Articles of Incorporation

RESTATED ARTICLES OF INCORPORATION OF UNION CAB OF MADISON COOPERATIVE

The Articles of Incorporation of the Cooperative are restated as follows:

Article 1. The name of the cooperative is UNION CAB OF MADISON COOPERATIVE

Article 2. The purposes of the cooperative shall be to engage in any lawful activities authorized by Chapter 185 of the Wisconsin Statutes.

Article 3. The Board of Directors may from time to time designate a registered agent. The principal office of the cooperative is in Dane County at 2458 Pennsylvania Avenue, Madison, Wisconsin 53704.

Article 4. The cooperative is organized with capital stock of two classes, as follows:

    Section 1. MEMBERSHIP STOCK shall be the membership stock of the cooperative with voting rights and other entitlements pertaining thereto as provided by law and by the bylaws of the cooperative, and shall have the par value of Twenty-Five Dollars ($25.00) per share.

    Section 2. CAPITAL STOCK shall have the par value of Twenty-Five Dollars ($25.00) per share. Holders of CAPITAL STOCK shall enjoy only such voting rights and other entitlements as are provided to the holders of non-membership stock by law and by the bylaws.

Article 5. Stock is authorized as follows:

    Section 1. MEMBERSHIP STOCK is authorized in the amount of One Thousand (1000) shares.

    Section 2. CAPITAL STOCK is authorized in the amount of Six Thousand (6000) shares.

Article 6. The declaration and payment of any dividend, and the rate of any dividend, may be fixed by the Board of Directors, except that no dividend shall be declared or paid with respect to MEMBERSHIP STOCK. The cooperative reserves all rights to acquire or recall any stock of any class and to define, control, and restrict the issuance and transferability of all stock.

Article 7. Upon liquidation, the Board of Directors shall distribute any net assets as follows: first, to the holders of CAPITAL STOCK, in proportion to the par value of stock held, up to the par value of the stock; second, to the holders of any non-stock allocated equity interests, including without limitation undistributed patronage allocations, in proportion to the par value of such interest, up to the par value of such interests; third, to the holders of MEMBERSHIP STOCK, in proportion to the par value of stock held, up top the par value of the stock; fourth, to the holders of CAPITAL STOCK and MEMBERSHIP STOCK, in proportion to the par value of stock held.

Article 8. Pursuant to 185.61(4)(a), Wisconsin Statutes, or successor provisions, a plan of merger or consolidation shall require the approval of a majority of the votes of any stockholders.