The Board of Directors has reviewed the Cooperative’s Articles of Incorporation and Bylaws, in a continuing effort to meet the members’ needs today and into the future. Based on that review, the following Bylaw changes are recommended. (Changes are highlighted in red, with deletions shown by strikeout – e.g., delete these words; blocks of text that are unchanged are shown by “…”)
1. EXPLANATION: The following amendment to Article III, Section 6(e) will clarify that in director elections, absentee ballots may only be requested in contested races. This will provide consistency and avoid any conflict with the provision on elections in Article IV, Section 3(b).
Amend Article III (“Meetings of Members”), Section 6 (“Voting by Absentee Signed or Electronic Ballot”), sub. (e) of the Bylaws as follows:
Any member who is unable to attend a meeting of the members may vote on any motion to be considered at the meeting only as follows: …
(e) If ballots for use in voting for a director are not provided to members along with the notice of the meeting, in any race in which there is more than one qualified nominee a member may request a ballot from the Cooperative in such manner as the Board of Directors may specify, and use the same for voting for director in accordance with the provisions of this section. …
2. EXPLANATION: The following amendment to Article III, Section 7(c) will provide a procedure for review and approval of annual meeting minutes closer to when each meeting is held, instead of necessarily having to wait until the next meeting a year later.
Amend Article III (“Meetings of Members”), Section 7 (“Order of Business”), sub. (c) of the Bylaws as follows:
The order of business at the annual meeting of the members, and so far as possible at all other meetings of the members, shall be essentially as set forth in the notice of the meeting and shall include the following: …
(c) Taking action on unapproved minutes of previous meetings of members that have been distributed to the members, however, such minutes may also be approved by the Board of Directors provided they have first published the proposed minutes in the Cooperative’s monthly newsletter, notified members that they have not less than 30 days to request corrections to the minutes as published and the Board has then considered any proposed corrections and taken any action that in the Board’s reasonable judgment is appropriate.
3. EXPLANATION: The following amendment to Article IV, Section 2(b) will establish term limits for directors. A director who has served four consecutive full terms beginning this year will not be eligible for election or appointment to the Board until s/he has been off the Board for at least a year. The amendment also updates the number of terms that expire each year, since the Board has been reduced to seven directors.
Amend Article IV (“Directors”), Section 2 (“Director Districts, Tenure and Qualifications”), sub. (b) of the Bylaws as follows:
(b) Tenure. Directors shall be elected for three-year terms on a staggered basis so that no more than four three of such terms shall expire at each annual meeting. Each director elected shall serve until the annual meeting when the term expires, or until the successor is elected and qualified, subject to the provisions of these bylaws with respect to the removal of directors. A director who has served four consecutive three-year terms starting with the 2021 annual meeting shall not be eligible for election or appointment to the Board until the annual meeting in the year following the year in which the director’s fourth term expired.
4. EXPLANATION: The following amendment deleting Article VI, Section 11 will eliminate the provision on an Executive Committee. The Board believes the provision is unnecessary since most matters merit the attention of the full Board and the Board may create a committee at any time and delegate specific responsibilities to it should the need arise.
Amend Article VI of the Bylaws (“Officers”) by deleting in its entirety Section 11 of that Article (“Executive Committee”).
5. EXPLANATION: The following amendments will restore the earlier term of “general manager” to all references in the Bylaws to the Cooperative’s chief executive officer. This does not limit the Board’s ability to assign any other title to the position that the Board deems appropriate, as provided in Article VI, Section 8.
Amend Article III (“Meetings of Members”), Sections 1 (“Annual Meeting”) and 9 (“Rules of Meeting”); Article VI (“Officers”), Section 8 (“Chief Executive Officer”); Article XI (“Miscellaneous”), Section 2 (“Membership in Other Organizations”); and wherever else the term “chief executive officer” may appear in the Bylaws by replacing “chief executive officer” with “general manager”.