Articles of Incorporation

Article 1.

The name of this Corporation is 📝One Inc Cooperative (the “Corporation”).

Article 2.

This Corporation is a cooperative corporation organized under the Cooperative Corporation Law. The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the law.

Article 3. 

This corporation is a worker cooperative corporation organized under the Cooperative Corporation Law.

Article 4. 

The name and address in the state of California of this Corporation’s initial agent for service of process is:

Brian Swichkow, 929 Colorado Ave, Santa Monica, CA 90401 

Article 5. 

The Corporation’s initial street address is 929 Colorado Ave, Santa Monica, CA 90401.  The Corporation’s initial mailing address is 578 Washington Blvd. #614, Marina del Rey, CA 90292.

Article 6. 

The voting rights of each member of the Corporation are equal. The proprietary interests of each member of the Corporation are unequal, and the rules by which the proprietary interests are determined shall be prescribed in the Bylaws of the Corporation. 

Article 7. Worker-members

The Corporation shall have a single class of worker-members. Only persons described in California Corporations Code §12238(e) are eligible for worker-membership. ‍

7.1 Voting Power. Each worker-member shall have one vote on all matters to be voted on by the worker-members in accordance with applicable law, these Articles, and the Corporation’s bylaws. 

‍7.2 Restrictions on Transfer. All worker-memberships shall be non-assessable and may not be transferred, voluntarily or involuntarily, by operation of law or otherwise, except for a transfer to the Corporation under the redemption provisions set forth in these articles of incorporation or in the Corporation’s bylaws.

7.3 Patronage. A portion of the Corporation’s net earnings or losses shall be allocated to worker-members on the basis of each worker-member’s patronage of the Corporation (“Patronage Dividend”) on an annual basis. Patronage may be measured by work performed, including wages earned, number of hours worked, number of jobs created, or some combination of these measures, as determined by the board of directors of the Corporation.

7.4 Distribution Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or (as defined in Article 7.5), after payment of all amounts required to be paid to the holders of community investor shares, the current and prior worker-members shall be entitled to receive all remaining assets available for distribution to the Corporation’s equity holders on the basis of each such worker-member’s total patronage of the Corporation during the time when he or she was a worker-member of the Corporation, as determined by the board of directors of the Corporation. No distribution need be made to any person who fails to acknowledge the receipt of notice of liquidation in a timely manner. Said notice shall be deemed sufficient if sent by certified mail, at least 30 days before distribution of any residual assets, to the person’s last known business or residence address. Assets available for distribution to equity holders shall not include amounts in the indivisible reserve account. Any amount in the indivisible reserve account shall be allocated to the Sustainable Economies Law Center, a 501(c)3 nonprofit organization based in Oakland, California.

7.5 Definition of Deemed Liquidation Event. "Deemed Liquidation Event” means (a) a consolidation, merger or other similar transaction of or involving the Corporation in which  the  worker-members of the Corporation  immediately prior to such consolidation, merger or other similar transaction do not continue to hold, immediately after the consummation of such consolidation, merger or other similar transaction, a majority of  the voting power  of the equity  interests of the surviving entity, or (b) a sale or other transfer of all or substantially all of the Corporation’s assets to a third party.

Article 8. 

Community Investor Shares Authorized. The Corporation may issue shares of its capital stock to community investors as defined in California Corporations Code §12238(e) (“Community Investor Shares”). The Corporation is authorized to issue 10,000,000 Community Investor Shares.

Article 9. 

Rights, Privileges, and Preferences of Community Investor Shares. 

9.1 Voting Power. The voting power of holders of community investor shares is limited to approval rights only over the following actions: a merger, sale of major assets outside the ordinary course of business, reorganization, or dissolution.

Additionally, community investors shall have the right to approve of any amendment to these Articles if such an amendment would do any of the following: 

  • A. Materially and adversely affect the rights, privileges, preferences, restrictions or conditions of the community investor class as to voting, dissolution, redemption or transfer, or the obligations of that class, in a manner different than such action affects another class; 
  • B. Materially and adversely affect the community investor class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; 
  • C. Increase the number of memberships authorized for the community investor class; 
  • D. Increase the number of memberships authorized for another class. 
  • E. Effect an exchange, reclassification or cancellation of all or part of the memberships of any class; or, 
  • F. Authorize a new class of memberships.

Approval rights shall not include the right to propose any action. On any such matter, each holder of community investor shares shall be entitled to one vote, regardless of the number of shares owned.

9.2 Restrictions on Transfer. Community investor shares may only be transferred under the prior written consent of the Corporation which may be enabled through some electronic means as determined by the Board of Directors

9.3 Dividends. From and after the issuance of any community investor share, dividends shall accrue on such share at a rate per annum equal to 8% of the Original Purchase Price ("Accruing Dividends"). Accruing Dividends shall accrue from day to day, whether declared or undeclared, and shall be cumulative (without compounding); provided, however, that, except as provided in Articles 9.4 or 9.5, Accruing Dividends shall be payable only if, as, and when declared by the board of directors of the Corporation, in its sole discretion. No Patronage Dividend (or any other dividend on worker-memberships) may be paid until all Accruing Dividends have been paid. “Original Purchase Price” means, with respect to any Community Investor Share, the original purchase price paid to the Corporation for such share by the initial purchaser, subject to appropriate adjustment in the event of any split, combination or other similar recapitalization with respect to the community investor shares.

9.4 Distribution Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event (as defined in Article 7.5), each holder of community investor shares shall be entitled to receive, in respect thereof, a distribution equal to the Original Purchase Price, plus the amount of any dividends accrued but unpaid thereon, prior to any distributions to holders of worker-memberships on account thereof.  If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution shall be insufficient to pay each holder of community investor shares the full amount to which the holder shall be entitled under this Article 9.4, all of the holders of community investor shares shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable to such holders if all amounts payable were paid in full.

Article 10. Liability and Indemnification. 

Subject to any provisions in the Corporation’s bylaws related to indemnification of directors or officers of the Corporation, the Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation.


IN WITNESS WHEREOF, the undersigned Incorporators have executed these Articles of Incorporation on February 25, 2020.  The incorporators are authorized to execute the cooperative’s business and act as its initial Board until a until its initial Board of Directors is appointed. 
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______________________________

đź“ťBrian Swichkow, Incorporator

______________________________

đź“ťJohn Zdanowski, Incorporator