The following voting protocols for co-op members are taken, in part, of
fromthe Bylaws:
Voting Method
Where in-person or electronically, members may vote on all matters that
require a member vote - see below and Member
Responsibilities and the
Bylaws, in the following
manner:
A simply stated yay or nay. This binary voting system is used when
the vote is on a simple matter, if there is pre-determined agreement
that that is all that is needed, or as an initial vote to determine
whether or not there is consensus.
Fist-to-Five.
This nuanced voting system is used if the vote is on a complex
matter or to flesh out the nuance of a matter to find consensus. The
fist-to-five approach allows an opening and visual orientation for
further discussion to find consensus amongst co-op members.
Quorum
A simple majority shall constitute a quorum at any meeting of Members.
In the event a quorum is lost during a meeting, however, the meeting may
proceed. Each member, including each officer who is a member of the
Board, shall be entitled to one (1) vote per member of the Board on any
matter coming before the Board, except, no Director shall vote on any
matter in which she has a pecuniary
self-interest
in any capacity other than as a Council Member of the Cooperative. A
Director who has a pecuniary self-interest may, however, vote on such a
matter if the remaining disinterested Directors ratify the vote on such
matter and deem the decision to be in the best interest of the
Cooperative. Any matter upon which the Board may vote shall require a
two-thirds (67%) super-majority affirmative vote of those present and
voting to pass.
Matters Requiring a Member Vote
Members are responsible for voting on the following matters:
Admission of new Council Members;
Determining which roles are non-Council Member track and which
are, and determining or amending trial period for prospective
Council Members;
Terminating Council Members;
Electing members of Board of Directors;
Accepting new clients;
Annual review of existing clients;
Amending the Bylaws and Articles of Organization;
Change of control event: merger, acquisition, liquidation,
demutualization;
Successful petition by the Council Members to implement: new
work standards (e.g. brick house vs wood frame house technique),
new policies, or new business opportunities;
Adoption of ethics code, statement of values and amendments or
changes thereto; and
Withdrawal of, refusal to cure, or any other action to
intentionally relinquish B-Corp certification.