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voting-protocol.md

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The following voting protocols for co-op members are taken, in part, of from the 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.