This is the third in a series of Shuttle articles to inform you about Weavers Way’s proposed new bylaws. (See also September, “Why Change the Bylaws?” and December, “What Are the Changes?”). All stories, plus additional information and links to copies of the current and proposed bylaws, are also posted on the Weavers Way website at www.weaversway.coop/bylaws.
by Lisa Hogan, Weavers Way Board
In the Spring Election, April 1 to May 31, you are asked to vote for or against the proposed new Weavers Way Bylaws. The Board has voted unanimously to accept them; now it’s the members’ turn to vote.
We believe that the new bylaws are better for the Co-op and its member-owners. They will simplify and clarify our work, reducing debate over interpretation. Issues of meetings, voting, Board officers and equity are clear for all to understand. Redundant sections have been omitted.
The vote culminates four months of member nput and feedback. In January, the Bylaw Revision Committee held two member meetings to get input on the draft of the revised bylaws and share our thinking. On Jan. 12, a focus group yielded useful feedback and proposals for changes. Many of those changes were made in time for the Jan. 22 open meeting. There again we gained valuable and specific feedback for the proposal.
Concurrently, the proposed bylaws were posted on the Weavers Way website and members gave and received feedback online. Some members also contacted me directly. The final proposal has been reviewed and approved by David Kraut, our legal counsel, as well as by Michael Healy and his associates at Cooperative Development Services (info: www.cdsus.coop), who drafted the bylaws template we worked with. As our consultant, Michael helped to make sure that the lines of responsibility are clear.
Some frequently asked questions (FAQs) and responses are presented here.
Why did you decide to rewrite the Weavers Way Bylaws?
Several suggestions for bylaws changes were pending before the Board. In reviewing the current bylaws, we realized they had been amended piecemeal many times over the years, creating a complex, convoluted and redundant document. Our goal was to simplify governing procedures with a clear document that prepares us for the future.
Where can I read the proposed bylaws?
They are posted in the stores and online at www.weaversway.coop/bylaws. Paper copies are available at the registers.
Why is the purpose statement so short?
The bylaws are our rules for governing only. Elaborated statements of purpose can be found in our Mission and Ends.
Is there only one annual meeting?
Member response led us to state that “at least” one annual meeting will be held, allowing the possibility of two or more. Annual meetings require a considerable amount of work and expense and are attended by approximately 2 percent of members. Many members prefer to look to the Shuttle, the website and our Facebook page to keep up with Weavers Way business.
Why do the bylaws require 5 percent of members to call a special meeting?
This requirement has been reduced from 10 percent of members in the current bylaws in order not to be prohibitive but still to require a significant number to bring an issue to the membership and justify the expense of a meeting.
Under the proposed bylaws, do members have the right to present an important issue to the entire membership?
A written petition by 5 percent of the members will result in a Special Meeting of the membership on an issue (Article 3.2). In addition, 1 percent of the members can request that an item be added to the agenda of a General Membership Meeting (Article 3.4). These member rights assure that members have a way to bring up important issues to the general membership.
What is the process to terminate or reinstate a member or a Board member?
Under the proposed bylaws, the Board has the right to make a final decision on termination of a membership (Article 2.6) or removal of a director (Article 4.6), whereas the current bylaws allow for a decision by the entire membership (Article 3, Section 10; and Article 5, Section 6). The Board believes that the current procedure of having a vote on an individual termination at a membership meeting would be difficult to implement in an organization with more than 5,000 member households; rather, the Board is best equipped to provide the due process and confidentiality that such an individual matter deserves. Neither of these issues has ever come to a vote in the past.
Why is the quorum so low?
The quorum required to conduct business at a membership meeting is 1 percent, in keeping with usual attendance. However, by requiring that 10 percent of active members must vote on all questions, including Board elections and bylawss changes, we are assured that a significant number of members participate on important matters.
Are employees allowed on the Board and may they vote?
Employees are encouraged to run for the Board, although there are currently no seated employee Board members. They may not be present for discussion or votes on personnel matters, including the General Manager’s performance and compensation. They may vote on all other issues.
What does each officer of the Board do?
Article 5 on officers was added to the proposed bylaws upon member suggestion. This article delineates the four officers and is compliant with state law.
Why did you add a new section on Action without a Meeting (Article 4.8)?
This is standard operating procedure with most modern boards in the electronic age. It would only be used if an important, time-sensitive issue came up between Board meetings. Further safeguards require a two-thirds vote for approving and recording the action in the minutes of the next regularly scheduled meeting.
Why are the financial provisions in three articles combined into the new Article 7?
The current bylaws have complicated and outdated procedures. Proposed Article 7 captures the current financial arrangement of Co-op members and their accounts with the Co-op.
What is the difference between Regular Equity and Reserve Equity?
Equity comes from member investment or from Patronage Dividends, which are determined by the Board. The proposed bylaws require that Regular Equity be returned within 60 days of termination of a membership. Reserve Equity is refunded only upon dissolution of the Co-op.Why is there a new article on dissolution (Article 8)?
The current bylaws have no provision for dissolution. While we do not have any intention of dissolving the Co-op, the proposed bylaw provides clear procedures of how such a momentous decision would be made. A proposal to dissolve the Co-op can only be made by the Board or a petition of 10 percent of active members and must be approved by a two-thirds vote of the members.
How do I vote on the proposed bylaws?
The vote on the bylaws is combined with the annual Spring Election for the Board of Directors. Voting begins online and by paper ballot in the stores on April 1, 2015. The responses you may choose are:
Yes, I accept the proposed new Weavers Way Bylaws.
No, keep the Weavers Way Bylaws as they are.
Election results and the decision on the bylaws will be announced May 31 at the Spring General Membership Meeting.
PHILADELPHIA, PA (April 2, 2015) — Glenn Bergman, Weavers Way’s general manager for 11 years, announced today that he is leaving the Co-op to become executive director of Philabundance, the regional nonprofit dedicated to eradicating hunger in the Delaware Valley. Bergman will succeed Mark Bender, the Philabundance interim executive director, on June 1.
“My reason for taking the position at Philabundance is to see if I can help make a difference in reducing food insecurity in our city and region,” Bergman said in a letter to staff and Weavers Way owner-members. “An opportunity was put in front of me that started me thinking that perhaps it is time for me to move on and give someone else the opportunity to run this fantastic organization.”
He added he expects to stay connected to the Co-op through owner committees or perhaps the Board of Directors, and plans to rejoin the board of the nonprofit Weavers Way Community Programs.
“I’m honored and I’m grateful to the Philabundance board for this chance to work with the innovative programming that has made Philabundance a leader in ending hunger in the region,” Bergman said.
A longtime Mt. Airy resident and native New Yorker, Bergman came to Weavers Way in 2004 after a career as a chef and food service manager at Shooting Stars Corp. (the Frog-Commissary restaurant and catering company), the Wood Company and the Compass Group.
“It’s been an exciting 11 years at Weavers Way,” said Co-op Board President Chris Hill. “We’ve grown fourfold in income, staff and impact on the community, and much of it can be attributed to the vision and creative energy of Glenn, and his ability to support members and staff in pursuing initiatives that serve our members and improve the lives of people in Northwest Philadelphia.
“We’ll miss Glenn terribly, but are comfortable with the strength of the current staff, and are confident that we’ll continue to grow and engage with our community in new and exciting ways.”
Jon Roesser, Weavers Way’s human resources director, will take over as interim general manager while the board conducts a national search for a permanent replacement. Roesser came to Weavers Way in 2008 and has played an important role in the Co-op’s growth, including the opening of a second store in Chestnut Hill in 2010.
“Glenn Bergman has a strong understanding of the connections between hunger, food access, health, poverty, and economic policy, and he is eager for Philabundance to take a lead role in advocating for change in our community,” said Murvin Lackey, chairman of the Philabundance board. “This, combined with his deep industry knowledge, makes Glenn uniquely qualified to lead the organization into the future."
Lackey added: “Glenn has thought a great deal about the causes of hunger and believes that Philabundance is uniquely positioned to lead a coalition of partners. He has a strong connection to our mission, and sees the opportunity to connect it to a broader community agenda. This aligns well with our strategic plan to alleviate hunger today while working to eliminate hunger forever.”
About Weavers Way: Founded as a buying club in 1973, “the Co-op” now has grocery stores in Mt. Airy and Chestnut Hill, two health and wellness specialty shops and a pet supply store. Weavers Way offers food and other products that are wholesome, sustainable and locally sourced. At Weavers Way, everyone can shop and anyone can join. For information about Food For All, the Co-op’s new initiative to make good food affordable for more members of our communities, visit www.weaversway.coop/food-for-all. For information about Weavers Way, visit our website, www.weaversway.coop.
About Philabundance: Founded in 1984, Philabundance focuses on reducing hunger and food insecurity in the Delaware Valley by providing food access to people in need in partnership with other organizations and individuals. Philabundance works with close to 500 member agencies in 9 counties and serves approximately 72,000 people per week at a cost of 50 cents per meal. For more information about Philabundance, visit www.philabundance.org or call 215-339-0900. If you or someone you know is in need of food assistance, please call Philabundance’s Food Help Line, 800-319-FOOD (3663).
PHILADELPHIA, PA (April 2, 2015) — Glenn Bergman, Weavers Way’s general manager for 11 years, announced today that he is leaving the Co-op to become executive director of Philabundance, the regional nonprofit dedicated to eradicating hunger in the Delaware Valley. Bergman will succeed Mark Bender, the Philabundance interim executive director, on June 1.
“My reason for taking the position at Philabundance is to see if I can help make a difference in reducing food insecurity in our city and region,” Bergman said in a letter to staff and Weavers Way owner-members. “An opportunity was put in front of me that started me thinking that perhaps it is time for me to move on and give someone else the opportunity to run this fantastic organization.”
He added he expects to stay connected to the Co-op through owner committees or perhaps the Board of Directors, and plans to rejoin the board of the nonprofit Weavers Way Community Programs.
“I’m honored and I’m grateful to the Philabundance board for this chance to work with the innovative programming that has made Philabundance a leader in ending hunger in the region,” Bergman said.
A longtime Mt. Airy resident and native New Yorker, Bergman came to Weavers Way in 2004 after a career as a chef and food service manager at Shooting Stars Corp. (the Frog-Commissary restaurant and catering company), the Wood Company and the Compass Group.
“It’s been an exciting 11 years at Weavers Way,” said Co-op Board President Chris Hill. “We’ve grown fourfold in income, staff and impact on the community, and much of it can be attributed to the vision and creative energy of Glenn, and his ability to support members and staff in pursuing initiatives that serve our members and improve the lives of people in Northwest Philadelphia.
“We’ll miss Glenn terribly, but are comfortable with the strength of the current staff, and are confident that we’ll continue to grow and engage with our community in new and exciting ways.”
Jon Roesser, Weavers Way’s human resources director, will take over as interim general manager while the board conducts a national search for a permanent replacement. Roesser came to Weavers Way in 2008 and has played an important role in the Co-op’s growth, including the opening of a second store in Chestnut Hill in 2010.
“Glenn Bergman has a strong understanding of the connections between hunger, food access, health, poverty, and economic policy, and he is eager for Philabundance to take a lead role in advocating for change in our community,” said Murvin Lackey, chairman of the Philabundance board. “This, combined with his deep industry knowledge, makes Glenn uniquely qualified to lead the organization into the future."
Lackey added: “Glenn has thought a great deal about the causes of hunger and believes that Philabundance is uniquely positioned to lead a coalition of partners. He has a strong connection to our mission, and sees the opportunity to connect it to a broader community agenda. This aligns well with our strategic plan to alleviate hunger today while working to eliminate hunger forever.”
About Weavers Way: Founded as a buying club in 1973, “the Co-op” now has grocery stores in Mt. Airy and Chestnut Hill, two health and wellness specialty shops and a pet supply store. Weavers Way offers food and other products that are wholesome, sustainable and locally sourced. At Weavers Way, everyone can shop and anyone can join. For information about Food For All, the Co-op’s new initiative to make good food affordable for more members of our communities, visit www.weaversway.coop/food-for-all. For information about Weavers Way, visit our website, www.weaversway.coop.
About Philabundance: Founded in 1984, Philabundance focuses on reducing hunger and food insecurity in the Delaware Valley by providing food access to people in need in partnership with other organizations and individuals. Philabundance works with close to 500 member agencies in 9 counties and serves approximately 72,000 people per week at a cost of 50 cents per meal. For more information about Philabundance, visit www.philabundance.org or call 215-339-0900. If you or someone you know is in need of food assistance, please call Philabundance’s Food Help Line, 800-319-FOOD (3663).
If you read my September article in the Shuttle, you know a committee of Board members and Management representative spent time during the summer of 2014 revising and updating Weavers Way’s bylaws.
At its September meeting, the Board voted to accept the proposed bylaws. Now they go to the membership for consideration. Visit www.weaversway.coop/bylaws to see the new bylaws (and also the current ones). If you prefer a paper copy, the Co-op Membership office can provide you with one. Just call Membership Coordinator Kirsten Bernal at 215-843-2350, ext. 119.
Feedback is welcome at any time, either posted in the comments section of the web page or emailed to me at lisah43@comcast.net.
Here’s the rest of the timetable: We plan a focus group in January to get member feedback, to be followed by an open meeting for members. By March, approved changes will be made to the document and the final form will be posted online for members. We will ask members to vote on the new bylaws in the spring Board election. Results will be announced at the General Membership Meeting on May 17, 2015.
Here’s some background on the changes.
Our current bylaws are too cumbersome. They are quite detailed and it is hard to tease out exactly what the intention is in some sections. Our committee took the current 10-page document down to five pages that are clearer and should make it simpler for members to become involved in the work of the Co-op.
The bylaws were developed using a template provided by CBLD, Cooperative Board Leadership Development. The template represents the best thinking of the cooperative movement on what a modern day co-op should have in its bylaws. This template has been used as the basis of bylaws for many other co-ops. We think that the new bylaws will make Weavers Way governance more effective.
They have also been reviewed and accepted by our legal counsel, David Kraut.
The proposed changes reflect the current reality of our co-op and make the bylaws more usable by our members. The major changes are:
Eight articles are proposed instead of 10. Article II, the Office address; and Article VI, duties of the four officers of the Board, are deleted. Articles VIII, IX and X have been combined into Article VI, Financial. Articles on Dissolution and Amendments have been added.
An active member is defined as one who upholds the responsibility of equity and abides by Co-op policies. The unit of membership continues to be the household.
One annual meeting is required instead of two. Five percent of members are needed to call a special meeting (down from 10 percent). One percent of members can get an item on the General Membership Meeting agenda (formerly 10 members). This would currently be approximately 53 members. A voting quorum will also be 1 percent of members (instead of 5 percent in the old bylaws).
The Board may appoint someone to fill a vacancy among directors for the remainder of the pertinent term (rather than waiting until the next General Membership Meeting). A director may be removed by decision of two-thirds of the remaining directors. Board action without a meeting requires affirmation by two-thirds of the directors in writing; this allows for actions between meetings by email.
Indemnification has been clarified, and meets Pennsylvania law.
The difference between Regular Equity and Reserve Equity is explained. Equity investments made by members are designated as Regular Equity. Amounts assigned to members’ equity accounts from a patronage rebate may be designated by the Board as Regular Equity or Reserve Equity. Regular Equity is refunded upon termination of membership. Reserve Equity is only refunded upon dissolution of the Co-op.
Dissolution of the Co-op must be approved by two-thirds of the members who participate in the vote. This is a new article that complies with Pennsylvania law.
We are looking for your feedback! So go to www.weaversway.coop/bylaws and read the proposed bylaws. Let us know what you think in the comments section or email me at lisah43@comcast.net. It is our hope that the proposed bylaws will help all members participate effectively in the continued success of Weavers Way.
If you read my September article in the Shuttle, you know a committee of Board members and Management representative spent time during the summer of 2014 revising and updating Weavers Way’s bylaws.
At its September meeting, the Board voted to accept the proposed bylaws. Now they go to the membership for consideration. Visit www.weaversway.coop/bylaws to see the new bylaws (and also the current ones). If you prefer a paper copy, the Co-op Membership office can provide you with one. Just call Membership Coordinator Kirsten Bernal at 215-843-2350, ext. 119.
Feedback is welcome at any time, either posted in the comments section of the web page or emailed to me at lisah43@comcast.net.
Here’s the rest of the timetable: We plan a focus group in January to get member feedback, to be followed by an open meeting for members. By March, approved changes will be made to the document and the final form will be posted online for members. We will ask members to vote on the new bylaws in the spring Board election. Results will be announced at the General Membership Meeting on May 17, 2015.
Here’s some background on the changes.
Our current bylaws are too cumbersome. They are quite detailed and it is hard to tease out exactly what the intention is in some sections. Our committee took the current 10-page document down to five pages that are clearer and should make it simpler for members to become involved in the work of the Co-op.
The bylaws were developed using a template provided by CBLD, Cooperative Board Leadership Development. The template represents the best thinking of the cooperative movement on what a modern day co-op should have in its bylaws. This template has been used as the basis of bylaws for many other co-ops. We think that the new bylaws will make Weavers Way governance more effective.
They have also been reviewed and accepted by our legal counsel, David Kraut.
The proposed changes reflect the current reality of our co-op and make the bylaws more usable by our members. The major changes are:
Eight articles are proposed instead of 10. Article II, the Office address; and Article VI, duties of the four officers of the Board, are deleted. Articles VIII, IX and X have been combined into Article VI, Financial. Articles on Dissolution and Amendments have been added.
An active member is defined as one who upholds the responsibility of equity and abides by Co-op policies. The unit of membership continues to be the household.
One annual meeting is required instead of two. Five percent of members are needed to call a special meeting (down from 10 percent). One percent of members can get an item on the General Membership Meeting agenda (formerly 10 members). This would currently be approximately 53 members. A voting quorum will also be 1 percent of members (instead of 5 percent in the old bylaws).
The Board may appoint someone to fill a vacancy among directors for the remainder of the pertinent term (rather than waiting until the next General Membership Meeting). A director may be removed by decision of two-thirds of the remaining directors. Board action without a meeting requires affirmation by two-thirds of the directors in writing; this allows for actions between meetings by email.
Indemnification has been clarified, and meets Pennsylvania law.
The difference between Regular Equity and Reserve Equity is explained. Equity investments made by members are designated as Regular Equity. Amounts assigned to members’ equity accounts from a patronage rebate may be designated by the Board as Regular Equity or Reserve Equity. Regular Equity is refunded upon termination of membership. Reserve Equity is only refunded upon dissolution of the Co-op.
Dissolution of the Co-op must be approved by two-thirds of the members who participate in the vote. This is a new article that complies with Pennsylvania law.
We are looking for your feedback! So go to www.weaversway.coop/bylaws and read the proposed bylaws. Let us know what you think in the comments section or email me at lisah43@comcast.net. It is our hope that the proposed bylaws will help all members participate effectively in the continued success of Weavers Way.
Weavers Way Co-op belongs to its members and so we are guided by the will of the members, right? Sounds pretty easy, other than the fact that we have nearly 5,300 active member households to accommodate. But not so fast, it’s not just the members who have to be pleased. There are numerous other guidelines that must be met by our once-tiny community store.
Weavers Way is part of the International Cooperative Alliance. This organization is guided by the seven Rochdale Principles by which cooperatives put their values into practice. (You can find them on the website at www.weaversway.coop/rochdale.)
We adhere to these principles enthusiastically as they draw together 268 international and national cooperatives from 93 countries, representing a billion people worldwide.
In our own co-op we have a Mission Statement. Have you read it? It is five paragraphs that lead us as an association. (Find it at www.weaversway.coop/mission.) We are owned by members, cooperative, committed to each other, committed to the community and committed to the environment. Never mind that competing proposals can all comply with the Mission.
Next we have the Ends. Adopted by the Weavers Way Board, the Ends are seven goals that lead us throughout the year. They are themes that we have identified as important to our Co-op’s success. Our management provides a detailed report on our success in meeting our values through our work. This year’s Ends Report was over 20 pages, a colorful document full of photos, graphs and charts, detailing Co-op progress. (You can review the Ends, and the 2013 Ends Report, in the Online Member Center, members.weaversway.coop, under Key Co-op Documents).
In addition, we have a Board Policy Manual that directs the Board governance process. At Board meetings each month we measure ourselves against 19 directives. We monitor governing methods, evaluate our General Manager, our financial condition, as well as relations with staff and members. (The Board Policy Manual is also available in the Online Member Center.)
Along with Board Policy are the Bylaws of the Co-op (also available in the Online Member Center). The Bylaws are specific to seven areas: Membership, Member Meetings, Election of the Board, Committees, Finance, Dissolution and Amendments. This spring I made what I thought was a simple suggestion that we address several amendments to the Bylaws that have been on hold. No surprise, as we have a hard-working Board, we have turned this small project into a review of all the Bylaws.
Through a series of summer meetings and with the use of the Fresh Start Bylaws Template, we have taken our 10-page document down to five pages. (The template is provided by the Cooperative Development Services Consulting Co-op to help co-ops arrive at a document that is easily understood by all members and therefore more useful.) When this draft is final we will bring it to the Spring 2015 General Membership Meeting for a vote.
When you see all the ways we are held accountable, you may understand why the opportunity to simplify one set of standards within our control is so appealing.
You will be hearing more about the proposed Bylaws in the fall when we will ask for members’ input and suggestions. Please stay tuned.
