The undersigned person being of full age, acting as incorporator of a corporation under the provisions of the Minnesota Cooperative Act, Chapter 308A of the Minnesota Statutes, as amended, adopts the following Articles of Incorporation.

The name of this cooperative association shall be Harvest Moon Natural Foods Cooperative, Inc.

Section 1. The purpose of the cooperative shall be to engage, on a cooperative basis, in mercantile and marketing business to supply and furnish to its members and patrons such goods and services as the members may authorize or in any lawful business as the members shall authorize. For these purposes it shall have power to:

a) Borrow money from its members and others upon adequate security; to issue bonds, debentures, notes and other obligations and to secure the same by pledge, mortgage, or trust deed on any property of the cooperative; draw, make, accept, endorse, guarantee, execute and issue promissory notes, bills of exchange, drafts, warrants, warehouse receipts, certificates and other obligations and negotiable or transferable instruments for any purpose deemed necessary to further the objects for which the cooperative is formed.

b) Acquire, purchase, hold, lease, encumber, sell, exchange and convey such real estate, buildings and personal property as the business of the cooperative may require.

c) Purchase, sell, transfer and own capital stock, bonds, and obligations of other corporations.

d) Join with other cooperative corporations or associations to form district, state, national or international purchasing, marketing and service organizations; and to purchase, acquire, and hold capital stock, notes, bonds, and other obligations of such organizations.

e) Do and perform every act and thing necessary and proper to conduct of its business for the accomplishment of the purposes set forth herein or permitted by the laws of Minnesota applicable to the cooperative, and to have and exercise all of the powers conferred upon the cooperative by the laws of Minnesota under which it was organized, and acts amendatory thereof and supplemental thereto.

The principal place of transacting business shall be _______________________, Long Lake, Minnesota, 55356, County of Hennepin, State of Minnesota. Branch offices may be located at other locations.

The registered office address is 2620 Fox Street, Orono, Minnesota 55391.

The period of the continuance of this cooperative shall be perpetual unless otherwise dissolved by consent of the Board of Directors or by operation of law.

Section 1. The amount of authorized capital stock of the association shall be Three Million One Hundred Thousand Dollars ($3,100,000.00) and shall be divided into three classes of stock. Class A stock shall consist of Four Thousand (4,000) shares of voting stock with a par value of Twenty-Five Dollars ($25.00) per share for a total of One Hundred Thousand Dollars ($100,000.00). Class B stock shall consist of Four Hundred Thousand (400,000) shares of non-voting stock with a par value of Five Dollars ($5.00) per share for a total of Two Million Dollars ($2,000,000.00). Class C Stock shall consist of Ten Thousand (10,000) shares of non-voting stock with a par value of One Hundred Dollars ($100.00) per share for a total of One Million Dollars ($1,000,000.00).

Section 2. Class A stock may be issued for cash to any person, firm, cooperative, non-profit corporation, or corporation to qualify him, her or it as a member if he, she, or it is eligible therefore. No dividends shall be paid on Class A stock. Only holders of Class A stock shall be deemed to be members of this cooperative. Class A stockholders shall be entitled to only one vote regardless of the number of shares owned of Class A or other classes of stock. Voting by proxy shall not be allowed. Voting on all matters on which members are entitled to vote may be done by mail as specified in the bylaws.

Section 3. Class B stock may be issued for cash, in payment of patronage refunds or in exchange for outstanding Class A stock to any person, firm, cooperative, non-profit corporation or corporation. Class B stock shall have no voting power and no dividends shall be paid thereon.

Section 4. Class C stock may be issued to holders of Class A stock. Class C stock shall have no voting power. Dividends may be paid on Class C stock at the discretion of the Board of Directors, not to exceed eight percent (8%) per annum. Dividends, if declared, shall be cumulative.

Section 5. No share or stock shall be issued for less than its par value, nor until the same has been paid for in cash or its equivalent, and each share of stock shall be paid for at such time and in such manner as the Board of Directors of the cooperative shall require. Members shall be required to purchase one share of Class A stock and an amount of Class B stock as determined by the Board of Directors from time to time. The cooperative shall have a prior lien on the outstanding stock of any member for any indebtedness due it. Stock shall not be sold or transferred except back to the cooperative with the consent and approval of the Board of Directors. Capital stock shall be subject to redemption as provided by law and by the bylaws of this cooperative. The capital stock of this cooperative shall be nonassessable.

Section 6. When the Board of Directors determines that the cooperative has sufficient working capital, Class B and Class C stock may be called for payment at par. Stock shall be called for payment as provided in the bylaws. Any redemption of stock is subject to the requirement that at the time of redemption of total amount of stock remaining outstanding after deduction of the amount of stock redeemed, plus the permanent reserve of the cooperative, shall at least equal the total liabilities of the cooperative.

Section 7. In case of dissolution or liquidation of the cooperative, there shall be given a preference to holders of Class C, then Class B, and then Class A stock.

Section 8. No dividend on any capital stock shall exceed eight percent (8%) per annum.

Section 1. All or any part of the patronage refund declared by the cooperative at any time may be paid in Class B stock, by allocated equity reserve or by the issuance of capital interest certificates, or by any other media determined by the Board of Directors.

Section 2. All of the net income in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative shall show the interest of the stockholders in the reserves.

Section 3. Upon dissolution or liquidation of the cooperative the debts and liabilities of the cooperative shall first be paid according to their respective priorities. Stockholders or other holders of equity or capital reserve credits or other media issued by the Board of Directors shall then be paid the par value of their shares or credits with payments made in the order of preference stated in the Articles of Incorporation. Any additional property remaining after stockholders and other equity holders have been paid shall be distributed to another cooperative doing business on a cooperative basis or a non-profit organization exempt from taxes under

Section 501(c)(3) of the Internal Revenue Code, as shall be determined by the Board of Directors or Trustees.

Section 1. The governance of this cooperative and oversight of the management shall be vested in a Board of Directors, the members of which must be elected by ballot by the members from their own number. The size of the Board of Directors and the terms of its members shall be prescribed by the bylaws.

Section 2. The annual meeting of the members shall be held in the territory served by this cooperative within four (4) months after the date of the close of the fiscal year, on such date and at such time as the Board of Directors shall determine each year.

Section 3. Vacancies in the Board of Directors, except in case of removal by the members, may be filled by the remaining members of the Board. The person or persons so appointed shall hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.

Section 4. A director is not personally liable to the cooperative or its members for monetary damages for breach of fiduciary duty except in the following circumstances:

A) for a breach of the director’s duty of loyalty to the cooperative or its members;

B) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

C) for a transaction from which the director derived an improper personal benefit; or

D) for an act or omission occurring prior to the date this provision became effective. ARTICLE VIII

The officers of this cooperative shall be a president, one or more vice presidents, a secretary and a treasurer, who shall be elected annually by and from the directors. The offices of secretary and treasurer may be combined, and when so combined, the person filling such office shall be termed “Secretary-Treasurer”.

The officers shall hold office until the first annual meeting of the members and until their successors have been elected and qualified.

Section 1. This cooperative may be dissolved in the manner as provided by law.

Section 2. These Articles of Incorporation may be amended as provided by law.

Section 3. In the event that any provision of these Articles o f Incorporation is determined to be invalid or unenforceable under any stature or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these Articles.

RESOLVED FURTHER, that the proper officers and employees of the cooperative be and they hereby are authorized to take whatever action may be necessary and proper to file and make the Articles of Incorporation effective.