Articles of Incorporation
Orcas Food Cooperative- A Cooperative Organized Under Washington State Statutes, Chapter 23.86 RCW
ARTICLE I. NAME The name of this association shall be Orcas Food Cooperative hereafter referred to as the Co-op.
ARTICLE II. PURPOSE The Co-op is member-owned and shall be operated on a cooperative basis according to commonly recognized cooperative principles and values such as those agreed upon by the International Cooperative Alliance. The purpose for which the Co-op is organized is to operate a food cooperative business so that members can buy their groceries and other personal and household items; and for any other purpose which is lawful under the corporation statutes of Washington State.
ARTICLE III. PRINCIPAL PLACE OF BUSINESS AND ADDRESS The principal place of business and registered office of this association shall be located in Eastsound, Washington.
ARTICLE IV. PERIOD OF DURATION The period of duration of this association shall be perpetual.
ARTICLE V. MEMBERSHIP
Section 5.01. Membership Basis. This association is organized without common stock on a membership basis.
Section 5.02. Transfer. A membership is transferable only with the consent and approval of the board.
Section 5.03. Property Rights and Interest. Property rights and interest of each member shall be equal.
ARTICLE VI. PATRONS' NET MARGINS Net income in excess of dividends and additions to reserve shall be distributed at the board's discretion on the basis of patronage.
ARTICLE VII. VOTING Each member shall have one vote in the affairs of the cooperative.
ARTICLE VIII. DIVIDENDS Dividends on any interest in the association may not exceed eight percent annually.
ARTICLE IX. DISSOLUTION
Section 9.01. In the event of dissolution, obligations of The Co-op shall be discharged in the following order: 1) Debts 2) Capital Investment of Active Members that have properly requested a return of their investment at least 90 days prior to the date of dissolution.
Section 9.02. Any surplus following the above provisions shall be given to remaining Active Members in equal payments.
ARTICLE X. DIRECTORS The Cooperative shall be governed by a Board of Directors not less than five (5) directors in size
Name and First Term Ending Date
Ken Katz - November 1, 2015
Learner Limbach - November 1, 2015
Marta Nielson - November 1, 2015
John Dey - November 1, 2014
Elisabeth C. Byers - November 1, 2014
ARTICLE XI. LIABILITY No director or officer of this cooperative shall be personally liable to the cooperative or its members for monetary damages for breach of fiduciary duty as a director, except for liability:
(a) for a breach of the director's duty of loyalty to this cooperative or it's members;
(b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
(c) for a transaction from which the director derived an improper personal benefit
It is the intention of the members of this cooperative to eliminate or limit the personal liability of the directors and officers of this association to the greatest extent permitted by Washington State law. If amendments to the Washington State Statutes are passed after this Article XI becomes effective which authorize cooperative associations to act to further eliminate or limit the personal liability of directors, then the liability of the directors and officers of this cooperative shall be eliminated or limited to the greatest extent permitted by the Washington State Statutes, as so amended. Any repeal or modification of this Article XI by the members of this cooperative shall not adversely affect any right of or any protection available to a director or officer of this association which is in existence at the time of or such repeal modification.
ARTICLE XII. INCORPORATOR(S) (MINIMUM OF ONE PERSON, NO MAXIMUM)
Date Name Address
8/22 Learner Limbach 236 Rags Rd.
Olga, WA 98279