Proposed Bylaw Amendments

Updated September 1, 2020

The Board of Directors of the Fredericksburg Food Co-op has reviewed the Co-op’s Bylaws and is proposing four amendments to be voted on in conjunction with the 2020 Annual Meeting of the Co-op. Each Bylaw amendment will be voted on separately.

The proposed amendments are set forth below. Each amendment is prefaced with a brief description of its purpose in bold italics. Proposed changes are in regular italics.

Please email the Board of Directors if you have any questions about these proposed amendments.

Proposed Amendment #1:

The proposed amendment would facilitate timely board decisions between regularly scheduled board meetings.

Current Bylaw Section:

4.6 Action without a Meeting. Any action required or taken at a meeting of the Board may be taken by written action affirmed by all of the Directors. The action is effective when affirmed by all of the Directors, unless a different effective time is provided in the action.

Proposed Bylaw Section:

4.6 Action without a Meeting. Any action required of the Board outside of a regular meeting may be taken by a quorum of the Directors by email, telephone or other means of communication authorized by the Board Chair, provided that the action is unanimous. The Secretary shall make a record of the action for inclusion in the minutes.

Proposed Amendment #2:

This amendment would add a section that would permit the removal of a board member who misses 30% or more of regularly scheduled meetings. The current bylaws are silent on removal of a director due to absences.

New Proposed Bylaw Section:

4.9 Board Meeting Attendance: Any Board member may be absent from 30% of regularly scheduled Board meetings each year. The Board may take action to remove a member in violation of this policy. Absences of a member in excess of 30% of the regularly scheduled meetings may be approved by the Board Chair.

Proposed Amendment #3:

The proposed amendment specifies that the board may only transfer the responsibilities of an officer of the Cooperative (for example in the case of the absence of that officer) to another board member.

Current Bylaw Section:

5.8 Transfer of Authority. In case of the absence of any officer of the Cooperative or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any director or employee of the Cooperative.

Proposed Bylaw Section:

Proposed Amendment #4:

Change in Terminology

Where appropriate, throughout the bylaws delete the word “member” — as a reference to a “member” of the co-op — and replace with “owner.” This change is being proposed to place a special emphasis on “ownership” rather than the more passive term “member.”