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.