Member Communication

Dear Member,

After thoughtful deliberation and a lengthy process, the Board of Directors has put forward several changes to the Upstate Niagara Cooperative, Inc. bylaws for Delegate approval.  These changes were initially presented to the Delegate Body at their September 2025 meeting for preliminary feedback prior to official action per our usual practice.  The Delegate Body endorsed the changes presented and indicated that Cooperative should move forward, providing notice to the general membership of their intent to officially approve and ratify these changes to the bylaws, at a meeting to be held February 4, 2026 at the Grapevine Banquets and Events Center at 10 am.

These amendments are intended to implement a series of transformative updates to the Cooperative’s governance structure to ensure that the Cooperative’s governance system remains responsive, effective, and resilient in a changing environment. Again, this notice is being sent to each member per the bylaws requirement for such amendments.

Summary of Bylaw Changes for Approval and Ratification

• Eliminate Geographic Boundaries at all levels of Cooperative Governance

• Rebalance Delegate Representation to be a function of the size of the Board rather than the size of the membership

• Restructure the Nominating Committee including size and how members are elected

• Requirement that the Board annually complete a needs assessment

• Provides for an optional non-voting external director

• Clarifying notice requirements and allowing for electronic notice

• Other edits to eliminate duplication, harmonize language, and conform defined terms

A full redline copy of the text changes was previously provided to the Delegates and is now available on the Member Center or by request.  The changes were summarized in the October 2025 Member Newsletter which is also available in the Member Center and during the Fall Member Meeting held in December.  If you have any questions or would like to request a full redline of the bylaws, you may reach out to Jodi Krzysiak at 1-800-724-6455 ext. 6440.

Sincerely,

John T. Gould

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