Exhibit 3.1
RECEIVED
JUL 16 2003
SEC. OF STATE
ARTICLES OF ORGANIZATION
OF
RED TRAIL ENERGY, LLC
The undersigned organizers, being natural persons 18 years of age or older,
in order to form a limited liability company under North Dakota Statutes,
Chapter 10-32, hereby adopt the following Articles of Organization:
ARTICLE I.
The name of this Company is Red Trail Energy, LLC.
ARTICLE II.
The principal place of business, the principal executive office, and the
registered office of the company is located at 3754 Highway 85, Richardton, ND
58652. The name of the registered agent at that office is Ambrose Hoff.
ARTICLE III.
The names and addresses of the organizers of this Company are as follows:
Name Address
---- -------
Gary Goetz 4374 Highway 85
Richardton, ND 58652
Ambrose Hoff 3754 Highway 85
Richardton, ND 58652
Fred Braun P.O. Box 1
Richardton, ND 58652
ARTICLE IV.
Unless dissolved earlier according to law, this Company shall exist for a
period of perpetual duration.
NORTH DAKOTA
Filed 7-16-2003
Alvin A. Jaegen [SEAL]
----------------------------------
Secretary of State
1
ARTICLE V.
Upon the occurrence of an event under Subsection 1 of Section 10-32-109,
NDCC, that terminates the continued membership of a member in the Company and
providing that the Company is left with at least two remaining members or a new
member is admitted as provided in Section 10-32-06, NDCC, the remaining members
shall have the power to avoid dissolution by giving dissolution avoidance
consent.
ARTICLE VI.
The members of the Company shall have the power to enter into a business
continuation agreement.
ARTICLE VII.
Members of this Company shall have cumulative voting rights.
ARTICLE VIII.
The names of the first governors of this company are as follows:
Gary Goetz
Ambrose Hoff
Fred Braun
Bill Dutoit
Harold Frederick
Jody Hoff
Duane Zent
Charlie Reisenauer
John Gengler
Tom Voegele
Frank Kirschenheiter
ARTICLE IX.
Any action required or permitted to be taken at a meeting of the Board of
Governors of this Company not needing approval by the members, may be taken by
written action signed by the number of governors that would be required to take
such action at a meeting of the Board of Governors at which all governors are
present.
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ARTICLE X.
No governor of this Company shall be personally liable to the Company or
its members for monetary damages for breach of fiduciary duty by such governor
as a governor; provided, however, that this Article shall not eliminate or limit
the liability of a governor to the extent provided by applicable law (i) for any
breach of the governor's duty of loyalty to the Company or its members, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under the North Dakota statutes, (iv) for any
transaction from which the governor derived an improper personal benefit or (v)
for any act or omission occurring prior to the effective date of this Article.
No amendment to or repeal of this Article shall apply to or have any effect on
the liability or alleged liability of any governor of the Company for or with
respect to any acts or omissions of such governor occurring prior to such
amendment or repeal.
IN WITNESS WHEREOF, We have hereunto set our hands this 15TH day of July,
2003.
/s/ Gary Goetz
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Gary Goetz
/s/ Ambrose Hoff
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Ambrose Hoff
/s/ Fred Braun
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Fred Braun
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RECEIVED
JUL 16 2003
SEC. OF STATE
STATEMENT OF CONSENT TO SERVE AS REGISTERED AGENT
To the Secretary of State
State of North Dakota File No. 19,464,900
State Capitol Building
Bismarck, ND 58505
I, Ambrose Hoff, hereby accept the appointment to serve in the capacity of
registered agent for the LLC known as Red Trail Energy, LLC.
Dated this 15 day of July, 2003.
/s/ Ambrose Hoff
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Ambrose Hoff
This filing is pursuant to Section 10-19.1-15, Section 10-22-06 and Section
10-22-08, NDCC.
Filing Date: 7-16-03
BY: NS
Receipt No. ______________
[SEAL]
STATE OF NORTH DAKOTA
Office of Secretary of State
I hereby certify that this is a true and correct copy, consisting of 4 pages as
taken from the original on file in this office. Originality of this
certification can be determined by the color red.
DATED: 9-9-05 /s/ Alvin A. Jaeger
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BY: Alvin A. Jaeger
------------------------- SECRETARY OF STATE