Happy Farm Community Cooperative Association, Inc. is being set up as a Pennsylvania non-stock, nonprofit cooperative association, doing business as a corporation. The proposed Articles of Incorporation, which will be submitted to the Commonwealth of Pennsylvania when they have been finalized, are published below.
After we are established as a legal entity, we plan to file with the IRS for tax exempt status as a 501(c)5 organization, which governs the status of nonprofits devoted to agricultural or horticultural purposes.
Articles of Incorporation - August 27, 2020
(revised October 9, 2020)
HAPPY FARM COMMUNITY COOPERATIVE ASSOCIATION, INC.
(A Corporation Organized Under the Nonprofit Corporation Law
of 1988, as amended, of the Commonwealth of Pennsylvania)
I. The name of the Corporation is Happy Farm Community Cooperative Association, Inc.
II. The nature of the activities to be conducted, and the purposes to be promoted or carried out, by the Corporation, are as follows:
a) To engage in or otherwise to promote the establishment of a member-based Cooperative Land Trust, to hold title to farms, farmland, and other real property for the preservation of natural resources, including water resources, marshlands, swamps, woodlands and open spaces, the plant and animal life therein; and advancement of, and providing education about, the study of the environmental impact of organic farming and permaculture for developing a sustainable eco-community;
b) To acquire, by gift, purchase, or otherwise, real and personal property, both tangible and intangible, of every sort and description and to use such property in such manner as the Members of the Corporation shall deem appropriate to carry out such purposes;
c) To use exclusively all property held or controlled by this Corporation and the net earnings thereof in the United States of America for the benefit of residents, visitors, and the community for the conservation, education, and scientific purposes for which the Corporation is formed as set forth in this Article;
d) In connection with the foregoing purposes, to do any and all things permitted by the Statutes of the Commonwealth of Pennsylvania.
III. The Corporation is a nonprofit, membership-based Cooperative, operating in accordance with the Seven Cooperative Principles, as published by the International Cooperative Alliance. The Corporation officers shall include Chief Association Executive, Treasurer, and Secretary. The officers, plus an even number of other members to be determined democratically, will form the Corporation's Advisory Board.
Definition of a Cooperative
A cooperative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.
Cooperatives are based on the values of self-help, self-responsibility, democracy, equality, equity, and solidarity. In the tradition of their founders, cooperative members believe in the ethical values of honesty, openness, social responsibility and caring for others.
The cooperative principles are guidelines by which cooperatives put their values into practice.
- Voluntary and Open Membership - Cooperatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.
- Democratic Member Control - Cooperatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary cooperatives members have equal voting rights (one member, one vote) and cooperatives at other levels are also organised in a democratic manner.
- Member Economic Participation - Members contribute equitably to, and democratically control, the capital of their cooperative, at least part of which may be the common property of the cooperative. Members receive no compensation on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their cooperative, possibly by setting up reserves, part of which at least would be indivisible; and supporting other activities approved by the members.
- Autonomy and Independence - Cooperatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their cooperative autonomy.
- Education, Training, and Information - Cooperatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their cooperatives. They inform the general public -- particularly young people and opinion leaders -- about the nature and benefits of cooperation.
- Cooperation among Cooperatives - Cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, national, regional and international structures.
- Concern for Community - Cooperatives work for the sustainable development of their communities through policies approved by the members.
IV. No part of the Corporation’s net earnings or income shall inure to the benefit of, or be distributable to, its members, directors or officers, or other private persons. The Corporation shall not have or issue shares of stock or pay dividends. Nothing herein shall be construed to preclude any director or officer from serving the Corporation in some other capacity or from receiving reasonable compensation for services actually rendered to the Corporation in effecting one or more of its purposes.
V. As a Cooperative, the Corporation shall have members who participate in the governance of the Corporation. The classes, rights, privileges, qualifications, obligations, and the manner of election or appointment of members shall be defined in the By-Laws of the Corporation, which may be amended from time to time by a referendum of all members.
VI. The duration of the Corporation is intended to be unlimited, but in the event of the dissolution of the Corporation or the termination of its corporate existence, all the net assets of the Corporation shall be transferred, paid over, and delivered to an organization designated by the Board of Directors of the Corporation then qualifying under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax law, to be used and devoted as nearly as practicable in accordance with the purposes of this Corporation as herein set out.
VII. This Certificate of Incorporation may not be amended to permit any action which would prevent the Corporation from qualifying as an exempt organization under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax law.