Articles of Incorporation

The undersigned, a majority of whom are residents of the State of Vermont, for the purpose of organizing a consumers' cooperative under the provisions of the Cooperative Marketing Act, 11 V.S.A. Chapter 7, Subchapter 2, hereby subscribe to the following Articles:

I. The name of the corporation shall be Good Foods Co-op (hereinafter "the Cooperative").

II. The period of duration of the Cooperative shall be perpetual.

III. The purpose for which the Cooperative is formed is to engage in any one or more lawful mode or modes of acquiring, producing, operating, furnishing, exchanging or distributing food products and other goods and services, and to educate owners and the community about cooperative principles, nutrition, food sources and distribution for the primary and mutual benefit of its patrons as ultimate consumers. The Cooperative is organized and shall be operated exclusively on a cooperative and nonprofit basis.

IV. The initial place where the business of the Cooperative shall be located is 455-D Southland Drive, Lexington, Kentucky 40503.

V. The common shareholders of the Cooperative (hereinafter "owners") shall have the right to vote or otherwise participate in decision making in person or by alternate only (including, when authorized, by written ballot) but not by proxy or otherwise. This provision shall not be altered and shall not be subject to amendment.

VI. The aggregate number of shares which the Cooperative shall have authority to issue or reissue is one hundred thousand (100,000) shares of common stock with a par value of two hundred dollars ($200.00) per share and one hundred thousand (100,000) shares of preferred stock with a par value of one hundred dollars ($100.00) per share.

Common shares shall be issued only to persons eligible for, and admitted to, ownership in the Cooperative. They shall be entitled to no dividends or other monetary return on investment. The voting rights of such shares shall consist only of the participation rights accorded owners under these Articles and the by-laws of the Cooperative.

Preferred shares shall be nonvoting. The Board of Directors may divide and issue such shares in series and determine their designations, preferences, limitations and relative rights.

VII. The name and post office address of the resident agent of the Cooperative is Laddie Lushin, Esq., 4120 Braintree Hill Road, Braintree, Vermont 05060-8854.

VIII. The names and post office addresses of the persons who are to serve as directors of the Cooperative until the election and qualification of their successors shall be:

Elizabeth Churchill 366 Transylvania Park Lexington, KY 40508

Patricia Donohue 913 Cramer Avenue Lexington, KY 40502

Michael Fogler 722 Bishop Drive Lexington, KY 40505

Caitlin Stamps 305 Given Avenue Lexington, KY 40502

Chetan Talwalker 581 Stratford Drive, #3 Lexington, KY 40503

Jeff Watts 547 Breckinridge Street, #2 Lexington, KY 40508

Syl Yunker 2211 Stonewood Lane Lexington, KY 40509

IX. Except as otherwise provided below, the Co-op shall indemnify its directors and officers to the fullest extent permitted under the Vermont Nonprofit Corporation Act. The Cooperative shall not be required to indemnify a director or officer who was successful otherwise than on the merits in the defense of a proceeding to which the director or officer was a party because he or she was a director or officer of the Cooperative.

X. To the extent not inconsistent with the Cooperative Marketing Act, the Cooperative shall be governed by the Vermont Nonprofit Corporation Act, V.S.A., T. 11B.

XI. Except as authorized in the Vermont Nonprofit Corporation Act and subject to the restrictions in Article XII of these Articles, the Cooperative shall make no distributions.

XII. On dissolution of the Cooperative, its assets shall be distributed in the following manner and order: (i) by paying or making provision for payment of all liabilities and expenses of liquidation; (ii) by redeeming preferred and common shares on the terms and conditions set forth in the by-laws of the Cooperative and, with respect to any preferred shares, in accordance with any and all preferences, limitations, and relative rights established by the Board of Directors when such preferred shares were issued; and (iii) by distributing any remaining assets to one or more organizations that shall at the time qualify as an organization exempt from federal income taxation under section 501(a) as an organization described in section 501(c)(3) of the Internal Revenue Code. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located to one or more organizations that so qualify.