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AGREEMENT, executed as of this__________ day of__________
, 2006, by and between UNITED FRESH POTATO GROWERS OF COLORADO,
INC., a Colorado agricultural cooperative to be formed, hereinafter
called the “Cooperative,” with its principal place
of business at 101 Adams St. Monte Vista, Colorado 81144 and
the undersigned member of the Cooperative hereinafter called
the “Member,” is made in consideration of the
mutual promises contained herein and other good and valuable
consideration the receipt and sufficiency of which is mutually
acknowledged. The parties hereto agree as follows:
1. This Agreement is one of several similar agreements
made by the Cooperative with potato growers who are mutually
and individually obligated under the terms hereof (hereinafter
collectively called the “Members”). The Cooperative
shall be deemed to be acting in its own name for and on
behalf of all of its Members in carrying out the provisions
of such agreements or in any action or legal proceeding
resulting therefrom.
2. The Member executing this Agreement if an individual
or the person who executes this Agreement on behalf of the
Member if a partnership, corporation, limited liability
company or other entity or a trust represents and acknowledges
that the Member is an agricultural producer actually engaged
in the production of potatoes or a landlord which receives
a portion of the potato crop as rent.
3. Member hereby agrees to become a Member of the Cooperative
and to pay a membership fee of One Hundred Dollars ($100.00)
which is due and payable at the time this Agreement is submitted
by the Member for approval and acceptance as provided below.
4. Further, Member agrees to pay an initial assessment
for each acre of potatoes grown by Member in calendar year
2005 for the fresh market of Three Dollars ($3.00) per acre,
payable upon submission of this Agreement for approval and
acceptance by the Cooperative. Member agrees to provide
all of the information required on the signature page(s)
and such other information as may be reasonably requested
by the Cooperative with respect to its determination to
approve this membership.
5. Member acknowledges further that the Cooperative may
impose further assessments on its Members as necessary and
appropriate with respect to its purposes and operations
as provided in and limited by the Articles and/or Bylaws
the timely payment of which will be a condition of continuing
membership but any such assessment shall not exceed $4.00
per acre in any one year unless approved or authorized by
the membership.
6. It is the intention of the Cooperative and its Members
that pricing, quality standards, acreage allotments, and
other rules and regulations issued by the Cooperative from
time to time be observed by the Members as they are published
by the Cooperative and provided to Member. Member agrees
to abide by and observe all of the foregoing during the
initial and each subsequent renewal term of this Agreement.
In the event Member does not observe such pricing, quality
standards, acreage allotments, or rules and regulations,
Member may be terminated from membership by a vote of a
majority of the Board of Directors of the Cooperative and
shall be entitled to no recourse other than the repayment
of Member’s $100.00 membership fee.
7. Member acknowledges that the Members or the Board of
Directors of the Cooperative may from time to time adopt
penalties for violations of the Membership Agreement.
8. In the event net monetary benefits are realized by the
Cooperative in any calendar year through any of its operations
or activities, such benefits will be allocated to the Members
in accordance with their patronage, or in absence of patronage,
in accordance with their acres for which an assessment is
paid pursuant to paragraph 4 above or any similar assessment
or fee applicable to any following year in which such net
monetary benefits are realized. Member hereby consents that
the amounts of any distributions of such net monetary benefits
which are by qualified written notices of allocation (as
defined in 26 U.S.C. 1388) and per unit retain allocations
which are received by the Member from the Cooperative, will
be taken into account by the Member in reporting the Member’s
federal income tax at their stated dollar amounts in the
manner provided in 26 U.S.C. 1385(a) in the taxable year
in which the qualified written notices of allocation are
received by the Member.
9. This Membership Agreement, together with the Cooperative’s
Articles of Incorporation, Bylaws, pricing or quality standards,
acreage allotments, and rules, regulations and policies
of the Cooperative, constitute the entire contract between
the Cooperative and the Members. Member also agrees to abide
by such additional rules, regulations and policies as may
adopted by the Board of Directors from time to time which
are not in conflict with the Articles of Incorporation and
Bylaws.
10. Membership in the Cooperative and any and all interest
of any nature related thereto or arising therefrom shall
not be transferable except in accordance with applicable
law and the Articles of Incorporation and Bylaws of the
Cooperative.
11. This Membership Agreement is binding on the Member,
his heirs, successors and assigns. In the event the Member
utilizes an entity which he owns, controls or affiliates
with to circumvent the provisions of this Agreement, the
Cooperative shall be entitled to treat such act as an assignment.
The penalties for such breach shall be assessed to Member,
his heirs, successors or assigns.
12. The term of this Agreement shall commence on the date
hereof and shall end on December 31, 2007, provided Member
has not withdrawn this Agreement in writing prior to March
1, 2006. If withdrawn prior to March 1, 2006, all amounts
paid as a membership fee and with respect to the initial
assessment provided in section 4 shall be refunded without
interest. Thereafter, this Agreement shall be automatically
renewed for succeeding terms of two calendar years each,
unless terminated as set forth herein or as provided in
the Articles of Incorporation or Bylaws of the Cooperative
or by written notice furnished by either party not later
than six (6) months prior to the end of the original term
or any renewal term.
IN WITNESS WHEREOF, this contract has been executed as
of the day and year first above written notwithstanding
the date or dates of execution.
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