Your Co-op
In the Market
Our Community
Ownership
Health
Food in the News
Contact

ARTICLES OF INCORPORATION OF CENTRAL CO-OP

(dba Madison Market)

ARTICLE I NAME
The name of this corporation is CENTRAL CO-OP (referred to hereinafter as the CO-OP.)

ARTICLE II DURATION
The duration of this corporation shall be perpetual.

ARTICLE III PURPOSES
The purposes for which the CO-OP is formed are:
1. To work towards the community’s providing itself with wholesome food and products that are produced and distributed in a manner respectful of the earth and its people;
2. To empower the community to educate itself;
3. To engage in the business of buying and selling goods and services as a retailer according to consumer cooperative and financially sound principles; and
4. To engage in all such activities as are incidental or conducive to attainment of the purposes of the CO-OP or any of them, and to exercise all powers now or hereinafter permitted by the State of Washington for corporations formed under the Miscellaneous and Mutual Corporations Act, Chapter RCW 24.06 or any successor statute.

ARTICLE IV MEMBERSHIP
1. Any person regardless of race, nationality, political opinion, sex, sexual preference, age, or religious belief, shall be eligible to become a member of the CO-OP by following the procedures set forth in the Bylaws. This shall include a membership fee and a regular equity contribution to the CO-OP. The amount of this equity contribution and the terms of payment shall be set forth in the Bylaws. Membership shall be for the life of the member and shall be non-transferable (including by succession). Procedures for maintaining “active” membership status shall be consistent with the provisions of RCW 24.06.065 or successor statute.
2. Only “active” members shall be allowed to vote or be elected to serve on the Board of Trustees. Each “active” member shall only be entitled to one vote. Voting shall be conducted consistent with RCW 24.06.110 or successor statute. “Active” membership shall be conferred on persons maintaining membership equity payments as defined in the Bylaws and be subject to conditions set forth in the Bylaws to maintain “active” status.
3. An “active” member shall become “inactive” if s/he ceases to meet the requirements set forth in these Articles or the Bylaws. “Inactive” members shall not have a vote in the selection of the Board of Trustees, amending the Articles, or in any other proposals to the CO-OP membership. Such members shall have the right to become “active” by complying with the conditions set forth in the Bylaws.
4. A class of “exempt” members may be set forth in the Bylaws or be defined by the Board of Trustees. Members qualifying as “exempt” shall be entitled to all rights and privileges of the CO-OP membership, but shall not have a vote in the selection of the Board of Trustees, amending the Articles, or in any other proposals to the CO-OP membership.
5. A class of “affiliate” membership may be established by the Bylaws or be defined by the Board of Trustees. This class may include households, businesses, organizations, and other co-ops. Affiliated members shall have rights and privileges as defined by the Bylaws, but shall not have a vote in the selection of the Board of Trustees, amending the Articles, or in any other proposals to the CO-OP membership.
6. The election of Trustees of the CO-OP by the “active” members may be taken by mail-in secret ballot distributed by mail or at the CO-OP premises as directed by the Board of Trustees.
7. Membership may be terminated as set forth in the Bylaws. After termination, the terminated member shall be entitled to the lesser of all member equity paid in by such member or the fair value of such member’s membership, less any amount owed the CO-OP by that member.
8. A member may during his or her lifetime terminate the membership. After termination, the terminated member shall be entitled to the lesser of all member equity paid in by such member or the fair value of such member’s membership, less any amount owed the CO-OP by that member. If a member becomes “inactive” (as defined herein) and remains inactive for five years and does not redeem that member’s paid-in equity, then that equity shall be considered donated and be transferred to the CO-OP. If within the following three years the former member presents his or her individual membership certificate to the CO-OP, the member shall be reinstated in accordance with the provisions of the Bylaws and the equity shall be reinstated. If the member does not appear within the said eight-year period, then the member shall have forfeited all rights of membership, their name shall be stricken from membership rolls, and their membership certificate shall be cancelled. The equity transferred to the CO-OP shall no longer be refundable.

ARTICLE V AMENDMENTS TO THE ARTICLES OF INCORPORATION
1. These Articles may be amended by a 2/3 vote of “active” members. A quorum for an election to amend these Articles shall be 25% of the “active” membership or as defined by RCW 24.06.115 or successor statute.
2. Amendments to these Articles may be conducted by mail-in ballot. Ballots may be distributed at the CO-OP premises or be mailed to the “active” membership. The Board of Trustees shall determine the most suitable ballot distribution and conduct the elections in accordance with the provisions of RCW 24.06.110 or any successor statute.

ARTICLE VI LIMITATIONS ON LIABILITY OF TRUSTEES.
A trustee shall have no liability to the corporation or its members for monetary damages for conduct as a trustee, except for acts or omissions that involve intentional misconduct by the trustee, or a knowing violation of the law by the trustee, or for any transaction with the trustee will personally receive a benefit in money, property, or services to which the trustee is not legally entitled. If the Washington Nonprofit Miscellaneous and Mutual Corporations Act (RCW 24.06) is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of trustee, then the liability of a trustee shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Miscellaneous and Mutual Corporations Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a trustee of the corporation existing at the time of such repeal or modification for or with respect to an act or omission of such trustee occurring prior to such repeal or modification.

ARTICLE VII CAPITAL STOCK
1. The Board of Trustees may issue non-voting, non-transferable capital stock, with a dividend rate fixed at the time of issuance, and without par value. Purchase of said stock shall constitute an agreement by the purchaser to sell back to the CO-OP said stock for the same consideration in dollars as was originally paid for it. The Board may enter into agreements with the purchasers of stock regarding the timing of purchase and recall of said stock. There shall be no preemptive rights resulting from ownership of stock.
2. The Membership may at any time prohibit the Board from further issuing of stock, but may not otherwise interfere with the sale or redemption of stock by the Board.
3. Stock may be sold only to CO-OP members residing within the boundaries of the State of Washington.
4. The CO-OP may issue up to10,000 shares of stock.
5. In matters covered under Section 24.06.120 RCW, stockholding members shall receive no additional voting power other than their membership vote, although by law, they must be allowed to vote, even if their membership is not “active.”
6. Application forms for the purchase of stock shall include in writing the provisions of this Article, and the provisions of Article VIII DISSOLUTION, or their reasonable equivalent. Signature of the purchaser on said form shall constitute agreement to all provisions stated therein. Stock certificates shall have the word “Non-transferable” printed prominently on the face thereof, along with the sale/redemption price and dividend rate.

ARTICLE VIII DISTRIBUTION OF ASSETS UPON DISSOLUTION OR LIQUIDATION
Upon dissolution or final liquidation of the CO-OP, the assets shall be distributed in the following order of priority:
a. Payment of liabilities to non-members;
b. Payment of liabilities to members;
c. Payment of cumulated dividends on stock;
d. Redemption of stock issued and outstanding;
e. Refund of all other member equity payments;
f. Any surplus funds shall be distributed to such nonprofit organization(s), tax exempt under Section 501(c)(3) of the Internal Revenue Code, as the Board of Trustees designates.
If there is not sufficient money available to fully satisfy claims in any category, payments to that category shall be made pro rata.

ARTICLE IX DISSENTING MEMBER
Any member who becomes a dissenting member pursuant to RCW 24.06.250 or any successor statute shall after termination, be entitled to the lesser of all member equity paid in by such member or the fair value of such member’s membership, less any amount owed the CO-OP by that member.

ARTICLE X BOARD OF TRUSTEES
1. The Board of Trustees shall be the principal representatives of the membership and oversee the business and other affairs of the CO-OP. The Board is empowered to perform any action, consistent with RCW 24.06 or successor statute, unless power for such action is specifically vested in the membership by these Articles or the Bylaws.
2. The Board shall consist of five or more “active” members as determined by the Bylaws.

These Restated Articles of Incorporation as heretofore amended, were adopted by the Board of Directors on the 2nd day of February, 1993.