The co-op’s bylaws are the guidelines for running our community owned business together. The Board uses them to steer the co-op and the bylaws provide clear direction for the Board, member-owners and the General Manager to establish and follow agreed upon systems. As the co-op grows, need will occasionally arise to modify the bylaws to suit the business’ changing needs.
This year the Board is proposing two changes to the co-op’s bylaws, outlined below. Member-owners will vote on the bylaws changes at the annual meeting on Thursday, May 25, 6:30pm at East Aurora Middle School. There must be at least 50 co-op owners present to achieve quorum any conduct the vote. Please attend!
Proposed Bylaw Amendment to Section 4.6: Clarification that EACM bylaws provide for online voting
EACM hopes to allow owners to cast election votes electronically in the coming years. Online voting would benefit the co-op and member-owners by simplifying the voting process, ensuring anonymity, streamlining the ballot counting process, and saving on printing/postage costs.
As written, our bylaws already give the board authority to determine how voting will be accomplished. In addition, the bylaws provide for written ballots. The proposed amendment simply clarifies that the written ballots can be either paper ballots or electronic ballots, which may be cast electronically. Once online voting becomes available, both paper and electronic ballots will be made available, and member-owners will have the choice in their method of voting. Language change is highlighted and bolded below.
Section 4.6 Voting
Each member-owner shall have one (1) vote upon any matter submitted to a vote of the member-owners. Voting shall be accomplished through methods and means established by the board, including by written ballots which must be provided to all member-owners with the notice of a meeting. Unless otherwise stated in the Certificate of Incorporation or these bylaws, or required by applicable law, all questions shall be decided by a vote of the majority of the member-owners voting thereon. Voting to elect directors, except to fill a vacancy, must be by written ballots, as authorized by the Board. Member-owners shall be allowed to vote on written ballots, until the close of the election period as set by the Board. There shall be no proxy voting. Vacant seats will be awarded to the candidate with the greatest number of votes, and so on until all seats are filled. In the event of a tie for the final seat, the deciding vote will be cast by the Board. Written ballots can be either paper ballots or electronic ballots, which may be cast electronically, as authorized by the Board.
Proposed Bylaw Amendment to Section 5.2: Change to the length of a board member’s term
As written, our bylaws currently end Board terms as soon as their successors (new board members) are elected. When a board officer (President or Vice President) is leaving the board, this could preclude the board from having adequate leadership during transition.
The proposed amendment extends each board member’s term to end at the regularly scheduled board meeting following the election. This will allow for a smooth transition when board officers are cycling off of the board. Language change is highlighted and bolded below.
5.2 Terms and Elections
Directors will be elected for three (3) year terms at the annual meeting of member-owners commencing at the beginning of the first regular meeting of the Board of Directors held after the annual meeting of the member-owners. Terms of office shall be staggered so that one-third (1/3) shall expire in each year. In the event that the total number of directors’ terms (for example a board having eight directors) cannot be staggered exactly in “thirds”, then the Board may take practical measures to adjust the terms or the staggering of such terms in order to best satisfy the intent of having one-third (1/3) of directors’ terms expire each year.
Directors shall hold office until their successors are elected.