February 2006

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Board Report: Audit, Sales, Nominations, and More

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Deli News

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Floral News

Producer Profile: Willy Street Co-op Off Site Kitchen

Healthy Convenience Foods

Making the Switch to a Whole Foods-Vegetarian Diet

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Bylaws Committee News

Bylaws are Our Business

by Catherine Leviten-Reid, WSGC Member and Bylaw Committee Member
and Tamara Urich, WSGC Board and Staff Member

“B” is for bylaws, and “b” is for boring. Well, maybe, but maybe not. Although not quite as tantalizing as a trip to the Deli, bylaws are actually a vital part of our business and are worth revisiting as the Co-op grows.

Bylaws are a required and integral part of any cooperative, since they set out guidelines for how the organization is governed. They include rules about how you can join or terminate your membership, procedures for the annual members’ meeting, and the roles and responsibilities of the Board of Directors and committees, to name a few.

Over the past year, an ad hoc committee has been meeting regularly to review the current bylaws. We first identified key areas to revise, which include sections on membership, Directors, finance and participatory management. We then held four focus groups to get feedback. The first group consisted of bond holders, or members who invested in the Co-op for our 1999 expansion. Group two was self selecting, participating in response to postings in the store and in the Reader. The third group was Co-op staff and the final group was high volume purchasers at the Co-op. Member input into this process continues to be solicited through the binder by the dairy case at the back of the store, and by an on-line forum at You can also get to this forum by clicking the link on the homepage of our web site. We have used this input to make draft changes to the bylaws, which we will present to the Board for discussion. With the Board’s feedback, we will make further revisions and present our recommendations to members.

A sample of some of the bylaws we are working on

Article 5: Our bylaws about Directors do not specify term limits. In other words, there is no maximum amount of time that a member can serve on the Board. One question we asked focus group members was whether or not this should be changed. An advantage is that term limits would bring in new people and new ideas, although one could argue that Board elections already serve as a mechanism for bringing in new Directors. Some focus group participants, however, felt that Directors spend a long time building their capacity to govern and that it would be unfortunate to replace them once they became more experienced. Clearly, there are advantages and disadvantages to term limits.

Article 8.35: Currently, this article states that we need member approval to spend over $50,000 on expansion. This figure was established in 1991 when $50,000 was a much larger percentage of our assets. During the focus groups, we discussed changing the article so that member approval would be needed to spend over ten percent of equity on expansion-related activities. This suggestion was well received by focus group participants.

Article 8.2: This article states that our annual budget needs to be ratified by members. However, getting members to approve the budget is very challenging for staff because it requires the document to be prepared six months in advance. As some focus group participants pointed out, however, a check on the Board is important. One compromise we are considering is to replace member ratification with an annual audit.

What do you think?

Would you like more information on these or other potential bylaw revisions? If you go to our web site and click on “About Us,” there’s a link to our current bylaws. If you don’t have access to a computer, then feel free to ask for a copy at the Customer Service desk. A summary of the focus group comments can also be found in the binder by the dairy case. Finally, if you’d like to talk to someone about this on-going work, feel free to e-mail the Board at