by Lisa Hogan, Weavers Way Board of Directors

If you read my September article in the Shuttle, you know a committee of Board members and Management representative spent time during the summer of 2014 revising and updating  Weavers Way’s bylaws. 

At its September meeting, the Board voted to accept the proposed bylaws. Now they go to the membership for consideration. Visit www.weaversway.coop/bylaws to see the new bylaws (and also the current ones). If you prefer a paper copy, the Co-op Membership office can provide you with one. Just call Membership Coordinator Kirsten Bernal at 215-843-2350, ext. 119.

Feedback is welcome at any time, either posted in the comments section of the web page or emailed to me at lisah43@comcast.net. 

Here’s the rest of the timetable: We plan a focus group in January to get member feedback, to be followed by an open meeting for members. By March, approved changes will be made to the document and the final form will be posted online for members. We will ask members to vote on the new bylaws in the spring Board election. Results will be announced at the General Membership Meeting on May 17, 2015. 

Here’s some background on the changes.

Our current bylaws are too cumbersome. They are quite detailed and it is hard to tease out exactly what the intention is in some sections. Our committee took the current 10-page document down to five pages that are clearer and should make it simpler for members to become involved in the work of the Co-op.

The bylaws were developed using a template provided by CBLD, Cooperative Board Leadership Development. The template represents the best thinking of the cooperative movement on what a modern day co-op should have in its bylaws. This template has been used as the basis of bylaws for many other co-ops. We think that the new bylaws will make Weavers Way governance more effective. 

They have also been reviewed and accepted by our legal counsel, David Kraut. 

The proposed changes reflect the current reality of our co-op and make the bylaws more usable by our members. The major changes are: 

• Eight articles are proposed instead of 10. Article II, the Office address; and Article VI, duties of the four officers of the Board, are deleted. Articles VIII, IX and X have been combined into Article VI, Financial. Articles on Dissolution and Amendments have been added. 
• An active member is defined as one who upholds the responsibility of equity and abides by Co-op policies. The unit of membership continues to be the household.
• One annual meeting is required instead of two. Five percent of members are needed to call a special meeting (down from 10 percent). One percent of members can get an item on the General Membership Meeting agenda (formerly 10 members). This would currently be approximately 53 members. A voting quorum will also be 1 percent of members (instead of 5 percent in the old bylaws).
• The Board may appoint someone to fill a vacancy among directors for the remainder of the pertinent term (rather than waiting until the next General Membership Meeting). A director may be removed by decision of two-thirds of the remaining directors. Board action without a meeting requires affirmation by two-thirds of the directors in writing; this allows for actions between meetings by email. 
• Indemnification has been clarified, and  meets Pennsylvania law.
• The difference between Regular Equity and Reserve Equity is explained. Equity investments made by members are designated as Regular Equity. Amounts assigned to members’ equity accounts from a patronage rebate may be designated by the Board as Regular Equity or Reserve Equity. Regular Equity is refunded upon termination of membership. Reserve Equity is only refunded upon dissolution of the Co-op. 
• Dissolution of the Co-op must be approved by two-thirds of the members who participate in the vote. This is a new article that complies with Pennsylvania law.

We are looking for your feedback! So go to www.weaversway.coop/bylaws and read the proposed bylaws. Let us know what you think in the comments section or email me at lisah43@comcast.net. It is our hope that the proposed bylaws will help all members participate effectively in the continued success of Weavers Way.

by Lisa Hogan, Weavers Way Board

Weavers Way Co-op belongs to its members and so we are guided by the will of the members, right? Sounds pretty easy, other than the fact that we have nearly 5,300 active member households to accommodate. But not so fast, it’s not just the members who have to be pleased. There are numerous other guidelines that must be met by our once-tiny community store.

Weavers Way is part of the International Cooperative Alliance. This organization is guided by the seven Rochdale Principles by which cooperatives put their values into practice. (You can find them on the website at www.weaversway.coop/rochdale.)

We adhere to these principles enthusiastically as they draw together 268 international and national cooperatives from 93 countries, representing a billion people worldwide.

In our own co-op we have a Mission Statement. Have you read it? It is five paragraphs that lead us as an association. (Find it at www.weaversway.coop/mission.) We are owned by members, cooperative, committed to each other, committed to the community and committed to the environment. Never mind that competing proposals can all comply with the Mission.

Next we have the Ends. Adopted by the Weavers Way Board, the Ends are seven goals that lead us throughout the year. They are themes that we have identified as important to our Co-op’s success. Our management provides a detailed report on our success in meeting our values through our work. This year’s Ends Report was over 20 pages, a colorful document full of photos, graphs and charts, detailing Co-op progress. (You can review the Ends, and the 2013 Ends Report, in the Online Member Center, members.weaversway.coop, under Key Co-op Documents).

In addition, we have a Board Policy Manual that directs the Board governance process. At Board meetings each month we measure ourselves against 19 directives. We monitor governing methods, evaluate our General Manager, our financial condition, as well as relations with staff and members. (The Board Policy Manual is also available in the Online Member Center.)

Along with Board Policy are the Bylaws of the Co-op (also available in the Online Member Center). The Bylaws are specific to seven areas: Membership, Member Meetings, Election of the Board, Committees, Finance, Dissolution and Amendments. This spring I made what I thought was a simple suggestion that we address several amendments to the Bylaws that have been on hold. No surprise, as we have a hard-working Board, we have turned this small project into a review of all the Bylaws.

Through a series of summer meetings and with the use of the Fresh Start Bylaws Template, we have taken our 10-page document down to five pages. (The template is provided by the Cooperative Development Services Consulting Co-op to help co-ops arrive at a document that is easily understood by all members and therefore more useful.) When this draft is final we will bring it to the Spring 2015 General Membership Meeting for a vote.

When you see all the ways we are held accountable, you may understand why the opportunity to simplify one set of standards within our control is so appealing.

You will be hearing more about the proposed Bylaws in the fall when we will ask for members’ input and suggestions. Please stay tuned.

lisah43@comcast.net