Articles of Incorporation
of a Co-operative With Share Capital

This is a reproduction of our articles of incoporation as filed with FSCO excluding addresses for privacy reasons.

  1. The name of the co-operative is: The Avocado Sustainability Co-operative Inc.
  2. The head office is at the: City of Waterloo in the Regional Municipality of Waterloo
  3. The address of the head office is: 42 Menno Street, Waterloo, Ontario, N2L 2A7
  4. The number (or minimum and maximum number) of directors is: a minimum of five (5) and a maximum of eleven (11).
  5. The number (or minimum and maximum number) of directors each stakeholder group in a multi-stakeholder co-operative may elect is: not applicable
  6. First directors:
    • Albert O'Connor
    • Jessica Koteles
    • Michael Anttila
    • Jennifer Lynes
    • Michael Druker
  7. Restrictions, if any, on the business the co-operative may carry on or on powers the co-operative may exercise: none
  8. The authorized capital for each class of share is:

    an unlimited total capital made up of:

    An unlimited number of Membership Shares at a par value of $10.00 each;

    Up to $200,000 in Class A Preference Shares at a par value of $100 for a total of 2000 Class A Preference Shares

  9. The designations, preferences, rights, conditions, restrictions, limitations or prohibitions attaching to the preference shares, if any, are:

    Class A Preference Shares:

    Class A Preference Shares may be issued in one or more series. The Board of Directors shall determine by resolution the designation, rights, privileges, restrictions and conditions attaching to each series of preference shares as well as the number to be issued. Preference shares may be purchased only by members of the co-operative.

    Dividend:

    Holders of Class A Preference Shares are entitled to receive an annual dividend, to be determined by the Board, to a maximum rate of 5% yearly, in priority to any dividend being paid on Membership Shares and in priority to any distribution of patronage returns.

    Redemption:

    Holders of Class A Preference Shares may require the co-operative to redeem any shares that were issued more than two years prior to the requested date of redemption, provided that the holder gives the co-operative no less than six (6) months prior written notice of their intent to redeem.

    The co-operative may redeem all or any part of the Class A Preference Shares without the consent of the holders by giving the holder no less than six (6) months written notice of its intention to redeem their shares.

    Redemption Price:

    The redemption price of Class A Preference Shares is equal to their par value plus a premium for inflation (based on the Consumer Price Index) for every year plus any accrued unpaid dividends.

    Other Rights:

    Class A Preference shareholders have the right to receive notice of and attend members' meetings.

    Class A Preference Shares do not give the holder any voting rights in the co-operative.

    On dissolution or winding up of the co-operative, Class A Preference shareholders are entitled to receive, in priority to holders of Membership Shares, an amount equal to the redemption price of their Class A Preference Shares plus any accumulated but unpaid dividends. Holders of Class A Preference shares have no further right to the co-operative's property on dissolution.

    Notice:

    All notice which Class A preference shareholders are entitled to receive shall be by regular letter post or email as selected by the shareholder. It is the responsibility of the shareholders to ensure that the Co-operative is advised of any change to their email or letter post address.

  10. The restrictions on the allotment, issue or transfer of shares are:

    Membership shares in the Co-operative shall not be transferrable.

    Preference Shares in the Co-operative shall be transferrable with the written consent of the Board of Directors.

  11. The classes of membership, if any, are: Not Applicable

  12. The terms and conditions attaching to each class of membership are: Not Applicable
  13. The stakeholder groups, if any, are: Not Applicable
  14. The terms and conditions for membership in each stakeholder group are: Not Applicable
  15. Special provisions, if any, are:

    a) Upon the dissolution of the co-operative and after the payment of all debts and liabilities, including any dividends declared and not paid, and the purchase for cancellation or redemption of all outstanding shares, the remaining property of the co-operative shall be distributed or disposed of equally among the members irrespective of the number of shares or amount of loans, if any, held or made by a member.


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