Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ALLIANCE FARMS COOPERATIVE ASSOCIATION
The undersigned, being natural persons, a majority of whom are
residents of the State of Colorado, for the purpose of forming a cooperative
association under Article 55 of Title 7 of the Colorado Revised Statutes, do
hereby adopt the following Articles of Incorporation:
FIRST. Name. The name of the Association is:
ALLIANCE FARMS COOPERATIVE ASSOCIATION
SECOND. Purpose. The purpose for which the Association is formed is
to promote the mutual interests of its members by engaging in any lawful act or
activity for which cooperative associations may be organized under Article 55 of
Title 7 of the Colorado Revised Statutes, including, without limitation, to
erect, maintain and operate swine breeding facilities with all necessary and
convenient appurtenances and equipment, in and about which to engage in the
business of breeding, by artificial insemination or otherwise, buying, selling,
and otherwise dealing in swine.
THIRD. Principal Place of Business and Registered Office and Agent.
(a) Principal Place of Business. The principal place of business of
the Association is 101 South Detroit, Yuma, Colorado 80759.
(b) Registered Office and Agent. The address of the Association's
initial registered office in the State of Colorado is 1675 Broadway, Suite 1200,
Denver, Colorado 80202, and the name of its initial registered agent at such
address is The Corporation Company.
FOURTH. Term. The term for which the Association is to exist is
perpetual.
FIFTH. Directors. The initial number of directors to constitute the
Board of Directors of the Association is four (4), and hereafter the number of
directors to constitute the Board of Directors of the Association shall be fixed
by, or in the manner provided in, the Bylaws; provided, however, that in no
event shall the number of directors constituting the Board of Directors of the
Association be less than three (3) or more than twelve (12). Each director
shall hold such office, unless sooner removed or disqualified, until the next
succeeding annual meeting or until such director's successor is duly elected and
qualified. Each director shall be a member of the Association or the
representative, duly authorized in writing, of a legal entity that is a member
of the Association; provided, however, that more than one director may be a
representative, duly authorized in writing, of the same legal entity that is a
member of the Association.
The names and addresses of the persons to constitute the first Board
of Directors, each of whom shall hold office until the first annual meeting of
members or until such director's respective successor is duly elected and
qualified, are as follows:
Name Address
Wayne N. Snyder 3315 North Oak Trafficway
Kansas City, Missouri 64116
Davey L. Kock 1211 370th Street
Breda, Iowa 51436
V. James Reitz Route 3, Box 106A
Seneca, Kansas 66538
Doug Brown 606 West Beatty Avenue
Yuma, Colorado 80759
SIXTH. Stock and Stockholders.
(a) Capitalization. The authorized capital stock of the
Association is $100.00, divided into 10,000 shares of common stock, of the par
value of one cent ($0.01) per share.
(b) No Preemptive Rights. No holder of any shares of stock of
the Association of any class shall have a preemptive right to acquire unissued
shares of the capital stock of the Association or otherwise be entitled as such,
as a matter of right, to subscribe for or purchase any shares of stock of the
Association of any class, whether now or hereafter authorized or whether issued
for cash, property or services or as a dividend or otherwise, or to subscribe
for or purchase any obligations, bonds, notes, debentures, other securities or
stock convertible into shares of stock of the Association of any class or
carrying or evidencing any right to purchase shares of stock of any class.
SEVENTH. Members.
(a) Authorized Number of Memberships. The authorized number of
memberships is the same number of shares of common stock authorized by these
Articles of Incorporation.
(b) Capital Subscriptions of Members. No capital subscriptions
have been entered into by the incorporators.
(c) Qualifications. Only stockholders of the Association may be
members of the Association, and each stockholder of the Association shall be a
member of the Association.
(d) Voting Rights. Only members of the Association shall have
voting rights. Each member is entitled to one (1) vote, in person or by mail,
for each share of common stock of the Association standing in such member's name
on the transfer books of the Association. Cumulative voting is not permitted in
the election of directors. To the extent permitted by law, any and all actions
to be taken by members of the Association may be approved by a majority of the
votes entitled to be cast with respect thereto by members present, in person or
by mail, at a meeting at which a quorum is present; provided, however, that any
amendment, alteration, change or repeal of any provision of these Articles of
Incorporation, any sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Association, whether or not
in the usual and regular course of its business, any merger or consolidation of
which the Association is a party and to which the vote of the members is
required by law, and any dissolution or voluntary termination of the
Association, shall first be approved by a two-thirds (2/3) majority of the votes
entitled to be cast with respect thereto by members present, in person or by
mail, at a meeting at which a quorum is present.
(e) Membership Certificates and Transferability. The
Association shall issue to each member a certificate of membership, which shall
also represent shares of common stock of the Association. The Association also
may issue certificates of participation and capital credits as provided in the
Bylaws. Each certificate of membership, together with the shares of common
stock and any capital credits represented thereby, shall not be assignable or
transferable except upon consent of the Board of Directors, and the
Association shall have the right by its Bylaws to limit transfer or assignment
of membership, shares of common stock, capital credits and certificates of
participation and the terms and conditions upon which transfer shall be allowed.
EIGHTH. Incorporators. The names and addresses of the incorporators
are as follows:
Name Address
Mick Daniel 2619 Yorkshire Street
Ft. Collins, Colorado 80526
Fredrick R. Fangmeier 25701 W.C.R. 543
Kersey, Colorado 80644
Paticia A. Rutherford 2609 Buena Vista Drive
Greeley, Colorado 80631
Dennis Eckard 7720 North Grand
Kansas City, Missouri 64118
Dallas Reeve 7809 North Euclid
Kansas City, Missouri 64118
NINTH. Terms and Conditions of Offices and Positions. The
Association may agree to the terms and conditions upon which any director,
officer, employee or agent accepts his or her office or position and in its
Bylaws, by contract or in any other manner, may agree to indemnify and protect
any director, officer, employee or agent of the Association, or any person who
serves at the request of the Association as a director, officer, partner,
trustee, employee, fiduciary or agent of another domestic or foreign corporation
or other person or of an employee benefit plan, to the fullest extent permitted
by the laws of the State of Colorado.
Without limiting the generality of the foregoing provisions of this
Article NINTH, to the fullest extent permitted or authorized by the laws of the
State of Colorado, including, without limitation, the provisions of subsection
(1)(h) of Colorado Revised Statutes section 7-55-107 as now in effect and as may
from time to time hereafter be amended, no director of the Association shall be
personally liable to the Association or to its members or stockholders for
monetary damages for breach of fiduciary duty as a director; provided, however,
that the foregoing shall not eliminate or limit the liability of a director for
(a) any breach of the director's duty of loyalty to the Association or its
members or stockholders, (b) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violations of law, or (c) any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of the elimination and limitation of liability provided
by the immediately preceding sentence shall not adversely affect any right or
protection of a director of the Association existing hereunder with respect to
any act or omission occurring prior to or at the time of such repeal or
modification.
TENTH. Bylaws. The original Bylaws of the Association shall be
adopted in any manner provided by law. Thereafter, the Bylaws of the
Association may from time to time be amended or repealed, or new Bylaws may be
adopted, in any of the following ways: (i) by the members holding a majority of
the votes entitled to be cast with respect thereto by members present, in person
or by mail, at a meeting at which a quorum is present, unless a greater vote is
specified in the Bylaws, or (ii) by a majority of the full Board of Directors,
and any change so made by the members may thereafter be further changed by a
majority of the directors; provided, however, that the power of the Board of
Directors to amend or repeal the Bylaws, or to adopt new Bylaws, (A) may be
denied as to any Bylaws or portion thereof by the members if at the time of
enactment the members shall so expressly provide, and (B) shall not divest the
members of their power, nor limit their power, to amend or repeal the Bylaws, or
to adopt new Bylaws.
ELEVENTH. Identity of Members. Except as may be otherwise provided
by statute, the Association shall be entitled to treat the registered holder of
any shares of the Association as the owner of such shares and of all rights
derived from such shares for all purposes, and the Association shall not be
obligated to recognize any equitable or other claim to or interest in such
shares or rights on the part of any other person, including, but without
limiting the generality of the term "person" to, a purchaser, pledgee, assignee
or transferee of such shares or rights, unless and until such person becomes the
registered holder of such shares. The foregoing shall apply whether or not the
Association shall have either actual or constructive notice of the claim by or
the interest in such person.
TWELFTH. Books. The books of the Association may be kept (subject
to any provision contained in the statutes of the State of Colorado) outside the
State of Colorado at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws of the Association.
THIRTEENTH. Amendment. The Association reserves the right to amend,
alter, change or repeal any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by statute and by
paragraph (d) of Article SEVENTH of these Articles of Incorporation, and all
rights conferred upon stockholders or members herein are granted subject to this
reservation.
FOURTEENTH. Distribution of Earnings. The Association shall
distribute, at least annually, all of the net margins of the Association as
patronage dividends to the patrons of the Association on the basis of quantity
or value of business done with or for such patron as provided in the Bylaws of
the Association. Patronage dividends may be distributed in cash, stock or
capital credits, or any combination thereof, as more fully described in the
Bylaws of the Association. The Bylaws of the Association shall give a detailed
statement of the methods to be followed in distributing earnings or savings.
FIFTEENTH. Seal. The Association shall not have a corporate seal.
[ THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN LEFT BLANK ]
In witness whereof, the above-named incorporators have signed these
Articles of Incorporation this 30th day of April, 1994.
Name: Mick Daniel
Incorporator
Name: Fredrick R. Fangmeier
Incorporator
Name: Patricia A. Rutherford
Incorporator
Name: Dennis Eckard
Incorporator
Name: Dallas Reeve
Incorporator