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 31, 6:30pm at East Aurora Middle School. There must be at least 50 co-op owners present to achieve quorum and conduct the vote. Please attend!
Proposed Bylaws Amendment to Sections 5.3 & 5.5
Change permitting the Board to fill vacancies until the next Annual Meeting
Shortly after the 2017 Annual Meeting, a board member resigned with two years remaining in her term. Instead of holding a costly special election, as required by Section 5.5, the Board voted in July 2017 to amend the bylaws permitting the Board to appoint an interim director to serve until the next annual meeting. This change allows the cooperative to save money by avoiding special elections, and follows the bylaws of other established food cooperatives, including Lexington Co-operative Market in Buffalo and GreenStar Natural Foods Market in Ithaca.
Language change is highlighted and bolded below.
Section 5.3 Nominations
. . . The [Nominating] Committee shall also be impaneled in the event of vacancies with a balance in the term of less than one (1) year and such vacancies shall be filled in accordance with Article 5.5 of these bylaws.
Section 5.5 Vacancies
Any vacancy among directors elected by the member-owners may be filled by appointment by the Board of Directors. The appointee shall serve until the next Annual Meeting, at which time the member-owners shall elect a director to complete the pertinent term. The Board must fill vacancies on the Board of one (1) year or less. Only the member-owners can fill vacancies on the Board of more than one (1) year remaining in the term by voting as described in Article 4.6.
Proposed Bylaws Amendment to Sections 11.1 & 11.2
Change eliminating a filing requirement
The bylaws currently require that certified copies of any amendment to the Certificate of Incorporation and to the bylaws be submitted to New York State’s Department of Agriculture and Markets. However, New York State law does not include such a requirement and neither to the bylaws of several other established food cooperatives, including Lexington Co-operative Market and GreenStar Natural Foods Market.
Language change is highlighted and bolded below.
Section 11.1 Amendments to the Certificate of Incorporation
. . . Amendments to the Certificate of Incorporation must be approved and filed with the New York Secretary of State and a certified copy must be submitted to the Department of Agriculture.
Section 11.2 Amendments to the Bylaws
Except as otherwise permitted or required by law, these bylaws may be amended . . . . A certified copy of bylaw amendments must be submitted to the Department of Agriculture and Markets within thirty (30) days after adoption.