Proposed Amendments to the Articles of Incorporation

Resolved, that the Amended and Restated Articles of Incorporation attached hereto as Exhibit A be, and hereby are, approved and adopted as the articles of incorporation of Wedge Community Co-op, Inc.

One is non-substantive. In 32 places the word "association" has been changed to "cooperative" when referring to our organization. This change is made necessary by a change in Minnesota law.

The second change is substantive:

At the May 25 Board meeting, the Board recommended that the Articles of Incorporation (Article V, Section 1) be amended to authorize an increase in the amount of capital stock offered. The Article currently reads:

Section 1. The amount of authorized capital stock of the association shall be five million dollars ($5,000,000) and shall be divided into three classes of stock. Class A stock shall consist of twenty-five thousand (25,000) shares of voting stock with a par value of ten dollars ($10.00) per share for a total of two-hundred-fifty-thousand dollars ($250,000). Class B stock shall consist of four-hundred sixty-five thousand shares of non-voting stock with a par value of ten dollars ($10.00) per share for a total of four-million six-hundredfifty-thousand dollars ($4,650,000). Class C stock shall consist of one thousand (1,000) shares of non-voting stock with a par value of one hundred dollars ($100.00) per share for a total of one-hundred thousand dollars ($100,000).

The amended section can be read in the Amended and Restated Articles of Incorporation that are inserted in this newsletter.

Rationale:

The old section was part of the 1999 revision of the articles. Since then, the co-op has grown considerably and needs more capital stock authorized, to reflect the increase in value of the business to the members. The current level of authorized capital stock is not sufficient for our ongoing growth in member equity. This change will allow the Board continuing flexibility in managing future growth, patronage refund distributions and cash flows.