Reincorporation
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Members,
I write today with deep disappointment and frustration to tell you that in spite of all our efforts over the past six years – and your whole-hearted support – we will not be able to complete the reincorporation of Willimantic Food Co-op as a true cooperative by this coming January 1.
When the time came this fall for us to formally file paperwork with the Connecticut Secretary of State’s office, its legal division issued an opinion that another section of State law forbids a Connecticut cooperative to “participate in” a merger with most other types of Connecticut corporation (including our current type, a private non-stock corporation).
This appears to mean that the State will not permit our plan – developed with legal guidance from Dorsey & Whitney and approved last spring by the membership – to form a new Willimantic Food Cooperative under Connecticut law, then merge our existing Co-op into it.
However it does not mean that we cannot become a true cooperative. We have moved our target date to achieve that status out by one year, to January 1, 2025, to give us time to thoughtfully examine our options; and we do have options. These include both using different legal structures to carry out the reincorporation itself, and meeting with the Secretary of State’s office to ask for support in making other changes to State law to address the problem.
We are leaning on and strengthening our support network to help us surmount this challenge: working with the expert staff at Neighboring Food Co-op Association (NFCA) and advisors with local legal expertise, and talking further with state legislators, while continuing to hold our original legal team accountable for solutions and results. We are committed to seeing this through, finding an answer that ensures the Coop’s future stability and – hopefully – helps others to realize similar dreams.
We encourage you to contact the Board and Manager with questions, and will provide updates as we develop the new plan.
Linda Brock
Board Chair
11/5/23
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REINCORPORATION – WE NEED YOUR VOTE!
Between February 18 – March 12, 2023, Co-op members will vote whether to reincorporate the Co-op under Connecticut’s updated Chapter 595 Cooperative Associations statute!
- The ballot will consist of one question, asking members whether they approve the Plan of Merger for Willimantic Food Co-op, Inc. (our current Connecticut non-stock corporation) to become Willimantic Food Cooperative (our new Connecticut cooperative corporation).
- By voting “YES” to approve the Plan of Merger, members will also, in effect, be approving the new cooperative’s bylaws.
- The resulting business will be the Willimantic Food Cooperative, which will become effective January 1, 2024.
Review the documents on which you will be voting here:
LET’S GET REAL!!!
- Voting will take place between February 18 – March 12, 2023.
- Active, up-to-date and fully paid members with current contact info are eligible to vote on this historic transformation.
- To get up-to-date on equity payments, visit the store.
- To update your contact info, click here or visit the store.
- Members can vote electronically or by paper ballot.
- Members with an email address on file by February 12 will receive an email later that week with a link to a secure, electronic ballot.
- Members without email addresses on file will be sent voting instructions by the U.S. Mail.
If you have questions or would like more information, please review the FAQs and other materials on this page, or reach out to us using the contact form below. Thanks to those members who attended one of four member info sessions held between October and January!
Proposition 138 was introduced in the CT legislature to enhance the existing CT Co-operative statutes and encourage more co-ops to incorporate in our state. The bill was initiated by the Willimantic Food Co-op, Fiddleheads Co-op in New London and developed with the support of the Neighboring Food Co-op Association (NFCA). It was passed by the CT House and Senate and signed into law by the Governor on June 26, 2019.
REINCORPORATION – WE NEED YOUR VOTE!
This is a very exciting time for our Food Co-op! We’ve been in business for over 42 years, and while we have happily been operating and acting like a cooperative, we’ve been legally incorporated as a Connecticut nonstock corporation. Now we have an opportunity to actually be a co-op! Along with a group of cooperators from our state and region, we’ve worked to make it possible for us to incorporate as a real cooperative in the state of Connecticut. The next step depends on you, our members.
We need your vote to make this a reality. The core of the cooperative business model is member democratic control, and this is an opportunity for you to make your voice heard about the future of our Co-op. We hope to hold the member vote early in 2023.
Becoming a real cooperative in our state would be a great thing. It would be something that sets us apart from all of the other for-profit corporations and highlights the success and importance of cooperatives as a business model that is well worth learning about and participating in. Ahead of the vote, please consider attending one of our upcoming member info sessions about the reincorporation process.
LET’S GET REAL!!!
Member Info Sessions
No registration needed for in person sessions.
ZOOM Sun Nov 6, 3pm-4pm REGISTER HERE
ZOOM Wed Jan 11, 7pm-8pm REGISTER HERE
