If
approved, the proposed changes would allow members the option to vote by means
of electronic and mail ballots; provide for the nomination of directors via
petition (in addition to the normal nominating committee process) and vote for
directors by mail or electronic ballot; allow the coop the option to utilize
and/or to pass through to patrons the federal income tax benefits of Section
199; and establish the distribution of net assets (in the unlikely event of
liquidation or dissolution) based upon total allocated stock and equity then
outstanding.
According
to CJ Blew, Chairman of MKC’s board of directors, the proposed changes to the
voting process will better allow members to participate in the governance of
MKC. “The board recognizes that our
footprint challenges some members’ ability to attend meetings to participate in
our governance,” stated Blew. “Allowing
members to vote by mail or electronic ballot will eliminate this challenge.”
The
proposed changes to the nomination process will allow people interested in
serving on MKC’s board an additional method in which to do so. If approved, nomination by petition would be
in addition to the nominating committee process currently used by MKC. Members
would also be able to vote for directors by mail or electronic ballot.
Blew
commented that the coop’s legal counsel advised the board that the language in
the current by-laws and articles may not
allow the coop and its members to properly utilize the full income tax benefits
of the Section 199 deduction. The memberships’ approval of this proposed
change would correct the language.
According
to Blew the last proposed change to the articles and by-laws will allow for the
distribution of excess proceeds to be done in an equitable manner should a
liquidation or dissolution of the coop occur. MKC’s current by-laws state that, in the event
of a complete dissolution, the net assets would be distributed to patrons on
the basis of total outstanding deferred patronage allocations until everyone is
paid in full and any remaining assets would be distributed only to common
stockholders based on the number of shares the patron held at liquidation. “The proposal is that the excess will also be
distributed based on total outstanding deferred patronage,” stated Blew. Blew further commented that for the past year,
legal counsel has been making this same recommendation to all cooperatives in
Kansas.
This
year’s meeting will feature keynote speaker, Jolene Brown. Registration for the meeting will begin at
5:30 p.m. with dinner to follow at 6:00.
Those attending are asked to RSVP by
no later than July 11.
Click here for a complete set of
MKC’s articles of incorporation and by-laws with the proposed changes.
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