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Disclosure Statement

DISCLOSURE STATEMENT

 

The Moringa Grower’s Co-op, Inc.

dated 07-04-2019

 

DISCLOSURE STATEMENT

 

TABLE OF CONTENTS

Paragraph

Page

NAME OF CO-OP

1

3

EXPLANATION OF THIS FORM

2

3

LIABILITY AND FINANCIAL INVOLVEMENT

1

3

WHO CAN BE A MEMBER OF THE CO-OP

2

8

THE CO-OP ‘S ACTIVITIES

3

8

THE CO-OP MANAGEMENT

4

9

DETAILED FINANCIAL INFORMATION

5

10

FURTHER INVESTIGATION

1

12

DISCLAIMER OF LIABILITY BY THE REGISTRY OF CO-OPS

2

12

ANNEXURES INCLUDING CASH FLOW, BUDGET FORECAST AND FORECAST PROFIT AND LOSS STATEMENT

1

13

 

NAME OF CO-OP

 

The Moringa Grower’s Co-op, Inc.

 

 

LIABILITY AND FINANCIAL INVOLVEMENT

Section 70(2) of the Cooperatives Act states that “a member of a co-op with a share capital is liable to the Co-op for the amount, if any, unpaid on the shares held by the member together with any charges payable by the member to the Co-op as required by the rules of the Co-op. Attach a list of rights and liabilities attaching to shares.

 

1                       Details of Liability and financial involvement

1.1             Shares

                       

Class A-Producer Members

            Class B- Worker Members

                        Class C- Investors/Patrons

                        Class D- Director Members

                        Class E- Extended Partners

Class F-  Foundation Members

 

1.1.a         Class A- Producer Members:

  1. Nominal value per full share: US$ 100.00

  2. To be paid off at the start of the waiting period.

  3. Dividends will be earned on the dried weight of moringa tree material provided.

  4. Right to use an individual space at minimal maintenance contribution (see Maintenance Contribution Schedule)

                                                                                5. Full voting rights provided after the 1-Year waiting period.

                                                         6. Does NOT have the ability to sell or trade their shares.   Each member can hold 1 Class A-Producer Member Share, 1 Class B-Worker Member Share, and multiple Class C-Investor/Patron Non-Voting Shares. If applicable, may hold one Foundation Member Share.

 

1.1.b      Class B- Worker Members:

  1. Nominal value per worker share: US$ 500.00

  2. Can be paid off after a deposit of $100. Make the remainder of payments at monthly chapter meetings, provide $40 per meeting, over the course of Your 1-Year waiting period, adding up to a total of $500.

  3. Dividends will be earned on the most up to date Class B-Worker Members Schedule.

  4. Right to use an individual space at minimal maintenance contribution (see Maintenance Contribution Schedule)

  5. Full voting rights provided after the 1-Year waiting period.

  6. Does NOT have the ability to sell or trade their shares.   Each member can hold 1 Class A-Producer Member Share, 1 Class B-Worker Member Share, and multiple Class C-Investor/Patron Non-Voting Shares. If applicable, may hold one Foundation Member Share.

1.1.c      Class C- Investor/Patron Non-Voting Members:

  1. Minimal value per investment share:    $1,000.00

  2. Multiple values of investment shares are available.

  3. Members and Non-Members can purchase Class C-Investor/Patron shares.

  4. This class of shares must be paid in full at the time of receiving Your certificate.

  5. Has the ability to sell or trade the share as described in Class C- Investor/Patron Schedule.

  6. The only limit to the number of investment shares a member can hold is that no member can hold more than 20% of the Co-op's total issued share value.

  7. No voting right

                                                                8. Investment shares can be project targeted, non-specific or self-interest:

  1. Project targeted

If all or part of a specific project is funded with the help of project targeted investment shares, an equivalent portion of net returns (profits) of that project will be distributed as follows, unless a general meeting decides on a different arrangement: one third is kept by the Co-op and two thirds are paid as dividends to the project targeted shares associated with that specific project. Project targeted shares will also receive general dividends.

  1. Non-specific

Non-specific investment share values will be doubled for dividend purposes (so a non-specific investment of 10,000 dollars will be treated as 20,000 dollars for dividend calculation purposes)

  1. Self-interest

If a project is of self-interest (ex. fixed asset to the members living space) the investment shares will not receive any dividends as long as they are used by that shareholder.

Whenever the project becomes income producing for the Co-op (for example if the share-holder is on holidays and his/her accommodation is used in return for maintenance contributions), project targeted dividends will be paid on those shares.

ix.     If a project is funded by the Co-op funds, 1/2 goes to all shares (all paid up portions of full shares plus all investment shares), 1/2 goes to the Co-op.

 

1.1.d     Class D- Director Members:

  1. Nominal value per director share: $10,000.00

  2. This class of share is for members who serve on the Board of Directors.

  3. Director shares give the right to live on Co-op land at lower maintenance contribution (see Maintenance Contribution Schedule)

  4. A director shareholder is an in-active member and as such has voting rights until he/she has ended their term and remains an active member in the Co-op.

  5. This share cannot be sold or transferred and expires at the time the member has served their term or is asked to leave.

  6. Before this type of share expires, the share value can be converted towards payments to the director.

  7. 30% of the director share must stay in the Co-op’s possession until the end of the director’s term.

  8. At the term end, the director share is paid out in no more than 5% payments of the remaining share value at one time. Payments can occur no more than every quarter.

  9. If the director shareholder wishes to withdraw or is asked to leave, (s)he might apply for a refund, which cannot exceed the paid up value of the share minus any maintenance contributions saved. The Co-op can defer or refuse such refund based on a vote or if has to borrow money to do so.

  10. This share does not earn any dividends.

 

1.1.e          Class E- Extended Partners:

  1. Nominal value per extended partners share: $10,000.00

  2. This class of share is for extended partners of the Co-op, individuals or representatives of entities, who have contracts with the Co-op and perform services that extend for more than 1-year.

  3. Extended partner shares give the right to live on Co-op land at lower maintenance contribution (see Maintenance Contribution Schedule).

  4. An extended partner shareholder is not required to be an active member and as such has no voting rights until he/she becomes an active member.

  5. An extended partner shareholder has the right to attend general meetings, but may speak only if invited to do so by a Co-op director.

  6. This share cannot be sold or transferred and expires at the time the extended partner has served their contract or is asked to leave.

  7. Before this type of share expires, the share value can be converted towards payments to the director.

  8. 30% of the extended partner share must stay in the Co-op’s possession until the end of the service contract.

  9. At the contract end, the extended partner share is paid out in no more than 5% payments of the remaining share value at one time. Payments can occur no more than every quarter.

  10. If the extended partner shareholder wishes to withdraw or is asked to leave, (s)he might apply for a refund, which cannot exceed the paid up value of the share minus any maintenance contributions saved. The Co-op can defer or refuse such refund based on a vote or if has to borrow money to do so.

  11. This share does not earn any dividends.

 

1.1.f          Foundation Members:

1.   Nominal value per foundation share: $100,000.00

2.   There are only 10 foundation shares available unless there are more than these numbers applying for full foundation membership before or at the foundation meeting, in which case all of them will be foundation members.

3.   Only Board of Directors can be nominated as foundation shareholders.

4.   This class of share has all of the benefits and liabilities of a full member share.

5.   This share cannot be sold or transferred and does not expire unless the foundation member is asked to leave.

6.   No sooner than 2 years from incorporation or at the time the Co-op is profitable, no more than 10% of the Co-op’s annual profits can be provided as foundation shareholder pay-outs, to the entirety of the foundation member body.

7.   Foundation shares can earn up to 18% interest annually in the form of dividends. The interest rate starts at 5% interest rate return on the share value the first year and increases 1% each year until reaching the 18% cap in which the foundation shareholder can receive dividends on their shares indefinitely.

 

This class of shares has the following additional benefits:

 

To acknowledge their contribution in forming the Co-op, foundation shareholders will receive non-specific bonus shares to the value of 15% of the part of their share at the time of their foundation share application. These bonus investment shares will be issued only once the Co-op can issue sufficient bonus shares. These bonus investment shares also follow 1.1f.

 

These bonus investment shares cannot be sold or traded until:

 

  1. the foundation shareholder is an active board member

  2. the number of full member shareholders is larger than the number of foundation shareholders, and

  3. not earlier than 3 years after the formation meeting, unless the Co-op resolves at a general meeting that these bonus investment shares become tradable earlier.

 

  1. The prior approval in writing by at least 72% of active members who hold a foundation share is required before the board seeks the Registrar’s approval of draft documents for a change of rules, winding up, takeover or merger of the Co-op. This last right is transferable onto any other full shareholder by notifying the Co-op in writing. If a foundation share holder has not transferred this right before her/his death or as part of her/his will, the next general meeting will assign this right to another full member share holder. No allocation of bonus investment shares is associated with this voting right and it's transfer.

 

1.1g         Shares can be issued and/or traded, repurchased or repaid at a premium and the board may increase the premium on 1st October each year by the CPI of the previous financial year, and/or at any other time and by any other premium as the board may decide from time to time.

1.1h         Interest earned on members’ paid-up share capital until the Co-op purchases its first property will be paid as dividends to those members within one month of the property purchase (proportional to time and amounts paid).

NOTE: as the Co-op has purchased three properties and as all interest earned on share capital before the purchase of our first property has been paid as dividends, this clause is no longer relevant

 

1.2             CSA Box- Annual Subscriptions, Etc.

                 The moringa tree CSA box includes $60 in value of moringa tree products to choose from, depending on the season. Each Box is delivered at the beginning of each month.  

1.   1 Single CSA Box- $49 each or 5 hours a month in volunteer time.

2.   6-month subscription- $249 ($42 each) or 4 hours a month in volunteer time.

3.   1-year subscription- $449 ($37 each) or 3 hours a month in volunteer time.

 

1.3               Outgoings, Charges

$ N/A

1.4             Other

Application fee of $ 150.- for Director Members, Extended Partners, and Foundation Members (nonrefundable). Application fee of $10.- for Investment shares (no matter how many)

1.5            Any contracts, guarantees and indemnities, contingent liabilities, unresolved or pending law suits which the Co-op will assume once formed are listed below: (A copy of relevant contracts and other documents (if any) are to be included by way of annexure) N/A.

 

1.6            Indicate the Co-op’s current name below and attach copies of the last two years’ profit and loss accounts and balance sheet.        

 

 

 

2                            WHO CAN BE A MEMBER OF THE CO-OP

Active Membership:        

The Cooperatives Act, requires that a co-op’s rules specify in the way in which and the extent to which a member must use or support an activity of or maintain a relationship or arrangement with, the Co-op, for carrying on a primary activity of the Co-op (or a combination of primary activities).  Members are obliged to use or support an activity, or activities, of a co-op in order to retain the right to be a member, including the right to vote.

2.1            The co-op’s active membership rule identifies the Co-op’s basic reason for existence,

or primary activity or activities, as being:

  • Primary Production

  • Providing accommodation for members and visitors

2.2                            and to maintain active membership of the Co-op, a member shall:

  1. Hold a minimum of one Class A or Class B share

  2. Commit to pay annual membership fee (membership agreement).

  3. Keep up to date with payments due

  4. Commit to provide labor as per Labor and Food schedule (Disclosure

Statement Annexures)

  1. Commit to maintenance contribution agreements as per Maintenance

Distribution Schedule (Disclosure Statement Annexures)

  1. Provide a proxy when required

  2. Commit to abide by the Co-op’s rules & regulations

  3. Provide valid contact details to the Co-op

  4. Adhere to the Conflict Resolution Policy (Disclosure Statement Annexure and

Schedule 2 to the Rules of the Co-op)

  1. Abstain from stealing and/or physical violence on any property owned or

leased by the cooperative

  1. Commit to participate in the equivalent of a one-week residential social cohesion or personal growth workshop with all members once a year or as directed by the board

2.3                       The Co-op may also have objects in addition to primary activities.

  • Living together peacefully and cooperatively and with environmental and personal awareness

  • Research, development, marketing and sale of alternative products and technology

  • Showcasing Sustainable Development

  • Educative and research facilities (see vision statement)

  1. THE CO-OP’S ACTIVITIES

The following demonstrates the need for the Co-op, the resources available and the benefits expected to flow from its formation.

  1. The Co-op intends to carry out its Primary Activity(ies)/Objects as follows:

    • Urban moringa tree farming- growing moringa trees in backyards, community gardens, churches and farmlands and protected public property for the use of animal, plant and human consumption.

    • Broad-acre production using permaculture design and practices, biodynamics and other organic farming techniques

    • To provide educative facilities for sustainable development and technology for the moringa tree industry

    • To construct architecturally designed buildings on the Co-op's properties in harmony with the landscape and develop them for the benefit of future generations

  2. The members will have the following role in the co-op’s functioning (eg supply produce; use common services)

The members shall provide financial resources and labor for the effective functioning of the Co-op.

  1. The following physical resources will be used to carry out the activities of the co-op (eg office or factory space, furniture, equipment, plant, vehicles).

 

-Rent ($650/month)13’x30’ Storage Unit, as Headquarters, 7830 38th Ave N Ste 1, St. Petersburg FL 33710

-Rent ($200/month) Jay’s backyard for moringa tree in pots, 1717 44th St S, St. Petersburg, FL 33711

-Rent ($200/month) Robert’s garage for processing, 5926 15th St Ste B, Zephyrhills FL 33542

 

The Co-op will rent more buildings and land to construct more buildings for accommodation, production, education, storage, office and community facilities.

 

The Co-op will acquire more machinery, vehicles, plant, energy producing facilities and whatever other physical resources that are required to fulfil the aims of the co-op.

3.4            The following products or services are to be provided to members by the co-op.

Accommodation (once available and with a Maintenance Contribution Agreement), utilities, moringa grown and produced on co-op land, reasonable access to co-op assets and dividends where applicable.

  1. THE CO-OP’S MANAGEMENT

    1. The board of directors or the members will meet at least once a month.
       

  2. Board of Directors:

The names of those who have consented to be nominated for election as member directors to fill the positions provided for in the rules, being 6 in number, are shown below (Note:  Directors must be over 18 years of age)

(i)  Kendrick Henry, President

(ii)  Jay McGee, VP Operations

(iii) Robert Welch Jr., VP External

(iv) Andrea Graham, VP Internal

(v) Star Dyal, Treasurer

      (vi) Kritt Setthi, VP Finance

(vii) Secretary

 

  1. No promoters or any of the proposed directors or members have a direct or indirect interest in any contract or proposed contract with the Coop, other than an interest in a contract referred to in any section.

  2. None of the proposed directors have a conflict of duty or interest within the provisions of section 227 of the Cooperatives Act 1997.

4.3                 Day-to-Day Management

The name of the person who has agreed to be responsible to the board of directors for day-to-day management of the co-op and brief details of his/her experience are as follows:

 

(i)  Kendrick Henry, President has entrepreneurial and farming experience

(ii)  Jay McGee, VP Operations has business and managerial experience

(iii) Robert Welch Jr., VP External has previous sales and marketing experience

(iv) Andrea Graham, VP Internal has previous human resources experience

(v) Star Dyal, Treasurer has previous financial experience

(vi) Krit Setthi, VP Finance has previous experience as financial advisor

(vii) Secretary will have previous administrative experience

 

4.4             Accounting

The person named below has agreed to be responsible for general accounting and financial functions of the Co-op. This person has the following qualifications and experience relevant to this responsibility or this person belongs to a firm having the following qualifications and experience:

 

Krit Setthi, Financial Advisor and Accountant

Property owner/manager; company director/manager

Full time Salary Director Member

 

4.5             Auditing

(Note that the auditor must be a registered company auditor within the meaning of the Corporations Law, unless exempt under the Co-op’s Disclosure Statement)

The person named below has agreed to be responsible for auditing the Co-op’s accounts:

 

N/A

 

5                     Detailed Financial Information

5.1             Funding

  1. Membership- Class A growers provide moringa tree material to sell at the farmer’s markets and online. Class B workers train volunteers to provide their time in preparing moringa tree products.

  2. Investors- Class C provide monetary stability to grow the Co-op in the form of capital.

  3. Internal- the Founding Directors provide their time and services at no up-front cost to the Co-op.

  4. Sales- marketing and attending local Farmers Markets as vendors, teaching workshops and teaching brings income and funding to the co-op.

  5. Internet- Sell online marketplaces through Blogs and Vlogs, websites and affiliates.

  6. The total number of shares:

 The MGC consists of a total of 2,300 stock shares ranging from one hundred ($100) dollars to fifty thousand ($50,000) dollars. There are a total of 1,000 MGC Class A producer-member (grower) shares available for $100 each. There are 300 Class-B worker-member shares available at $500 each and there are 1,000 patron/investor shares available, ranging in amounts of $1,000 to $50,000. In the event the MGC has out grown these available stock-shares, a vote will be called to amend the existing Bylaws. 

  1. External Sources of Funds- If the Co-op is to use grants, subsidies, donations or other financial support to be viable, documents of funding received or requested should be given as an annexure marked “Grants and Subsidies”.

  2. The co-op has borrowed the following funds: Foundational Shares attached, as an annexure marked: “Loan Funds”, a copy of the offer to extend finance and the terms and current status of such loans.

 

5.2               Property and Assets

  1. The Co-op is to purchase property and major assets, indicating here the current market value of the property or assets:

N/A

  1. If arrangements have been made, or are under negotiation, to lease property or major assets by the Co-op, evidence of this availability should be shown as an annexure marked “Property - Assets - Leasehold) -

N/A

  1. Improvements to the property or assets (for example, renovations, furnishings, plant or equipment), if they are to be made, are estimated to cost:

N/A

                  d)   Estimates for these costs are detailed in annexure, “Property - Assets - Improvements”

  1. Shown below are details of property or major assets other than any property or major assets it will own or lease that the o-op has the use of:

(Evidence of such arrangements must be provided by a letter of authorization from the owner).

  1. Demand for Proposed Co-op’s Goods/Services See attached ANNEXURE “Business Plan”

  2. Formation Expenses N/A

 

5.5.            Forecast Cash flow Budget and Forecast Profits and Loss Statement

  1. Annexure “Cash Flow Budget Forecast” attached

  2. Annexure “Profit and Loss Forecast” attached

 

 

 

FURTHER INVESTIGATION:

Further investigation by the prospective member may be necessary. This disclosure statement is not necessarily a full statement of the liability and financial involvement of a prospective member. Prospective members please note the disclaimer below.

 

DISCLAIMER OF LIABILITY

No responsibility as to the contents of : (i) the Disclosure Statement and attachments and annexures that form part of this document; and (ii) the associated Rules which all collectively make up the formation documentation, is to be taken by the Registrar of Cooperatives, the Department of Justice and Attorney-General or by any of its servants or agents.

Each prospective member is advised to make any investigations (including the obtaining of professional advice) which that person believes to be necessary to satisfy himself or herself about the contents of this a formation documentation or the decision of whether or not to join the proposed co-op.

It should be clearly known that the Registrar of Cooperatives, the Department of Justice and Attorney-General or any of its agents or servants are not engaged in the provision of legal or other professional services to the public, prospective members or cooperatives. If legal or other expert advice is required, the services of a competent professional person should be sought.

 

6        ANNEXURES

 

Show here which annexures are attached to this disclosure statement

ALL   

 

Activities

https://www.moringagrowerscoop.org/

 

Annual Report 2017/18   

Yes, Page 7

 

Board of Directors

https://www.moringagrowerscoop.org/class-d-director-shares

 

Business Plan

https://www.moringagrowerscoop.org/business-plan

 

Cash Flow Budget Forecast       

Yes, Page 7

 

Existing Organization

https://www.moringagrowerscoop.org/

 

Feasibility Study   

https://www.moringagrowerscoop.org/pre-feasibility-report

 

Forecast P&L Statement  

Yes, Page 7

 

Grants and Subsidies

https://www.moringagrowerscoop.org/grants-subsidies

 

Loan Funds

See Business Plan  

 

Membership Agreement

https://www.moringagrowerscoop.org/membership-agreement

 

Maintenance & Contribution Schedule

https://www.moringagrowerscoop.org/maintenance-contribution

 

Mission Statement

https://www.moringagrowerscoop.org/mission-statement

 

Policies

https://www.moringagrowerscoop.org/policies

 

Property - Assets - Freehold     

N/A   

 

Property - Assets - Leasehold   

N/A

 

Property - Assets - Improvements      

N/A   

 

Property - Assets - Other

N/A

 

Terms & Conditions: Contracts, Etc.

https://www.moringagrowerscoop.org/terms-conditions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Moringa Grower’s Co-op Disclosure Statement          

© 2020 by The Moringa Growers' Co-op, Inc.