Annual Meeting, Elections, & Bylaw Changes
The Co-op’s Annual Meeting will be held on May 12 at 6pm via Zoom for the second, and hopefully last, time. As usual, part of the meeting will be the election of Board Members. This year, the election will also include the approval of some changes to our Bylaws.
The Bylaws are one of the two foundational documents of the Co-op. (The other is the Articles of Incorporation.) The Bylaws lay out the general processes by which the Co-op is governed: Ownership, Meetings, the structure of the Board, and other high-level details.
All active owner-members can vote on proposed changes to the Bylaws, and approval requires a 2/3 majority of those voting. Changes are infrequent – the last changes were made in 2009.
Over the past several years, we have been constrained in a few areas by our current Bylaws – mostly in the areas of communication and elections. For instance, our current Bylaws require that paper ballots be used and either mailed in or dropped in a box at the store. We want to allow for some flexibility in this process to encourage more participation by owner-members – such as internet or email voting – but we’re unable to do so based on the rules in the Bylaws.
We decided to modify the Bylaws to allow more options in voting and owner-member communication generally. We also wanted to make sure that we were in compliance with changes in State law, to correct a few typos, and clarify some muddy language.
We’ve spent the last few months scrubbing the Bylaws to this end. We had our lawyer review them as well. We are now ready to submit them to a vote by Skagit Valley Food Co-op owner-members.
The primary changes are:
- Allowing owner-members to optionally supply their email address in addition to, or instead of, their postal address.
- Allowing more ways to announce meetings, such as email.
- Allowing more methods for balloting.
- Clarifying the process for removing a Board member for cause.
- Allowing a person filling a Board vacancy to serve for the remainder of the term of the vacant position.
- Having our lawyer rewrite the Indemnification and Limits of Liability sections to reflect changes in laws and best practices.
Below are the full text of the current Bylaws, proposed Bylaws, as well as a document showing the specific changes.