Board Update October 2017
By Board Chair Brandé Payne
The Open Harvest Board of Directors spends time each month ensuring that we are follow our own policies and procedures. Our policies are reviewed monthly and the Bylaws annually. This allows us to work efficiently and effectively when we consider information for monitoring purposes and for decision-making. When the Board discovers something in the Bylaws that needs changed or updated, we are required to inform you, the Owners, and obtain your approval for the proposed changes.
This year’s Bylaw review revealed that it is clear that a few sections need updated. Therefore, at our Annual Meeting, coming up on November 2nd, we are asking Owners to approve proposed changes to our Bylaws. The changes include clarification and consolidation items, resolution of language and grammar inconsistencies, and functional changes. The full list of proposed Bylaw changes can be found on the Open Harvest website and in the store.
Examples of the proposed changes:
ELECTION & ANNUAL MEETING ALIGNMENT
While Open Harvest has traditionally held our Board Election in the spring, most co-ops align the Board Election with their Annual Meeting. The Board reviewed this option and decided that aligning the Board Election and the Annual Meeting makes sense and would support a more effective Board of Directors. While the Bylaws already allow us to make this change, the length of board terms would be affected and would be out of compliance with the Bylaws. Therefore, in order to make the shift in the timing of elections, we ask for approval in adding words to temporarily allow Board terms to be three and one-half years on a one-time basis per Director currently on the Board at the time of the 2017 Annual Meeting.
TIMING OF ANNUAL ACCOUNTANT ACTIVITIES
Every year the Board of Directors, per the Bylaws, requires the General Manager to consult with a certified public accountant (CPA) to perform a review or an audit of the Co-op. This is industry standard and good business practice. The Bylaws currently require an annual review and an audit every five years. We propose changing the requirement for an audit from five years to five to seven years. This change would allow the General Manager some flexibility to schedule the full audit (a more expensive process) during a year when it makes the most sense financially for the Co-op. It does not change the requirement to have a review done annually. The Board is confident that a review provides us and the General Manager with an appropriate level of financial oversight to ensure that proper procedures are in place and being followed. The Board also retains the ability to ask for a full audit to be done at our discretion should we have any concerns about the financial integrity of the Co-op.
OWNER EQUITY MAINTENANCE
Currently, when an individual Owner decides not to renew their membership with Open Harvest, their accrued equity becomes an “overdue balance” at one year; then considered “abandoned” at two years; and then terminated. At that point, if the Owner has not contacted the Co-op to renew their membership or request return of their owner equity, their equity is considered abandoned and is absorbed into Open Harvest’s general fund. We propose changing this to a one-year time frame, meaning that the owner equity would be absorbed by the Co-op one year earlier than currently maintained. We have observed that Owners not renewing their membership do not utilize the second year to request return of their owner equity. This change would allow a more current and relevant accounting of Owner membership status and equity.
As a Board, we want our Owners to be informed and have all the necessary information to vote with confidence at the Annual Meeting. If you have any questions about the proposed changes, please contact the Open Harvest Board Chair Brandé Payne at email@example.com.