We’ve talked about it for years, and next month it will happen—we will have a vote on proposed changes to the Willy Street Co-op bylaws. I, as your Cooperative Services Manager, have gone through the document (which is available on www.willystreet.coopand at the Information Station in the store) and identified some changes that would benefit from an explanation. If you have other questions, please contact me at 251-6776 or , or feel free to e-mail the entire Board of Directors at .

Why did we have to rewrite the Bylaws at all?

As you can see in the Comments section of the proposed bylaws (available on www.willystreet.coop or at the Information Station at the store), the Board felt there were many specific improvements to be made. A few of them were considered necessary updates to a document last updated in the mid-’80s, when there were much fewer members than we have now. Among these are removing the requirement for Owner approval of the annual budget; changing the composition of the body representing Co-op staff, and the expenditure amount at which an Owner vote is required. (See below for more information about these and other proposed changes.) The remainder of changes were for clarification and consistency, since changes were being proposed anyway.

Why did you change from articles to sections?

There isn’t any particular requirement about what you call the various parts—or if you call them anything at all. The basic rationale was that the Articles of Incorporation have articles, so in order to differentiate the bylaws we would call them sections. The Board looked at many examples of other bylaws and it is just a question of style.

Why did you remove the mission statement in proposed bylaw 2.1?

It’s not really removed—it’s just referred to as the “purpose” now.

Why did you take out the reference to “eastside” in proposed bylaw 2.1?

Although the Eastside store will always be our “mothership,” with a Downtown store our “concern for community” must take into account a larger area of Madison.

Why is everything renumbered?

Since the Board was proposing a number of changes to the current wording, it seemed like a good idea to examine the basic organization and flow of the concepts through the document. For instance, the current bylaws have several different sections dealing with Ownership issues, but they are separated by sections dealing with other things—it just seemed better to group like things together. (See the “redline” version for exacting wording additions and deletions—online or at the Information Station.)

Does proposed bylaw 6.5 mean we’ll be getting a patronage rebate?

The Board and management have discussed pursuing a patronage rebate. It will likely be three years after the Downtown store is open before the Co-op will post a profit again, meaning that there wouldn’t be a rebate distribution until then, so any further discussion of it has been put on the back burner for now.

Why did you need to include a bylaw about special meetings (4.3 in the proposed bylaws)?

It was added to make it clear what the rules were for the Owners to call a special meeting if there was some issue that they felt that the Board wasn’t being responsive on.

Was there a reason that attendance for Board members at Board meetings needed to be spelled out in proposed bylaw 5.7 b)?

There is already a section in the current bylaws regarding Board member attendance at Board meetings, but we are proposing to change the trigger for being able to remove a non-attending Board member from three consecutive meetings to missing three meetings in a year. It hasn’t been a problem, but a Board member who misses that many meetings is too disengaged to be effective and we really need to have everyone’s participation.

Why did you remove all of those General Manager references in what was previously bylaw 6.2?

The Board’s responsibility to select, evaluate, compensate and fire the General Manager remains the same as before, but since we are proposing to not specify the composition of Board committees in the bylaws, most of that detail will go away.

Will there still be a Finance Committee (current bylaw 8.1 is removed in the proposed revision)?

There might be (or probably will be), but it didn’t seem necessary for the bylaws to say who had to be on it.

Why is the expenditure amount that requires membership approval being increased (bylaw 6.4 of the proposed revision)?

This bylaw is being recommended for a change because it stipulates that any unbudgeted capital expenditure on expansion over $50,000 needs Owner approval; $50,000 bought a lot more in 1974 than it buys now! The Board considers the two-tiered approach (Board approving expenditures over 1% of the Co-op’s total equity, Owners over 10%) to be more streamlined while still maintaining Owner approval over significant expenditures.

Why did you choose to include language to revoke a membership (bylaw 3.8 of the proposed revision)?

The Board wanted to be proactive in forestalling problems in the future. It was included in order to protect the Co-op in these situations and also to protect Owners from being arbitrarily terminated.

Why does proposed bylaw 6.2 remove the requirement of Owner approval of the budget?

Management would still be expected to prepare an annual budget and present to the Board for approval. The Board is elected by the membership to govern the organization—managing the budget is already in their job description.

If this bylaws change proposal is approved, what would Owners still get to vote on (approve) in our Co-op?

Board candidates, unbudgeted expenditures costing over 10% of the Co-op total equity, buying or selling the Co-op’s building(s), any proposed amendments or changes to the bylaws in the future, and recall of a Board member.

Why eliminate the old 9.1, it seemed like a good bylaw?

This is already required by state statute, so having it in the bylaws was superfluous.