Board News | Summer Quarterly 2017

Bylaws Changes Approved by the Board

Colin Fiske

At its June meeting, the Co-op’s Board of Directors approved several changes to the Co-op’s bylaws. Bylaw amendments such as these do not adversely affect the rights of members nor change the basic ownership or governance structure of the Co-op, and can be approved by a vote of the board rather than the full membership. Here’s a summary of the recent changes:

• Section 2.08 - To specify that Fair Share status is achieved by purchasing at least $300 in B shares. Before this change, the amount was not specified, and the board could technically have changed it at any time. Now, if the board ever wanted to change the Fair Share investment level, that change would have to be approved by a full vote of the membership. 
• Section 5.16 - To clarify that the board can have advisory committees with members who are not on the Board of Directors. Although the board has long had committees of this type, before this change, the bylaws referred only to executive committees (on which only board members can sit).
• Section 6.01 - To officially change the title of the Co-op’s financial officer from Chief Financial Officer to Treasurer, which has long been the title used in practice. 
• Section 6.01 - To ensure that, although the President is generally an ex officio member of all committees, no President can sit on a committee if doing so would create a conflict of interest (e.g., sitting on the Nominating Committee while running for re-election).
• Sections 10.01 and 10.02 - To allow the Board of Directors to send any proposed bylaws changes to the full membership for a vote, even if doing so is not required. Before this change, the bylaws technically only allowed the board to send bylaw changes to the membership if those changes met certain specific criteria.

Making these changes is important to ensure that our bylaws are consistent with our practices and to enshrine additional membership rights in our governing document. The full text of our current bylaws, as well as the specific changes to the text approved by the board on June 1, can be found at Bylaws Updates.