[HCoop-Discuss] Corrected bylaws amendments for voting (probably starting TOMORROW)

[Nathan Kennedy]

I added Steve Taylor's corrections to the bylaws, and additionally added 
language to ensure than vacancies are filled no later then the next 
scheduled election, unless the vacancy occurs within 30 days of the 
election (to eliminate last-minute resignations and scrambles).

I would like to submit this resolution to the membership for official 
voting starting tomorrow morning (which, in accordance with our bylaws, 
will last one week).  I would appreciate it if anyone would read it over 
again for any other problems.

Thanks,
Nathan Kennedy


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 candidates in board elections.  Each member may 
vote for up to three candidates, plus an additional vote for each seat, 
if any, which had been vacant for the 30 days preceding the election and 
whose natural term was not scheduled to expire at the regular election.  
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.  
Additional seats, if any, which had been vacant for 30 days preceding 
the election shall be filled by the next ranked runners-up.  In case of 
ties, run-off elections shall be held with each member casting up to one 
vote per each of 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 terms of two years, 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 with special 
elections unless remaining term exceeds 30 days and 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.