ARTICLES OF ORGANIZATION

CROP SHARE CO-OP LCA

Pursuant to Oklahoma Statutes (“OK Stat.”) Title 18, Article 441 (“Oklahoma Uniform Limited Cooperative Association Act” or “ULCAA”) on behalf of CROP SHARE CO-OP LCA (the “Cooperative”) these Articles of Organization (“Articles of Organization”) are duly authorized and approved to take effect immediately upon being filed.

ARTICLE I

Name

The name of the Cooperative is CROP SHARE CO-OP LCA

ARTICLE II

Offices

The principal business and mailing address for the Cooperative: 607 Hoover St., Norman, OK 73072.

ARTICLE III

Registered Agent

The registered agent and registered agent address for the Cooperative is Jaclyn Saorsail. The person so appointed has consented to the appointment.

ARTICLE IV

Organizer

The full name and address of the organizer is Jaclyn Saorsail, with address at 607 Hoover St., Norman, OK 73072.

 ARTICLE V

                Purpose

The purposes for which the Cooperative is organized are to transact all lawful business for which limited cooperative associations may be organized pursuant to the ULCAA. Specifically, the Cooperative is being formed to expand community supported agriculture.

ARTICLE VI

Preemptive Rights/Cumulative Voting

The Cooperative’s members (“Members”) shall not have preemptive rights and cumulative voting is not permitted for any Members.

ARTICLE VII

Membership Interests and Capital Stock; Property Rights; Net Margins

  1. Qualifications for voting membership in the Cooperative shall be established in and administered pursuant to the Bylaws of the Cooperative. The total number of shares which the Cooperative is authorized to issue is 1,000,000 (one million) shares of common stock (“Common Stock”), issued in one class of Commons Stock, Class A (Member Cooperative), no par; and 100,000 (one hundred thousand) shares of preferred stock (“Preferred Stock”), no par value. The rights, preferences and terms associated with each class are as set forth in the Bylaws of the Cooperative.
  1. Common Stock. Each share of Common Stock shall have one and only one vote on all matters for which a vote may or is to be taken as defined in the Bylaws, and be fully paid, non-assessable and may not be sold, assigned, or otherwise transferred, voluntarily or involuntarily, by operation of law or otherwise, except as set forth in the Bylaws or a membership agreement between the Cooperative and the Member. The Members’ governance rights are subject to the terms of the Holocracy©  Constitution adopted by the Cooperative.
  2. Preferred Stock. Shares of Preferred Stock will be issued in one class, and may be issued in one or more series (each a “Series”), with terms, rights, and conditions determined by the Board. Each Series will be incorporated by reference in the Bylaws. Each share of Preferred Stock may, but need not be conferred with voting rights, and shall be fully paid, non-assessable and may not be sold, assigned, or otherwise transferred, voluntarily or involuntarily, by operation of law or otherwise, except as determined in the Bylaws or definitive investment agreements between the Cooperative and the purchaser. The issuance and holding of Preferred Stock may be restricted as determined in a designation of the Series or in the definitive investment agreement between the Cooperative and a purchaser.
  1. The number of authorized shares of Common Stock and Preferred Stock may be increased or decreased by affirmative vote of the Board of Directors, or as otherwise prescribed by the Bylaws. No member of the Cooperative shall have a direct interest in or claim upon the property of the Cooperative. Qualifications for voting membership in the Cooperative shall be established in and administered pursuant to the bylaws of the Cooperative. The Cooperative may suspend a member’s participation in the Cooperative in accordance with the bylaws.  Only members whose membership has not been suspended shall be entitled to vote.
  2. No other equity or other interest in the Cooperative shall have any voting rights. The bylaws and the Board of the Cooperative may establish non-voting classes of membership which shall not be entitled to any vote on any matter and shall have no property rights or interest in the Cooperative.

ARTICLE VIII

Board of Directors

  1. Except as otherwise provided in these Articles of Organization, in furtherance and not in limitation of the powers conferred by statute, the board of directors of the Cooperative (“Board of Directors”, or “Board”; each a “Director”) is expressly authorized to adopt, amend, alter, repeal, and rescind any or all of the Bylaws of the Cooperative.

  1. Organizational Powers and Discharge of Duties:

  1. The Board shall exercise the corporate powers and shall manage the business and affairs of the Cooperative. The number of Directors and the manner of their election shall be fixed and may be altered from time to time in accordance with the Bylaws.
  2. Each Director shall discharge their duties: (a) in good faith; (b) with care; and (c) in a manner that the Director reasonably believes to be in the best interests of the Cooperative.
  3. In discharging their duties, a Director may rely on information, opinions, reports, or statements, including financial data, if prepared or presented by: (a) one or more officers or employees of the Cooperative whom the Director reasonably believes to be reliable and competent with respect to the information, opinions, reports, or statements; (b) one or more legal counsel, accountants, or other persons retained by the Cooperative as to matters involving expertise or skills the Director reasonably believes are within the person's professional or expert competence; or (c) a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director may not rely on information, opinion, reports, or statements if the Director has knowledge concerning the matter in question that makes the reliance unwarranted.
  4. The Board is granted the full power and authority to determine the appropriate purchase price per membership unit for membership class that may be created by the Board under this Section.
  1. Election: The Board shall be elected in accordance with the Cooperative’s bylaws, as may be amended from time to time (“Bylaws”).

ARTICLE IX

Limitation On Director Liability

  1. A Director shall not be personally liable to the Cooperative or to its Members for monetary damages for breach of its fiduciary duties as a Director, except that this ARTICLE IX shall not eliminate or limit the liability of a Director to the Cooperative or to its Members for monetary damages for any action taken, or any failure to take any action, as a Director otherwise existing for:

  1. the amount of a financial benefit received by a Director to which the Director is not entitled;
  2. an intentional infliction of harm on the Cooperative or the Members;
  3. an unlawful distribution (that is, a distribution made which would cause the Cooperative to not be able to pay its debts as they become due in the usual course of business or a distribution made which would cause the Cooperative’s total assets to be less than the sum of its total liabilities); or
  4. an intentional violation of criminal law.
  1. It is the Cooperative’s intention to limit the liability of its Directors to the fullest extent permitted by applicable law. If the ULCAA is amended or superseded after the effective date of these Articles of Organization to eliminate or limit further the liability of a Director, then, in addition to the elimination and limitation of liability provided by the preceding section, the liability of each Director shall be eliminated or limited to the fullest extent permitted by the ULCAA as so amended or superseded. Any repeal or modification of this ARTICLE IX shall not adversely affect any right or protection of a Director of the Cooperative under this ARTICLE IX, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued.

ARTICLE X

Indemnification

  1. The Cooperative shall indemnify an individual that was made a party to a proceeding because the individual is or was a Director, officer, employee, agent, or other fiduciary of the Cooperative, against reasonable expenses incurred in the proceeding if:

  1. the individual’s conduct was in good faith;
  2. the individual reasonably believed (I) in the case of conduct in an official capacity with the Cooperative, that the conduct was in the Cooperative’s best interests; and (II) in all other cases, that the conduct was at least not opposed to the Cooperative’s best interests; and
  3. in the case of any criminal proceeding, the individual had no reasonable cause to believe their conduct was unlawful.
  1. The Cooperative shall also indemnify any person who is serving or has served the Cooperative as Director, officer, employee, agent, or other fiduciary, and the estate and personal representative of any such person, to the extent and in the manner provided in any bylaw, resolution of the Board or the Members, contract, or otherwise, so long as such provision is legally permissible.
  2. Notwithstanding Sections 10.1 and 10.2:
  1. the Cooperative shall not indemnify a Director, officer, employee, agent, or other fiduciary of the Cooperative in connection with a proceeding in which such individual was adjudged liable to the Cooperative or on the basis that such individual derived an improper personal benefit;
  2. indemnification in accordance with this Article X shall not extend to conduct that does not meet the requirements set forth in Section 10.1; and
  3. the Cooperative shall limit its indemnification of any party to the total assets of the Cooperative.

ARTICLE XI

Amendment of Bylaws

  1. Board Amendment of Bylaws: Until there are three or more Members, , the Board may make, amend, or repeal any provision of the Bylaws without Member approval, except for the matters set out in Section 11.2. It is expressly provided that the Board may make, amend, or repeal provisions of the Bylaws that relate to the terms for admission of new Members without Member approval. If the Board amends the Bylaws in accordance with this Section 11.1, it shall provide a description of any such amendment to Members in a record not later than 30 (thirty) days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the thirty-day period. Once the Cooperative has three or more Members, any amendments to the Bylaws shall require a vote of the Members, pursuant to the terms of the Bylaws.
  2. Member Amendment of Bylaws: The Cooperative shall conduct a Member vote for any amendment to the Bylaws that relates to the equity capital structure, including the rights of Members to share in profits or distributions, and the relative rights, preferences, and restrictions granted or imposed on Members, the transferability of Members’ interest, the manner or method of allocation of profits and losses among Members, and the quorum for a meeting and the rights of voting and governance, except that decisions to issue additional classes of stock shall not require vote by the membership. The Bylaws may be so altered or amended at any regular or special meeting of the Members by 2/3 of the patron Members present at a Members’ meeting.

ARTICLE XII

Amendment of Articles of Organization

        Following approval by two-thirds (2/3rds) of the Board of Directors, any amendment to the Articles of Organization shall be submitted to the Members for approval at any special or regular meeting of the Members, or by action without a meeting, duly authorized by the Bylaws, except that decisions to issue additional classes of stock or series of classes of stock shall not require vote by the membership.  The Articles of Organization may be so altered or amended by at least a two-thirds (2/3rds) approval of the Members present at a duly authorized and convened Members’ meeting or by action without a meeting.

ARTICLE XIII

Action without a Meeting

        Any action required or permitted to be taken at a members meeting, as set forth in the Bylaws, may be taken without a meeting if notice of the proposed action is given and the members holding membership interests having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all of the membership interests entitled to vote thereon, as determined in the Bylaws, were present and voted, consent to the action in a record.

ARTICLE XIV

Duration

        The duration of the Cooperative shall be perpetual

In Witness Whereof,

the Articles of Organization have been signed by the organizer of the Cooperative on this

15th day of March, 2023.

 

By: _______________________________

        

        Jaclyn Saorsail      

        Organizer.