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.