The undersigned incorporators, in order to form a cooperative under Sections 53-4-1 through 53-4-45 NMSA 1978 (1999), certify as follows:
ARTICLE I: NAME
The name of the cooperative is Silver City Food Cooperative (hereinafter “Co-op”).
ARTICLE II: PURPOSES
The nature of the business and purposes to be conducted by the Co-op are the following:
A. To educate the members of the community in the principles of sound nutrition;
B. To engage in the production, packaging, distribution, preparation, advertising, purchase
and sale, wholesale and retail, of food products and other commodities and any similar or
incidental ventures and businesses on behalf of the members of the Co-op and the
community at large; and
C. To engage in, carry on and conduct any other lawful activity for which cooperatives may
be organized under 53-4-1 through 53-4-45 NMSA 1978 (1999).
ARTICLE III: PRINCIPAL PLACE OF BUSINESS
This cooperative shall have its principal place of business in Silver City, County of Grant,
State of New Mexico and the address of the principal office is 520 N. Bullard Street, Silver
City, New Mexico 88061
ARTICLE IV: TERM OF EXISTENCE
This cooperative shall have perpetual existence.
ARTICLE V: POWERS
This cooperative shall have all the powers granted to a cooperative association by the Laws of
New Mexico. These include:
A. To make by-laws for the governing and regulation of its affairs;
B. To acquire, own, hold, sell, lease, pledge or mortgage any property incident to its
purposes;
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C. To own and hold membership in and share capital of other associations and corporations,
and any types of bonds or other obligations; and while the owner thereof to exercise all
the rights to ownership;
D. To borrow money, contract debts and make contracts, including agreements of mutual aid
or federation with other associations and other groups organized on a cooperative basis;
E. To conduct its affairs without as well as within this state; and
F. To exercise all powers not inconsistent herewith which may be necessary, convenient, or
expedient for the accomplishment of its purposes, and, to that end, the foregoing
enumeration of powers shall not be deemed exclusive.
ARTICLE VI. INCORPORATORS
The number of incorporators of the Co-op is five (5) and the names and addresses of the
incorporators are:
Mark Johns, P.O. Box 917, Silver City, NM 88062 (38 Cleveland Road, Silver City)
Mary Lynn, 6 Burke Loop, Silver City, NM 88061
Betty L. Mishuk, 44 Arenas Valley Rd., Arenas Valley, NM 88022
Pamela Patrick, 35 Thunder Road, Silver City, NM 88061
Kathleen R. Wigley, HC 71, 3 Galaz, San Lorenzo, NM 88041
ARTICLE VII. DIRECTORS
The number of directors constituting the Board of Directors shall be not less than five (5).
The names and addresses of the directors who shall serve as the initial Directors and manage
the affairs of the Co-op for the first year, unless sooner changed by the members, or until
their successors are elected and qualified are:
Maureen Grey, 606 W. 12th St., Silver City, NM 88061
Mark Johns, P.O. Box 917, Silver City, NM 88062
Stephanie Lancaster, 520 N. Bullard St., Silver City, NM 88061
Mary Lynn, 6 Burke Loop, Silver City, NM 88061
Jane Miller, 314 N. Bayard, Silver City, NM 88061
Betty Mishuk, 44 Arenas Valley Rd., Arena Valley, NM 88022
ARTICLE VIII. ORGANIZATION OF COOPERATIVE
The Co-op is organized without capital shares.
A. The Co-op shall admit applicants to membership in the Co-op upon such uniform
conditions as may be prescribed in its by-laws and an applicant shall be deemed a
member upon payment in full for the membership fee as necessary to qualify for
membership. This association shall be operated on a cooperative basis for the mutual
benefit of its members and the community at large.
B. The voting rights of the members of the association shall be equal and each member of
the Co-op shall have one vote upon each matter submitted to a vote at a meeting of the
members. No members shall be permitted to vote by proxy.
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C. Membership certificates shall have no par value.
ARTICLE IX. DISSOLUTION
The Co-op may, at any regular or special meeting legally called, be directed to dissolve by a
vote of two-thirds of the entire membership. By a vote of a majority of the members voting,
three of the members shall be designated as trustees, who shall, on behalf of the Co-op and
within a time fixed in their designation or within any extension thereof, liquidate its assets
and pay its debts and expenses. The trustees shall distribute any funds remaining thereafter in
either or both of the following ways:
A. Among those patrons who have been members or subscribers at any time during the past
six years, on the basis of their patronage during that period; and/or
B. As a gift to any consumers’ cooperative association or other nonprofit enterprise doing
business in the State of New Mexico.
ARTICLE X. AMENDMENT
These articles may be amended upon the affirmative vote of two-thirds of the members
actually voting on the proposed amendment. Notice of the meeting to consider such
amendment shall be sent to each member at least thirty (30) days in advance, accompanied by
a full text of the proposed amendment.
Approved by signature this ______ day of December, 2000, by the undersigned incorporators,
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STATE OF NEW MEXICO )
)ss
COUNTY OF GRANT )
The foregoing Articles of Incorporation were signed in my presence on December 15, 2000, by
the following people known personally to me: ________________________________________
______________________________________________________________________________.
___________________________________________ My commission expires 4-24-2004
Notary Public
