2023 Proposed Bylaw Changes

BYLAW ARTICLE 2. SHAREHOLDER STATUS

CURRENT BYLAW

Section 2.3 – Rights. Shareholders shall have the right to patronize the Co-op at prices generally available to shareholders and otherwise to benefit from participation in the activities of the Co-op. Shareholders may contribute labor or services for discounts on purchases at a rate determined by the Board of Directors, subject to ratification at the next scheduled shareholder meeting. Shareholders shall have the right to receive a copy of these bylaws. References in these by-laws to the rights of shareholders shall be understood as referring only to shareholders in good standing.

PROPOSED BYLAW

Section 2.3 – Rights. Shareholders shall have the right to patronize the Co-op at prices generally available to shareholders and otherwise to benefit from participation in the activities of the Co-op. Shareholders may participate in a shareholder engagement program for discounts on purchases at a rate determined by the Board of Directors, subject to ratification at the next scheduled shareholder meeting. Shareholders shall have the right to receive a copy of these bylaws. References in these by-laws to the rights of shareholders shall be understood as referring only to shareholders in good standing.

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RATIONALE:

Over the past several years, the Co-op has been moving toward a system of promoting shareholder engagement in the community via our Commitment to Community program, while reducing the use of shareholder labor hours in the store. The Board has been informed that there is legal exposure associated with having volunteers perform the same tasks as paid staff. Additionally, we don’t want to take hours away from our Union employees. Shareholders can now volunteer at one of 22 area non-profits to earn the 5% working member discount. This supports our goal of encouraging as much volunteerism as possible in the community.

BYLAW ARTICLE 5. BOARD OF DIRECTORS

CURRENT BYLAW

Section 5.5 – Election and Term. All directors shall be elected by plurality vote at the annual shareholder meeting or by a specified date, not to exceed two weeks following the annual meeting. Directors shall be elected to serve for terms of three years or until election of their successors. The terms of directors shall be staggered so that approximately one-third of the terms of both patron and staff directors shall expire in each year. Directors may serve no more than three consecutive terms.

PROPOSED BYLAW

Section 5.5 – Election and Term Limits. All directors shall be elected by plurality vote at the annual shareholder meeting or by a specified date, not to exceed two weeks following the annual meeting. Directors shall serve for terms of three years or until election of their successors. The terms of directors shall be staggered so that approximately one-third of the terms of both patron and staff directors shall expire in each year. Directors may serve no more than three consecutive full terms or up to nine consecutive years.

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RATIONALE:

Consider the circumstance of a Board member elected or appointed to fill the final year of another Board member who stepped down: shall that single year of service be considered a “term” for the purposes of enforcing term limits? The Board considered this at its May 2023 meeting and concluded that the intent of the bylaw is that a “term” is three years. The text changes are meant to clarify this, while also ensuring a limit of nine consecutive years of service.