Revise Our Bylaws
Member-owners, this year the Co-op would like to make a simple but important change to our bylaws to make our business more inclusive. We can’t do that without your vote, so here’s what you need to know before the voting period begins on April 1.
The Problem
According to our bylaws, people who want to join the Co-op must buy 10 shares of stock at $5 each, which may be a financial burden for some members of our community. We want to make it easier for people to join.
The Solution
The answer is simple: change our bylaws. With just a few tweaks, someone could join by purchasing shares or by receiving shares from other members who are leaving. (Note: share-transfer eligibility established through Food for All program eligibility.)
What the New Bylaws Would Actually Say
Joining. The revisions would make it easier to join the Co-op if $50—even over time—is something a potential owner simply can’t afford. Under the proposed amendment, people could join by either buying 10 shares or having 10 shares transferred to them.
Issuing Shares. Like above, new language clarifies that shares can be issued to new members via purchase from the Co-op or by transfer from someone leaving.
Transferring and Redeeming Shares. Updated language clarifies the process for transferring shares and makes it consistent with the changes to becoming a member. It also clarifies that it is the Board’s responsibility to approve share transfers.
Please note, this summary is highly simplified. For your review, the complete text of the revised language is posted below, in all its legalese glory.
Why Your Vote Matters
We’re a community-owned business, and we’re not big fans of social-equity barriers to ownership. As a result, we are looking hard at how to be as inclusive and socially equitable as possible.
This change simply makes it easier for more people to join. We can’t revise the bylaws without your approval, so please vote yes to make us more inclusive!
The Legalese
Note: proposed changes are in bold, underlined font.
ARTICLE III: Membership
SECTION 1.
Becoming a Member-Owner. A person, of eighteen (18) years of age, or an entity may become a Member-Owner of the Cooperative:
a. Upon full payment for or agreed transfer of ten (10) shares of Class A Common Stock …
ARTICLE VII: Capital
SECTION 4.
Purchase Issuance of Shares. Each person or organization before admittance into Membership of the Cooperative and issuance of shares shall purchase and make full payment on or have been the recipient of an approved transfer of ten (10) shares of Class A stock.
SECTION 5.
Share Transfer and Redemption.
a. Except as provided in these Bylaws or as required by law, shares in the Cooperative are transferable only upon the approval of the Board of Directors.
b. Any Member-Owner desiring to withdraw from Membership must inform the Cooperative in writing and tender for redemption or transfer all shares owned by the Member-Owner. The Board of Directors may in its discretion authorize the redemption or transfer of shares so tendered. The Any redemption proceeds shall equal either the par value or the book value of the stock, whichever is less.
c. If the Cooperative does not, within sixty (60) days of the tender, purchase all or any part of the holdings tendered, or agree to a transfer, the Member-Owner may dispose of the unpurchased interest elsewhere, subject to the approval of the transferee by a majority vote of the Directors. Any would-be transferee not approved by the Directors may appeal to the Member-Owners at their first regular or special meeting thereafter, and the action of the meeting shall be final. A vote of the majority of the Member-Owners voting at a regular or special meeting may order the Directors to exercise their redemption power or approve of the transferee.
