatrick
Rebecca Fitzpatrick
(address)
Theresa Gragg
Theresa Gragg
(address)
Dini Schut
Dini Schut
(address)
IN WITNESS WHEREOF, we, the undersigned, being the persons named as the incorporators, have executed these Articles of Incorporation the 1st day of October , 1991.
Helen Elden
Helen Elden
Kristie Dubois
Kristie Dubois
Rebecca Fitzpatrick
Rebecca Fitzpatrick
Theresa Gragg
Theresa Gragg
Dini Schut
Dini Schut
STATE OF OHIO )
)SS:
COUNTY OF LUCAS
Sworn to before me and subscribed in my presence this 1st day of October , 1991 at Toledo, 0hio.
Terry J Lodge
Notary Public
Nonexpiring Commission
The undersigned, being at least a majority of the incorporators of Toledo Natural Food Cooperative, Inc. dba Phoenix Earth Food Co-Op, hereby appoint Helen Elden to be a statutory agent upon which any process, notice or demand required or permitted by statute to be served upon the corporation may be served.
The complete address of the agent is: (address), Lucas County, Ohio.
Date: October 1, 1991
Theresa Gragg
Incorporator
Rebecca Fitzpatrick
Incorporator
Kristie Dubois
Incorporator
To the Incorporators of Toledo Natural Food Cooperative, Inc: I accept your appointment as Statutory Agent.
Date: October 1, 1991
Helen Elden
Helen Elden