17-10-208. Articles of organization.

(a) The organizers shall prepare the articles, which shall include:

(i) The name of the cooperative;

(ii) The purpose of the cooperative;

(iii) The principal place of business for the cooperative and the name and address of its registered agent in this state;

(iv) The period of duration for the cooperative, if the duration is not to be perpetual;

(v) The capital structure of the cooperative including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests, which may be designated to be determined by the board;

(vi) A provision designating the voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this article;

(vii) A statement that patron membership interests with voting power shall be restricted to one (1) vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power allocated as prescribed in this article;

(viii) A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;

(ix) The names, post office addresses, and terms of office of the directors of the first board;

(x) A statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to a patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative shall include the interests of patron membership interests and nonpatron membership interests which may be further described in the bylaws, of any classes, and in the reserves; and

(xi) The registered address of the cooperative.

(b) The articles shall contain the provisions in subsection (a) of this section, except that the names, post office addresses of the directors of the first board may be omitted after their successors have been elected by the members or the articles are amended in their entirety.

(c) The articles may contain any other lawful provision.

(d) The articles shall be signed by the organizers.

(e) The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state shall be subject to the provisions of W.S. 17-16-122.

(f) When the articles of organization have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that:

(i) All conditions precedent that are required to be performed by the organizers have been complied with;

(ii) The organization of the cooperative has been chartered by the state as a separate legal entity; and

(iii) The secretary of state shall issue a certificate of organization to the cooperative.