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:

Quorum

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.

Eligibility

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.)

Links:

Purple Porch Co-op current bylaws: http://www.purpleporch.coop/bylaws

Purple Porch Co-op proposed bylaws: https://goo.gl/edJksw