Proposed New Bylaws for the Wedge Community Co-op

The Board of Directors unanimously approved recommending new bylaws for the co-op at the August 12, 2004 meeting. The proposed bylaws enclosed in this newsletter are the "red-lined" version. Current bylaw language that is being replaced is crossed through, proposed new language is underlined and in bold, and language that is not being replaced is in normal type.

Many of the alterations do not represent organizational changes, they merely substitute crisper wording or wording that complies with changes in Minnesota co-op law. For example, State law now requires that cooperatives not be referred to as "associations." The proposed bylaws substitute "cooperative" for "association" throughout the document.

Some sections of the bylaws have been reorganized, with new section numbers. In most cases this does not represent a change of the rules, merely a reordering of the paragraphs and how they are enumerated.

Four provisions in the proposed bylaws represent changes from current practice. These are:

Article II, Section 3 Voting - State Co-op law now allows co-ops to offer members the option of voting by electronic means if it is authorized in the bylaws, so that option is included in the proposed bylaws. This does not mean the Wedge will immediately implement that option, but it gives us the option when the technology is installed.

Article II, Section 5 Quorum - The proposed change here is the quorum (minimum) requirement of ballots for valid elections. Current bylaws require 10% of members holding voting stock. The proposal changes this to 5% of members holding voting stock.

The reduction is to assure that the co-op can achieve valid elections so directors are elected to full terms, rather than appointed to one-year terms if there is not a quorum. With a membership of over 10,000, 5% represents a significant number of members.

Article III, Section 5 (b) Removal by Board of Directors for Cause - This is a new provision that would allow the directors to remove another director by a "super-majority" vote (3/4 of remaining directors) for cause. This would only be invoked for serious dereliction of duty such as consistent failure to attend meetings without legitimate reason, or who have willfully committed violations of the bylaws, board policy, ethics or law. The board could then appoint a replacement director to fill the seat until the next election cycle.

Article V, Section 1 Certificates of Proof of Membership - This changes the official representation of your membership share purchase from the membership card (current bylaws) to the original or carbon membership application form(s). The change recognizes the practical reality that cards wear out and get replaced. If you don't have your carbons, have no fear! The co-op has the originals on file in sturdy metal boxes.