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Sec. 185.05 Wis. Stats.

State of Wisconsin Department of Financial Institutions

ARTICLES OF INCORPORATION - COOPERATIVE
Executed by the undersigned for the purpose of forming a Wisconsin cooperative under Ch. 185 of the Wisconsin Statutes: 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 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 address of the cooperative's registered agent in Wisconsin is: (Provide complete address, including street and number, city, county, state and ZIP code)

OR

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

__________________________________________________________________________________

FILING FEE - $25.00, or more

See instructions, suggestions, and procedures on following pages.

DFI/CORP/202(R02/10/03) Use of this form is voluntary.

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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.

OR

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.

DFI/CORP/202(R02/10/03) Use of this form is voluntary.

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Article 11. Executed on (date) by the undersigned incorporators, who will act as the temporary board of directors: (At least 5 are required) NOTE: Sign this document before a Notary Public. INCORPORATOR's name and business address: I) Signature: I)

II)

II)

III)

III)

IV)

IV)

V)

V)

VI)

VI)

VII)

VII)

This document was drafted by (Name the individual who drafted the document)

DFI/CORP/202(R02/10/03) Use of this form is voluntary.

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Instructions - Go to Next Page

State of County of Personally came before me on I) III) V) VII) to me known to be the persons who executed the foregoing instrument, and acknowledged the same. + + (Signature of Notary) + + (Printed name of Notary) expires on . II) IV) VI) (date), the aforementioned incorporators

(Seal impression) My commission, issued by the State of

INSTRUCTIONS (Ref. sec. 185.05, Wis. Stats. for document content) Submit two signed, notarized copies to Dept. of Financial Institutions, P O Box 7846, Madison WI, 53707-7846, 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 345 W. Washington Ave., 3rd Floor, Madison WI, 53703). Both copies must bear original manual signatures. This form may be used to accomplish a filing required or permitted by statute to be made with the department. 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 608-266-8818 for TDY. Article 1. The name must include the term "cooperative" or an abbreviation thereof. Article 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. Article 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. DFI/CORP/202(R02/10/03) Use of this form is voluntary.

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Instructions - Go to Next Page

INSTRUCTIONS (Continued) Article 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. Article 5. Indicate (X) either the number of directors or that the number of directors will be fixed by the bylaws. Article 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. Article 7. Indicate (X) if the cooperative is or is not organized with capital stock. If organized with capital stock, also complete Article 8. Article 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. Article 9. State the basis of distribution of assets of the cooperative upon liquidation. Article 10 A or B. Indicate (X) whether or not the articles of incorporation may be amended to change the basis for distribution of assets upon liquidation. Article 11. Enter the name and business address of each incorporator. At least five incorporators are required, one of which must be a resident of Wisconsin. The articles must be signed before a Notary Public by all of the incorporators. The Notary Public must complete his/her statement, sign and affix his/her official seal. If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner. If the document is not executed in Wisconsin, enter that remark. FILING FEE - $25.00, if the cooperative is organized without capital stock. If organized with capital stock, the fee is $1.25 for each $1,000 of capital stock, but not less than $25.00. Make check payable to Department of Financial Institutions. RECORDING FEE - $ 23.00 for this standard form with no additional pages. If pages are added, add $2.00 more for each additional page. Make check payable to Register of Deeds, but submit the check to the Department of Financial Institutions with the document. The department will forward the check and a copy of the filed document to the Register of Deeds for recording. DFI/CORP/202I(R02/10/03)

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ARTICLES OF INCORPORATION - COOPERATIVE




Your return address and phone number during the day: (

) ______ - ________________

DFI/CORP/202I(R02/10/03)

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