EXHIBIT 3.1
ARTICLES OF ORGANIZATION
OF
MINNESOTA CORN PROCESSORS, LLC
Pursuant to the provisions of the Colorado Limited Liability Company
Act, Title 7, Article 80 of the Colorado Revised Statutes (the "Act"), the
undersigned hereby executes these Articles of Organization as the organizer of a
Colorado limited liability company:
ARTICLE I
NAME
The name of the limited liability company is Minnesota Corn Processors,
LLC (the "Company").
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The Company's principal place of business is located at 901 North
Highway 59, Marshall, MN 56258.
ARTICLE III
REGISTERED AGENT
The name and address of the Company's its registered office and agent
in the State of Colorado is:
The Corporation Company
1675 Broadway
Denver, CO 80202
ARTICLE IV
MANAGEMENT
The Company's business and affairs shall be managed by a Board of
Directors. For purposes of the Act, the Board of Directors shall be deemed to be
the board of managers of the Company, and each director shall be deemed to be a
manager. The name and addresses of the initial Directors are as follows:
<PAGE>
Dan Stacken
901 North Highway 59
Marshall, MN 56258
Dan Thompson
901 North Highway 59
Marshall, MN 56258
Jerry Jacoby
901 North Highway 59
Marshall, MN 56258
Each initial Director shall serve until the closing under the Transaction
Agreement by and between the Company and Minnesota Corn Processors, Inc. ("MCP
Cooperative"), at which time the directors of MCP Cooperative shall become the
directors of the Company.
ARTICLE V
INITIAL MEMBER
The initial member of the Company is Minnesota Corn Processors, Inc.,
located at 901 North Highway 59, Marshall, MN 56258.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Organization as of this 10th day of December, 1998.
/s/ David P. Swanson
---------------------------
David P. Swanson
