[A copy of the proposed bylaws can be downloaded here and at the end of this article]
By Paula Wilk, Board President
The Co-op is on the move:
- Sales over $3 million during the fiscal year ending last September 30th, up 9.5% from last year
- Sales high enough to keep our discount from our primary grocery supplier for all 4 quarters of last year – a first!
- More locally-produced products – including produce, olive oil, beans and raw milk
- Sponsorship of local farm tours and testifying at a USDA hearing in support of local growers (see www.foodconspiracy.org)
- Support of community sustainability efforts, including the City Chickens Coop Tour, Solar Rock, and regular contributions to Tucson non-profits.
The Co-op Board is proud of the hard work and successes of Co-op staff and volunteers. The progress made in the last few years confirms our potential to grow and be of greater service to our community. This offers opportunities for Co-op owners who wish to participate.
Do you want to help shape your Co-op’s future? A Co-op election is right around the corner. Not only are there several board vacancies, but this election owners will decide whether to make proposed changes to the current bylaws.
It has been a couple of years since the Co-op gave up its Arizona non-profit status to reincorporate as a Minnesota cooperative. With the reincorporation came a new set of bylaws. Now that the Co-op has had a chance to work with these bylaws, it is a good time to consider possible changes and clarifications and to simplify and add flexibility where feasible.
Over the summer a committee worked with the Co-op’s attorney to review the current bylaws. Initially the focus was on operational and administrative issues, but all bylaws were examined. In October the board voted to submit proposed bylaw amendments to the owners at the 2010 election.
In order to change the bylaws, at least 50 owners must vote on the bylaws and a majority of those voting must vote in favor of amending the bylaws. This means that nothing happens unless owners make it happen.
Please read the proposed bylaw amendments and the accompanying explanations for each change. Then let us know if you have questions or think that something is unclear. Please also remember to vote in the coming election. Your vote can make a difference.
The proposed changes are primarily of a housekeeping nature. Some changes are intended to reflect and support some of the Co-op’s continuing practices. Examples of these include:
- Prohibiting illegal and arbitrary discrimination, while recognizing that an action claimed to be discriminatory may be permissible if legal and reasonable or necessary in the specific circumstances;
- Reinforcing the Co-op’s practice of allowing owners to vote by mail and at the store, rather than limiting voting to persons who attend the annual meeting;
- Clarifying that ownership participation is limited to members of a common household or those associated with an owner organization;
- Requiring, in keeping with the Co-op’s current practice, appointed members of the board of directors to run for the board at the first annual meeting following appointment;
Other changes are intended to eliminate requirements which are not legally necessary and have proved inefficient or burdensome to administer. Examples of these changes include:
- Eliminating a thirty- day advance written notice requirement to suspend participation rights of an owner who fails to meet the share purchase obligation or patronage requirement. Advance notice constitutes a significant administrative burden, and is unnecessary because an owner can regain full rights upon paying the amount an owner previously agreed upon or by resuming patronage at the store;
- Eliminating stock certificates, a vestige of a bygone time. In our digital age, stock certificates are cumbersome and an unnecessary cost; and
- Eliminating allocation of net losses to owners, and instead requiring net losses to be carried back or forward in accordance with their patronage or nonpatronage character.
There are some changes that extend or modify current provisions. Examples of these are:
- Providing notice of the kind of conduct that might be cause for expulsion;
- Allowing the board of directors to change the fiscal year (currently running from October1, through September 30);
- Preventing any significant action from being taken by a small number of owners without notice to all owners;
- Eliminating “fullest extent” indemnification language, which might be subject to attempted misuse;
- Clarifying how board meetings are called;
- Providing that a minority of directors (3) may refer an action of potentially serious consequence to a vote of owners;
- Requiring that all Co-op operations be combined into a single unit for purposes of allocating patronage rebates; and
- Making deferred patronage rebate amounts subject to offset by assessments resulting from tax audit adjustments.
These are most, but not all of the changes. The bylaws with all proposed changes noted, together with an explanation for each change, are available in several locations:
- As a downloadable pdf;
- Posted on the bulletin board at the Co-op at the entry to the grocery section
- In the February 2010 Newsletter.
What if an owner has questions? Questions may be submitted by email to Outreach Coordinator, Torey Ligon. In addition, I will be at the Co-op on Sunday, Feb. 1st from 11 to 1 p.m. to answer questions about the bylaw changes. And questions may be brought to the Meet the Candidates Forum on Saturday, Feb. 6th from 2 to 3 p.m. at the Fourth Avenue Merchants Association office at 434 E 9th St. (SW corner of 9th St. & 3rd Ave.) Please note that the Merchants Association office has moved and it is now several blocks south of the Co-op.
Again, please let us know if you have questions or want to discuss the proposed changes. And, please vote – it’s an easy way that you can help your Co-op make good decisions, and we need your help.