[A Copy of the Original Filed with Arkansas State on July 18, 1974]

The undersigned, in order to form a cooperative association under and pursuant to Act 632 of the Acts of the Legislature of the State of Arkansas for the year 1921, do certify as follows:

First - the corporate name of said co-operative association is THE OZARK FOOD COOPERATIVE EXCHANGE.

Second - the names of the incorporation, their residences and the numbers of share subscribed by them, respectively, are as fol- lows: [addresses not included in this copy; most of them are no longer current].

Steve Dunn (1); Troy Abel (1); Linda McDonald (1); Robert Tarlow (1); Paula Suslew (1); Maple Caimer (1); Nick Masulo (1); Roy Rich- ardson (1); Steve Moore (1); Kathleen Okonski (1); Carol Thatcher (1); Danny Kelly (1); Rosemary Keefe Curb (1); Charles Friedlein (1); Margaret Friedlein (1); Coralie Cogswell (1); Marsha Morningstar (1); Arthur Proteau (1); Kathy Dunn (1); Ginny Hughes (1)

Third - The purposes, for which this Cooperative Association is organized, are as follows: We the undersigned, citizens of Arkansas, have joined together in seeking to supply for ourselves wholesome foods of me highest quality possible. 'Also, we collectively work for lower prices in the food and other products we buy and sell. We thus join together in a cooperative association to achieve the above stated ideals.

The manner in which we pursue this objective is also important. Therefore we strive to deal openly and lovingly with each other, in an environment free and congenial, in the spirit of mutual service and brotherhood.

We create this cooperative association to enhance the quality of our lives, and the quality of life in our community. Fourth - the principle place of business is at 347 N. West Ave., Fayetteville, in. Washington County, Arkansas.

Fifth – the total amount of the authorized capital stock of this Cooperative Association is (400) Four Hundred shares having a par value of ($l .00) one dollar per share.
Sixth - the amount of capital with which this cooperative association will begin is Four Hundred Dollars ($400.00). Seventh—the number of Directors shall be Seven. (7)
Eight - the names of the directors elected for the first term are: Steve Dunn, Troy Abel, Carol Thatcher, Paula Suslow, Robert Tarlow, Danny Kelly, S. E. Winkler
Ninth - the period of existence is forty nine years. (49)

Tenth - at the first meeting of the board of directors, they will set out the provisions they choose for the regulation of the business and for conducting the affairs of the cooperative association. The provisions will be adopted as the By-Laws by a majority vote of the members of the board of directors present at the meeting. At least 3 members of the board of directors must be present to constitute a quorum.

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This amendment to the Articles of Incorporation was adopted at a meeting of the membership on March 10th, 1996.

The Articles of Incorporation of this cooperative association were amended to change the fourth paragraph, which shall read in its entirety as follows:

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Fourth - the principle place of business is at 205 West Dickson Street, Fayetteville, in Washington Comity, Arkansas.

This amendment to the Articles of Incorporation was adopted at a meeting of the membership on March 5, 2000.

The Articles of Incorporation of this cooperative association were amended to change the fifth article thereof, such that it shall now read, in its entirety, as follows:

Fifth - the total amount of the authorized capital stock of this Cooperative Association is Fifteen Thousand (15,000) shares, haying a par value -of One and No/100 Dollars ($1.00) per share.