You’re Invited to Help Update Our By-Laws!
Last year, your Board of Directors updated its Governance Policies. In the process, we noticed that our Co-op’s bylaws could use some updating too. Together with our General Manager, we worked to make our bylaws clearer, simpler, and even more consistent with our values and with the best practices of other food co-ops. (For example, our current bylaws do not allow for recent innovations like electronic voting.)
The process of updating our bylaws was aided by a recently developed set of bylaws provided by our long-time consultants at Cooperative Development Services (CDS). This resulted in a set of proposed bylaws with the same basic meaning but written in clearer and more concise language. At the same time, we made a handful of additions and deletions and wanted to share them with you in advance of presenting the new bylaws for your approval in May. Please read through the new proposed draft bylaws and send along your feedback to glennlower@middlebury.coop. For your reference, the old bylaws are posted here. We would love to have your feedback by March 24th. We’ll include a final draft in the Annual Report and a ballot for voting on them. Here’s a list of significant proposed changes:
- Allow for electronic voting as a convenient way to increase participation in the democratic process.
- Add language to allow for runoff elections in the event of a tie (rather than the Board choosing between the tied candidates, as is currently written).
- Provide language for reconciling the membership records for shareholders who have abandoned shares in the co-op. The three-year cut off for membership being inactive is a VT state law.
- As our co-op has grown to over 5,000 member-owners, our goal is to reduce the required signatures for petitioning a special meeting, from 10% to “5% of the total number of member-owners or 200 member-owners, whichever is less.”
- Add “employees and spouses or family members of employees may not serve as a Director.” Peer co-ops point out the inherent conflict of interest due to employee board members being the employer of the GM who is also their employer.
- Remove “member-owners shall also be permitted to contribute services for additional discounts and other entitlements as determined by the Board.” Our goal is to continue the practice of member-working as long as possible, but remove it from the bylaws to allow flexibility in the future.
- Remove “goods and services at the lowest possible cost”. It is our goal to provide the fairest prices possible to both members and customers, while also balancing other factors such as a fair price to farmers/producers, and fair compensation for employees, all while keeping the co-op financially sustainable.
- Remove “non-profit”, because the Co-op is technically not a 501c3 non-profit. This language was from an earlier era and does not currently legally apply. The Co-op does make a profit (about 2%) most years, pays taxes on those profits and uses them to build a better community.
We’ve also planned a couple of open meetings to give you the opportunity to share your feedback with us in person. The dates and locations of these meetings are as follows:
- Sunday, Mar.17 at 9:00 am…cafe seating area.
- Sunday, Mar. 24 at 9:00 am… cafe seating area.
Cooperatively Yours,
The MNFC Leadership Team, General Manager Glenn Lower, Board of Directors: R.J. Adler, Molly Anderson, Nadine Barnicle, Ilaria Brancoli Busdraghi, Lynn Dunton, Sophie Esser Calvi, Kate Gridley, Ann LaFiandra, Tam Stewart, Louise Vojtisek, and Amanda Warren
