AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
HARVEST STATES COOPERATIVES
ARTICLE I.
NAME AND PRINCIPAL PLACE OF BUSINESS
The name of this Association is Harvest States Cooperatives and its
principal place of business is in the City of Falcon Heights, County of Ramsey,
State of Minnesota. The registered office of this Association is 1667 North
Snelling Avenue, St. Paul, Minnesota 55108.
ARTICLE II.
DURATION
This Association shall have perpetual existence.
ARTICLE III.
PURPOSE
This Association is organized for the following purposes:
(a) To manufacture, process, market, purchase, handle, deal in and sell
the agricultural products of its members, non-member patrons and others,
including, without limitation, the processing and exporting of grain and other
agricultural products.
(b) To procure supplies and equipment and to perform any and all
services for its members, non-member patrons and others.
(c) To engage in any other activity, including performance of related
services for its members, for which cooperative associations may be lawfully
organized under the Minnesota Cooperative Law, Minnesota Statutes Chapter 308A.
ARTICLE IV.
POWERS
SECTION 1 - POWERS. This Association shall have all powers, privileges
and rights conferred on cooperative associations by the laws of the State of
Minnesota or the United States of America. The foregoing powers, privileges and
rights shall include, without limitation, the following:
(a) To receive, purchase, store, handle, grade, process, manufacture,
ship, sell and otherwise deal in and act as a commission merchant with respect
to grain and any other farm products offered by its members, non-member patrons
and others, and to purchase, manufacture, process, sell, store, handle, ship,
distribute and otherwise deal in and procure for its members, non-member patrons
and others any and all kinds of supplies and equipment, and to perform any and
all services to and for its members, non-member patrons and others.
(b) To lend money and receive the obligations of others therefor, and
to purchase the obligations of others, whether such loans or purchased
obligations are secured or unsecured.
(c) To purchase, acquire, own, mortgage, pledge, sell, assign, transfer
or otherwise dispose of, equity or debt securities created by any other
corporation or other legal entity wherever organized, with all the rights,
powers and privileges of ownership thereof.
(d) To borrow money, to incur obligations and to assume obligations of
any other person, individual, corporation or other legal entity, in any amount;
and to make contracts of hire.
(e) To issue equity or debt securities, whether certificated or
uncertificated.
(f) To have one or more offices, and to conduct any or all of its
operations and business, and promote its purposes within and without the state
of Minnesota without restriction as to places or amounts.
(g) To carry on any other business in connection with the foregoing and
to engage in any of said activities on its own account or as agent for others,
or alone or in association with others; and to employ agents, consultants and
nominees to perform any or all of the powers herein enumerated.
(h) To engage in any other activity for which cooperative associations
may lawfully be organized under the Minnesota Cooperative Law, Minnesota
Statutes Chapter 308A.
(i) Generally to enjoy all the rights, privileges, and powers
incidental or convenient to the operation and conduct of its business.
The powers, privileges and rights specified herein shall, except where otherwise
expressed, be in no way limited or restricted by reference to or inference from
the terms of any other provision of these Articles of Incorporation. The
enumeration of powers, privileges and rights herein shall not be held to limit
or restrict in any manner the general powers, privileges and rights conferred
upon this Association by the laws of the State of Minnesota.
SECTION 2 - LIMITATION. This Association shall not at any time market
products of non-members in an amount greater in value than the amount in value
in which it handles products of its members, and shall not purchase supplies and
equipment or furnish services for non-members in an amount the value of which
exceeds the value of the supplies and equipment purchased for members and the
services provided to members. All business transacted by this Association for or
on behalf of the United States or any agency of instrumentality thereof shall be
disregarded in determining the volume of member and non-member business
transacted by this Association.
ARTICLE V.
MEMBERSHIP; VOTING; DEBT AND EQUITY SECURITIES
SECTION 1 - MEMBERSHIP. This Association shall admit members upon such
terms and conditions as are prescribed in the Bylaws. Membership in this
Association shall be restricted to the following:
(a) Persons (including individuals and joint ventures, corporations,
partnerships, limited liability companies, limited liability partnerships,
unincorporated associations or other legal entities owned or controlled by
individual farmers or their family groups) that are actually engaged in the
production of agricultural products, including tenants of land used for the
production of such products and lessors of such land that receive as rent
therefor any part of the product of such land; and
(b) Associations of producers of agricultural products organized and
operating so as to adhere to the provisions of the Agricultural Marketing Act,
12 U.S.C. ss 1141(j)(a), as amended, and the Capper-Volstead Act, 7 U.S.C. ss
291-292, as amended.
Additional qualifications, duties, rights and privileges of members of this
Association shall be as provided in, or authorized by the Board of Directors
pursuant to, the Bylaws. The Bylaws (or the Board of Directors acting pursuant
to the Bylaws) may further restrict membership in this Association to persons or
associations that transact a minimum amount of business with or through this
Association. Notwithstanding anything to the contrary herein, this Association
may refuse membership or provide conditional membership to an applicant based on
its findings, determined on reasonable grounds, that the applicant's admission
to membership would prejudice, hinder or otherwise obstruct the interests or
purposes of this Association. A membership in this Association is transferable
only with the consent and approval of the Board of Directors.
SECTION 2 - VOTING. Each member shall have a minimum of one (1) vote in
the affairs of the Association, and may otherwise be entitled to additional
votes as further authorized in the Bylaws. This Association is a cooperative
that is described in Section 308A.641, Subdivision 2, of the Minnesota
Cooperative Law, Minnesota Statutes Chapter 308A.
SECTION 3 - NONSTOCK COOPERATIVE. This Association shall not have
capital stock. This Association may issue equity or debt securities, on a
patronage basis or otherwise, but unless authorized in, or by the Board of
Directors pursuant to, the Bylaws, no such securities shall entitle the holders
thereof to any voting, membership or other rights to participate in the affairs
of this Association. Unless authorized in, or by the Board of Directors pursuant
to, the Bylaws, such equity or debt securities shall not be transferrable
without the prior consent of the Board of Directors.
SECTION 4 - APPROVAL OF CERTAIN CORPORATE ACTION. A merger,
consolidation, liquidation or dissolution involving this Association, or the
sale of all or substantially all of the assets and property of this Association,
may be authorized by the members in accordance with the Minnesota Cooperative
Law, Minnesota Statutes Chapter 308A, upon the approval of two-thirds (2/3) of
the votes cast in person or by mail vote at an annual or special meeting of the
members called for such purpose; provided, however, in the event the Board of
Directors of this Association declares, by resolution adopted by a majority of
the Board of Directors present and voting, that the action involves or is
related to a hostile takeover, then the action may be adopted only upon the
approval of eighty percent (80%) of the total voting power of the members of
this Association, whether or not present and/or voting on the action.
Notwithstanding Article XI of these Articles of Incorporation, this Section 4
may be amended only upon the approval of eighty percent (80%) of the total
voting power of the members of this Association, whether or not present and/or
voting on the amendment.
ARTICLE VI.
PATRONAGE REFUNDS
All net savings of this Association (in excess of dividends declared by
the Board of Directors on outstanding equity securities from time to time and
additions to reserves) shall be distributed to members annually or more often on
the basis of patronage, as more particularly provided for in the Bylaws, and the
records of this Association may show the interest of members and equity holders
in the reserves. The determination of net savings may be made by divisions or
units representing separate or different operations of this Association, upon
such basis as shall be determined to be equitable by the Board of Directors.
Patronage refunds may be distributed in cash, written evidences of equity or
book credits, or any combination thereof, as more particularly provided for in
the Bylaws. Any such allocated capital equity shall be redeemable only at the
option of the Board of Directors.
ARTICLE VII.
FIRST LIEN
This Association shall have a first lien on all certificates of equity,
patronage capital and other equity interests standing on its books (including
any earned but not allocated capital equity issued to members as patronage
refunds), for all indebtedness of the respective holders or owners thereof to
this Association. This Association shall also have the right, exercisable at the
option of the Board of Directors, to set off such indebtedness against the face
amount of such equity interests; provided, however, that nothing contained
herein shall give the holder of such equity interests any right to have such set
off made.
ARTICLE VIII.
DISSOLUTION
In the event of any dissolution, liquidation or winding up of this
Association, whether voluntary or involuntary, all debts and liabilities of this
Association shall be paid first according to their respective priorities. All
equity capital shall then be paid to the holders of such equity capital in
accordance with the terms and priorities provided in the Bylaws. Any remaining
assets of this Association shall be distributed on an allocation unit basis
among the members of this Association in proportion to their patronage.
ARTICLE IX.
BOARD OF DIRECTORS
The business and affairs of this Association shall be managed by a
Board of Directors of not less than thirteen (13) persons as set by the Bylaws.
Directors shall be elected by the members at the annual meeting of this
Association in such manner and for such terms as the Bylaws may prescribe.
ARTICLE X.
DIRECTOR LIABILITY
No director of this Association shall be personally liable to this
Association or its members for monetary damages for breach of fiduciary duty as
a director, except for liability:
(a) for a breach of the director's duty of loyalty to this Association
or its members;
(b) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
(c) for a transaction from which the director derived an improper
personal benefit; or
(d) for an act or omission occurring prior to the date when the
provisions of this Article (or predecessor thereto) became effective.
It is the intention of the members of this Association to eliminate or limit the
personal liability of the directors of this Association to the greatest extent
permitted under Minnesota law. If amendments to the Minnesota Statutes are
passed after the effective date of this Article X which authorize cooperatives
to act to further eliminate or limit the personal liability of directors, then
the liability of the directors of this Association shall be eliminated or
limited to the greatest extent permitted by the Minnesota Statutes, as so
amended. Any repeal or modification of this Article X by the members of this
Association shall not adversely affect any right of or any protection available
to a director of this Association which is in existence at the time of such
repeal or modification.
ARTICLE XI.
AMENDMENT
These Articles of Incorporation may be amended in accordance with the
Minnesota Cooperative Law, Minnesota Statutes Chapter 308A, upon the approval of
a majority of the votes cast in person or by mail vote at an annual or special
meeting of the members called for such purpose; provided, however, in the event
the Board of Directors of this Association declares, by resolution adopted by a
majority of the Board of Directors present and voting, that the amendment
involves or is related to a hostile takeover, then the amendment may be adopted
only upon the approval of eighty percent (80%) of the total voting power of the
members of this Association, whether or not present and/or voting on the
amendment.