Coop rules, biodiesel/4 Share Structure

From EcoReality

Part 4 -- Share Structure

Authorized share structure

(Rule 20) The capital of the the Association consists of an unlimited number of membership shares, and an unlimited number of Class A preferred investment shares and an unlimited number of Class B preferred investment shares.

(Rule 21)

  1. Membership shares:
    1. Each member subscribes to exactly one membership share.
  2. Class A shares:
    1. have a par value of $1 per share;
    2. require a minimum initial investment of 1,000 shares;
    3. may be purchased by members or non-members with the approval of the directors;
    4. may not be held jointly;
    5. may bear stock dividends or stock split at a rate that shall be set by the directors from time to time, but at no time shall the rate set be lower than that applied to membership shares;
    6. stock dividends shall be declared and paid on Class A shares before any interest on membership shares, dividends, or patronage rebates are paid out to members;
    7. may not be transferred;
    8. have a three-year redemption notice, with a maximum number to be redeemed at one time, to be determined by the directors from time to time, in accordance with Part 4, Division 4 of The Cooperative Association Act;
    9. redemption of a Class A share shall be at its par value;
    10. upon dissolution, will be redeemed prior to membership shares.
  3. Class B shares
    1. have a par value of $1 per share;
    2. may be issued by the directors to members or non-members:
      1. in exchange for tangible capital goods at fair market price, or
      2. in exchange for labor personally executed by a member on a capital project;
    3. may not be held jointly;
    4. do not bear interest nor dividend;
    5. may be subject to a negative stock split from time to time at a rate set by the directors, as the capital goods backing these shares age and depreciate;
    6. may not be transferred;
    7. can only be redeemed upon termination of membership or special resolution, at par value;
    8. upon dissolution, will be redeemed after Class A investment shares, but prior to redemption of membership shares.

(Rule 22) At no time shall the number of investment shares of any class issued to non-members exceed 50% of the total number of shares in that class.

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