Coop rules/4 Share Structure

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Part 4 -- Share Structure

Authorized share structure

(Rule 20) The capital of the EcoReality Sustainable Land Use and Education Cooperative consists of

  1. an unlimited number of membership shares,
  2. an unlimited number of Class A preferred investment shares,
  3. an unlimited number of Class B preferred investment shares,
  4. an unlimited number of Class C preferred investment shares,
  5. an unlimited number of Class D preferred investment shares,
  6. and an unlimited number of Class E preferred investment shares.

(Rule 21)

  1. Membership shares:
    1. Each member subscribes to exactly one membership share.
  2. Class A shares:
    1. have a par value of $1 per share;
    2. require a minimum initial investment of 10,000 shares;
    3. may be purchased by members or non-members with the approval of the directors;
    4. may not be held jointly;
    5. may bear stock dividends or stock split at a rate that shall be set by the directors from time to time, but at no time shall the rate set be lower than that applied to membership shares;
    6. stock dividends shall be declared and paid on Class A shares before any interest on membership shares, dividends, or patronage rebates are paid out to members;
    7. may be transferred with the approval of the Directors;
    8. have a three-year redemption notice, with a maximum number to be redeemed at one time, to be determined by the directors from time to time, in accordance with Part 4, Division 4 of The Cooperative Association Act;
    9. redemption of a Class A share shall be at its par value;
    10. upon dissolution, will be redeemed prior to membership shares;
    11. at no time shall the number of Class A investment shares issued to non-members exceed 50% of the total number of Class A investment shares.
  3. Class B shares
    1. have a par value of $1 per share;
    2. may be issued by the directors to members or non-members:
      1. in exchange for tangible capital goods at fair market price, or
      2. in exchange for labor personally executed by a member on a capital project;
    3. may not be held jointly;
    4. do not bear interest nor dividend;
    5. may be subject to a negative stock split from time to time at a rate set by the directors, as the capital goods backing these shares age and depreciate;
    6. may be transferred with the approval of the Directors;
    7. can only be redeemed upon termination of membership or special resolution, at par value;
    8. upon dissolution, will be redeemed after Class A investment shares, but prior to redemption of membership shares;
    9. at no time shall the number of Class B investment shares issued to non-members exceed 50% of the total number of Class B investment shares.
  4. Class C shares
    1. have a par value of $1 per share;
    2. may be purchased by members or non-members with the approval of the directors;
    3. may be held jointly;
    4. do not bear interest nor dividend;
    5. may be transferred with the approval of the Directors;
    6. can only be redeemed in exchange for farm goods, the value of which will be determined from time to time by the CSA program steward as directed by the directors;
      1. upon dissolution, may be redeemed for cash if insufficient farm goods are available for redemption;
    7. must be redeemed within one year of investment;
      1. Class C shares that are not redeemed within one year of purchase are null and void;
    8. upon dissolution, will be redeemed for cash after Class B investment shares, but prior to redemption of membership shares.
  5. Class D shares
    1. have a par value of $1 per share;
    2. may be purchased by members or non-members with the approval of the directors;
    3. may be held jointly;
    4. do not bear interest nor dividend;
    5. may be transferred with the approval of the Directors;
    6. can be redeemed at par value;
    7. require a 90-day redemption notice;
    8. upon dissolution, will be redeemed after Class C investment shares, but prior to redemption of membership shares.
  6. Class E shares
    1. have a par value of $1 per share;
    2. may be purchased by members or non-members with the approval of the directors;
    3. may be held jointly;
    4. do not bear interest nor dividend;
    5. may be transferred with the approval of the Directors;
    6. can be redeemed at par value;
    7. require a 90-day redemption notice;
    8. upon dissolution, will be redeemed after Class D investment shares, but prior to redemption of membership shares.

(Rule 22) (Rule 22 has been deleted by special resolution, agreed as recorded in Minutes:20110607.)

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