Exhibit 3.7
THIRD AMENDED ARTICLES OF INCORPORATION
OF
WISCO FARM COOPERATIVE
ARTICLE I
Name
1.01 The name of this cooperative is WISCO FARM COOPERATIVE. It is a
cooperative organized under Chapter 185 of the Statutes of Wisconsin.
ARTICLE II
Location
2.01 The registered agent of the cooperative and his address are:
Russell P. Roedl
423 Margarette Street
Lake Mills, WI 53551
Jefferson County
ARTICLE III
Purposes
3.01 General Purpose. This cooperative may engage in any activity within
the purposes for which cooperatives may be organized as provided by Chapter 185,
Wisconsin Statutes.
ARTICLE IV
Capital
4.01 Capital Stock.
a. The authorized capital stock of this cooperative shall be two hundred
(200) shares Common Stock at a par value of One Thousand Dollars ($1,000) per
share.
b. Common Stock shall be issued to and held by any individual, association
or corporation.
c. Annual dividends may be fixed by the Board of Directors.
4.02 Transfer. No transfer of stock shall be binding upon the cooperative
unless made on its books. A stockholder who wishes to offer his stock for sale
shall first offer it in writing to the Board of Directors. Until sixty (60) days
after receiving such written offer, the Board shall have the option to buy such
stock for the cooperative as provided by statute. The Board also shall have the
right to recall the stock of any stockholder as provided by statute upon sixty
(60) days notice in
writing by mail to the holder's last post office address as shown by the
cooperative records. When recalling the Common Stock of a holder not entitled to
vote, payment may be made in Capital Equity Certificates issued by the
cooperative at face value. When retiring stock, the cooperative may offset
against it any sum the holder may owe the cooperative. Upon failure to receive a
Certificate of Stock which has been recalled for redemption or for any other
reason within the time fixed for the surrender thereof, the cooperative may
cancel the stock on its books, and carry the value thereof as an account for the
holder without interest until the certificate is presented.
4.03 Other Forms of Capital.
a. The cooperative may also issue Preferred Capital Certificates, Capital
Equity Certificates, Certificates of Indebtedness or similar securities on a
patronage basis or otherwise as may be provided for in the By-laws, but no such
security shall entitle the holder thereof to any vote in the affairs of the
cooperative. Each member's ownership shall be recorded in the books and ledgers
of the cooperative and evidenced to him annually by written notice. The property
and participation (including voting) rights and interests of each member in the
cooperative may be unequal and may be determined and fixed by the Board of
Directors in the proportion that the patronage of each member shall bear to the
total patronage of all members of the cooperative, or on any other basis
permitted under Section 185.45 of the Wisconsin Statutes.
b. All notices of ownership shall be recorded in the records of the
cooperative according to the year in which it is issued. Preferred Capital
Certificates, Capital Equity Certificates or similar securities and other
records of ownership shall be transferable only the books of the cooperative. A
member who wishes to offer his certificate for sale shall first offer it in
writing for sale to the Board of Directors. The Board of Directors may also have
the right to recall any certificate or redeem any evidence of ownership upon
sixty (60) days' notice in writing to the last post office address of the holder
as shown on the cooperative records.
4.04 Lien. The cooperative shall have first lien on all equities and
securities it has issued for all indebtedness of the holder thereof to the
cooperative.
ARTICLE V
Membership
5.01 The cooperative may have more than one class of members.
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5.02 The designation, qualifications, requirements, method of acceptance,
incidents of membership and condition and terms of termination of membership of
each class shall be set forth in the By-laws.
ARTICLE VI
Directors
6.01 The number, method and manner of election of directors shall be set
forth in the By-laws.
ARTICLE VII
Patronage Refunds
7.01 All net proceeds of this cooperative and additions to reserves shall
be distributed, on a cooperative basis, annually only to members holding Common
Stock or the other forms of capital set forth in paragraph 4.03 of these
Articles, and to those patrons who choose to buy stock or such other form of
capital. Patronage refunds may be distributed in cash or in capital equity
credits as more particularly provided for in the By-laws. Stock and capital
equity credits shall be redeemable only at the option of the Board of Directors.
The Board of Directors may, in its discretion, credit any of the net proceeds to
allocated or unallocated surplus or reserves of the cooperative.
ARTICLE VIII
Liquidation or Dissolution
8.01 Upon liquidation or dissolution of the cooperative, any sum remaining
after payment of all debts shall first be applied to the holders of Common Stock
proportionately up to their par value, then to the members and former members on
the basis of their recorded interest in capital proportionately up to face
value. Any sum remaining shall be distributed ratably among the members of the
cooperative.
ARTICLE IX
Amendments
9.01 The cooperative may amend these Articles or may dissolve in the
manner provided by statute at the time of amendment or dissolution.
ARTICLE X
Board of Directors
10.01 The business and affairs of this cooperative shall be managed by a
board of directors of not less than three (3) persons, as set by the Bylaws.
Every director shall be a voting member or a representative of a voting member
who is other than a
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natural person. Directors shall be elected by the voting members of the
cooperative for such terms as the By-laws may prescribe, at the annual meeting
of members.
Executed in triplicate as of the date below written. The amendments to
these Articles are several, and can be seen by comparing these Third Amended
Articles with the original Articles, the Amended Articles and the Second Amended
Articles. The number of members of this corporation is one (1), and the members
voting for these Third Amended Articles was one (1).
Subscribed to the 16th day of February 1989.
WFC, INC.
By /s/ Russell P. Roedl
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Russell P. Roedl, President
By /s/ Helen Nehring
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Helen Nehring, Secretary
STATE OF WISCONSIN )
) ss
COUNTY OF JEFFERSON )
Personally came before me this 16th day of February, 1989, the above named
Russell P. Roedl and Helen Nehring, to me known to be the persons who executed
the foregoing instrument and acknowledged the same as officers of WFC, Inc.
/s/ [ILLEGIBLE]
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Notary Public
My Commission expires 12/16/90
This document was drafted by:
MAUN, HAYES, SIMON, JOHANNESON,
BREHL AND ODLAUG (PTC)
3500 West 80th Street
Suite 520
Bloomington, MN 55431
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