Dear Member-Owners, 

We will soon be holding a vote to approve certain amendments to our Articles of Incorporation.  This document is the Food Co-op’s contract with the State of Washington, and as such, our member-owners have a voice in any updates.  Please see an explanation of the changes we hope to make at the bottom of this page.  If you have any questions this document doesn’t answer, I hope you’ll send them to coopboard@foodcoop.coop. 

When holding a member-owner vote, quorum is reached when at least 5% of all active members (members who are current in their capital investment payments or paid in full, and who have shopped at least once in the last 12 months) submit a vote.  The vote passes with a simple majority of those voting.  Member-owners will have the option to vote online (a link will be sent by email, or you will be able to visit our website) or in-store using a paper ballot.  The voting period itself will last 25 days, opening Sept. 8th at 5:30pm and closing Oct. 3rd at 5:30pm.  Just as we did during the recent board elections, the Food Co-op will be donating $1 to the Food Bank for every vote cast!  There will also be a special on-line meeting of the membership held Sept. 8th starting at 5:30pm where member-owners can ask any questions they may have.  For a Zoom invite, please contact boardassistant@foodcoop.coop. 

A little background on how we arrived at this member-owner vote:  the Food Co-op Board of Directors, and in particular its Governance Committee, has spent the last year reviewing and revising the organization’s Articles of Incorporation and its Bylaws, aiming for documents that are transparent and functional, and that prepare the Co-op for future action. Our process involved close consultation with an expert on co-op governing documents, multiple rounds of discussion in our board meetings, a request for review of our drafts’ language from a lawyer familiar with Washington State law as it regards co-ops, and an invitation for feedback on both the draft Articles of Incorporation and the draft Bylaws at a forum of member-owners.  The final steps are this member-owner vote on the Amended Articles of Incorporation, and a full board vote on the revised Food Co-op Bylaws.   

The Governance Committee is recommending that we make the following updates to our Articles of Incorporation: 

1.  Change Article III: Purposes and Powers, Section 1 so that it no longer includes the previous Mission Statement language, but instead reads, “This Corporation is organized for the purpose of operating in accordance with its Mission and Values statements for the mutual benefit of its members.”  This will remove the conflict between the old and new Mission language in our various governing documents and will eliminate the need to update the Articles of Incorporation in the future if/when we update our Mission and Values statements again. 

2. Change part of the wording of Article IV: Memberships, Section 3c from “proposing member initiatives” to “submitting member petitions to the Board of Directors in accordance with the Bylaws,” to more clearly indicate that the specifics of this member right are located in the Bylaws. 

3. Change part of the wording of Article IV: Memberships, Section 5 from “capital contributions shall be redeemed within 90 days after request by the member” to “capital contributions shall be redeemed under terms determined by the Board, provided that the Board has determined that the capital contribution is no longer needed by the Food Co-op” in order to protect the Co-op from the risk of dissolution in the case of sudden economic shock. 

Additionally, our lawyer tells us that in order to fulfill the updated requirements of the Revised Code of Washington, and for greater accuracy, we need to: 

1. Update the language of Article VI: Liability Limitations, Section 1 so that it reads “Member Liability.  No member shall be liable for debts, obligations or liabilities of the Corporation except for debts lawfully contracted between a member and the Corporation.”   

2. Insert a new Article V:  Board of Directors, laying out how a director may be removed from office. 

3. Remove the list of previous directors’ names from Article X, as this list was only a requirement the first time the Articles of Incorporation were filed with the State.  

Thanks again for being ready to vote starting September 8th at 5:30pm!  We much appreciate your participation in this democratic organization. 

Monica 

Chair of the Governance Committee