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Hello (Good) By-Laws

by Jim Monsonis & Dennis Phayre

Members of Honest Weight Food Co-op, Inc. who have been around awhile will remember that in the summer of 2003, under a tent out in the parking lot, we approved a new set of by-laws for the Co-op. The old ones had been amended and revised so many times that they were unworkable, and the new ones did a fine job of bringing the Co-op’s practices up to date.

But even then there were two serious problems with the new by-laws. One was the lack of a process by which the by-laws themselves could be amended; the other was that a new committee within the Coop, the Governance committee, was not adequately described either in its function or in its construction. These two problems, together, led to substantial conflicts and misunderstandings over the next several years.

An ad hoc committee has been working for the past year to remedy the situation, and at the June 2007 membership meeting, the Co-op’s members will be asked to approve a solution to these two problems.

The ad hoc committee, composed of representatives of the Board of Directors, the Collective Management Team, the Governance committee and some members at large, is proposing a revision of the by-laws whereby a by-laws panel is appointed. The Board, management, the Membership committee and the successor to the Governance committee will each appoint two people to the Panel. This body shall have the specific limited purpose of considering any and all suggestions for by-laws revision, developing the proper wording as necessary and proposing any changes to the membership at a membership meeting. We will thus have an ordered, systematic means of considering the inevitable changes to the by-laws that come up from time to time.

In addition, the ad hoc committee clarified the function of the current Governance committee, henceforth to be renamed the Governance Review Council (GRC) — “review,” to make it explicit that its primary function is responsibility for making sure that all parts of the Co-op follow the bylaws; “council,” to distinguish it from the “committees” of the Co-op, which are usually appointed by the Board of Directors.

The GRC is to be a body elected by the members at a membership meeting; the ad hoc committee’s proposal specifies size of the council, term of office, etc., none of which is present in the current by-laws. The proposal clarifies what the relation of the council is to the Board of Directors and what are the specific spheres of responsibility of these two elected bodies.

The ad hoc committee will be hosting two public information meetings where the committee’s proposal will be discussed and suggestions for possible improvements may be made. These meetings will be held at the Co-op on Monday, May 7 and Tuesday, May 15 from 6:30 to 8 pm. Flyers announcing the times and dates of these meetings are posted on the Co-op’s bulletin board. In addition, meeting information may be accessed online via the Co-op’s website (www.honestweight.coop) or in print via the Coop Scoop’s May calendar of events. Copies of the committee’s proposed by-laws changes are available at the Co-op’s membership desk and may also be viewed online.

While a brief discussion of the proposals will take place at the June membership meeting, no changes will be made to proposals at that time; the proposals will simply be voted upon “as is,” in an up-down, yesor- no vote. The reason for doing it this way is because the by-laws are a complex set of interrelated rules and regulations that must be carefully written so as to avoid internal inconsistencies, violations of the law and poorly defined powers. It is therefore incumbent upon all Co-op members to proactively seek out information and discuss these changes in advance, and not wait until the June vote to request that changes be made.

The committee has worked long and hard on developing these mechanisms for maintaining the working structure of the Co-op, and we hope that members will take a good look at the proposals and be prepared to vote upon them at the June membership meeting.

For further information, Co-op members may contact committee members Jim Monsonis (monsonis@taconic.net) or Dennis Phayre (Dennis8@nycap.rr.com) via email, or may speak with committee members/store managers David Jimenez and Cindee Lolik at the Co-op.

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