ARTICLES OF INCORPORATION

OF

THE MORINGA GROWER’S CO-OP, INC.

 

Pursuant to Section 607.1007(5), Florida Statutes, the Articles of Incorporation of The Moringa Grower’s Co-op, Inc., a Florida for-profit corporation.

 

ARTICLE I

NAME AND LOCATIONS:

 

The name of the corporation, herein called the "MGC” is

The Moringa Grower’s Co-op, Inc., and its permanent address is:

The MGC Principal Office location is:

7830 38th Ave N, Ste 1. St. Petersburg, Fl 33710

 

ARTICLE II

PURPOSE:

The purpose for which the MGC is organized is to provide an entity pursuant to the Florida Cooperative Act for the operation of The Moringa Grower’s Co-op, located in Hillsborough County, Florida.

The MGC is organized and shall exist as a corporation for profit under the laws of the State of Florida, and no portion of any earnings of the MGC shall be distributed or inure to the private benefit of any member, officer or director. For the accomplishment of its purposes as it may hereafter be amended, including but not limited to the following:

 To market for its producer and worker members and other patrons of the MGC any and all moringa trees or any products derived therefrom: to engage in any activity in connection with the growing, picking, gathering, harvesting, receiving, assembling, handling, grading, cleaning, shelling, standardizing, packing, preserving, drying, processing, transporting, storing, financing, advertising, selling, marketing, or distribution of any such moringa trees or any products derived therefrom: to purchase for its members and others commercial or agricultural properties and equipment: to manufacture, process, sell, store, handle, ship, distribute, furnish, supply and procure any and all such material from locally grown moringa trees; and to exercise all such purpose in any capacity and on any cooperative basis that may be agreed upon.

 

ARTICLE III

POWERS:

 The MGC shall have all of the common law and statutory powers and duties of a corporation for profit under the laws of the State of Florida, except as limited or modified by these Articles, the Bylaws, Exclusive Right of Possession Agreements (sometimes referred to as Proprietary Leases), or the Florida Cooperative Act as it may hereafter be amended, including but not limited to the following:

(A) To enforce the provisions of the Cooperative Act, these Articles, the Proprietary Leases, the Bylaws, the Policies and any Rules and Regulations of the MGC.

(B) To borrow money without limitation as to amount of corporate indebtedness or liability: to give a lien on any of its property as security therefore in any manner permitted by law: and to make advance payments and advances to members and other producers.

(C) To act as the agent or representative of any member or members in any of the activities mentioned in Article III hereof to: buy, lease, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of the business of the MGC, or incidental thereto.

(D) To draw, make, accept, endorse, guarantee, execute, and issue promissory notes, bills of exchange, drafts, warrants, certificates, and all kinds of obligations and negotiable or transferable instruments for any purpose that is deemed to further the objects for which the MGC is formed, and to give a lien on any of its property as security therefore.

(E) To acquire, own, and develop any interest in patents, trademarks, and copyrights connected with, or incidental to, the business of the MGC.

(F) To cooperate with other similar cooperatives in creating central, regional, or national cooperative agencies, for any of the purposes for which the MGC is formed, and to become a member or stockholder of such agencies as now are or hereinafter may be in existence.

(G) To have and exercise, in addition to the foregoing, all powers, privileges, and rights conferred on ordinary corporations and cooperative marketing associations by the laws of this State and all powers and rights incidental or conducive to carrying out the purpose for which the MGC is formed, except such as are inconsistent with the express provisions of the act under which the MGC is incorporated, and to do any such thing anywhere; and the enumeration of the foregoing powers shall not be held to limit or restrict in any manner the general powers which may by law be possessed by the MGC, all of which are hereby expressly claimed.

(H) To make and collect assessments against members of the MGC to defray the costs, expenses and losses of the MGC, and to use the funds in the exercise of its powers and duties.

(I) To protect, maintain, repair, replace and operate the MGC property.

(I) To purchase insurance upon the MGC property and members for the protection of the MGC and its members.

(J) To reconstruct improvements after casualty and to make further improvements of the MGC’s property.

(K) To make, amend and enforce reasonable rules and regulations governing the use of the common areas, as stated in Proprietary Leases, and MGC property and the operation of the MGC.

(L) To contract for the management and maintenance of the MGC and the cooperative property and to delegate any powers and duties of the MGC in connection therewith except such as are specifically required by the Bylaws or Florida Statutes to be exercised by the Board of Directors or the membership of the MGC.

 (M) To employ accountants, attorneys, engineers, architects, and other professional personnel to perform the services required for proper operation of the MGC.

(N) To lease property of the MGC, and when and as authorized by the affirmative vote of two-thirds (2/3rds) of the voting interests at a meeting of the members duly called for that purpose, or when authorized by the written consent of two-thirds (2/3rds) of the voting interests, to acquire leaseholds, memberships, and other possessory, ownership or use interests in lands. It has this power whether or not the lands or facilities are contiguous to the lands of the MGC property if they are intended to provide enjoyment, recreation or other use or benefit to the members and their families, subleasees and guests.

(O) To borrow money if necessary to perform its other functions hereunder.

(P) To operate income producing activities related to the MGC.

(Q) All funds and the title to all property acquired by the MGC shall be held for the benefit of all members in accordance with the provisions of the Proprietary Leases, these Articles of Incorporation and the Bylaws.

 

ARTICLE IV

MEMBERSHIP & NON MEMBER STOCK:

  1.  The members of the MGC shall be the owners of the one thousand three hundred (1,300) Stock Certificates issued by the MGC.

  2.  The non member patrons of the MGC shall be the owners of one thousand (1,000) Stock Certificates issued by the MGC.

  3. The MGC shall have two classes of owner/voter membership. Class A- Producer/Grower Members and Class B-Worker Members, both classes are voter members. Class A consists of 1,000 shares divided into 4 sub-classes depending on the number of moringa trees growing on the member’s property. Class B consists of 300 worker members. Both classes are subject to change par value as otherwise stated in the Bylaws. Both Class A & B Members can only vote after the 1-year waiting period.

  4.  The third class of stock, Class C-Preferred Share, Non-Member Patrons are capital investors who do not have the right to vote on decisions regarding the MGC. 

(E) The share of a voter-member in the funds and assets of the MGC cannot be assigned or transferred in any manner except as an appurtenance to his/her unit.

(F) The share of a non-voter member in the funds and assets of the MGC can be assigned or transferred at the stockholder’s request, only thereafter approved by the MGC as stated in the Bylaws.

(G) The owners of each voter-member stock certificate, collectively, shall be entitled to one vote in MGC matters. The manner of exercising voting rights shall be as set forth in the Bylaws.

 

ARTICLE V

TERM:

The term of The Moringa Grower’s Co-op, Inc. shall be perpetual.

 

ARTICLE VI

BYLAWS:

The Bylaws of the MGC may be amended, or rescinded in the manner provided therein.

 

ARTICLE VII

DIRECTORS AND OFFICERS:

  1.  The affairs of the MGC shall be administered by a Board of Directors consisting of the number of Directors determined by the Bylaws, but not less than three (3) Directors, and in the absence of such determination shall consist of three (3) Directors.

(B) Directors of the MGC shall be elected by the members in the manner determined by the Bylaws. Directors may be removed and vacancies on the Board of Directors shall be filled in the manner provided by the Bylaws.

(C) The business of the MGC shall be conducted by the officers designated in the Bylaws. The officers shall be elected every three (3) years by the Board of Directors at its first meeting after the annual meeting of the members of the MGC, and they shall serve at the pleasure of the Board.

 

ARTICLE VIII

AMENDMENTS:

Amendments to these Articles shall be proposed and adopted in the following manner:

(A) Proposal. Amendments to these Articles may be proposed by a majority of the Board or by written petition, signed by at least one-fourth of the voting interests at the time of proposal.

(B) Procedure. Upon any amendment to these Articles being proposed by said Board or unit owners (voting interests), such proposed amendment shall be submitted to a vote of the voting interests not later than the next annual meeting for which proper notice can be given.

(C) Vote Required. Except as otherwise provided for by Florida law, these Articles of Incorporation may be amended by vote of two-thirds (2/3rds) of the voting interests present, in person or by proxy, and voting at any annual or special meeting, provided that notice of any proposed amendment has been given to the members of the MGC, and that the notice contains a fair statement of the proposed amendment.

(D) Effective Date. An amendment shall become effective upon filing with the Secretary of State and recording a certified copy in the Public Records of Collier County, Florida.

 

 

 

ARTICLE IV

INDEMNIFICATION:

To the fullest extent permitted by Florida and Federal law, the MGC shall indemnify and hold harmless every Director and every officer of the MGC against all expenses and liabilities, including attorneys fees, actually and reasonably incurred by or imposed on him/her in connection with any legal proceeding (or settlement or appeal of such proceeding) to which he may be a party because of his being or having been a Director or officer of the MGC. The foregoing right of indemnification shall not be available if a judgment or other final adjudication establishes that his actions or omissions to act were material to the cause adjudicated and involved:

  1. Willful misconduct or a conscious disregard for the best interests of the MGC, in a proceeding by or in the right of the MGC to procure a judgment in its favor.

  2.  A violation of criminal law, unless the Director or officer had no reasonable cause to believe his action was unlawful or had reasonable cause to believe his action was lawful.

(C) A transaction from which the Director or officer derived an improper personal benefit.

In the event of a settlement, the right to indemnification shall not apply unless the Board of Directors approves such settlement as being in the best interest of the MGC. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which a Director or officer may be entitled.

 

ARTICLE X.

DISTRIBUTION OF ASSETS IN THE EVENT OF DISSOLUTION:

In the event of termination, dissolution or winding up of the affairs of the MGC after paying or making provision for the payment of all of the liabilities of the MGC, the Board of Directors shall dispose of all of the assets of the Cooperative exclusively for one or more exempt purposes described in the Internal Revenue Code, or the corresponding provisions of any future United States Internal Revenue law, as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Cooperative is then located to such organization or organizations as such Court shall determine will best accomplish the general purposes for which the Cooperative was organized. 

 

 

ARTICLE XI.

INCORPORATORS:

The following persons shall be the founding members or incorporators of the MGC and shall act as the temporary board of Directors until the first vote:

Kendrick T. Henry, President

7830 38th Ave N, Ste. 1, St. Petersburg, Fl 33710

 

Dated this _______ day of ________, 2019

[signature of incorporator] ________________________________

 

Jay McGee, Vice President Internal

7830 38th Ave N, Ste. 1, St. Petersburg, Fl 33710

 

Dated this _______ day of ________, 2019

[signature of incorporator] ________________________________

 

Robert Welch, Jr., Vice President External

7830 38th Ave N, Ste. 1, St. Petersburg, Fl 33710

 

Dated this _______ day of ________, 2019

[signature of incorporator] ________________________________

  

Erica ‘Star’ Dyal, Treasurer

7830 38th Ave N, Ste. 1, St. Petersburg, Fl 33710

 

Dated this _______ day of ________, 2019

[signature of incorporator] ________________________________

 

 

 

State of __________________ SS. County of _________________

Before* me, a notary public, within and for said county and State, on thi

 _____ day of __________, 2019,

 personally appeared _____, known to me to be one of the identical persons who executed the within and foregoing instrument, and acknowledged to me that he/she had executed the same as a free and voluntary act and deed for the uses and purposes therein set forth. Witness my hand and official seal the day and year set forth.

Notary Public_________________________ In and for the County of_______________________, State of____________.

My Commission expires______________

Moringa Grower's Co-op | Articles of Incorporation

May Be Subject to Change

as of July 2019