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  • Rogue Creamery becomes state's first 'Benefit Corporation'

  • In producing some of the world's premier blue cheese, Rogue Creamery owners David Gremmels and Cary Bryant pay attention to the little details.
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    • What is a Benefit Corporation?
      Created by Oregon House Bill 2296, passed in 2013.
      • Allows businesses to build social responsibility into their bylaws.
      • Provides legal protection for those looking to pursue a cor...
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      What is a Benefit Corporation?
      Created by Oregon House Bill 2296, passed in 2013.

      • Allows businesses to build social responsibility into their bylaws.
      • Provides legal protection for those looking to pursue a corporate purpose other than exclusively maximizing profits for shareholders.
      • Requires that the business create a materially positive impact on society and the environment; expand fiduciary duties to require consideration of the interests of workers, community and the environment; and publicly report annually on its overall social and environmental performance




      ≠— Source: Oregon Secretary of State's Office
  • In producing some of the world's premier blue cheese, Rogue Creamery owners David Gremmels and Cary Bryant pay attention to the little details.
    That focus paid off when the duo turned their sights to becoming Oregon's first recognized Benefit Corporation, formalizing its community focus into its legal charter.
    Justin Denton, an attorney with Tonkin Torp in Portland, said Gremmels and Bryant made a point of being the first out of the chute. Although some 37 were nationally certified before Thursday as B corporations, Oregon's new law didn't go into effect until Wednesday.
    Rogue Creamery beat everyone to the punch — even those who filed paperwork days and weeks ahead of them — by adjusting its effective date to the second.
    "Others might have got their paperwork in earlier, but they made their effective date one stroke after midnight," Denton said. "The law had an effective date that was 12:01 on Jan. 1, unless another time was stated. They made it at one second after midnight, making sure it was effective 59 seconds before that."
    The reality, Denton said, is that little will change for Rogue Creamery or the other B corporations, whose charters allow them to pursue a wider range of goals than merely short-term profits. In essence, the Benefit Corporation distinction protects managers from being sued by shareholders for not making the bottom line the primary focus. There are no tax benefits.
    "Rogue Creamery has been focusing on the broader community for many years," Denton said. "Becoming a benefit company aligns their corporate governance documents with the way they already do business. The law describes who they already are, it's what they've been doing for years."
    Oregon is the 20th state since 2010 to allow the formation of benefit companies.
    Secretary of State Kate Brown orchestrated a record-setting 29 registrants, surpassing previous first-day efforts by other states. Oregon ranks second in the number of B corporations, both relative to population and relative to total number of businesses in the state. The 37 nationally certified B corporations employ 2,869 with annual combined revenue of $309.8 million.
    Gremmels, who took part in the festivities in Portland marking the first day of B corporations, said the legislation passed last year will encourage other companies to follow suit.
    "We believe Oregon is a great place to do business," Gremmels said. "The new B registration gives Oregon companies a great opportunity to do greater good in their communities, showing responsibility and accountability. Our heart and passion aligns with the benefits company (registration); it's the reason Cary and I acquired Rogue Creamery in 2002 to keep the doors open for the community."
    When Brown broached the concept during a public forum early last year, Gremmels said, "We lit up. We had heard about these registrations in other states around the country through American Cheese Society members. We strive in all that we do to benefit our community locally as well as the artisan cheese community, the environment, arts and education and artisan food."
    Pennsylvania-based, nonprofit B Lab has promoted the law and has privately certified more than 800 companies that meet social, environmental, transparency and accountability standards.
    Gremmels said Rogue Creamery will look for an in-state option to audit its conduct, but wouldn't be opposed to B Lab.
    Ashland-based Gilded Rogue Enterprises, an umbrella organization that buys, launches and consults with companies desiring to better the community and surrounding culture, accounted for five of the first-day registrants.
    The company, launched by Elizabeth Bauer in 2013, intends to capitalize on the new designation. Its wholly owned subsidiaries, Gilded Rogue Consulting, Gastropublica, Red Dahlia Property Management, Basil & Berries and Wild Recherché, support local, sustainable agriculture; eradication of childhood hunger and homelessness; and protection of endangered animals.
    Gilded Rogue Enterprises spokesperson Ann Smith said the firm buys local companies with an eye on "competitive returns for our local investors."
    "We provide a variety of background services so businesses can worry about improving their operations and building our community," Smith said.
    Reach reporter Greg Stiles at 541-776-4463 or business@mailtribune.com. Follow him on Twitter @GregMTBusiness, friend him on Facebook and read his blog at www.mailtribune.com/Economic Edge.
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