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Vermont Secretary of State ARTICLES OF INCORPORATION of (How to Start a Business)

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Vermont Secretary of State
ARTICLES OF INCORPORATION of a Vermont
General Cooperative Association
(Consumers’, Marketing, or Railroad)
a. RETURN ACKNOWLEDGEMENT TO: (REQUIRED - NAME AND MAILING ADDRESS)
NAME
ADDRESS
THIS DOCUMENT MUST BE TYPEWRITTEN OR PRINTED (11A V.S.A. § 1.20)
PLEASE REVIEW INSTRUCTIONS PAGE BEFORE BEGINNING
11A V.S.A. § 20.02 DIVISION OF CORPORATIONS FORM CORP-1(P)
(REV. 07/01/15) Page 1 of 3 CORPORATION REGISTRATION (COOPORATIVE)
Business ID:
Processed by:
FOR OFFICE USE ONLY
ARTICLE 1. BUSINESS NAME
REQUIRED- NAME MUST INCLUDE IDENTIFIER SUCH AS “CORP,” “INC,” “CO,” OR “LTD.”- SEE INSTRUCTIONS PAGE FOR MORE OPTIONS
BUSINESS NAME:
ARTICLE 2. BUSINESS TYPE
REQUIRED – SELECT ONE (1) OF THE FOLLOWING:
This is a Consumers’ Cooperative organized under 11 V.S.A. Chapter 7 for the acquisition and distribution for the benefit of ultimate
consumers of property, goods, commodities or services.
This is a Marketing Cooperative organized under 11 V.S.A. Chapter 7 for the marketing of agricultural or handcrafted products.
This is a Railroad Cooperative organized under 11 V.S.A. Chapter 7 for the organization, acquisition and operation of a general
transportation business by railroad, including truck, bus, air and water transportation subsidiaries of the railroad.
ARTICLE 3. BUSINESS PURPOSE:
NAICS CODE (PREFERRED) OR BRIEF STATEMENT OF PRIMARY GOODS OR SERVICES TO BE PROVIDED
BUSINESS PURPOSE
ARTICLE 4. INITIAL PRINCIPAL BUSINESS OFFICE REQUIRED.
a. STREET ADDRESS: NO PO BOX
City/Town: State/Province:
Country: ZIP/Postal Code: -
b. MAILING ADDRESS:
City/Town: State/Province:
Country: ZIP/Postal Code: -
c. BUSINESS EMAIL:
ARTICLE 5. INITIAL DIRECTORS
REQUIRED – MINIMUM OF FIVE (5) INITIAL DIRECTORS – 3 MUST BE VERMONT RESIDENTS
a. NAME:
Address:
City/Town: State:
VT
ZIP: -
b. NAME:
Address:
City/Town: State: VT ZIP: -
c. NAME:
Address:
City/Town: State: VT ZIP: -
d.
NAME:
Address:
City/Town: State/Province:
Country: ZIP/Postal Code: -
This page intentionally left blank.
(Reverse of Page 1 of 3)
Vermont Secretary of State
ARTICLES OF INCORPORATION of a Vermont
General Cooperative Association
(Consumers’, Marketing, or Railroad)
11A V.S.A. § 20.02 DIVISION OF CORPORATIONS FORM CORP-1(P)
(REV. 07/01/15) Page 2 of 3 CORPORATION REGISTRATION (COOPORATIVE)
e.
NAME:
Address:
City/Town: State/Province:
Country: ZIP/Postal Code: -
CHECK IF APPLICABLE:
This corporation has more than five (5) directors. MUST ATTACH A COMPLETE LIST OF ADDITIONAL PRINCIPLES.
ARTICLE 6. INITIAL CLERK (CORPORATE SECRETARY)
REQUIRED.
NAME:
Address:
City/Town: State/Province:
Country: ZIP/Postal Code: -
ARTICLE 7. INITIAL STOCK PROVISIONS
REQUIRED – SELECT ONE (1) OF THE FOLLOWING
This Cooperative Corporation is hereby organized without capital stock and subject to the following provisions:
a. The property rights and interest of the members are: SELECT ONE (1) OF THE FOLLOWING.
Equal.
Not equal, and as such:
(1) The general rules applicable to all members by which the property rights and interest, respectively, of each member shall be
determined and fixed as follows:
(2) Provision(s) for the admission of new members who shall be entitled to share in the property of the association in
accordance with such general rules listed above are as follows:
b. This article of this document he shall not be altered, amended, or replaced except by the written consent or vote representing
three-fourths of the members;
c. The members shall have the right to vote in person or alternate only and not by proxy or otherwise. NON-AMENDABLE PROVISION
This Cooperative Corporation is hereby organized with capital stock and subject to the following provisions:
a. AMOUNT OF STOCK authorized to be issued: REQUIRED.
(1) The number of shares into which Capital Stock is divided:
(2) The total par value: $
b. DIVISION OF CAPITAL STOCK
REQUIRED – SELECT ONE (1) OF THE FOLLOWING.
The capitol stock will not be divided into more than one class; all shares will have unlimited voting rights, and equal receipt of
net assets upon dissolution.
The capital stock will be divided as follows into the following classes:
(1) Preferred: Shares; the nature and definite extent of the preference and privileges granted to this class are as follows:
(2) Common: Shares; the nature and definite extent of the preference and privileges granted to this class are as follows:
c. The stockholders shall have the right to vote in person or alternate only and not by proxy or otherwise. NON-AMENDABLE PROVISION
This page intentionally left blank.
(Reverse of Page 2 of 3)
Vermont Secretary of State
ARTICLES OF INCORPORATION of a Vermont
General Cooperative Association
(Consumers’, Marketing, or Railroad)
11A V.S.A. § 20.02 DIVISION OF CORPORATIONS FORM CORP-1(P)
(REV. 07/01/15) Page 3 of 3 CORPORATION REGISTRATION (COOPORATIVE)
ARTICLE 8. INITIAL REGISTERED AGENT
REQUIRED
a.
NAME:
b. PHYSICAL BUSINESS ADDRESS: AGENT’S REGULAR LOCATION DURING NORMAL BUSINESS HOURS.
Street Address NO PO BOX
City/Town: State:
VT
ZIP: -
c. MAILING ADDRESS:
City/Town: State:
VT
ZIP: -
c.
EMAIL:
ARTICLE 9. INCORPORATOR REQUIRED.
NAME:
Address:
City/Town: State/Province:
Country: ZIP/Postal Code: -
ARTICLE 10. DELAYED EFFECTIVE DATE OPTIONAL MAY BE POST-DATED UP TO 90 DAYS FROM DATE OF RECEIPT
CERTIFICATION OF DOCUMENT
REQUIRED
I hereby certify, under penalty of law, (11A V.S.A. §1.29), as the incorporator listed above, that the above information is accurate; and that this
document is provided in duplicate with a check or money order made payable to "VT SOS" in the amount of $125.00.
Signature of Incorporator Date
Vermont Secretary of State
ARTICLES OF INCORPORATION of a Vermont
General Cooperative Association
(Consumers’, Marketing, or Railroad)
11 V.S.A. § 1635 DIVISION OF CORPORATIONS FORM CORP-1(P)
(REV. 07/01/15) Instruction Page CORPORATION REGISTRATION (COOPORATIVE)
SUBMISSION INSTRUCTIONS
a. This form must be filed in duplicate (1 original + 1 copy –or-- 2 originals) with a check or money order, payable to “VT SOS,” in the amount
of $125.00, and a self-addressed stamped envelope.
b. This form can ONLY be accepted by Mail or In-person at:
Vermont Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05633-1104
c. Please allow 7-10 business days, or more, from the day that this form received in our office, for processing and (if approved) for this
business appear on the website at www.vtsosonline.com
, and for evidence of filing to be returned.
***THIS FILING IS NOW AVAILABLE ONLINE***
This form CANNOT be accepted by Phone, Fax, or E-mail; however, this filing is now available online:
o If you wish to submit this filing electronically, DO NOT fill out this form, please file online at
https://www.vtsosonline.com/online/Account?referrer=BF.
o
Payment for this form also CANNOT be accepted by credit card or e-check (ACH); however, payment by credit card or e-check (ACH)
is available by filing online:
o If you wish to submit payment by credit card or e-check (ACH), DO NOT fill out this form, please file online at
https://www.vtsosonline.com/online/Account?referrer=BF.
Online filing normally takes 3-5 business days or less.
FORM INSTRUCTIONS
a. RETURN ACKNOWLEDGEMENT TO: Required.
Article 1. Required
a. the Business Name must be Distinguishable in the Records of the Secretary of State (as of 7/1/2015). For more
information, please see:
https://www.sec.state.vt.us/corporations/resources/business-name-availability-rules.aspx
b. A corporate name (including Benefit and Workers’ Cooperative) in accordance with 11A V.S.A. § 4.01:
(1) must contain the word "CORPORATION," "INCORPORATED," "COMPANY," or "LIMITED;" or the abbreviation
"CORP," "INC," "CO," OR "LTD;" or words or abbreviations of like meaning in another language;
(2) may not contain language stating or implying that the corporation is organized for a purpose other than that
permitted by 11 3.01 and its articles of incorporation;
(3) may have the word "COOPERATIVE" or any abbreviation thereof
(4) may not include any word otherwise prohibited by law.
Article 2. Required – Must choose 1, and only 1.
Article 3. Required
- NAICS CODE (preferred) or brief statement of primary goods or services to be provided by this corporation.
Article 4. Required - Primary location where business will be conducted under this business name, or primary location where
business records are kept.
Article 5. Required - The names and usual business addresses of all (minimum 5, 3 of which must be Vermont residents) initial
directors.
Article 6. Required –The name of the initial corporate secretary.
Article 7. Required - Provisions regarding capital stock.
Article 8. Required.
Article 9. Required.
Article 10. Optional – These articles must be postdated up to 90 days from date of receipt.
Certification. This document must be executed by the incorporator listed in Article 10.
For Questions, please contact the Corporations Division at:
corps@sec.state.vt.us or at (802) 828-2386
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