[HCoop-Discuss] Bylaws revision - increasing size of board, etc.

[Nathan Kennedy]

Hello all,

One of the things I put on the table during the last board election, as 
well as recently, was to increase the size of the HCoop board from the 
present three members.  I think we should increase it to five.  The 
present size of the board is too small.  While we can retain the three 
existing officer positions of President, Treasurer, and Secretary, and 
we can implement a centralized management structure, our board should be 
bigger to provide more voices for input, to divide the labor of 
oversight and other directorial tasks, and to ensure that all co-op 
constituencies are represented as the organization grows.  Even for a 
very small organization, three directors is too few.  We started with 
three as a matter of necessity do to our small size, but now it is also 
clear that we can find more than three members who are willing and able 
to serve.

I would like to propose revisions to the HCoop bylaws to make this 
effective, and after some discussion and revision, put them up for 
vote.  I would like to take care of this soon, as we are about to reopen 
membership and the next election is going to be just around the corner.

I propose five as an incremental increase that keeps the number odd.  
Seven might be alright too, but since this is our first increase in the 
size of our board I think it may be best to keep it to five for now.

I would also like to change the seats from being one-year terms.  I 
propose that we have four two-year seats, with two of up for election 
each year, and a fifth seat with a one year term.  In any given year 
there would normally be three open seats; the candidate with third most 
votes would get the one year seat, while the top two-vote getters would 
get two-year terms.  This is a common type of arrangement (in many 
corporations, and similar to the US Senate, for instance) which reduces 
the overhead of the electoral process and provides more continuity.  To 
bootstrap this, the first election of the new board would have all seats 
open, with the 3rd through 5th place vote getters getting one year terms.

Separately, I also suggest changing the bylaws to require members to 
have joined for 45 days in order to be eligible to vote.  This would 
make sure members had time to get familiar with the cooperative and its 
issues as well as reduce the likelihood of attempts by outsiders to 
hijack the co-op.

Let me know what you think,
-Nathan

Proposed resolution:

Resolved, that the bylaws of HCoop Inc. be amended as follows:

Modifying Section 203 to read as follows:
Section 203. Each member shall have an equal vote in all general 
membership decisions, and shall have an ownership interest in the 
Corporation in proportion to the total amount of the member's business 
with the Corporation since its incorporation, provided that a member's 
voting rights and ownership interest shall vest only after 45 days of 
continuous membership in good standing.

Modifying Sections 301 and 302 to read as follows:
Section 301. The board of directors shall consist of five members, 
divided into three classes.  Classes 1 and 2 shall consist of two 
directors each, serving terms of two years, with each class elected on 
alternate years.  Class 3 shall consist of a single director serving for 
a term of one year, elected annually.

Section 302. Board elections shall be held annually.  Only members in 
good standing may run as a candidates in board elections.  Each member 
may vote for up to three candidates.  The two candidates receiving the 
most votes shall serve in the board in Class 1 or 2, whichever term is 
expiring that year, and the candidate receiving the third most votes 
shall serve sitting in Class 3.  In case of ties, run-off elections 
shall be held with the candidates whose votes are tied.

The following section shall be inserted after Section 302:
Section 302-a. For the election in 2008 only, members may vote for up to 
five candidates, with the two candidates receiving the most votes 
serving in Class 1 for two year terms, and the candidates receiving the 
third through the fifth most votes serving in Classes 2 and 3 for terms 
of one year.  In case of ties, run-off elections shall be held with the 
candidates whose votes are tied.

Modifying Section 305 to read as follows:

Section 305. Vacancies in the board shall not be filled unless the total 
number of directors remaining is less than a majority of the number of 
seats, in which case a special election shall be held as soon as 
practicable to fill all vacant seats.  Each member may vote for up to a 
number of candidates equal to the number of vacancies.  Candidates 
receiving the most votes shall take the respective vacant seats having 
the most remaining time in the term of that seat's class, and shall 
serve the remaining term of that seat as if taking the place of the 
previously vacating director.

Modifying Section 405 to read as follows:
Section 405. The board may revise the Corporation's policies or take any 
action on behalf of the Corporation by majority vote of members present 
at any board meeting. The Secretary is responsible for keeping and 
publishing up-to-date editions of the Corporation's policies.

Inserting the following section after Section 405:
Section 406. The board may take no action unless a quorum of three 
directors is present and all directors have been given prior notice.  
Such notice must be at least 48 hours unless the action is approved by a 
majority of the entire board, and all directors may vote by proxy or 
advance communication without actual presence at any meeting.