CERTIFICATE OF INCORPORATION
OF
ADIRONDACK GRAZERS’ COOPERATIVE, INC.
(Under Article 2 of the Cooperative Corporations Law of the State of New York)
_____________________________________________________________________
The undersigned, all being of full age and at least two-thirds being citizens of the
United States, and at least one being a resident of the State of New York do, under and
by virtue of the laws of the State of New York, associate ourselves with the intention of
forming a cooperative corporation for the purposes hereinafter specified, and DO
HEREBY CERTIFY:
FIRST: The name of the corporation shall be:
Adirondack Grazers’ Cooperative, Inc.
SECOND: The purposes for which it is to be formed are the following:
(a) To engage in activities connected with the marketing, processing,
manufacture and sale of agricultural products, including, without limitation, the
purchase, financing, production, manufacture, warehousing, cultivating, harvesting,
preservation, drying, processing, cleansing, canning, blending, packing, grading,
storing, handling, utilization, shipping, marketing, merchandising, and selling of
agricultural and food products, including but not limited to hormone-free, humanelyraised and pasture-raised livestock and poultry, of its members and other producers
and the by-products thereof.
(b) To engage as a cooperative purchasing association in activities
relating to the purchase of supplies for producers of agricultural products.
(c) To perform services connected with the acquisition for its members of
supplies and articles of common use, including livestock, equipment, machinery, food,
products and family and other household and personal supplies to be used or
consumed by members, their families and guests.
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(d) To do all and everything incidental and necessary for the
accomplishment of any of the purposes or the attainment of any of the objects or the
furtherance of any of the powers hereinabove set forth or permitted under Sections 13
and 14 of Article 2 as limited by Article 6 of the Cooperative Corporation Law of the
State of New York, individually or as agent either alone or in association with other
corporations, firms or individuals.
THIRD: The duration of the corporation shall be perpetual.
FOURTH: The principal office of the corporation shall be located in Washington
County, State of New York. The corporation’s operations shall be conducted
throughout New York State as well as Vermont, New Jersey, Massachusetts and
Connecticut.
FIFTH: The address of the corporation shall be 102 Emsig Lane, Granville,
Washington County, New York 12832.
SIXTH: The names and post office addresses of the incorporators are as
follows:
NAME
ADDRESS
Locke Ag Ventures
30 Waterhouse Way
Granville, New York 12832
River Run Farm
191 Academy Street
Greenwich, New York 12834
Brookefield Farm
65 Gibbs Road
Granville, New York 12832
Stone Meadow Farm
402 Country Rte. 74A
Greenwich, New York 12834
102 Emsig Lane
Granville, New York 12832
Kenneth Locke
Jodie Kubiak
Jennifer Coleman
Daniel Stone
Sarah Teale
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SEVENTH: The number of directors shall be not less than five (5) nor more than
fifteen (15) as the bylaws may from time to time provide.
EIGHTH: The names and post office addresses of the directors of the
corporation until the first annual meeting thereof are as follows:
NAME
ADDRESS
Locke Ag Ventures
30 Waterhouse Way
Granville, New York 12832
River Run Farm
191 Academy Street
Greenwich, New York 12834
Brookefield Farm
65 Gibbs Road
Granville, New York 12832
Stone Meadow Farm
402 Country Rte. 74A
Greenwich, New York 12834
TBD
Kenneth Locke
Jodie Kubiak
Jennifer Coleman
Daniel Stone
TBD
At least one of the above named directors is a citizen of the United States and a
resident of the State of New York.
NINTH: The corporation is organized with capital stock as follows:
The aggregate number of shares which the Corporation shall have the authority
to issue shall be Two Hundred (200) shares, without par value. Every member shall
have an equal vote regardless of the number of shares of stock owned.
TENTH: The Secretary of State of the State of New York is hereby designated
as agent of the corporation upon whom processes against it may be served, and the
address to which the Secretary of State shall mail a copy of any process against it
served upon him is 102 Emsig Lane, Granville, New York 12832.
ELEVENTH: No director of the corporation shall be personally liable to the
corporation or its shareholders for damages for any breach of duty in such capacity;
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provided, however, that the foregoing shall not eliminate or limit the liability of any
director if a judgment or other final adjudication adverse to such director establishes
that the acts or omissions of such director were in bad faith or involved intentional
misconduct or a knowing violation of law or that such director personally gained in fact a
financial profit or other advantage to which such director was not legally entitled or that
such acts violated Section 719 of the New York Business Corporation Law, and
provided further that nothing herein shall eliminate or limit the liability of any director for
any act or omission prior to the effective date of this Certificate of Incorporation.
IN WITNESS WHEREOF, this Certificate has been signed and the statements
made herein are affirmed as true under the penalties of perjury this _______ day of
___________, 2012.
BY: _________________________________________
KENNETH LOCKE
BY: _________________________________________
JODIE KUBIAK
BY: _________________________________________
JENNIFER COLEMAN
BY: _________________________________________
DANIEL STONE
BY: _________________________________________
SARAH TEALE
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