Our Board of Directors are proposing changes that include:
· Growing total owner shares available
· Extending voting rights to Class C owner shares
· Aligning our Articles with current best-practices around total Board seats.
· Aligning our current DBA with our recorded business name
YOUR VOTE MATTERS to pass these important changes!
Voting is open October 15th through the November 30th. One vote per membership. You can vote any of these 3 ways:
· in store on paper ballots
· in person at the Annual Membership Meeting on Sunday October 21st at 5pm
Who do I contact if I have more questions?
Your Board of Directors can answer those questions. Email us at firstname.lastname@example.org or attend the Annual Membership Meeting on Sunday October 21st.
What are the Articles of Incorporation?
The Co-op's Articles of Incorporation are filed with the California Secretary of State, and give the Cooperative our legal existence. The Articles also state the ways our Co-op can be capitalized by setting out the share structure.
Why do the current Articles need to be amended?
We are updating our Articles to be current with CA law and to allow for more opportunities for the community to participate in the Co-op through our owner shares and voting rights. We also need to align our current DBA (Doing Business As) with our legal entity name.
What are the different classes of membership shares?
Class A Individual Share: Individual members with all membership rights outlined in the IVFC Bylaws. One Vote.
Class B Investment Share: non-voting investment shares which can only be held by current members.
Class C Membership Groups / Organizations: Groups and organizations that are associate members with all membership rights outlined in the IVFC bylaws, offered one vote.
What has changed in the 2018 update of the Articles of Incorporation?
1. Our name has been changed to the Isla Vista Food Cooperative, Incorporated.
Previously, the name was Isla Vista Füd Co-op, Inc.
2. The number of Directors has been changed to 7.
The number of Directors had previously ranged between 9 and 25.
3. The amount of available shares in the IVFC has increased from 1 million to 3 million.
This increase ensures that we do not come close to hitting the limit as the IVFC continues to grow on into the future.
4. The 3 membership share classes have been increased in number and clarified.
The Class A, Class B, and Class C membership shares are functionally the same as they have been used. There are now 1 million of each membership share available and they are more clearly defined.
5. Class C memberships (held by groups and organizations) will now have the right to vote.
In the current Articles of Incorporation, these shareholders do not have voting rights.
6. The amount any member may invest in the IVFC has been increased to $500,000.
This allows the IVFC to raise funds through member loans (Class B membership shares*) in appropriate amounts well into the future.
*Class B membership shares are NON-VOTING shares offer no additional influence in store governance*
*Class C membership shares are still only offered 1 vote, even if the share represents a business or organization with many constituents*
Have other Co-ops gone through this:
Yes! Updating Articles are a common best-practice among all Co-ops. For example: Sacramento Natural Foods Cooperative recently offered Class B Shares to their owners to raise capital for a relocation. They raised approx. 1.5 million dollars through offering Class B shares. Chico Natural Foods just finished their Articles update also increasing total share and clarifying the rights of their shares.
If I vote yes, am I obligated to purchase Class B shares?
No. Changing the Articles of Incorporation will simply allow the Co-op to continue to grow and sell shares. Owners have no obligation to buy in these shares, but have an equal opportunity to buy shares as offered by the Board.
How are these changes better?
In addition to being more accurate for how IVFC will continue to do business, these changes will ensure that our Board is properly staffed and will more easily allow members to invest in the cooperative.
How does the membership approve the updated Articles of Incorporation?
The IVFC membership will vote to approve the updated Articles of Incorporation during the month of October. In order for the vote to be valid, it requires a quorum (5%) of the membership to take part in the vote. A majority of votes in favor of approval will pass and the approved update will be filed with the state.
|ca. 1973 Pardall Road original Co-op location|