Yes, it’s true—after much research, careful deliberation, and many conversations with member owners including staff, the revised bylaws are ready to be submitted to you, our owners, for approval.

The bylaws are the fundamental rules that we all as the joint owners of this business set for how the Co-op is to be run. Our motivation to change the bylaws has been driven by the need to be more nimble and responsive to changes in the market, laws, and your desires as owners. Despite these changes, we have kept the fundamental values of the Co-op in mind, and, we believe, have not strayed from our central mission to operate a financially sound retail grocery business giving equal consideration to the needs of all members and recognizing the right of workers to participatory management and a humane work environment.

Here’s more about the process of revising the bylaws as well as highlights of the changes that we propose. (For a line-item view of the changes, visit the web site at www.willystreet.coop.)

How the process began

We began this process with an ad hoc committee of Board members, employees and a few other intereseted owners. The committee spent a long time researching and talking about what needed to be covered by bylaws and researching the bylaws of other co-ops. We talked about what is in our current bylaws and about whether there might be anything in them that could stand to be improved or needed to be updated because of the possibility that we might soon be operating from more than one site. We also talked about the qualities that were key to what the Co-op is that we would want to make sure were left alone or strengthened in any new version of the bylaws. The committee organized several focus groups of interested owners to give us feedback on some of the issues we were considering and prepared some recommendations for the Board. Last summer we held a couple of Q&A sessions for any owners who wanted to discuss the draft as it existed at that point. The Board debated lots of possibilities before arriving at the proposal that is included in this Reader. Here are some of the proposed changes—the numbers in parentheses refer to the section in the new proposed bylaws:

Highlighted changes

  1. Adding a Non-Discrimination Clause (3.3):
    The protected classes listed are taken from the wording used by the City.
  2. Involuntary Termination of Ownership Status (3.8):
    We thought it was important to be explicit about what actions would merit the termination of an owner’s status; both so that we had some recourse if someone actually did these things, and also so that no one could be terminated for arbitrary reasons.
  3. Annual Owner’s Meeting (4.2):
    The current bylaws specify that the meeting has to be in August; the proposal is for it to be within 100 days of the end of the fiscal year.
  4. Special Owner’s Meetings (4.3):
    The current bylaws don’t say anything about who can call a special meeting or how it must be done.
  5. Qualifications to be elected to the Board of Directors (5.2):
    We are proposing to add language stating that Directors must be at least 18 years old, that they be owners in “good standing,” that no more than two employees can be directors at one time and that the General Manager cannot also be a Director.
  6. Recall of Board Members (5.7{3}):
    A section is added describing how the owners can remove a Director if they deem it necessary.
  7. Board Committees (5.14):
    We are proposing to remove any references to what specific committees the Board should have and to add language removing restrictions on non-Director membership on its committees.
  8. Board Approval of the Annual Budget (6.2):
    We are proposing that the Board be responsible for the annual budget and that the requirement in the current bylaws that the owners approve the budget be removed. The size and complexity of the budget has grown enormously over the time since the current bylaws were written and we feel that we will be able to be more nimble in responding to ongoing changes in our performance if the Board has control of the budget and we don’t have to spend months preparing for an owner vote to approve the budget. A consolidated version of the budget would still be published annually and distributed to all owners.
  9. Spending on an Expansion Project (6.4):
    Owner approval of major expansion projects will still be required, but we are proposing that the spending cap be changed from $50,000 to 10% of the Co-op’s equity.
  10. Replacing the Personnel Committee with the Employee Council (7.1):
    With the success of the Co-op and our increased staff size, the current Personnel Committee can no longer adequately represent our staff. A group of committed staff people (a.k.a. the Healthy Workplace Committee) have been working together to come up with a structure and process to get true representation and input from every department in the store. The Personnel Committee and its process have been removed from the bylaws; the establishment of the Employee Council has been added. To learn more about the Employee Council go to willystreet.coop/employee_council.

Owner review and vote

The next step will be for you, the owners, to vote to adopt or reject these new bylaws. We will have a meeting on Sunday, March 9th at 2:30pm in the Community Room, so you can come to learn more about the changes and ask questions. We will also make the opportunity available for you to publish comments about what we are proposing on the website and in the store for everyone else to read prior to the ballot count.

This is an important vote, so we hope you will give us your feedback and vote yes if the changes make sense to you.