Attachment To Articles Of Incorporation Of Catalyst Cooperative#
Article I: Purpose#
This Cooperative is organized for the following purposes:
(a) To allow its members to work together to provide consulting and other services for renewable energy and climate change projects; and
(b) To perform data and policy analysis in support of creating a more just, livable and sustainable world for all humanity with focus areas including climate and energy policy, electric utility regulation and finances, land-use, transportation and housing policy, and climate change mitigation and adaptation; and
(c) Any other lawful purpose permitted of cooperatives in accordance with the Colorado Cooperative Act or any amended or successor statute. This Cooperative shall be operated on a cooperative basis for the mutual benefit of its members.
Article II: Powers And Limitations#
Section 1. Powers. This Cooperative shall have all powers, privileges, and rights conferred on cooperative associations by the laws of the State of Colorado.
Section 2. Limitations. This Cooperative shall not purchase or deliver services to nonmembers in an amount the value of which exceeds the value of the services purchased or delivered for members.
Article III: Membership And Capital Stock#
Section 1. Membership. In order to become a member of this Cooperative a consultant shall pay such membership fees, charges and dues as prescribed in the Bylaws. Those meeting the membership standards for voting members as set forth in the Bylaws shall be the members of this Cooperative with the power to vote in its affairs, and only such members shall have voting power. Each member is restricted to only one vote, regardless of the number of shares of stock held by such member or the amount of business done with this Cooperative by such member.
Section 2. Authorized Capital Stock. This Cooperative is organized with capital stock. The authorized capital stock of this Cooperative shall consist of Twenty-Five Thousand (25,000) shares of Class A Common Stock, and Five Hundred Thousand (500,000) shares of Preferred Stock. This Cooperative may also establish and maintain such capital reserves, nonstock revolving capital, or other types of equity credits, as may be provided in the Bylaws.
Section 3. Class A Common Stock. Class A Common Stock, if and when issued, shall be issued to and held only by consultants and similar persons who work through or perform services through this Cooperative. Class A Common Stock shall be issued only to members of this Cooperative who have agreed in writing to perform services through this Cooperative. Class A Common Stock may be transferred only with the approval of the Board of Directors. The outstanding Class A Common Stock may be redeemed as provided in the Bylaws.
Section 4. Preferred Stock. Preferred Stock may be issued to any person or entity. Dividends on preferred stock may be paid as determined by the Board of Directors, but shall not exceed eight percent (8%) per year. Dividends on Preferred Stock shall be noncumulative. Preferred Stock shall have no voting rights, and it may be transferred only with the approval of the Board of Directors. Preferred Stock may be redeemed in whole or in part at any time, as provided in the Bylaws.
Section 5. Ineligible Members. In the event the Board of Directors of this Cooperative shall find that any membership or shares of Class A Common Stock of this Cooperative have come into the hands of any person who is not eligible for membership, or that the holder thereof has ceased to be an eligible member, such holder shall have no rights or privileges on account of such membership or such stock, or vote or voice in the management or affairs of this Cooperative other than as specifically required by law. This Cooperative shall have the right at its option, (i) to purchase the Class A Common Stock of the ineligible holder at the lesser of its par value or book value; or (ii) to convert such Class A Common Stock into a nonvoting equity interest.
Section 6. Stock Transfers. Transfers of shares of capital stock shall only be made with the approval of the Board of Directors and in the manner as specified by the Board of Directors, after surrender of the stock certificates held. No transfer of capital stock shall be made until all indebtedness owing to this Cooperative by the stockholder has been paid.
Section 7. Distribution of Net Income. The net income (total annual net savings) in excess of dividends, per unit retains, and additions to reserves shall be distributed on the basis of patronage as provided in the Bylaws. The records of this Cooperative may show the interest of stockholder in the reserves.
Article IV: First Lien#
This Cooperative shall have a first lien on all shares of its capital stock, equity credits or on any other interest distributed on a patronage basis standing on its books for all indebtedness of the respective holders or owners thereof to this Cooperative. This Cooperative shall also have the right, exercisable at the option of the Board of Directors, to set off such indebtedness against the amount of such capital stock, equity credits or any other interest distributed on a patronage basis standing on its books; provided, however, that nothing contained herein shall give the holders of such stock, equity credits or any other interest distributed on a patronage basis, any right to have such set off made.
Article V: Dissolution#
In the event of any liquidation, dissolution or winding up of this Cooperative, whether voluntary or involuntary, all debts and liabilities of this Cooperative shall be paid first according to their respective priorities. Holders of Preferred Stock shall then be entitled to receive the par value of their shares. Holders of Class A Common Stock and other equity interests shall then be entitled to receive the par value of their shares and the stated value of any other equity interests, without priority on a pro rata basis.
All equity credits and other non-stock capital furnished through patronage shall then be retired without priority on a pro rata basis to the holders to whom they are allocated on the books of this Cooperative.
Any remaining assets of this Cooperative shall be distributed among the patrons of this Cooperative, including both current patrons and former patrons, in the proportion which the aggregate patronage of each patron bears to the total patronage of all patrons, as shown by the records of this Cooperative.
Article VI: Board Of Directors#
The affairs of this Cooperative shall be governed by a Board of Directors initially consisting of three directors, as may be revised by the Bylaws of this Cooperative. The Board of Directors shall be elected in the manner provided in the Bylaws. The names and addresses of the incorporating directors, who shall serve as the initial Board of Directors until the first annual meeting of the members, are as follows:
Name |
Address |
|---|---|
Christina Gosnell |
430 South 45th Street Boulder CO 80305 |
Zane Selvans |
748 10th Street Boulder CO 80302 |
Steven Winter |
748 10th Street Boulder CO 80302 |
No director shall be personally liable to this Cooperative for monetary damages for any breach of his or her duty of care as a director, except that the foregoing shall not eliminate or limit such director’s liability to this Cooperative for monetary damages for acts specified in C.R.S. section 7-56-406(2)(a), as it now exists or hereafter may be amended, involving bad faith, intentional misconduct, knowing violations of law, transactions from which the director derived personal benefit, unlawful distributions, loans, guarantees of loans, dividends, repurchases, or other failures to conform with the standard of care in C.R.S. section 7-108-401. If the Colorado Cooperative Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of this Cooperative, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Cooperative Act. Any repeal or modification of this limitation shall be prospective only and shall not adversely affect any right or protection of a director of this Cooperative existing at the time of such repeal or modification.
Article VII: Amendments#
These Articles of Incorporation may be amended in the manner provided by law.