1. Confirm Election of Board of Directors 2. Confirm Appointment of Tom Paragi to Seat G 3. Vote on Proposed Amendments to the Bylaws (including amendments from the 8/24/11/ meeting) 4. GREAT TURKEY GIVEAWAY – Prize drawing includes TWO ORGANIC PASTURE FED TURKEYS! 5. Member Comments
I. Confirmation of the following board members elected on Oct. 2, 2011
Seat A: Helen McLean
Seat B: John Dart
Seat C: Robert Leach
Seat D: Richard Seifert
Seat E: Sharon Alden
Seat H: Dr. Ashley May
Seat I: Elijah Lyke
II. Confirmation of the appointment of Tom Paragi to Seat G.
III. Confirmation of the Bylaw Amendments from the 8/24/11 meeting
IV. PROPOSED AMENDMENTS TO BYLAWS (amendments are in bold)
#1. Proposal to change the word “fee” wherever it appears in the bylaws to “equity”. Whereas “equity” is the appropriate term for Membership investment in a cooperative this should appear correctly in these bylaws.
#2. Addition of section e to Article 4: The Cooperative is as Membership Organization
e. Membership Installment Payments: The Board may extend credit to non-members to enable payment of membership equity by installment. The Board shall establish terms and conditions of the installment payment plan. The Board may amend or modify this plan as needed and may allow exceptions in cases of hardship. Voting rights and all other member privileges, including the right to a patronage dividend, shall extend to members who participate in the installment plan and are current with the installments as may be prescribed. Members who are not current with installment payments shall not be eligible to vote and shall not be counted for purposes of establishing a quorum at membership meetings. For members who are not current on their installment payments, patronage dividends shall continue to accrue but may only be applied to the payment of the membership equity still owing.
#3. Addition to section g. of Article 4. Membership Rolls
When, after a period of two (2) years, meeting notices, ballots, and any other correspondence to a member are returned with no indication of a forwarding address or other way to make contact, and there is no patronage recorded, the membership will be considered inactive. Until contact is made or patronage recorded, the membership will remain inactive and voting rights will be suspended.
#4 – Addition to section b of Article 5: Membership Meetings
A quorum equal to ten percent (10%) of the members enrolled and in good standing on the date of mailing the notice of such meeting shall be required to conduct business.
#5 – Addition to Article 7. Board of Directors and Officers
This cooperative shall be governed by a Board of Directors of nine (9) members who shall be elected at the first membership meeting of the cooperative as prescribed in Article 4, Part a. Except as provided in paragraph (b) below, directors shall be elected for a term of two (2) years, and shall serve until their successors have been elected or appointed and shall have qualified.
#6 – Additions to Article 7. Board of Directors and Officers
i. Chief Executive Officer: The Board shall appoint a Chief Executive Officer who may be, but who shall not be required to be, a member of the Cooperative. For the purposes of this section, a General Manager may be considered a Chief Executive Officer. No member of the Board may serve as Chief Executive Officer until one (1) year after discontinuing service as a director. The Chief Executive Officer shall perform such duties and shall exercise such authority as the Board may from time to time vest in the Chief Executive Officer.
j. Committees: The Board, by majority vote, may establish various committees as it deems necessary and advisable to assist the Board in governing the affairs of the Co-op.
k. Policies, Rules and Regulations: The Board shall have the power to make and adopt such policies, rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative. Policies of the Board may be adopted, modified or rescinded only by the vote of a majority of all the directors.
l. Indemnification: To the fullest extent permitted by applicable law, the Board of Directors in its sole discretion, may by majority vote, indemnify a Board member for any loss, damage, or claim incurred by such Board Member by reason of any act or omission performed or omitted by such Board Member in good faith on behalf of the Co-op and in a manner reasonably believed to be within the scope of authority conferred on such Board Member under these bylaws; provided, however, that any indemnity under this section shall be provided out of and to the extent of Co-op assets only, and no other Board Member shall have any personal liability on account thereof.
m. Nominations of Directors:
(1) Nominations: Board of Director candidates may be nominated as follows 1) by the Board, 2.) by a nominations committee as may be commissioned by the Board, or 3) by petition signed by at least twenty-five members. Nominations must be submitted to the Co-op at least forty-five (45) days prior to the annual meeting.
(2) Candidate Information:
(1) The Secretary of the Board shall cause to be distributed with the ballots sent to the members, addresses and resumes of the candidates nominated, specifying separately the candidates put forth by the nominating committee(if applicable), the Board, or the candidates put forth by petition as the case may be. Such specification shall, however, not be included on the printed ballot.
#8 – Addition of a new article – Article 11: Voting by Member
a. Consistent with these Bylaws and at the discretion of the Board of Directors, any vote of the membership, including the election of directors, may be conducted by voting in person, by mail, electronic, or other means, or any combination of these voting methods. Ballots, containing a means of identification of that member’s status as a member, shall be returned by mail, electronically, in person, or any combination of these methods, or by other methods as the Board may determine, in an unmarked, sealed envelope authenticated by the member’s signature, or other authentication procedure as the Board may prescribe. If voting by mail ballot, the secretary shall mail to each member, along with the notice of the meeting, the ballot on each question and a voting envelope.
b. A vote cast by mail, or electronic ballot, shall be counted as if the member were present and voting in person. Thus, mail, electronic or other ballots (as may be established by the Board) shall be counted for purposes of establishing the 10% quorum requirement for annual or special membership meetings. For the purposes of determining the number of members required for a quorum, or to determine the members entitled to notice of an annual or special meeting, the books of the Cooperative shall be deemed closed on the date of mailing of the notice of such meeting.
c. In order to be counted, ballots shall be returned to the Cooperative by a date and time specified in the voting instructions, which shall not be more than thirty (30) days after the date of mailing. Ballots shall be counted no later than seven (7) days from the specified return date.
d. Certification: the Secretary of the Board of Directors, or if the Secretary is unavailable, any officer as chosen by the Board Chair, shall certify any vote by the membership. The Candidates who receive the highest number of votes for their particular seat, shall be deemed the winner. In the event a candidate withdraws before an election is certified, the candidate for that seat with the next highest vote count shall be deemed the winner for that seat. In the event of a tie, the candidates will draw lots, in a manner determined by the Board Chair, to determine the winner.
e. Each member, in good standing, shall be entitled to one (1) vote on each matter submitted to a vote of the members. Unless specifically stated otherwise in these bylaws, voting shall be a simple majority.
f. Members may not vote by proxy. However, a member that is a corporation, association or partnership may designate a representative to cast its vote. In the absence of written notice that a person has been designated to represent a member which is other than a natural person, the member may be represented by any of its principal officers.