[HCoop-Discuss] Bylaws revisions again (adding two seats to the board)

[Nathan Kennedy]

Hello folks,
I'd like to push the bylaws revisions again.  In my new proposal I am 
dropping the rewording of section 405 that a couple members had 
questions about and leaving in only the mechanism for increasing the 
board size from three to five, and the proposal to require 45 days for 
voting and ownership rights to vest in new members.

Please read over this resolution if you are interested and give any 
feedback or opinion on the changes or suggestions on the language.  I 
would like to submit this for a vote shortly; within a week.  I know 
Adam wanted to wait for migration to "complete" before considering this, 
although that is a bit of a moving target--membership is already 
reopened, most of the issues were resolved and most things have been 
migrated although there are a few old stragglers.  More importantly I 
feel that it is essential to have the bylaws revisions in place well in 
advance of the first election under them if we are to have a meaningful 
election, since even if all incumbents were reelected we'd still have 
two more seats to fill.  We don't want candidates to have to scramble to 
throw together their platforms or campaigns, and time is a-flying.  If 
we put it off another month or two, I think we'll have to wait it out 
until next years election cycle, and I think that would be breaking one 
of the promises I made to the membership.

Quick summary of the changes again:
1. Board elections would still occur every year, and it would still be 
three votes per member for three open seats.  The difference is two of 
the three would be for two-year seats, and the top-two vote-getters 
would serve for two years instead of one.  For the first election, all 
five seats would be open and only two would serve two-year terms.

2. New members would have to wait 45 days to vote or get their ownership 
rights in the cooperative (in all other respects they would have the 
same access and privileges as presently).  Previously ownership and 
voting would vest immediately upon payment and approval by the board.  
This change would make it somewhat easier to kick out rogues who join 
the coop to cause trouble and requires a short period of time for people 
to learn about HCoop before they can influence its policy.

-Nathan

Bylaws amendment 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.

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.