Amended and Restated Certificate of Formation of Wheatsville Co-op

Wheatsville Co-op, Austin, TX

Wheatsville Co-op (the "Association"), acting pursuant to the Texas Business Organizations Code (the "Code"), hereby adopts the following Amended and Restated Certificate of Formation.

Article I – Name

The name of the Association is Wheatsville Co-op.


Article II – Type of Filing Entity

The Association is a cooperative association.


Article III – Period of Duration

The period of its duration is perpetual.


Article IV – Purpose

This Association is organized for the purpose of acquiring, producing, building, operating, manufacturing, furnishing, exchanging and distributing any type of property, commodities, goods and services for the primary and mutual benefit of the members of the Association; and to engage in any other activities and exercise any other powers which are not inconsistent with the Code.


Article V – Registered Office and Agent

The street address of the registered office of the Association is 3101 Guadalupe, Austin, Travis County, Texas 78705, and the name of its registered agent at said address is Dan Gillotte.


Article VI – Board of Directors

The number constituting the initial Board of Directors of the Association is nine (9), and the names and addresses of the persons who are to serve as the initial directors are:


Article VII – Organizers

The names and addresses of the original organizers of the Association are:


Article VIII – Investor Shares and Membership

A. Investor Shares. The Association is organized with investor shares. As of the date of this Amended and Restated Certificate of Formation, there are a total of 7,151 investor shares either subscribed or paid in.

The Association is authorized to issue 100,000 investor shares per year, at a par value of $100.00. Investor shares shall have the following characteristics:

  1. Non-assessable;
  2. Non-voting;
  3. Cumulative investment dividends are authorized, as provided by the Code and the Bylaws of the Association;
  4. Only Members of the Association who are bona fide residents of the State of Texas may purchase investor shares from the Association; and
  5. Investors may hold their shares for investment purposes only. Restrictions to transferability of shares and provisions for a 90-day right of first refusal by the Association will be provided in the Bylaws and noted as a legend on each investor share certificate. Investors holding investor shares can sell, assign or convey their certificates only in strict accordance with the Bylaws of the Association, and only after furnishing evidence satisfactory to the Board of Directors that any such sale, assignment or conveyance would not violate the Securities Act of 1933, as amended, the Securities Act of the State of Texas, as amended, or any other applicable federal or state securities statute, rule or administrative order.

B. Membership Rights. The Association is organized without a requirement for membership shares. As of the date of this Amended and Restated Certificate of Formation, there are a total of 10,445 members in the Association.

The Membership shall retain full rights, including full voting rights, under the terms and conditions provided in the Bylaws. The Association hereby ratifies the issuance of membership cards to members as valid, sufficient and continuing evidence of membership rights in the Association.


Article IX – Distribution on Winding Up

Upon winding up and termination of the Association, the surplus shall be distributed in the following manner and order:


Article X – Indemnification of Officers and Directors

The Association shall indemnify, to the fullest extent permitted by Texas law, any officer or director or former officer or director of the Association for expenses and costs actually and necessarily incurred by him or her in connection with any claim asserted against him or her by reason of the person's being or having been such officer or director. The Association may carry appropriate liability insurance to protect its officers and directors and the Association itself against the costs of such indemnification.


Article XI – Limitation of Liability of Directors

Except as prohibited by the Code, directors of the association are not liable to the Association, the members or investors for monetary damages for an act or omission by such director in that director's official capacity in the Association.


IN WITNESS WHEREOF, we, the undersigned officers of the Association, have executed this Amended and Restated Certificate of Formation this 1st day of January, 2009.

Dan Gillotte
General Manager

Rose Marie Klee

Tom Wald