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DISTRICT
School Announcements
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2022 Reincorporation/Merger Vote |
| The purpose of this membership vote and special meeting is to change our Co-op's legal state of incorporation from Ohio to Michigan, which in turn is needed to optimize our funding options for the proposed relocation and expansion of the store. A membership meeting and vote is required by Ohio law.
The only way that our Co-op can become a Michigan corporation is by having the Board form a brand new corporation (a consumer cooperative) under Michigan law and then asking membership to merge our current corporation (an Ohio cooperative association) with that new Michigan corporation.
Leading up to this vote, the Board of Directors formed that new Michigan Co-op and approved the merger for both our current Ohio Corporation and the new Michigan Corporation, the terms of which are reflected in the Agreement and Plan of Merger included below. If approved by membership (and according to the terms of the merger), the Michigan corporation will fully absorb the Ohio corporation and the Ohio corporation will then cease to exist.
This change is largely a technical matter, albeit with some changes due to differences in state laws and new Bylaws prepared by the Board of Directors in accordance with Michigan requirements. For more details, please see the supporting materials links, available below.
Frequently Asked Questions
https://keweenaw.coop/docs/merger_faqs.pdf
Voting and Meeting Procedures
You can vote electronically ahead of the meeting time and without attending the meeting. If you regularly receive electronic communications from the Co-op, please check your email for a special meeting notice and voting instructions. Otherwise, voting instructions were mailed to your home address. If you do not have access to the electronic voting website, you may vote using the kiosk at The Co-op’s Customer Service counter.
You only need to attend the special meeting if you wish to ask questions, express concerns, or enter your vote at that time. The special meeting will be held at the Keweenaw Co-op Community Room on April 3, 2022 at 2 p.m. There are two options to participate in the meeting:
1. In-Person Attendance. You may attend the meeting in person.
2. Electronic Participation. You may access the meeting by clicking here.
https://michigantech.zoom.us/j/82515095388
Keweenaw Cooperative, Inc - Board Adoption of Plan of Merger
https://acrobat.adobe.com/link/review?uri=urn:aaid:scds:US:d359538c-d8a1-3377-a725-1790b6c7792e
Keweenaw Food Co-op, Inc - Michigan Articles of Incorporation
https://acrobat.adobe.com/link/review?uri=urn:aaid:scds:US:839454ad-c45e-350b-a1f5-7a8c55195a7a
Keweenaw Food Co-op, Inc - Michigan Bylaws
https://acrobat.adobe.com/link/review?uri=urn:aaid:scds:US:c3892557-53fa-3973-8f3e-fe722c65ff54
Plan of Merger Ohio and Michigan Co-ops
https://acrobat.adobe.com/link/review?uri=urn:aaid:scds:US:94a0ad78-4349-3a8d-957d-de084b1cd3a3
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