Articles of Cooperation and Bylaws are essential founding documents required when establishing a cooperative organization in the United States. These documents combine the legal framework required by state and federal authorities with the specific operational needs of the cooperative model. They detail membership criteria, governance structure, capital requirements, and decision-making processes. The documents must comply with both federal regulations and state-specific cooperative laws, which can vary by jurisdiction. They serve as the primary reference for resolving disputes and guiding organizational decisions.
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1. Article I - Name and Purpose: Legal name of the cooperative and its primary objectives
2. Article II - Definitions: Key terms used throughout the document
3. Article III - Membership: Qualifications, rights, and responsibilities of members
4. Article IV - Meetings of Members: Rules for regular and special meetings, voting procedures
5. Article V - Board of Directors: Composition, qualifications, election, and duties of the board
6. Article VI - Officers: Roles, responsibilities, and selection of officers
7. Article VII - Financial Matters: Capital structure, member equity, patronage dividends
1. Article VIII - Committees: Structure and function of committees for larger cooperatives with multiple operational committees
2. Article IX - Dissolution: Procedures for dissolving the cooperative when specific dissolution procedures are required by state law
3. Article X - Indemnification: Protection of directors and officers when additional liability protection is desired
1. Schedule A - Membership Agreement: Detailed terms of membership
2. Schedule B - Capital Structure: Detailed breakdown of equity structure
3. Schedule C - Operating Rules: Specific operational procedures and policies
4. Appendix A - Forms: Standard forms for membership application, transfer, withdrawal
5. Appendix B - Code of Conduct: Ethical guidelines and behavior expectations
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