Board of Directors – Q&A

Dear Voting Member of Grange Cooperative Supply Association: In addition to the regular election of Directors by Members, your Board of Directors has proposed and recommends to the Members update Amendments to the Cooperative's formal Articles and Bylaws.  

 

Q:           Why Are We Making these changes?

A:           These formative documents were last updated in 1999, and your Board began this process in early 2020 including internal discussions, consultations with legal counsel, our accounting firm, and a management consultant specialized in Cooperative strategic planning.    Most of the changes are suggested to clarify roles, patronage accounting, and allow the Cooperative to clearly work with changes in law and tax code (for example new Oregon law allowing for future electronic voting to make this process more efficient).

 

Q:           Is the Cooperative Issuing New “Preferred Stock”?

A:           No.   There is an added provision that would authorize limited “Preferred Stock” in the Articles, which could be a source of funding for capital projects such as a new store or facility, but there is no current plan or need for that fund.

 

Q:           Who gets to vote?

A:           Consistent with the history of the Cooperative, only active agricultural growers or producers who have applied and been approved by the Board of Directors are voting “Members” under the Bylaws.   Many others also purchase from the Cooperative, and get credit for purchasing, but are considered non-member retail patrons of the Cooperative.   One suggested change in the Bylaws is to encourage input from non-Member patrons by including a non-Member advisory director participating in Board meetings.

 

Q:           How are Director Candidates selected?

A:           There have been open nominations and informal outreach in the past, but one important change is setting up a nomination committee to look ahead and encourage participation and mentor younger Members to serve as Directors to keep your Cooperative strong.

 

Q:           What else changes?

A:           There are several edits to update language, and clarify policy, including a formal policy on Family Employment and Nepotism limitations.  The idea is not to prohibit family members working at the Cooperative, but keeping the Board informed and avoiding the appearance of favoritism, while keep the door open to fill the jobs we need done.

BYLAWS

Current

Amended

ARTICLES

Current

Amended