A group of 16 people from the first meetings formed the first steering committee. The first step was becoming a legal entity. In June 2005 the Orange County Cooperative Development was officially incorporated and the steering committee became the first board of directors. As a base of operations, the group rented a small office space in the Community Foundation building. Equipped with a phone, desk, and a team of strong-willed individuals the Orange County Cooperative began to take shape. Over the next two years, the board created the organization's by-laws, raised financing, built membership numbers, created mission and vision statements, and wrote the business plan for a community-owned grocery store. Much of the process was a balancing act between raising financial support and building membership equity. Timing was critical. The cooperative could not recieve financing from institutions without enough member buy-in, and without a physical store, it wasn't easy to get members to buy-in. Despite many challenges, the board members continued to hit their benchmark goals. As financing and member support grew the next looming barrier was a location. Where could the store operate from that provided enough floor space for a grocery store and a location convenient for shoppers? Many ideas were proposed, including buying land and building a pole barn structure. Early in 2007 the opportunity the group was looking for appeared. A store was available just off the downtown square in Paoli and the owners were ready to sell. Despite reservations by some, the building met three important criteria. It had the potential to be an anchor for downtown business, the building would be upcycled rather than built new, and the space was originally designed for a grocery store. It was soon decided, this was the place and it was time to get the ball rolling.