The next major milestone in the TPSS Co-op’s Second Store Expansion Project is raising capital for the new store.
TPSS plans to offer interest-bearing shares for purchase by member-owners who reside in the state of Maryland. Issuing these shares requires updates to our Articles of Incorporation, which must be approved by the membership. To do this, the Board of Representatives called a special member meeting at 7:00 PM on Wednesday, June 24 to explain the changes. Below is a recording of the presentation portion of the meeting:
The next step, in accordance with our bylaws, is for members to vote on the change by 5:00 PM on July 8th. Scroll down on this page to view the voting form.
What are TPSS Co-op members being asked to approve?
Members are asked to approve an amendment to the TPSS Co-op’s Articles of Incorporation that updates the Co-op’s legal structure so that the Co-op can raise investment capital through a preferred stock offering. This change will not impact member ownership and democratic control.
What is changing?
The proposed Articles of Amendment and Restatement authorize the Co-op to issue shares of non-voting preferred stock to members residing in Maryland. The shares are non-voting, so member governance remains unchanged.
The new Articles specify terms for investment offerings (see Article IV), such as three classes of preferred shares based on investment size, fixed annual dividend rates, clear rules for redemption, liquidation, and transfers, protections for both the Co-op and investors, and a requirement that investors approve any future amendments that would materially reduce the rights of preferred shareholders.
If you would like to review the changes in detail, you can find our current Articles of Incorporation here and the Articles of Amendment and Restatement here.
What is not changing?
The Co-op’s mission and purpose remain the same, and members will continue to own and manage the store by electing the Board of Representatives. Members who choose to purchase stock shares will not gain any additional rights to control the store, such as expanded voting rights, etc.
Questions?
Outstanding questions may be directed to the Board of Representatives at board@tpss.coop with Mike Houston, General Manager, CCed (gm@tpss.coop).