Exhibit 3.1
ARTICLES OF ORGANIZATION
OF
OREGON TRAIL ETHANOL COALITION, L.L.C.
ARTICLE 1
Name
The name of this limited liability company is Oregon Trail Ethanol
Coalition, L.L.C., (the "Company").
ARTICLE 2
Purpose and Powers
2.1 Purposes. The purposes for which the Company is organized are to
engage in any and all lawful businesses for which a limited liability
company may be organized under the laws of the State of Nebraska,
including but not limited to the production of ethanol and marketing
of the by-products derived from ethanol production.
2.2 Powers. The Company shall have and exercise all powers and rights
conferred upon a limited liability company by the Nebraska Limited
Liability Company Act (the "Act"), and any enlargement of such powers
conferred by subsequent legislative acts.
2.3 Duration. The Company shall have a perpetual existence.
ARTICLE 3
Principal Place of Business
The Company's principal place of business in Nebraska is 426 Lincoln Avenue,
Hebron, Nebraska 68370 which shall serve the nine county area comprising, in
alphabetical order, Clay, Fillmore, Gage, Jefferson, Nuckolls, Saline and
Thayer.
ARTICLE 4
Registered Office and Registered Agent
4.1 Office. The initial office of the Company is 426 Lincoln Avenue,
Hebron, Nebraska 68370.
4.2 Agent. The name of the initial registered agent of the Company at such
address is Rosemary Dageforde.
ARTICLE 5
Stated Capital
The total amount of cash and a description and agreed value of all
property, other than cash, initially contributed by the members as a basis for
capitalization of the Company are described below:
Property Contributed Agreed Value
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Cash $10.00
Property -- none $-0-
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TOTAL: $10.00
ARTICLE 6
Additional Capital Contributions
Additional contributions to the capital of the Company shall be made only
at such times and in such amounts as the members of the Company shall consent to
in writing, as provided in the Operating Agreement of the Company.
ARTICLE 7
Admission of Additional Members
Additional members shall be admitted to the Company from time to time, upon
the affirmative vote of a majority in interest of the then-existing members. Any
member may not unreasonably withhold consent to the admission of a new member.
ARTICLE 8
Management of the Company
The management of the Company shall be vested in the members. The name and
address of the initial member is as follows:
Mark Jagels -- RR 1 Box 189 Davenport, Nebraska 68335
The then-existing members shall elect the successor(s) to the initial Manager in
the manner provided by the Operating Agreement.
ARTICLE 9
Majority in Interest
Whenever the term "majority in interest" is used herein or in the Operating
Agreement, it shall mean a majority of both the capital interests and the profit
interests of the Members in question in the Company, determined as to the date
of the question.
ARTICLE 10
Amendments
These Articles of Organization shall be amended as required by the Act. In
all other circumstances, these Articles may be amended only upon the affirmative
vote of a two-thirds majority in interest of the members of the Company.
The undersigned, being the only member of the Company, hereby adopts and
signs the foregoing Articles of Organization for the purpose of forming the
Company under the Act.
Dated this 10th day of August, 2001.
MEMBER:
/s/ Mark Jagels
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Mark Jagels
AMENDED ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY
Submit in Duplicate
Scott Moore, Secretary of State
Room 1305 State Capital, P.O. Box 94608
Lincoln, NE 68509
(402) 471-4079
http://www.nol.org/home/SOS/
Name of Limited Liability Company: Oregon Trail Ethanol Coalition, L.L.C.
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Please check the item or items that are being amended and provide the
appropriate information as changed by the amendment:
___ Name of Limited Liability Company__________________________________________
___ Purpose of Limited Liability Company_______________________________________
___ Period of duration is______________________________________________________
___ Change in stated capital___________________________________________________
X Change to any other statement in the Articles of Organization: The
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Articles of Organization shall be amended as follows:
1. Article 6 is hereby deleted in its entirety and the following
substituted in lieu thereof:
ARTICLE 6
Additional Capital Contributions
Additional contributions to the capital of the Company shall be made as
provided in the Company's Operating Agreement, as amended from time to time.
2. Article 7 is hereby deleted in its entirety and the following
substituted in lieu thereof:
ARTICLE 7
Admission of Additional Members
Additional members shall be admitted to the Company from time to time by
the Members or the Board of Directors as provided in the Company's Operating
Agreement, as amended from time to time.
3. Article 8 is hereby deleted in its entirety and the following
substituted in lieu thereof:
ARTICLE 8
Management of the Company
The Company shall be manager-managed and the management of the Company
shall be vested in a Board of Directors. The name and address of the initial
Directors are as follows:
Mark Jagels Mike Schardt Todd Fangmeier
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RR 1 Box 189 RR 1 Box 39A Rt. 1 Box 96
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Davenport, NE 68335 Carleton, NE 68326 Hebron, NE 68370
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Gene Thomas Pamela Maynard Kent Hummel
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71870 563 Ave. P.O. Box 97 72520 564 Ave.
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Fairbury, NE 68352 Edgar, NE 68935 Daykin, NE 68338
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Darrel Dageforde Brian Nedrow Dan Miller
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Box 316 1221 E St. RR 1 Box 60
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Hebron, NE 68370 Geneva, NE 68361 Carleton, NE 68326
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4. Article 9 is hereby deleted in its entirety and the following
substituted in lieu thereof:
ARTICLE 9
Internal Affairs
The regulation of the internal affairs of the Company are set forth in the
Company's Operating Agreement, as amended from time to time, and shall govern
the operation of the business and the members accordingly.
5. Article 10 is hereby deleted in its entirety and the following
substituted in lieu thereof:
ARTICLE 10
Amendments
These Articles of Organization shall be amended as required by the Act or
by the Members or Board of Directors as provided in the Company's Operating
Agreement, as amended from time to time.
6. The Articles of Organization are hereby amended to include the
following Article 11 and Article 12:
ARTICLE 11
Limited Liability of Members and Directors
The Members and Directors of the Company shall not be liable for the debts,
obligations or liabilities of the Company, whether arising in contract, tort or
otherwise, including under a judgment, decree or order of a court.
ARTICLE 12
Indemnification
The Company shall have the power to make any other indemnification
authorized by any article of the Operating Agreement of the Company or a
resolution adopted by the Members of the Company after written notice provided
in accordance with the Company's Operating Agreement, as amended from time to
time.
These changes to the Articles of Organization were made pursuant to an
affirmative of vote of the majority in interest of the Members or in such manner
as specifically provided in the Articles of Organization.
DATED: February 5, 2002
Mark Jagels,
/s/ Mark L. Jagels - Chairman Chairman of the Board and President
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Signature of Authorized Representative Printed Name of Authorized Representative