2015-11-12 04:02:09
News and Views from CHS Directors
CHS members to vote on changes to articles, bylaws
At the CHS Annual Meeting, eligible CHS member cooperatives and individual owners will vote on proposed amendments to the company’s Articles of Incorporation and Bylaws. In recommending approval of the amendments, the CHS Board of Directors emphasizes its commitment to sound CHS governance.
“The CHS Articles of Incorporation and Bylaws are our foundational documents,” says CHS Board Chairman David Bielenberg. “They govern how we operate as a system and communicate the shared understanding between CHS and our cooperative and individual producer members.”
“Because of their importance, the Board periodically reviews the Articles and Bylaws to ensure they reflect the ways in which our CHS members choose to operate their businesses over time. Reviewing and amending these documents to ensure alignment with current business realities is a best practice and important to supporting our owners’ relevance and growth in today’s marketplace.”
Proposed amendments to the Articles and Bylaws include:
• Modifying the CHS membership definition to remove the requirement that cooperative members be producer-only cooperatives. Today, cooperatives doing business with CHS may have non-producer members, and some may have non-producers serving on the cooperative’s board. These arrangements may help ensure the cooperative remains strong and well-managed, but they are not consistent with the current producer-only membership requirement. The proposed amendments to the core documents will allow these cooperatives to remain members of CHS, and to participate in governance, including the right of all members to vote in the company they own, CHS.
• Giving the Board of Directors the flexibility to approve non-member patronage arrangements by permitting the Board to establish policies for these arrangements rather than having to include the rules for those arrangements in the Bylaws.
• Removing obsolete references to the former Cenex, Inc., Cenex Supply and Marketing Division, and the Company’s Defined Business Unit/Member program.
“In fact, the Board has adopted a membership acceptance policy for future cooperative member applicants that will reinforce the CHS commitment to remaining a producer-focused agricultural cooperative. By making the changes, we will strengthen the entire CHS cooperative system. I hope you will vote to support the amendments in December,” Bielenberg says.
For additional information, visit the corporate governance page at chsinc.com for a link to all of the documents and proposed changes to CHS Articles and Bylaws.
“The proposed amendments reflect the CHS Board’s commitment to the cooperative business model and our ability to add value for farmers and member cooperative owners for years to come.”
2015 CHS Annual Meeting: Commitment
CHS is committed to a future that sustains strong cooperative-and farmer-owners. And once a year, the CHS Annual Meeting gives its member-owners the chance to exercise their governance rights while also hearing about the latest news and innovations in the agriculture industry.
The Annual Meeting begins on Thursday, Dec. 3, at 7:30 a.m. and continues through Friday morning. Through more than 50 relevant workshops and presentations, get a closer look at new products, services and tools. Hear an out-of-this-world talk by Captain Mark Kelly, commander of two space shuttle missions.
Participate in regional caucuses. Vote on changes in the CHS articles and bylaws. Hear reports from Board Chairman David Bielenberg, Executive Vice President and Chief Financial Officer Timothy Skidmore and President and CEO Carl Casale. Be sure to participate in the business meeting and member interaction session, followed by lunch.
STRENGTHEN BOARD LEADERSHIP SKILLS
Developing a strong board is one of the most important actions an organization undertakes, and it requires a commitment to continuous improvement. Cooperative directors – and aspiring directors – have a prime opportunity to broaden their leadership abilities at an upcoming board development event being held at The Phoenician resort in Scottsdale, Ariz., on Feb. 21-23.
Your CHS Experience features speakers that will stretch your perspectives, including Goeff Colvin, senior editor at large for Fortune and one of the most respected voices in business journalism, and Michael Abrashoff, former naval commander and author of “It’s Your Ship,” who will share an inspiring lesson on transforming a crew to achieve positive results. (Full agenda will be posted at your-chs-experience.com.) If interested in attending, contact the CEO or general manager at your local cooperative.
Sign up today at your-chs-experience.com
Advocating in the halls of Congress
Members of the CHS Board of Directors wear a lot of hats. Not only do they direct the governance of the company, and often travel the world to learn about the latest agriculture and business practices, but they are also effective CHS advocates in the halls of Congress. Several times each year, groups of CHS Directors travel to Washington, D.C., to let lawmakers know where CHS and its farmer-owners stand on legislation and regulations.
In the most recent visit to Capitol Hill in late September, Directors Don Anthony of Nebraska, Dennis Carlson and Steve Fritel of North Dakota, Ed Malesich of Montana and Dan Schurr of Iowa urged lawmakers to support legislation affecting CHS rail shipping operations, its food businesses and its refineries.
As members of the CHS Board of Directors meet with legislators on Capitol Hill, they can speak not only as top officials of the company, but also as farmers, and in many cases as constituents of the members of Congress with whom they are speaking. “Spending time on the Hill allows us to build strong connections with elected officials,” says Director Anthony. “These one-on-one touchpoints give us the perfect opportunity to share how legislation will positively or negatively impact our cooperative owners or customers. It’s something our elected officials want to know.”
Grassroots public policy
CHS owners have the opportunity to help shape the cooperative’s positions on a broad range of agriculture, energy and cooperative business public policy issues. Each fall, CHS invites every owner to propose public policy resolutions for consideration and potential inclusion into the official CHS public policy resolutions.
At every CHS Annual Meeting, the resolutions committee, consisting of owners representing each CHS region, meets to reassess previously approved resolutions and consider new proposals submitted in advance. At the conclusion of the committee’s work, its recommendations are reviewed by each regional caucus during the annual meeting and submitted for approval by all owners during the general session of the annual meeting.
“The ability of CHS owners to help build our public policy agenda is extremely important,” says John Engelen, vice president, CHS Government Affairs. “The government affairs team deeply appreciates the input as well as the diligence and hard work of the resolutions committee.”
Success in succession starts early
When a child is asked who they want to be when they grow up, few would expect the youngster to say: “I want to be on a co-op board.” But maybe we should.
“We need strong leaders to ensure a strong future,” says Director Randy Knecht. “I have such faith in our young farmers and ranchers, and the future they will lead us to. But before this can happen, we have to engage more of them in cooperative leadership.”
Cooperatives are currently playing catch-up with an aging producer demographic that also reflects an aging populace on board seats. Beyond this generational transition, the system is further challenged by an ever-shrinking pool of talent that is being tapped for a variety of rural leadership positions. And with the size and scale of today’s cooperatives, the level of skills needed for the board have grown right along with the cooperative.
So what can be done to collectively attract, grow and develop young leaders? Creating a culture of succession doesn’t happen overnight. Resources such as the CHS New Leaders Forum, which has been offered annually in conjunction with the CHS Annual Meeting for nearly 20 years, have developed young farmers with focus on cooperative business value, as well as instilled a message of diversity and inclusion for cooperative leadership.
“CHS has been focused on helping the cooperative system build tomorrow’s leaders,” says Director Dan Schurr. “We want these leaders to feel empowered, educated and ready to take on this important task. We need the brightest talent to take us into the future.”
Want to have success in succession for your cooperative board? Begin now. While recruiting daughters and sons of current or previous board members is a great start, it’s also important to review any cooperative board policies that might be limiting future candidates. Cooperatives continue to work to identify, develop and grow talent:
• Agriculture cooperatives have the lowest female representation (3.1 percent) on cooperative boards of directors compared to any other cooperative business surveyed, according to a 2012 study from the University of Wisconsin Center for Cooperatives. This suggests more work can be done to attract women to the ranks of the agricultural cooperative board.
• One northern Iowa cooperative has nixed its traditional nomination process, opting instead to allow members to self-nominate for board of director positions.
• Cooperatives are also reevaluating policies that may only target one individual on a family farm for a seat on the board. Often, multiple family members may be just as qualified to represent cooperative owners.
“We must show young farmers and ranchers the value of the cooperative system.”
CHS New Leaders Forum helps build next generation
If you’re a young farmer or rancher looking to make a difference at your cooperative and community, consider attending the CHS New Leaders Forum, Dec. 2-4 in Minneapolis, Minn.
As a 2015 CHS New Leaders Forum attendee, you will take part in a dynamic and interactive program that will help you grow leadership skills, expand your industry knowledge, and prepare you to help shape the future of CHS. The program is designed with your future in mind and has industry-leading speakers and experts that will address leadership development and agriculture-specific topics.
The 2015 CHS New Leaders Forum will:
• Examine issues and challenges facing cooperatives, agriculture and rural America,
• Further develop leadership skills that will impact your cooperatives and communities,
• Share insight from CHS leadership on the future of CHS and its strategy and long-term goals, and
• Offer a forum for you to provide feedback on how CHS can best serve you and your farm.
The CHS New Leaders Forum is held in conjunction with the CHS Annual Meeting, so you can participate in both events, enabling you to learn more about your cooperative and its governance process.
If you and/or your spouse are interested in attending this year’s CHS New Leaders Forum, please talk with your co-op manager to be nominated. Program costs for New Leaders attendees are covered jointly by your sponsoring co-op and CHS Stewardship. For additional information on the CHS New Leaders Forum and other opportunities, please visit chsinc.com/new-leaders.
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