8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 5, 2008

CHS Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-50150	41-0251095
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5500 Cenex Drive, Inver Grove Heights, Minnesota		55077
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 651-355-6000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company held its Annual Meeting December 4-5, 2008, and the following directors were re-elected to the Board of Directors for a three-year term on December 5, 2008: Curt Eischens, Jerry Hasnedl, Richard Owen, Bruce Anderson, and Dan Schurr. Newly elected for a three-year term was Greg Kruger. The following directors’ terms of office continued after the meeting: Donald Anthony, Robert Bass, Dennis Carlson, Steve Fritel, David Kayser, Jim Kile, Randy Knecht, Michael Mulcahey, Steve Riegel, Duane Stenzel, and Michael Toelle.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Company's members adopted a resolution to amend the Company's Bylaws during its Annual Meeting held December 4-5, 2008, to add the remaining unassigned states to one of the existing eight regions used for the nomination and election of directors. The amendment is attached as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

3.1 Amendment to the Bylaws of CHS Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHS Inc.
December 9, 2008	By:	/s/ John Schmitz
		Name: John Schmitz
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
3.1	3.1 Amendment to the Bylaws of CHS Inc.

EX-3.1

CHS Inc.
Bylaw Amendment

RESOLVED, That the Bylaws be and hereby are amended so that the identified provision reads as follows, deletions shown by [brackets] and additions by underscore:

Article III, Section 3(b)

(b) The nomination and election of directors of this cooperative shall be by Region. The territory served by this cooperative shall be divided into the following Regions, with the Board of Directors, composed of the following number of directors from each Region:

Region Number 1 - which shall include the State of Minnesota, and shall be represented by five (5) persons who must be residents of Region Number 1;

Region Number 2 - which shall include the States of Montana and Wyoming, and shall be represented by one (1) person who must be a resident of Region Number 2;

Region Number 3 - which shall include the State of North Dakota, and shall be represented by three (3) persons who must be residents of Region Number 3;

Region Number 4 - which shall include the State of South Dakota, and shall be represented by two (2) persons who must be residents of Region Number 4;

Region Number 5 - which shall include the States of Wisconsin, Connecticut, Delaware, Illinois, Indiana, Kentucky, Ohio, Maine, Maryland, Massachusetts, Michigan, [and Illinois] New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia and West Virginia, and shall be represented by two (2) persons who must be residents of Region Number 5;

Region Number 6 - which shall include the States of Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington and Utah, and shall be represented by one (1) person who must be a resident of Region Number 6;

Region Number 7 - which shall include the States of Iowa, Alabama, Arkansas, Florida, Georgia, Louisiana, [and] Mississippi, Missouri, North Carolina, South Carolina and Tennessee, and shall be represented by one (1) person who must be a resident of Region Number 7; and

Region Number 8 - which shall include the States of Colorado, Nebraska, Kansas, New Mexico, Oklahoma and Texas, and shall be represented by two (2) persons who must be residents of Region Number 8.

RESOLVED FURTHER, That Management of this Association be and hereby is authorized to take all action and execute and deliver all documents, instruments, certificates and writings necessary or appropriate to carry out the foregoing resolution.

Adopted: 12/05/08