Certification of Incorporation of the George Street Co-op, Inc.

This instrument is to certify that we, James Fong, David Bruskin, Karl Horne, John Stone, and Mark Tomkins do hereby associate ourselves into a corporation under and by virtue of the provisions of an Act of the Legislature of the State of New Jersey, entitled, “The Corporation and Associations Not for Profit Act” (Title 15 of the New Jersey Statutes) and the amendments thereof and supplements thereto, for a lawful purpose other than pecuniary profit as hereinafter stated, and to that end we do by this instrument certify that:

1. The name by which this corporation should be known in law shall be the George Street Co-op, Inc.;

2. The purpose for which this corporation is formed is to provide non-flesh foods with a minimum of processing and contaminants; and other health and household products to the George Street Co-op, Inc. at the most reasonable prices available without allowing for a profit to the corporation.  The goals of the corporation are to promote general health through provision of appropriate foods and education, within the context of a cooperative spirit among the members, and bring an awareness to the membership that the work invested by individual members is the cohesive force making this organization a Co-op.  The George Street Co-op allows members to participate in a cooperative buying association and to come into closer contact with the source of their food.  The George Street Co-op does not contemplate the distribution of gains, profits or dividends to the members thereof and is organized solely for non-profit purposes.  The Co-op shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable and beneficial purposes listed in the certificate.  The George Street Co-op shall be empowered to establish any other goals for the benefit of the membership and perform any acts which a New Jersey corporation can perform as long as these acts and goals are in conformance with the requirements of Section 501(c)(3) of the Internal Revenue Code of 1954 and the tax laws of this State each respectively as now in effect or as may subsequently be amended;

3. The said corporation shall be located and its activities shall be conducted in the City of New Brunswick and at such other places where the Board of Trustees shall deem desirable for the benefit of the corporation.  The registered agent of the corporation is JOHN P. STONE.  Process can be served upon him during business hours at 285 George Street, New Brunswick, New Jersey;

4. There shall be a Board of twelve Trustees each elected by the general membership to a three year term, with one-third of the Board being elected each year.  The Trustees of the corporation, which shall act as the first Board of Trustees, shall be those Directors currently acting as Directors of the George Street Co-op, Inc.  Each Director shall continue in office until his or her respective term of office expires.  Elections will be held according to the by-laws of the George Street Co-op, Inc.  The names and post office addresses of the said Trustees follows:

   • Karl Horne   [address]
   • James Fong   [address]
   • Mark Tomkins   [address]
   • Chris Cooper   [address]
   • Siri Ram Kauskhalsa   [address]
   • Mary Klimik   [address]
   • Bridget Benenson   [address]
   • Al Falzarano   [address]
   • Bill de Lange   [address]
   • Dave Bruskin   [address]
   • John Stone   [address]

5. Anyone willing to abide by the constitution and by-laws of the corporation is eligible for membership in the George Street Co-op, Inc.  A membership unit consists of person’s [sic] residing in the same household.  Each membership unit which has paid dues for one year and fulfills its prescribed work duties, is eligible to vote and shall have one vote per membership unit.  The Board of Trustees is vested with the authority to alter these guidelines and to establish other classes of membership as deemed necessary in order to meet special situations.  Qualifications for voting memberships and annual memberships fees will be established at the annual meeting by a simple majority vote of the general membership.  10% of membership units must be present to constitute a quorum;

6. The policy making and decisional authority for the corporation is vested in the Board of Trustees.  Any decision of the membership overruling a Board decision must be submitted to referendum vote in which 50% of the voting general membership participates.  The referendum shall be called after submission of the question at any general meeting.

   The articles of incorporation or the by-laws adopted pursuant hereto may be amended by a 2/3 vote of the general voting membership participating.  The referendum shall be called by the Board of Trustees or by a simple majority vote of members at the annual meeting;

7. An annual meeting of the general voting membership will be held at the time established in the by-laws.  10% of the general membership must be present to constitute a quorum.  General and special meetings will be held as prescribed in the by-laws;

8. No part of the net earnings of the Co-op shall inure to the benefit of any Director, officer, member or any private person.

   On the dissolution or winding up of the corporation, its assets remaining after payment of and provision for payment of all debts and liabilities of the corporation, shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 as now in effect or as subsequently amended under the State Tax Laws;

9. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation.  Nor shall this corporation participate in or intervene in the publication or distribution of campaign literature or in any political campaign on behalf of any candidate for public office.