Approved – 5/8/23

            WHEREAS, the Finland Cooperative (the “Co-op”) has issued preferred shares to owners and may issue additional preferred shares to owners in the future;

WHEREAS, although the Co-op plans to issue membership shares only to individuals in the future, the Board of Directors has been advised that it is reasonable for the Co-op to establish a policy for transferring such jointly issued membership shares to the surviving spouse in the case of death or to a primary holder in the case of marriage dissolution;

            WHEREAS, the Board of Directors has been advised that it is reasonable for the Co-op to determine that changes of ownership of preferred shares to successors and heirs in the case of death or marriage dissolution is allowed at the Board’s discretion, but that it is advisable to spell out more details of this process for clarity;

            NOW, THEREFORE, the Board hereby adopts the following resolution and policy:

1)  In the event of the death of one of the joint owners, the surviving owner of the membership share will become the sole owner of the membership share.

2)    In the event of the death of an individual owner of preferred shares, the owner of the preferred shares may be changed to reflect the legal successor or heir of the owner’s preferred shares upon receipt by the Co-op of documentation of the fact that the new owner is the successor or heir of the deceased owner.

3)  In the event joint owners of preferred shares dissolve a marriage or otherwise separate, the owner of the preferred shares may be changed to reflect the legal successor owner of the preferred shares upon receipt by the Co-op of either written instructions of both joint owners or documentation of the fact that the new owner is the successor owner.

4)  As allowed by Article V, Section 5 of the articles of incorporation, in the case of death or impending death of an owner (or the owner or the lawful successor or heir of the owner) requests redemption of the preferred shares on death, the Board of Directors may accept the request for redemption and cause the Co-op to redeem the preferred shares on death as long as the redemption cannot be expected to impair the Co-op’s financial condition or prospects to meet its mission or result in a violation of financial covenants or regulatory requirements.

5)  The policy reflected in this resolution does not permit owners to transfer shares in any circumstance other than as specifically stated.

6)  Any change of ownership pursuant to this policy shall be reflected on the Co-op’s books and records regarding share ownership, together with a notice provided to the successor owner.

7)  The Board of Directors may delegate authority to management to implement the policy reflected in this resolution and this policy is subject to amendment from time to time by the Board of Directors.