Proposed Bylaws Changes

Our bylaws are a contract between the Board of Directors and the Member-Owners that define how People’s will be run – that’s why you have to vote on any changes to them! They define how the work of the Co-op is done. Right now, our bylaws are a bit out of date and prevent us from doing exciting new things like online voting! Making these (and likely more) bylaws changes will help prime us to implement our long-term plan and give us some needed flexibility (like if we ever wanted to change the time of the Annual Meeting) as well as clearer definition (like in Section 3.6 about voting). 

Section 3.1 – Annual Meeting

Current Bylaw 

Section 3.1 – Annual meeting. An annual meeting of owners shall be held during the months of July or August in each year to receive reports on operations and finances, to hold a candidates forum and to conduct such other business as may properly come before the meeting.

Resulting Bylaw

Section 3.1 – Annual meeting. An annual meeting of owners shall be held each year to receive reports on operations and finances and to conduct such other business as may properly come before the meeting. 

Rationale

This change is consistent with Oregon Statute 62.255(2) which authorizes the board to determine the time and place of the annual meeting.  This would allow us to consider times of the year other than July or August, especially if we determine attendance might be improved during less busy months. 

 

Section 3.4 – Notice

Resulting Bylaw

Section 3.4 – Notice. Written notice of the time and place, and in the case of a special meeting the purposes of the meeting, shall be mailed or delivered to each owner not less than 15 days before the date of the meeting. The Co-op shall also endeavor to post the notices of meetings in a timely manner and in a conspicuous place in the Co-op’s store.

Current Bylaw

Section 3.4 – Notice. Written notice of the time and place, and in the case of a special meeting the purposes of the meeting, shall be mailed or delivered to each owner not less than seven days nor more than thirty days before the date of the meeting. The Co-op shall also endeavor to post the notices of meetings in a timely manner and in a conspicuous place in the Co-op’s store.

Rationale

Oregon Statute 62.255(4) requires notice of a member-owner meeting to be not less than 7 days and not more than 30 days.  We wanted to raise the minimum requirement to at least 15 days.  In practice we will always strive to give as much advance notice as possible, with additional reminders as the event draws closer.

 

Section 3.6 – Quorum & Voting

Resulting Bylaw

Section 3.6 – Voting. Voting on all matters that member-owners are entitled to vote upon will be accomplished through a paper ballot or, if the member consents, by electronic ballots, or both, as authorized by the Board. A member who agrees to vote by electronic means in an election is not bound to vote by electronic means in a future election. Unless otherwise specified in these bylaws, notice of the vote shall be posted in a conspicuous place at the Cooperative and communicated by written notice delivered to member-owners’ postal or electronic address, or notice may be given by electronic meansalong with transmission of the electronic ballot, not less than 15 days prior to the end of the election period. Unless otherwise stated in the articles of incorporation, or these bylaws, or required by law, all questions shall be decided by a vote of a majority of the member-owners voting thereon. Proxy voting is not allowed.

Current Bylaw

Section 3.6 – Quorum and voting. Those owners present at a meeting shall constitute a quorum for the transaction of business at any meeting of owners. Except as otherwise set forth in these bylaws, each owner shall have one and only one vote on each issue submitted to a vote at a meeting of owners. Voting by proxy shall not be permitted. Unless otherwise required by law or by these by-laws, issues shall be decided by a simple majority of votes cast except where one or more choices are to be made from several alternatives, in which case the alternative(s) receiving the most votes shall be considered approved. Meetings of owners shall be conducted in such a way that each owner who so desires is given a reasonable opportunity to express his or her views.

 

Rationale

The main purpose of this section is to include the possibility of electronic voting in order to increase voting turnout.  This is just the first step in making electronic voting possible.  Ongoing work by the board and collective management will be done to determine the best methods of utilizing this tool, likely in conjunction with paper ballots.   The goal is to maximize voting access for all member-owners and respect preferences for method of contact and voting.

To clarify this section, 3.6 and 3.7 were divided and re-titled Voting and Quorum, respectively.  

The 3.6 section stating “each owner shall have one and only one vote” has been removed to avoid redundancy as this 1 member = 1 vote remains protected by our articles of incorporation and by Oregon law.

 

Section 3.7 – Voting by Mail Ballots

Current Bylaw

Section 3.7 – Voting by mail ballots. The Board may authorize voting by mail ballot in conjunction with, or in lieu of, a meeting of owners. In such event, the notice of the meeting shall include a copy of the issue to be voted upon, together with a ballot and a voting envelope and notification of the date by which ballots must be returned. Ballots must be returned in a sealed envelope which is authenticated by the owner’s signature. If mail ballots are used in conjunction with a meeting of owners, votes cast by mail ballot shall be counted together with votes cast in person at the meeting. A vote cast by mail ballot shall be equivalent to presence in person by the owner at a meeting of owners.

Resulting Bylaw

Section 3.7 Quorum. At any meeting of the member-owners, or for any vote of the members, a quorum necessary for decision-making shall be 10% of the total number of member-owners or 100 member-owners, whichever is less.

Rationale

In 3.7 the quorum was set at 10% or 100 member-owners. Our goal is to have at least 10% turnout, however the past several years have usually been 6-7% or 300-400 votes. We wanted to include an achievable minimum in order to avoid having an election be nullified and require repeating.

 

Section 4.3 – Nominations, Election, & Terms

Resulting Bylaw

Section 4.3 – Nominations, election and terms. Patron directors may be nominated by the Board, by the nominations committee or by petition signed by at least twenty-five owners and submitted to the Co-op at least forty-five days before commencement of election of directors.

Current Bylaw

Section 4.3 – Nominations, election and terms. Patron directors may be nominated by the Board, by the nominations committee or by petition signed by at least twenty-five owners and submitted to the Co-op at least forty-five days before commencement of election of directors. Patron directors shall be elected by owners by mail ballot within a month following the annual meeting.

Rationale

This section was intended to make it possible for directors to be elected at a time other than the annual meeting. This could be helpful if multiple seats need to be filled mid-term, or if the month of the annual meeting ever changes but directors’ terms are up and re-election needs to occur.