Proposed Amendment to the Bylaws of Wedge Community Co-op

Article III - Directors

Section 2. (c) No more than one (1) director may be a paid employee of this cooperative at any given time. No Director may be a paid employee of the cooperative at any time.

Rationale:

A director who is employed by the cooperative may not serve on certain key committees nor participate in evaluating or determining compensation for the general manager. Both are major tasks of the board. An employee would have to be excused from any decisions regarding employment policy. On a board of seven, this could hamper the ability of the board to fill all committee positions, and create a situation where a tie vote could occur. Excluding a director from vital board functions, to avoid conflict of interest, creates a situation where the board cannot communicate with complete candor, as some things would be necessarily confidential from the director-employee.

Being in the position of director could be an unfair advantage over other applicants applying for a job or promotion. There is also potential for inappropriate influence over disciplinary actions that might be necessary with the director-employee. A director who is employed by the co-op may be subject to pressure to act as a representative of the staff rather than as a trustee of the cooperative as a whole. The Wedge board has a strong history of directors acting for the good of the entire membership, not for constituencies within the membership. Co-op employees enjoy a level of recognition by the members which might give an unfair advantage when running against non-employee members for a position on the board.

An increasing number of cooperatives around the country have adopted a similar bylaw (most recently, Linden Hills Co-op) and this is recognized by some as a best practice because it keeps roles within the organization clearly delineated.