UNFI payout completed, foundation established
The Blooming Prairie Cooperative Warehouse closed its books with a final distribution of monies to the membership at the end of March 2005—more than two and a half years after the sale of the warehouse to United Natural Foods, Inc. (UNFI). The sale of the warehouse to UNFI was approved by the Blooming Prairie membership in October 2002. The agreement included cash distribution to the membership of retained equity and gain on the sale (based on patronage), along with approval of the formation of a new nonprofit organization, the Blooming Prairie Foundation.
Beginning in the summer of 2002, the foundation board went about the task of developing articles, bylaws, and filing for nonprofit status with the IRS. In order to facilitate the distribution (payout) of as much cash as possible to the Blooming Prairie membership, the foundation accepted holding the note on the warehouse facility (valued at $3 million) from UNFI rather than receiving the cash up front for the foundation, which would have forced the membership to wait for UNFI to pay off the note in October 2005.
The foundation board is made up of nine members: the six remaining elected warehouse board members (Leslie Campbell, Dan Foley, Pam Kringlund, Sheila Philip-Hawkins, Dan Rodenberg, and Anya Firszt); warehouse board advisory member Allan Gallant; and one appointed seat to replace the vacancy left by Peter Roang (Sverre David Roang). The Blooming Prairie Foundation was awarded 501(c)(3) status from the IRS in December 2003.
While there has not been not much activity by the foundation board because there has been no real money to do anything with, the warehouse board was able to negotiate the final pieces of the sale to UNFI, as well as receive full payment of the note to the foundation earlier than the anticipated October 2005 timeline. In mid-February 2005, the last of the monies owed by UNFI were paid to the warehouse, which also forced the foundation board to shorten the timeline for developing the grant application and process, administrative functions, and management of the foundation.
The activities that the Blooming Prairie Foundation will pursue include the following:
1. The corporation will work to further the health of the people, the planet, and the cooperative business model by supporting development, research, and education efforts in the organic industry and the cooperative community;
2. The corporation will work to encourage, support, promote, and enhance the development of organic and natural products; and
3. The corporation will work to encourage, support, promote, and enhance cooperative development in the natural products industry.
It is bittersweet to realize that the warehouse is done. The warehouse board has authorized the final distribution of cash to the membership, had its final board meeting, and closed the books. But the foundation is poised to begin to grant monies to newly established organizations and cooperatives, and thereby carry on the good work of the warehouse and its traditions of furthering good health, organics, and cooperatives.
Editor’s note: For background on Blooming Prairie, see “Co-op Devolution,” CG #102, Sept.-Oct. 2002; and “Ownership Matters,” CG #103, Nov.-Dec. 2002.
Anya Firszt is general manager at Willy Street Co-op in Madison, Wisconsin and a member of the board of directors of the Blooming Prairie Foundatin ([email protected]).