Bylaw Changes 2016
Purple Porch Co-op
2016 Annual Meeting Proposed Bylaws Changes
To all member-owners of the Purple Porch Co-op:
With the help of CDS Consulting (a co-op of co-op experts), the Purple Porch Co-op board of directors recently adopted a new operating system called “policy governance”. We now use it to provide support and accountability to the General Manager and otherwise stay out of the GM’s hair for day-to-day operational issues, instead focusing on the co-op’s future.
CDS Consulting also has a template of by-laws that fit the policy governance mode of organizing a co-op. It makes good sense to change our by-laws to go along with our new way of operating, so that’s what we’ve done.
We modified a few parts of the by-laws template to better fit the Purple Porch Co-op today and into the future. Here is an explanation of the two most significant modifications:
Our present by-laws:
Section 4.3. Quorum. A quorum shall consist of ten percent (10%) of the Membership of the Cooperative.
The proposed by-laws:
3.5 Quorum. At any meeting of the member-owners, or for any vote of the members, a quorum necessary for decision-making shall be 5% of the total number of member-owners or 50 member-owners, whichever is less.
Rationale: As the member-ownership of our co-op expands, gathering 10% of us together for an annual meeting becomes harder and harder. We’ve already had problems with this in recent years, and our continued growth will likely make this harder.
The present by-laws
Section 5.3. Eligibility. Any person holding an individual or household Membership may be elected to the Board of Directors. A maximum of one (1) paid employee of the Cooperative may serve as a director. The following are excluded from serving on the Board of Directors:
The proposed by-laws
4.2 Eligibility. Directors must be member-owners of the Cooperative in good standing. Employees and spouses or domestic partners of employees may not serve as Directors. A person with a conflict of interest so continuing and pervasive that he or she is unable to effectively fulfill the responsibilities of a Director with the Cooperative shall not be qualified to serve as a Director.
Rationale: The Board is the GM’s boss. The GM is the boss of employees. An employee should not be their boss’s boss. (And a spouse/partner of an employee would have the same dual relationship to the GM.)
Purple Porch Co-op current bylaws: http://www.purpleporch.coop/bylaws
Purple Porch Co-op proposed bylaws: https://goo.gl/edJksw