The 2013 Bylaws Amendments List

Board of Stewards' Nine 2013 Bylaws Amendments:

Non-fundamental changes to the Bylaws are found throughout the document:

a). Non-Fundamental Revisions Amendment

These include housekeeping changes which are corrections of spelling, capitalization, grammar and small changes in phrasing - but not content - and are shown in the track-change document in red.

Additionally there is alteration of language in places,  striking of redundant phrasing or replacing it with phrasing that better articulates the intent of the Bylaw.

These are all characterized as non-fundamental changes which do not significantly change the Bylaw. Our source for these improvements were from other Cooperatives and from the various attorneys who have submitted Bylaws reviews to the Stewards over the last few years.

The fundamental changes recommended by the Committee and adopted by the Board are submitted to the membership as separate Bylaw Amendments:

b). Fundamental Amendment #1 is (in Sec. 4.1) to increase reserve of operating expenses to one year. This was a recommendation of both the Finance and Bylaws Committees.

c). Fundamental Amendment #2 is (in Sec. 5.6) to allow proxy voting (also impacting Sections 5.4 and 6.3). This will work just like absentee voting (see *below and). There is a corollary Amendment to the Certificate of Incorporation (see the Proxy Resolution).

d). Fundamental Amendment #3 is (in Sec. 5.9) to increase the Board's expenditure authority to $50 thousand. This Bylaw amendment is conditional upon the members adoption of the expansion at the November GMM. A doubling of the size of the store would warrant a doubling of the expenditure allowance.

e). Fundamental Amendment #4 is (in Sec. 6.1 A.) to change the minimum number of Stewards to five (5) to match the established quorum for Board meetings (also impacting Sec. 7.2).

f). Fundamental Amendment #5 is (in Sec. 6.6) to add Indemnification.

g). Fundamental Amendment #6 is (in Sec. 7.5) to add Special Meetings of the Board.

h). Fundamental Amendment #7 is (in Sec. 9.5) to add Depositories.

 ________________________________________________

*Note - these three adjustments are necessary to incorporate the proxy voting. 

Section 5.6  Proxy Voting as follows:

Proxy voting shall be permitted in accordance with Delaware law. The proxy shall be certified and held by the Secretary or designee in a sealed envelope on a form provided  for that purpose to include a specific ballot(s) for a specific General Membership Meeting only.

Section 5.4  Quorum of the Membership

A quorum shall consist of five (5) percent of the membership or thirty-five (35) members whichever is less. All members in good standing, present or in person by proxy, shall have voting rights.

Section 6.3  Vacancies

Mid-term vacancies on the Board of Stewards shall be filled by majority votes of the Board of Stewards as a temporary expedient only when necessary to ensure the quorum needed to conduct business. Notice of a vacancy on the Board of Stewards shall be posted in the store by the Secretary within two working days of receiving confirmation of the resignation or occurrence of the vacancy. Such notice shall also be prominently displayed in the monthly newsletter, or in a special flier available at the registers. The membership shall elect its choice of a replacement Steward at the first General Membership Meeting scheduled to be held at least thirty (30) days, but not more than forty-five (45) days, after the posting of the vacancy. If no such General Membership Meeting is scheduled, the membership shall elect its choice of a replacement Steward at the first Store Meeting occurring thirty (30) or more days after the posting of the vacancy. All members in good standing may vote in person or by proxy  at this meeting. A replacement Steward is elected to the remainder of the vacating Steward's term.

i). Amendment of Article Seventh of the Certificate of Incorporation to allow proxy voting.

Amend Article Ninth of the Certificate of Incorporation (which Article prohibits voting by proxy) by deleting the same in its entirety and by re-designating existing Article Tenth as Article Ninth.

Please take the next few weeks to read up on our Bylaws Revision Amendments! Each Article will be examined and all of the recommended changes discussed.