Exhibit 3.1.3
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ALLIANCE FARMS COOPERATIVE ASSOCIATION
The undersigned, Alliance Farms Cooperative Association, a Colorado
cooperative association (the "Association"), for the purpose of amending the
Articles of Incorporation of the Association in accordance with Article 55 of
Title 7 of the Colorado Revised Statutes, does hereby make and execute these
Articles of Amendment of Articles of Incorporation and does hereby certify that:
1. The name of the Association is Alliance Farms Cooperative Association.
2. The following three resolutions were unanimously approved by the Board
of Directors of the Association and thereafter approved by the members of the
Association in accordance with the provisions of Section 7-55-109 of the
Colorado Revised Statutes and set forth the text of three amendments to the
Articles of Incorporation of the Association:
RESOLVED, that subparagraph (a) of Article SIXTH of the Articles
of Incorporation of the Association is amended to read in its entirety
as follows:
(a) Capitalization. The authorized capital stock of the
Association is $100.00, divided into 5,000 shares of common
stock, par value of one cent ($0.01) per share (designated as
"Class A Common Stock"), and 5,000 shares of Class B common
stock, par value of one cent ($0.01) per share (designated as
"Class B Common Stock"). For purposes of these Articles of
Incorporation, Class A Common Stock and Class B Common Stock are
collectively referred to as "common stock". Immediately prior to
the amendment of this subparagraph (a) of Article SIXTH dividing
the authorized capital stock of the Association into two classes,
the authorized capital stock of the Association consisted of
10,000 shares of common stock, par value of one cent ($0.01) per
share, that have been designated "Class A Common Stock" as a
result of such amendment.
Except as otherwise required by law or expressly provided in
these Articles of Incorporation or in the Bylaws, the powers,
preferences and rights of the Class A Common Stock and Class B
Common Stock, and the qualifications, limitations or restrictions
thereof, shall be in all respects identical.
To the extent permitted by law, including Articles 55 and
106 of Title 7 of the Colorado Revised Statutes, the Board of
Directors of the Association is authorized to provide by
resolution for the issuance of shares of stock of any class or of
any series of any class at any time and from time to time and, in
the manner from time to time prescribed under the laws of the
State of Colorado, to determine, prior to the issuance of any
shares of stock of that class or series, the designations,
preferences, limitations and relative rights, if any, thereof
(including, without limitation, those preferences, limitations
and relative rights relating to redemption, dissolution,
conversion and exchange).
RESOLVED, that subparagraph (d) of Article SEVENTH of the
Articles of Incorporation of the Association is amended to read in its
entirety as follows:
(d) Voting Rights. Only members of the Association shall
have voting rights. Each member is entitled to cast one (1)
vote, in person, by mail or, to the extent permitted by law, by
other means approved by the Board of Directors, with respect to
each share of common stock of the Association standing in such
member's name on the transfer books of the Association; provided,
however, (i) in the event that the Association borrows money from
a lender subject to the provisions of 12 C.F.R. Part 614, as
amended from time to time, and any cooperative association member
holds, at any time during the period in which any portion of such
indebtedness remains outstanding, twenty-five percent (25%) or
more of the issued and outstanding shares of common stock of the
Association, then for voting purposes only with respect to any
matter as to which members casting votes with respect to shares
of common stock are not entitled to vote separately as a group or
class, the number of shares of common stock of the Association
with respect to which such member shall be entitled to vote shall
be deemed, during the period of time that any portion of such
indebtedness remains outstanding, to equal an whole number of
shares nearest to, but less than, twenty-five percent (25%) of
the issued and outstanding shares of common stock of the
Association, (ii) in the event that the Association borrows money
from a lender subject to the provisions of 12 C.F.R. Part 614, as
amended from time to time, and any cooperative association member
holds, at any time during the period in which any portion of such
indebtedness remains outstanding, twenty-five percent (25%) or
more of the issued and outstanding shares of Class A Common Stock
of the Association, then for voting purposes only with respect to
any matter as to which members casting votes with respect to
shares of Class A Common Stock are entitled to vote separately as
a group or class, the number of shares of Class A Common Stock of
the Association with respect to which such member shall be
entitled to vote shall be deemed, during the period of time that
any portion of such indebtedness remains outstanding, to equal an
whole number of shares nearest to, but less than, twenty-five
percent (25%) of the issued and outstanding shares of Class A
Common Stock of the Association, and (iii) in the event that the
Association borrows money from a lender subject to the provisions
of 12 C.F.R. Part 614, as amended from time to time, and any
cooperative association member holds, at any time during the
period in which any portion of such indebtedness remains
outstanding, twenty-five percent (25%) or more of the issued and
outstanding shares of Class B Common Stock of the Association,
then for voting purposes only with respect to any matter as to
which members casting votes with respect to shares of Class B
Common Stock are entitled to vote separately as a group or class,
the number of shares of Class B Common Stock of the Association
with respect to which such member shall be entitled to vote shall
be deemed, during the period of time that any portion of such
indebtedness remains outstanding, to equal an whole number of
shares nearest to, but less than, twenty-five percent (25%) of
the issued and outstanding shares of Class B Common Stock 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, by mail or, to the extent
permitted by law, by other means approved by the Board of
Directors, at a meeting at which a quorum (determined in
accordance with the Bylaws) is present, with the members casting
votes with respect to shares of Class A Common Stock and the
members casting votes with respect to shares of Class B Common
Stock voting together as a single group or class; 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, by
mail or, to the extent permitted by law, by other means approved
by the Board of Directors, at a meeting at which a quorum
(including a quorum with respect to any class of capital stock
entitled to vote separately as a group or class) is present; and
provided further, however, that members casting votes with
respect to shares of Class A Common Stock and members casting
votes with respect to shares of Class B Common Stock shall vote
separately as groups or classes with respect to amendments to
these Articles of Incorporation that alter or change the
designation, preferences, limitations or relative rights of their
respective classes of stock so as to affect them adversely and
with respect to such other matters as may require group or class
votes under applicable law, including Articles 55 and 110 of
Title 7 of the Colorado Revised Statutes.
RESOLVED, that Article SEVENTH of the Articles of Incorporation
of the Association is amended by adding a new subparagraph (f) to said
Article which shall be inserted immediately following the existing
subparagraph (e) of said Article, such new subparagraph (f) to read in
its entirety as follows:
(f) Liquidation Rights. In the event of voluntary or
involuntary liquidation, distribution or sale of assets,
dissolution or winding up, of the Association, the assets of the
Association remaining for payment or distribution to holders of
outstanding capital credits and the Association's capital stock
shall be distributed as specified in the Bylaws.
3. The date of the approval of each of the foregoing amendments by the
members of the Association is April 14, 1997.
4. No voting group of members were entitled to vote separately on either
of the foregoing amendments.
IN WITNESS WHEREOF, these Articles of Amendment have been executed by
the Association by its President, and attested to by its Secretary, on April 14,
1997.
ALLIANCE FARMS COOPERATIVE ASSOCIATION
By:
Wayne N. Snyder, President
ATTEST:
Doug Brown, Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
The foregoing instrument was acknowledged before me this 14th day of
April, 1997, by Wayne N. Snyder, President of Alliance Farms Cooperative
Association, a Colorado cooperative association, on behalf of the cooperative
association.
Notary Public
My Commission expires: