Articles of Incorporation

We, the undersigned, being citizens of the United States and of lawful age, for the purpose of forming a lawful association in the State of Florida, and for the purposes expressed herein, do hereby adopt the following Articles of Incorporation:

Article 1: Name and Location

1.1 The name of this Corporation shall be The Local Food Initiative.

1.2 The registered address of the Corporation is 1015 NE 13th Place in Alachua County in the State of Florida, or such other location in Alachua County as may later be listed in the By-Laws of this Corporation.

1.3 The duration of this Corporation shall be perpetual.

Article 2: Purpose and Principles of Operation

The purpose of this Corporation is to provide a retail marketplace that sells grown and/or processed foods and non-food items, for the mutual benefit of its producer and consumer members. The activities of this Corporation are governed by its core values of social justice, environmental stewardship, and economic sustainability. This association shall be operated on a cooperative basis for the mutual benefit of its members as patrons, producers and employees and owners of the Corporation. The Corporation shall exist for those purposes as outlined in the articles of incorporation and Corporation By-Laws.

The Corporation shall be operated in accordance with cooperative principles adopted by the International Cooperative Alliance, including:

2.1 Voluntary and open membership to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination;

2.2 Democratic governance by members with equal voting rights among members and opportunity for participation in setting policies and making decisions;

2.3 Economic participation by members with members equitably contributing to, and democratically controlling, the capital of the Corporation, and with earnings being equitably distributed and applied to the development needs of the Corporation and to supporting other activities approved by the membership;

2.4 Autonomy and independence of the Corporation as a self-help organization controlled by its members;

2.5 Educating and training members, Directors, and employees so they can contribute effectively to the development of the Corporation, and informing the general public about the nature and benefits of co-operation; Strengthening the cooperative movement by working with other cooperative organizations at all levels; and Working for sustainable development of the Corporation’s community.

Article 3: Capital Stock

The Corporation is organized with capital stock.

Issuance
The Corporation is authorized to issue an initial 52,000 shares of capital stock of the following description:

Class: Member
Qty: 50,000 Shares
Par Value: $100
Patronage Refunds: Yes
Voting Rights: Yes

Class: Investor
Qty: 2,000
Par Value: $500
Patronage Refunds: No
Voting Rights: No

Terms
Investor Class:
• Shareholders shall receive an 8%, cumulative, preferred dividend.
• Investors are not considered members of the Corporation, do not have any voting rights, and do not receive a share of Patronage Refunds.
• All stock is non-transferable unless otherwise determined by the Board.
• The Corporation reserves the right to acquire and/or recall any Investment stock.
Member Class:
• Members are entitled to Patronage Refunds, as defined in Article 5.
• Each membership share equals one vote.
• Each individual entity may only purchase one membership share unless otherwise determined by the Board.
• All stock is non-transferable unless otherwise determined by the Board.
• Classes of membership are defined in Article 4.
• Additional Rights & Resposibilities for Members and Investors are detailed in the Corporation By-Laws.

3.3 Dissolution. Upon dissolution or final liquidation of this Corporation, the assets of the Corporation shall be distributed in the following order or priority:
Salaries and wages owed to employees through the date of liquidation.

All creditors of the Corporation, including bank loans, personal loans, and trade accounts payable that have arisen in the normal course of business.

All investor class shareholders, including both shareholder equity and cumulative preferred dividends on account as of the date of liquidation.

Any remaining assets shall be distributed equitably to all member class shareholders based on each member’s cumulative equity account first and evenly to each member thereafter.  
No changes may be made to the foregoing basis for distribution of assets upon liquidation of the Corporation.

The private property of the members of the corporation shall not be subject to the payment of corporate debts and no member shall be individually liable or responsible for any debts or liabilities of the corporation.

Article 4: Membership

4.1 Designation. Any human individual, Corporation, cooperative or non-profit corporation shall qualify to be a member. The Board of Directors of a Corporation, cooperative, or non-profit corporation which is a member, may designate a representative to vote that entity’s vote.
Members shall be any individuals who have attained the age of sixteen (16) years and adhere to the rights and responsibilities of the membership plan for which they apply.

4.2 Method of Acceptance. Anyone may become a member of the Corporation by completing a membership application and paying the fees required by the current membership fee as described in the by-laws.

4.3 Refundable. All memberships are to be a one-time, refundable fee.

4.4 Non-Transferability. The membership purchased shall be non-transferable. The fee for each membership plan shall be equal, and determined by, and used for purposes designated by, the Board.

4.5 Types of Membership. There shall be three categories of membership as follows:
Consumer Members

• Individual;
• Household, defined as two or more adults residing under the same roof;
• Business;
• Student, currently enrolled in a qualified educational institution; and
Low Income, defined as an individual or household on government assistance.
Producer Members
Any producers of agricultural products (individuals, firms, partnerships, corporations or cooperatives whose membership is controlled by producers)
Worker Members
Any current employee of the Corporation.

4.7 Termination of Membership. Members wishing to withdraw from the Corporation may do so at any time and receive a full refund of their membership fee. Members will allow the Corporation a 30 day grace period to repay their membership fee.

4.8 Discretionary Termination of Membership. Whenever the Board of Directors, by resolution, finds that a member has (a) intentionally or repeatedly violated any Article or Bylaw of this Corporation, or (b) breached any contract with this Corporation, or (c) willfully obstructed any lawful purpose or activity of this Corporation; then in any such event, the Board of Directors, in its sole discretion, may terminate the membership.

4.9 Effect of Termination. Upon termination of membership, all voting rights and other rights of membership shall automatically cease. No action taken hereunder shall impair the obligations or liabilities of either party under any contract with the Corporation which may be terminated only as provided therein.

4.10 Duty of Loyalty. It is the duty of all members to loyally support the Corporation and to patronize it on a regular basis.

4.11 Settlement of Disputes. In any dispute between the Corporation and any of its members or former members that cannot be resolved through informal negotiation, it shall be the policy of the Corporation to first use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

Article 5: Patronage Refunds

All net proceeds (savings) of this Corporation in excess of additions to reserves shall be distributed annually to members to the extent and in the manner provided in the Bylaws. Any such credits shall be redeemable only at the option of the Board of Directors.

Article 6: Board of Directors

The business and affairs of this corporation shall be managed under the direction of the Board of Directors of not less than five (5) directors who shall be elected by and from the members at the annual meeting in such number and for such terms of office as the Bylaws shall prescribe.

The Incorporators of this corporation shall constitute the interim Board of Directors until such time as the First Annual Meeting of the Corporation shall be held.   The names and post office addresses of each of the incorporators are as follows:

Gretchen McIntyre 824 NW 9th Ave,
Elizabeth Nesbit 1015 NE 13th Place
Wesley Hogan 824 NW 9th Ave,
Noah Shitama 1015 NE 13th Place
Matt Vargas

Article 7: Interpretation and Amendment

7.1 Severability. In the event that any provision of these articles is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.

7.2 Amendments. These articles may be amended or repealed only by vote of current members at an annual or special membership meeting by a 2/3 majority, provided that the notice of the meeting at which the amendment is to be adopted contains or is accompanied by a copy or summary of the amendment and the meeting is announced.

Article 8: Indemnification

8.1 The Corporation may, to the extent legally permissible, indemnify each of its present and former members, Directors, agents, and employees (“Covered Persons”) against all expenses and liabilities that a Covered Person has reasonably incurred in connection with or arising out of any action or threatened action, suit, or proceeding in which a Covered Person may be involved by reason of being or having been a Covered Person. Such expenses and liabilities shall include, but not be limited to, judgments, court costs, attorney’s fees, and reasonable settlements. The foregoing indemnification provisions shall not be exclusive of other rights to which a Covered Person may be entitled to as a matter of law.

IN WITNESS whereof we have made, signed and acknowledged these Articles of Incorporation this 1st day of May, 2008.