A message from the CHS board of directors: Proposed amendments
The CHS Board has proposed amendments to key organizational documents to clean up obsolete language and confirm voting methods.
The following letter was sent to CHS owners on July 8, 2020:
Dear fellow CHS owners:
Thank you for your continued support of CHS and the cooperative system. We have faced unexpected challenges this year. Working together has helped us weather those challenges. We are proud to be called cooperative owners and we thank you for your partnership.
If you were able to participate in the virtual CHS Owners Forum on June 11, you know the CHS Board is proposing amendments to the CHS Articles of Incorporation and CHS Bylaws to clean up obsolete language and confirm our ability to vote on matters both by mail and electronically (through a website or email). We’d like to provide a few details about the proposed amendments.
While the out-of-date language in the articles and bylaws doesn’t affect our ability to effectively handle CHS business, it’s time to streamline our official documents and eliminate terms we have not used since 2001. These are the obsolete terms we would remove by adopting the proposed amendments:
- Defined Members
- Defined Member Boards
- Defined Business Units
- Equity Participation Units
- Cenex Supply and Marketing
Online voting technology was not available when the CHS documents were created in 1998. The state of Minnesota has allowed that voting method for many years and CHS has been using it since 2011 to encourage full member participation in CHS governance. The proposed amendments would merely clarify that option for voting for annual meetings and special meetings.
The Board recommends bringing these proposed amendments to a vote at the 2020 CHS Annual Meeting in December. We want you to have every opportunity to review the proposed amendments, offer comments and ask questions. Please take advantage of the following options:
Go to chsinc.com/amendments to see the proposed amendments in detail and submit comments or questions.
Email your input to email@example.com.
Contact any of the CHS Directors to share your input.
Thank you for being part of the CHS governance process. We look forward to your ideas and feedback.
Dan Schurr, Chair, CHS Board of Directors
Ed Malesich, Chair, CHS Governance Committee
Answers to frequently asked questions about the proposed amendments
Q. When were the CHS Articles and CHS Bylaws last revised?
The CHS Inc. Articles of Incorporation and CHS Inc. Bylaws were most recently amended and restated on Dec. 2, 2016.
Q. What is the purpose of the proposed amendments?
The amendments are primarily intended to clean up obsolete language and to confirm our currently allowed practice of voting via both email and mail ballots for annual meetings and special meetings.
As businesses evolve, it’s common for previously useful terms to become out of date. The Board is asking members to approve amendments to the CHS Articles and CHS Bylaws to clean up and eliminate this unnecessary language.
Q. What did the obsolete terms apply to?
In the 1990s, Harvest States Cooperatives, a predecessor to CHS Inc., offered Equity Participation Units in its wheat milling and oilseed processing and refining operations. The operations were designated as Defined Business Units, made up of Defined Members and governed by Defined Member Boards. Defined Members had the right and obligation to annually deliver the number of bushels of wheat or soybeans equal to the number of Equity Participation Units purchased.
In 1998, Harvest States and Cenex combined to form CHS. Three years later, in 2001, the CHS Board voted to end the oilseed and wheat milling Defined Business Units and “buy back” the Equity Participation Units owned by Defined Members. The decision was unanimously endorsed by the Defined Member Boards and was reviewed and unanimously endorsed by the CHS Board Capital Committee before approval by the CHS Board.
Q. Does this mean we’re going to change how we vote?
We don’t anticipate significant changes in how we conduct voting among CHS members. Because online voting wasn’t possible when CHS was formed in 1998, it wasn’t written into our articles and bylaws from the beginning. Minnesota law has allowed electronic voting for many years. CHS has been allowing online voting since 2011 to encourage participation in governance by all our members.