You are now well positioned to start making decisions for how you want to govern your farm or ranch business.
You may disagree, but the evidence is in the work you’ve done to get to this point. You already know which issues are important for you to address (aka your Worst Things… ). You also know what support your team needs in order to make decisions together.
Now it’s time to consider essential governing questions for your business, which will very likely address your worst things.
The task here is to practice making a collaborative decision on essential governing procedures for the business, keeping your goals and outcomes from Step 2 in mind. Where you can’t make a decision, you are probably identifying a barrier and that is important to note too.
Schedule a business meeting with your partner(s) to get started on creating governing procedures for your farm or ranch business. In the meeting, assign a notetaker and use a timer. Give yourselves 5 minutes to answer each of the 17 questions below, noting down either a decision or identifying a barrier that’s keeping you from making a decision.
This is an exhilarating exercise that might feel uncomfortable, but trust your instincts! Afterwards, return to your decisions and build on them, taking appropriate time to flesh out each governing procedure. We will address the barriers you encounter in Step 5.
Remember Your Needs: If and when conversations get tense, reference your list of what each business partner needs from the decision making process, including yourself. This can help your group stay grounded and focused on the goal.
1. What are the required financial contributions of each owner?
2. How do we want to handle profits and losses?
3. How and when do we decide whether to hand out or “distribute” profits to members? Who makes that decision?
4. Who makes day-to-day decisions? For example, will the LLC be manager-managed or member-managed?
5. What is our protocol for making day-to-day decisions?
6. Are there any particular roles, responsibilities or benefits of any members or managers that we want to specify?
7. Will we have an annual meeting and, if so, when?
Understand your obligations: Most states require that corporations hold regular shareholder meetings and keep minutes of such meetings. See the C Corporation Sample Annual Shareholder Meeting Minutes for an example of customary meeting minutes with annotated explanations.
8. How are members informed about the time and place of meetings and how meetings can be conducted?
9. Who has voting rights and upon what are they based?
You are making good progress! At this point it’s helpful to take a 10 minute break before working through the next round of questions.
10. Will we allow additional members and, if so, who decides?
11. What happens if a member wants to leave, or if a member’s interest in the company is somehow passed on to someone else?
12. Who decides whether the company takes on debt?
13. Who decides whether to close the company?
14. Who decides whether existing members can make additional capital contributions?
15. Who decides on amendments to the governance document?
16. Who decides whether the company can change hands (i.e., be acquired or merged with another company)?
17. How are all other “big” decisions (i.e., not day-to-day decisions) made?
Great job! This was no easy task. You’ve likely unlocked a deeper level of wisdom regarding how you want to govern your business together through the stress of this timed exercise. That was the intention, anyway! Now it’s time for Step 5 where you will have the opportunity to work through the barriers you identified.