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

[Steve Taylor]

Nathan Kennedy <ntk at hcoop.net> writes:

> 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

                           |candidates  |

> 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

                         |two-year|

> 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.

  ...shall be held with |_the_ -> each member casting up to one vote only for
  one of 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

  [ ...not be filled |unless the remaining term exceeds [xx] days and|
  the total number of... (Does minimum term need to be defined?) ]

> 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.
>
> --

Overall, it looks good; it's comprehensible; thank you.
--