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HARVEST COOP MARKETS

16 NOVEMBER 2006

SPECIAL MEMBERS MEETING

Attending Board Members: Amy Cotter, Betsy Adams, Karin Emry, John Mascia, Jessie Myszka Members: Nate Goldshlag, Luis Kincacle, Chris Durkin, Minka Van Benzlom, Judith Stitt, Dvora Jonas, Elisa Alonso Also attending: David Parke, Board counsel

Convenes at 6:45pm

Review of Agenda – By Jessie Myszka Vote to appoint meeting Secretary Nominated by Chris Durkin that Karin Emry be allowed to take minutes and act as meeting secretary. Seconded by Nate. Vote = Unanimous. Overview of charter and bylaws – by Lawyer David Parke: Explained he is new counsel and as new counsel looked through all legal documents. Looked for charter documents – charter defined as basic governing documents of the organization – setting forth purpose of the organization and powers of the organization. Harvest formed in 1972 and have a charter from at 6 months after formulation. This organization charter focuses on: a) BU community = focus b) Set up as tax exempt organization (which does not suit current structure of Harvest which wants to give patronage to members). c) Does not allow a lot of provisions and powers or they are just not clarified. Therefore we chose to restate the charter and at the same time ratify the power of the Board to make or amend the bylaws.

Questions/Discussions

Copies of charter handed out – reviewed (at request of 1 member)

Q: Have the bylaws changed a lot recently? A: No – Just once, to allow electronic voting.

Q: Have we ever been in violation of the charter as we understand it? A: No.

Lawyer explains the charter and hands out copies. Art 4 provision read out that allow flexibility Art 5 states the effective date of the restated charter Art 6 required information that must be included but not part of ‘charter.’

Q: What part of charter allows patronage rebate? A: That is not in charter but would be written into bylaws.

Q: What if the Secretary of State says Harvest cannot do this restated charter because do not have 2/3 of the members? A: Sec State allows you (in section 1A) to take certain procedures (to contact members and get votes in) and then will allow organization to petition to reinstate charter.

Q: How many members does Harvest have and how many votes received so far? A: 5900 members and 138 proxy votes.

Q: We are a nonprofit? And not all nonprofits are tax exempt? A: Yes and Yes.

Q: Would there be a benefit to being tax exempt? A: Yes. No taxes, but couldn’t do patronage rebate.

Instructions on Vote – from Dave

Motion 1:

Elisa Alonso moved to approve the amended and restated articles of incorporation as described in the notice of this special members meeting and as made available to the members. Nate seconded. All in favor: 8 +158 proxies, none opposed.

Motion 2:

Bylaws handed out to be read/discuss.

Nate moved to ratify the bylaws that are dated January 30 2006. Betsy seconded.

Discussion? Q: Why do we need to do this again? A: Because the (old) charter didn’t explicitly allow amendments we need to vote to amend after new charter.

Q: Do these by laws get lodged with Sec. of State? A: No – Just at Harvest.

All in favor: 8 + 158 proxies, none opposed.