It turns out that the Co-op can take care of several updates to our Certificate of Incorporation (COI) in one fell swoop this year, including updating our address of registered agent with the Division of Corporations.
We will wait until we have completed our relocation to submit this COI Amendment.
The Board has resolved and will ask the General Membership to approve a resolution to update the COI as follows:
____________________________________________________________________________
10/27/14
We will wait until we have completed our relocation to submit this COI Amendment.
The Board has resolved and will ask the General Membership to approve a resolution to update the COI as follows:
- To clarify that the Cooperative is a non-stock membership corporation.
- To change the registered address to the new location pending completion of the move.
- To change the registered agent to be the Cooperative as its own registered agent as currently stipulated in the Bylaws Article 1, Section 1.
- To state that proxy voting shall be permitted.
Below is the Certificate of Amendment for the Certificate of Incorporation to be submitted to the Office of the Delaware Secretary of State after the store relocation is completed.
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
The
corporation, “Newark Community Cooperative, Inc.”, a non-stock membership
corporation existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:
FIRST: that at a
meeting of the Board of Stewards, being the governing body of Newark Community
Cooperative, Inc., resolutions were duly adopted setting forth proposed
amendments to the Certificate of Incorporation of said corporation, declaring said
amendments to be advisable, and calling a meeting of the members of said
corporation for consideration thereof. The resolution setting forth the
proposed amendments is as follows:
BE IT HERE
RESOLVED BY THE BOARD OF STEWARDS OF NEWARK COMMUNITY COOPERATIVE, INC. (t/a “Newark
Natural Foods”)., a majority of those present at a duly-noted and duly-convened
meeting of the Board where a quorum was present concurring, that the following
amendments to the Certificate are deemed advisable and shall be presented to
the members of the corporation for their approval at the annual meeting of the members
to be held on November 15, 2014.
FIRST: Amend Article Second (which Article sets forth the registered
address and registered agent for the corporation) by deleting the same in its
entirety and replacing it with a new Article Second as follows:
Second: Its registered office in the State of Delaware
is located at Suite 209, 230 East Main Street, in the City of Newark, County of New Castle. The Newark
Community Cooperative, Inc., shall be its own registered agent at said address.
SECOND: Amend Article (which Article provides that the corporation is not
organized for profit and has no authority to issue capital stock) by deleting
the same in its entirety and replacing it wit a new Article Fourth as follows:
Fourth: This corporation is a non-stock membership
corporation operated as a cooperative enterprise and shall not have authority
to issue capital stock.
THIRD: Amend Article Ninth (which Article prohibits voting by proxy) by
deleting the same in its entirety and replacing it with a new Article Ninth as
follows:
Ninth: Voting by members
of this corporation shall be as set forth in the bylaws except that voting
shall be permitted in the manner and subject to the conditions set forth in the
bylaws.
BE IT FURTHER RESOLVED that, upon approval by the requisite vote of the
members at the annual membership meeting to be held on November 15, 2014, certificate evidencing such amendment to the
Certificate of Incorporation shall be executed, acknowledged and filed with the
Delaware Secretary of the State’s Office and shall become effective in
accordance with § 103 of Title 8 of the Code of Delaware.
SECOND: that
thereafter, pursuant to resolution of the Board of Stewards, the aforesaid
proposed amendment to the Certificate of Incorporation was presented to the
members at the duly called and duly-noted annual membership meeting held on November
15, 2014, at which meeting the necessary number of member as required by
statute voted in favor of the amendment.
THIRD: That said
amendment was duly adopted in accordance with the provisions of Section
242(b)(3) of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said
corporation has caused this certificate to be signed, this ___ day of
______________________.
Newark Community Cooperative
By: ____________________________________
Authorized
Officer
Title:___________________________________
Name:__________________________________
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