Belfast Co-op Proposed Bylaws Changes Q & A and Voting Information
Updated 10/2/2020 – The new Bylaws have passed! At the 9/24 Board of Directors meeting, the final vote was ratified and new bylaws were accepted. Approval for the new bylaws was overwhelmingly positive with 99% of the votes in favor of adopting the changes (529 votes in favor). Thank you for your support and participation in our democratic process. View the new bylaws here.
Updated 9/23/2020 – Voting has finished. Stay tuned for an update on results!
Updated 8/29/2020 to include voting infomation and approved and amended final version.
Over the past two years, the Board of Directors spent many hours
reviewing and refining the Belfast Co-op Bylaws and are bringing forth
proposed changes that we feel are prudent, fair, and necessary. We are
now calling upon you, the Owners, to participate in the democratic
process by reviewing our proposed changes and casting your vote to
approve these changes so that they may take effect.
What are bylaws? Why are they important?
“In general, bylaws should define the basic rights and responsibilities members have in voting and capitalizing the co-op and the basic responsibilities of directors and management. Bylaws should be flexible enough to deal with changing business and market conditions and the general procedures that will be followed to make organizational decisions (not operational decisions). Bylaws should define the co-op’s basic democratic structure and provide the general rules for the internal governance of the co-op, not codify specific decisions or policies” from Cooperative Grocer
Why is the board of directors proposing changes to the bylaws?
Our current bylaws are like an old house with a lot of additions and renovations: All of those changes made sense at the time, but the final house (bylaws!) is not necessarily what we need now, 40 years later. The Board undertook a complete review of the Co-op’s bylaws in order to:
- Simplify language, add clarity, and eliminate redundancy
- Reduce language addressing operational issues
- Ensure flexibility for potential expansion of the Co-op
- Align with current practices of the Co-op and with best practice recommended by co-op governance experts
- Ensure the bylaws are consistent with state law.
How can I see the proposed changes?
- Click here for a side by side comparison of the current bylaws and proposed changes with explanations.
- Click here for a strike-out version featuring red strikeouts for text being removed and blue text for text being added. For reference only. Voting will be based on side by side.
- Paper copies are available at the BOD bulletin board by customer service
How do I learn more?
Update 7/22: The forums have concluded. The Board has amended and approved the final proposal in order to begin the voting period.
The Board is holding two Virtual Owner Forums in July to present the proposals and answer your questions:
Click here to register for the July 16th forum (5:30-6:30pm)Click here to register for the July 21st forum (7:00-8:00pm)
How/when do I vote?
Voting has finished. Stay tuned for an update on results!
Voting will be held electronically, beginning September 1st and running 21 days.Voting information will be sent via e-mail. If you did not receive an e-mail, contact bylawscomm@belfast.coop for your ID and password.For those who require a different option, phone voting is available. See Customer Service for more information or contact bylawscomm@belfast.coop
Why is my vote important?
In order for the new bylaws to take effect, at least 10% of the owners must vote and two-thirds of those votes must be affirmative. Your vote really does make a difference!
What are some of the most notable proposed changes?
Please look at the side by side comparison for the full rationale for all changes.
- Broader non-discrimination language (proposed Article II: Section 2.2)
- All are welcome!
- Broader BOD powers (proposed Article IV: Section 4.1)
- Proposed BOD powers are consistent with the policy governance model we use. The change would allow the Board to set compensation for directors. Keep in mind, the Board has fiduciary responsibilities under state law that require it to ensure the Co-op’s financial sustainability. This provides a check on unreasonable compensation which for several years has been a stipend of $25/month per director, $35/month per officer in the form of a Co-op gift card.
- Provision that the Board cannot take action outside of a meeting of which owners have been notified in advance. (proposed Article IV: Section 4.7)
- This is to provide more transparency in decision making.
- Elimination of reserved positions for staff representatives on the Board (proposed Article IV: Section 4.2)
- This does not mean that staff will be excluded from the Board. It simply means that any staff person who would like to run for the board must be voted in by the ownership like any other director, as opposed to being voted in only by staff.
- Reduction in the maximum number of employee-owner directors who can serve on the Board at one time. (proposed Article IV: Section 4.2)
- As staff are not eligible to serve in most officer positions, more employees on the board reduces the number of directors who can serve in leadership roles. In addition, though employee representation on the board can provide a valuable perspective, having too many staff members on the board can confuse the relationship between the Board and General Manager.
How is the July version different from the January version?
At the annual meeting in March an approved version of the proposed changes was put out to owners for review and comment between March and July. During the time the BOD also sought counsel from a specialist in cooperative equity law. The only changes from the proposal circulated for consultation from March-July 2020, which were approved by the Board at the July 2020 board meeting, are as follows:
● Proposed section 2.6, Termination of Membership: The time period specified for a member-owner to respond has been changed from 30 days to 90 days.
● Proposed section 2.8, Abandoned Equity: It is clarified that the 60-day time period refers to notice of termination, and the following changes were made: “… considered unallocated Abandoned Equity and recorded as part of an unallocated capital reserve. Abandoned Equity is defined as a capital investment in the Co-op not currently allocated attributed to a member-owner. As such, this amount will be retained by the Co-op.”
I have questions, comments, or concerns. Who do I talk to?
- While the comment period for changes is now over, the Bylaws Committee is happy to answer your questions, etc. Send an e-mail to bylawscomm@belfast.coop and a director will get back to you.