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

[Steve Taylor]

Nathan Kennedy <ntk at hcoop.net> writes:

> I added suggested corrections to the bylaws, and additionally added
> language to ensure that 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.

Looks good; time permitting, it's probably better if the sentence
about ties is made consistent/identical in Sections 302 and 302-a, and
that the same sentence about ties be added to Section 305, if needed.
Thanks.

Steve Taylor
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