Adopted June 12, 2017

Articles of Incorporation for Davis Food Cooperative, Inc.

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Article I: The name of this corporation is: Davis Food Cooperative, Inc.

Article II: This corporation is a cooperative corporation organized under the Cooperative Corporation Law. (Cal.Corp.Code § 12200 et seq.) The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

Article III: The agent for service of process is Prasanna Regmi, general manager of Davis Food Cooperative, whose business address is 620 G St, Davis, CA 95616.

Article IV: The business address of the cooperative is 620 G St, Davis, CA 95616.

Article V: Membership and Preferred Shares:

  1. The cooperative corporation is authorized to issue fifteen million (15,000,000) total shares, ten million (10,000,000) shares of which shall be Class A: Membership or Common Shares (the “Membership Shares”), and five million (5,000,000) shares of which shall be Class B: Investment or Preferred Shares (the “Investment Shares”) having no voting rights, except as provided by law. Each of the outstanding Membership Shares, as of the effective date of this Restatement, shall be converted into one Class A Membership Share.

  1. The voting power of all members is equal, but the propriety interests of each member may be unequal. No shareholder may have more than one vote, regardless of the number of shares held.

  1. The Class B Investment Shares may be issued from time to time in one or more series. Only members holding Membership Shares may purchase Class B Investment Shares. The Board of Directors is hereby authorized, within the limitations and restrictions stated in these Articles of Incorporation, to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Class B Investment Shares; and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series prior or subsequent to the issue of shares of that series, but not below the number of shares of such then outstanding.

  1. The maximum number of Class B Shares one member may hold at one time is 4 percent (4%) of the total number of shares issued and outstanding at any one time.

Bylaws of the Davis Food Cooperative, Inc.

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Article I: Name

The name of the organization shall be Davis Food Cooperative, Inc. (henceforth “the Cooperative”).

Article II: Ownership and Purpose: The Cooperative shall be owned by its Members and shall operate for the mutual benefit of its Members.

Section 2.1. Business. The primary purpose of the Cooperative is to engage in the business of selling food and other household products and services to Members, who shall be the ultimate consumers of these products.

Section 2. 2. Other Objectives. Other objectives of the Cooperative shall be: 

(A) Cooperative service for the benefit of Members as consumers and the consuming public;

(B) Promotion of the cooperative ideal, and affiliation or cooperation with cooperative organizations in the local community, the state, the nation, and other countries;

(C) Conducting such other activities as will serve the economic, educational, recreational, and cultural welfare of its Members and the public.

Article III: Membership

Article IV: Member Meetings & Elections

Article V: Board of Directors

Article VI: Shares

Article VII: Financial

Article VIII: Initiative

Article IX: Patronage Dividends

Article X: Dissolution

Article IX: Amendments

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