Proposed amendments information

The CHS Inc. Articles of Incorporation and CHS Inc. Bylaws were most recently amended and restated on Dec. 2, 2016.

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As businesses evolve, it’s common for previously useful terms to become out of date.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.

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.

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.