Board Of Stewards' 2014 Bylaw Amendment Recommendations

Update: For the 2014 General Membership Meeting, Steward Flo Monroe reports -

The outcome for the proposed By-Laws Amendments is that all six proposed amendments were accepted, with little or no opposing votes.

Respectfully submitted,

Flo Monroe

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The Board of Stewards' Six Bylaw Amendment recommendations for presentation by the Bylaws Committee at the 2014 General Membership Meeting are as follows:

Bylaws Amendment 1.

Intends to add a qualification F - Board of Stewards' Waiting Periods for the purpose of avoiding conflicts if interest.

Article VI Board of Stewards

Section 6.1 Number, Election and Qualifications

F. A one year waiting period is required between:

• Board resignation and new employment to the Cooperative
• new employment to the Cooperative and election to the Board
• unsuccessful application for employment to the Cooperative and election to the Board
• termination from Employment at the Cooperative and election to the Board

Bylaws Amendment 2.
Intends to remove the status of "not for profit" and to add the status of "membership" to further clarify the Cooperative's corporate identity statement. Also, to change its registered office to the new address at the new location to be done when the relocation is completed.
Article I - Organization
Section 1.1 Identity
Newark Community Cooperative, Inc. is a not for profit, non-stock membership corporation incorporated under the laws of the State of Delaware, with its principal office in the City of Newark, County of New Castle, State of Delaware. Its registered office in the State of Delaware is located at Suite 105, 280 East Main Street [Suite 209, 230 East Main Street - to be changed upon relocation] in the City of Newark, County of New Castle. The Cooperative shall be its own registered agent at said address. The Cooperative may also have offices at such other places both within and without the State of Delaware as the Board of Stewards may from time to time determine or the business of the Cooperative may require.




Bylaws Amendment 3.
Intends to remove the word dividends, wherever it appears, to reflect current practice and to avoid Federal Securities law complications.
Article IV - Distribution of Surplus
Section 4.1 Return to Members

Any surplus from operations shall be returned to the members of the Cooperative through dividends, higher discounts, or lower markups in the future, or reinvestment in the business, after a reserve of one (1) year operating expenses has been established.

Section 4.2 Dissolution

In the event of dissolution of the Cooperative, any surplus over and above the Cooperative’s debts and expenses, paid-in subscription value of the membership’s certificates, and physical plant payments, all without interest or dividends thereon, shall be distributed equally among those who are shareholders members in good standing at the time of dissolution.

Bylaws Amendment 4.
Further clarification of the terms of proxy voting following adoption of Proxy Voting at the 2013 General Membership Meeting.
Article V - Meetings of Members
Section 5.4 Eligibility of the Membership

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

Section 5.6 Proxy Voting
Proxy voting shall be permitted in accordance with Delaware law. The proxy agent shall be the Secretary or Secretary's designee. 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.




Bylaws Amendment 5.
Intends to forego a refunding of the membership subscription.
Article II - Requirements of Membership
Section 2.4 Rights and Responsibilities of Members
E. The Cooperative shall have the option, upon notice to a member’s last known address, to apply any and all subscription payments or other sums due to the member toward unpaid service charges or other debts owed by the member to the Cooperative.

Section 2.5 Death of Members

For a period of six (6) months after notice of the death of an owner of a membership, the Cooperative shall, upon written request, purchase at subscription price or book value, whichever is less, the membership of the deceased member of the Cooperative.
Section 2.6 5 Inactive MembershipsSection 2.7 6 Expulsion of Members

Any member found to be engaged in “activity contrary to or endangers the effective operation of the Cooperative” may be expelled by a two-thirds (2/3) vote of the Board of Stewards after receiving written notice and after reasonable opportunity for a hearing. Upon expulsion, a member’s shares shall be repurchased by the Cooperative at the subscription price or book value, whichever is less. An expelled member shall have the right to appeal to the next membership meeting at which they shall be given an opportunity to be heard in their own defense, whether in person or by counsel.

Section 2. 8 7 Voluntary Resignation

Memberships may be resigned at any time by submission of a written and signed resignation. Refund of the subscribed amount will be made at book value or par, whichever is less, within six (6) months. Upon cancellation due to resignation, all debts owed the Cooperative, as of the date of resignation, will be deducted from the refund.

Section 2.9 8 Societies, Organizations and Businesses
Article IV - Distribution of Surplus
Section 4.2 Dissolution

In the event of dissolution of the Cooperative, any surplus over and above the Cooperative’s debts and expenses, paid-in subscription value of the membership’s certificates, and physical plant payments, all without interest or dividends thereon, shall be distributed equally among those who are [shareholders members in good standing - change also noted in Bylaws Amendment 3] at the time of dissolution.

Bylaws Amendment 6.
Intends to remove the General Manager as a mandated signatory and to add flexibility by expanding the permissible designees under contractual authority.
Article IX - Fiscal Control
Section 9.6 Contractual Authority

All promissory notes, bonds, mortgages, leases, and contracts designated by the Board of Stewards, together with other papers designated by the Board of Stewards, shall be executed by the President, and/or Treasurer and General Manager, attested and sealed by the Secretary, pursuant to appropriate resolution by the Board of Stewards. If such designated officers are unable to execute, the Board of Stewards may authorize any officer or officers or any agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Cooperation and such authority may be general or confined to specific instances.*

*submission from Bayard Firm's Stephen Brauerman - October 2011 Bylaws revision recommendations.

Key:
Crossed out and colored red = to be deleted.
Bolded, in italics and colored blue = to be added.
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No additional Bylaws Amendments were submitted for consideration at the 2014 General Membership Meeting.

I will be posting a narrative to accompany these amendments in a later post to show how and why the Board decided to make these recommendations this year!