agreement in any year, as aforesaid, it is hereby mutually agreed that this shall constitute conclusive evidence that the parties hereto have renewed this agreement for another year.

(13) If there is a lien on any of the products delivered hereunder, the Producer authorizes the Association and/or central agency to pay the holder of said lien from the proceeds derived from the sale of such products before any payment is made to the Producer bereunder.

(14) The parties agree that there are no oral or other conditions, promises, covenants, representations or inducements in addition to or at variance with any of the terms hereof.

(Do not sign without reading) (Print Producer's name here)

(Add acknowledgment if marketing agreement is to be placed of record)

We, the undersigned, all of whom are residents and citizens of the State of engaged in the production of agricultural products, do hereby voluntarily associate ourselves together for the purpose of forming a cooperative association, with capital stock, under the provisions of the Cooperative Marketing Act of the State of

or any of the

To acquire and/or handle and market the products derived therefrom, of its members and to engage in any activity in con

11

Wherever permitted, the word "cooperative" should appear in the name of the association.

12 This article should be carefully modified to state the exact purposes for which a particular association is formed.

nection with the picking, gathering, harvesting, receiving, assembling, handling, grading, standardizing, packing, preserving, drying, processing, transporting, storing, financing, advertising, selling, marketing, and/or distributing of any

delivered by its members or any of the products derived therefrom and in connection with the purchase or use by and/or for its members of supplies, machinery, and/or equipment, all in any capacity and on any cooperative basis that may be agreed upon.

Article III

This association shall have the following powers:

13

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

(b) To act as the agent or representative of any member or members in any of the activities mentioned in article II hereof.

(c) 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 association, or incidental thereto.

(d) To draw, make, accept, indorse, 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 this association is formed and to give a lien on any of its property as security therefor.

(e) To acquire, own, and develop any interest in patents, trade-marks, and copyrights connected with or incidental to the business of the association.

(f) To transact business with or for nonmembers in an amount not greater in value than the business which it transacts with its members.1

14

(g) To cooperate with other similar associations in creating central, regional, or national cooperative agencies, for any of the purposes for which this association is formed, and/or to become a member or stockholder of such agencies as now are or hereafter may be in existence.

(h) 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 purposes for which this association is formed, except such as are inconsistent with the express provisions of the act under which this association is incorporated, and to do any such thing anywhere; but 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 this association, all of which are hereby expressly claimed.

13 In some States, the statutes require that the maximum indebtedness which may be incurred by a corporation be stated in its articles of incorporation.

14 Even though it may be deemed advisable for an association to do business with nonmembers, the statute under which an association is being incorporated should be examined to ascertain that this provision, as well as every other organization matter, is in accord therewith.

Article IV

The association shall have its principal place of business in the city of

The term for which this association shall exist is after the date of its incorporation.15

years from and

Article VI

The number of directors of this association shall be elected board of directors shall be elected for 1 year;

2 years; and

(Number)

(Number)

16

Of the first for

(Number)

for 3 years; and thereafter all directors shall be elected

for 3 years. The names and addresses of those who are to serve as incorporating directors until the first annual meeting of the members or until their successors are elected and qualified are:

SECTION 1. The capital stock of the association shall consist of shares divided into

per share, and

per share.

shares of common stock of the par value of $. shares of preferred stock of the par value of $-

SEC. 2. The common stock of this association may be purchased, owned, and/or held only by producers who shall patronize the association in accordance with uniform terms and conditions prescribed thereby and only such producers shall be regarded as eligible members of the association. No stockholder shall have more than one vote in any meeting of the association regardless of the number of shares owned by him. In the event the board of directors of the association shall find, following a hearing, that any of the common stock of this association has come into the hands of any person who is not eligible for membership, or that the holder thereof has ceased to be an eligible member, or that such holder has not, for a period of years, marketed his agricultural products through the association, he shall have no rights or privileges on account of such stock, or vote or voice in the management or affairs of the association (other than the right to participate in accordance with law in case of dissolution), and the association

15 If the act under which the association is organized permits of perpetual existence this article may read, "This association shall have perpetual existence." 16 If the statute under which an association is to be incorporated will permit, it is preferable to state in the articles of incorporation only the minimum number of directors that the association will have, providing in the bylaws, which may be more easily amended, for the actual number.

shall have the right, at its option (a) to purchase such stock at its book or par value, whichever is less, as determined by the board of directors of the association; (b) to require the transfer of any such stock at such book or par value, to any person eligible to hold the same; or (c) to require such holder of any such stock to convert the same into shares of preferred stock of equal value. In exercising its right to purchase or to require the transfer or conversion of common stock into preferred stock, if such holder fails to deliver the certificate or certificates evidencing the same, the association may cancel such certificate or certificates on its books and issue a new certificate or certificates of common or preferred stock, as the case may be, to the party entitled thereto.

The common stock of this association may be transferred only with the consent of the board of directors of the association and on the books of the association, and then only to persons eligible to hold the same; and no purported assignment or transfer of common stock shall pass to any person not eligible to hold the same, any rights or privileges on account of such stock, or vote or voice in the management of the affairs of the association. This association shall have a lien on all of its issued common stock for all indebtedness of the holders thereof to the association. Dividends of not to exceed six (6) percent per annum may be paid on the common stock, if, as, and when declared by the board of directors after the payment of dividends of not to exceed six (6) percent per annum on the preferred stock.

Sec. 3. The preferred stock of this association may be owned or held by anyone, shall carry no voting rights," and may be transferred only on the books of the association; and may be redeemed in whole or in part on a prorata basis at par, plus any dividends declared thereon and unpaid, at any time on thirty (30) days' notice by the association, provided said stock is redeemed in the same order as originally issued by years. On the failure to deliver the certificate or certificates evidencing any such stock the association may cancel the same on its books. Stock which has been redeemed may, in the discretion of the board of directors, be reissued or retired. All such preferred stock so redeemed shall be paid for in cash at the par value thereof, plus any dividend declared thereon and unpaid; and such stock shall not bear dividends after it has been called for redemption. Noncumulative dividends of not to exceed six (6) percent per annum may be paid thereon when, if and as declared by the board of directors. At the discretion of the board of directors, all dividends or distributions of the association or any part thereof may be paid in certificates of preferred stock and/or credits on preferred stock, or ad interim certificates representing fractional parts thereof, subject to conversion into full shares. Notwithstanding any of the foregoing provisions, the board of directors shall have the power, from time to time and at any time, to pay off or retire or secure a release or satisfaction of any preferred stock certificates to compromise or settle a dispute between a holder thereof and the association. Upon dissolution or distribution of the assets of the association, the holders of all preferred stock shall be entitled to receive the par value of their stock, plus any dividend declared thereon and unpaid before any distribution is made on the common stock.

17 In some States all classes of stock are entitled to vote and, in such a State, this provision should be revised accordingly; but in such cases if an association is to be formed with capital stock care should be taken to restrict the right to hold such preferred stock to producers who patronize the association. In any State in which each share of stock carries a vote, it may be advisable to form a nonstock association.

In testimony whereof, we have hereunto set our hands this

STATE OF

19__.

day of

County of

18

88:

Before me, a notary public, within and for said county and State on this day of 19-, personally appeared

known to me to be one of the identical persons who executed the within and foregoing instrument, and he acknowledged to me that he executed the same as his free and voluntary act and deed for the uses and purposes therein set forth.

Witness my hand and official seal the day and year above set forth.

We, the undersigned, all of whom are residents and citizens of the State of engaged in the production of agricultural products, do hereby voluntarily associate ourselves together for the purpose of forming a cooperative association, without capital stock, under the provisions of the_. Cooperative Marketing Act of the State of

Article I

The name of the association shall be the

Association.

Article II

20

The association is formed for the following purposes: To acquire and/or handle and market the or any of the products derived therefrom, of its members and to engage in any activity in connection with the picking, gathering, harvesting, receiving, assembling,

18

The required number of incorporators should acknowledge and the acknowledgment form should conform to the requirements of the State of incorporation.

19 Whenever permitted, the word "cooperative" should appear in the name of the association.

20 This article should be carefully modified to state the exact purposes for which a particular association is formed,