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DOMESTIC REGULAR COOPERATIVE

DOMESTIC REGULAR COOPERATIVE

PUBLIC REGULATION COMMISSION CORPORATION BUREAU P.O. BOX 1269 SANTA FE, NEW MEXICO 87504-1269 505-827-4511 REQUIREMENTS FOR COOPERATIVE ASSOCIATIONS (53-4-1 et seq.)

(Payable to PUBLIC REGULATION COMMISSION) Articles of Incorporation $50.00 License 20.00 Certified Copy 10.00 (Reproduction copies if provided by the commission to be certified add $1.00 per page reproduced minimum ($5.00) 53-2-10. Private remedy. A. Any person who suffers any loss of money or property as a result of being designated a director of a corporation without giving his consent may bring an action against the designating corporation to recover actual damages or one thousand dollars ($1,000.00) whichever is greater B. The court may award attorney's fees and costs to the party injured as a result of the director designation if he prevails. The court may award attorneys' fees to the corporation charged if the court finds that the action brought against the corporation was groundless. C. The relief provided in this section is in addition to remedies otherwise available against the same conduct under the common law or other statutes of this state. 53-4-5. Articles of incorporation; contents. Articles of incorporation shall be signed by each of the incorporators and acknowledged by at least three of them, if natural persons, and by the presidents and the secretaries, if associations, before an officer authorized to take acknowledgements. Within the limitations set forth in the Cooperative Association Act [Chapter 53, Article 4 NMSA 1978], the articles shall contain: A. A statement as to the purpose for which the association is formed. B. The name of the association, which shall include the word "cooperative"; C. The term of existence of the association, which may be perpetual; D. The location and address of the principal office of the association; E. The names and addresses of the incorporators of the association; F. The names and addresses of the directors who shall manage the affairs of the association for the first year, unless sooner changed by the members; G. A statement of whether the association is organized with or without shares and the number of shares or memberships subscribed for; H. If the association organized with shares, the amount of authorized capital, the number and types of shares and the par value thereof, which may be placed at any figure, and the rights, preferences and restrictions of each type of share; I. The minimum number of shares of the association that shall be owned in order to qualify for membership;

Schedule of fees:

J. The maximum amount or percentage of capital of the association that may be owned or controlled by any member; K. The method by which any surplus, upon dissolution of the association, shall be distributed in conformity with the requirements of the Cooperative Association Act [Chapter 53, Article 4 NMSA 1978] for division of such surplus; and L. The address of the initial registered office of the association and the name of the initial registered agent at that address. The articles may also contain any other provisions not inconsistent with the Cooperative Association Act [Chapter 53, Article 4 NMSA 1978].

DRCOOP-CD (REV 6/03)

FILE DUPLICATE ORIGINALS FILING FEE: $50.00 ARTICLES OF INCORPORATION The undersigned, do hereby certify that we on this day formed a Cooperative Association (53-4-1 to 53-4-45 NMSA 1978) under the laws of the State of New Mexico, and we further certify: ARTICLE ONE: The corporate name of the association shall be: ____________________________________ ______________________________________________________________________________________________ ARTICLE TWO: The purpose or purposes are: ___________________________________________________ ______________________________________________________________________________________________ ARTICLE THREE: The name of its initial registered agent and the street address (PO BOX UNACCEPTABLE UNLESS GEOGRAPHICAL LOCATION IS GIVEN) and city of the initial registered office in New Mexico is: ______________________________________________________________________________________________ ______________________________________________________________________________________________ the location and address of the principal office of the association is: ______________________________________________________________________________________________ ARTICLE FOUR: ARTICLE FIVE: The period of existence is: _____________________________________________________ The name and addresses of the incorporators are: (five or more) NAME ADDRESS ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________

ARTICLE SIX: The names and addresses of the directors who shall manage the affairs of the association for the first year, unless sooner changed by the members, are: (not less than five directors) NAME ADDRESS

ARTICLE SEVEN: The association is organized without shares, and the number of memberships subscribed for is__________________________________________. If organized with shares, the amount of authorized capital, the number of types of shares and the par value thereof, which may be placed at any figure and the rights, preference, and restrictions of each type of share is:

ARTICLE EIGHT:

The minimum number of shares which must be owned in order to qualify for membership is:

ARTICLE NINE:

The maximum amount of percentage of capital which may be owned or controlled by any member is:

ARTICLE TEN: The method by which any surplus, upon dissolution of the association, shall be distributed, in conformity with the requirement of Section 36 (53-4-36) herein for division of such surplus is:

DATED:________________________________ ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ INCORPORATOR

State of:________________________________________ County of:______________________________________ On this____________________________day of ______________________________before me personally appeared who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed.

_______________________________________________ NOTARY PUBLIC

(NOTARY SEAL)

My commission expires:__________________________

DRCOOP-CD (REV 6/03)

STATEMENT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED INITIAL REGISTERED AGENT

I, ________________________________________________________________________________________, Hereby acknowledge the acceptance as Initial Registered Agent of __________________________________________________________________________________________, the cooperative association which is named in the annexed Articles of Incorporation.

_____________________________________________________ (Sign on this line if the registered agent named in the Articles of Incorporation is an individual. If this line is signed, the two lines below do not apply and must be left blank.) .............................................................................................. (If the following lines are used, the signature line above does not apply and must be left blank)

_____________________________________________________ (If the registered agent named in the Articles of Incorporation is a corporation, type or print the name of that corporation here.) By___________________________________________________ (An authorized officer of the corporation being appointed as registered agent must sign here)

Form CA-STMNT (REV. 7/03)