During this year’s Annual Meeting, in addition to the traditional vote for Board member candidates you see each year, we have an additional item which are the following proposed Bylaw amendments. These proposed amendments were made after months of deliberation, review, revisions, etc. and were unanimously approved by your Board to be brought forward to the Owners for a vote. To that end, we strongly encourage a yes vote for the adoption of all amendments.
While we certainly understand that reading Bylaw amendments often ranks somewhere between watching paint dry and a good ol’ cavity drilling — they are extremely important for any business like ours and we take them very seriously.
If you are not familiar with bylaws — in short, they are the governing rules by which the organization operates. They outline a variety of do’s and don’ts for the organization and establish rules about everything from how shares are issued to how and where meetings are held to patronage refunds, as examples.
We are attaching the full list of all changes in detail so you are able to see and read each one for yourselves (and I do encourage you to do so). While we feel most all of the changes are fairly simple changes which help to ensure there is no ambiguity and/or confusion in the reading of the articles as a whole, I did also want to take a moment to call your attention to a few which we feel strongly help to solidify Chicago Market and ensure these, and future changes (if any), represent the will of the Owners.
2.1.2 - Cooperative Philosophy and Values - We believe in, and adhere to, the Seven Cooperative Principles as adopted by the International Cooperative Alliance — and always will. However, we believe it is clear that our Cooperative has some very specific cultural alignments that can be more strongly expressed and fixed in superior governing documents to guide current and future leaders of our Co-op. To that end, we have added six additional principles we feel will help to do exactly that both now and into the future.
4.6 - Owner Meeting Quorum - The number of Owners required for a quorum to be called, we feel, is woefully inadequate for the size of the Owner base we have today and certainly will be so into the future. To that end, instead of a set number (which only represents a smaller and smaller percentage as we grow) we are suggesting that we adjust to a percentage of Active Owners so that as we continue to grow the number required for quorum grows with us (or shrinks accordingly, if that ever were to be the case).
4.9 - Definition of an “Active Owner” - It is important that the GM and Board act on behalf of the Owners who are still active within the Chicago Market community, so our Bylaw edit here defines simple “Active Owner” requirements:
Meeting equity requirements — you've paid your Ownership in full or are making regular payment plan payments on time.
And at least one of:
You've shopped at the store in the past two years.
You voted in the latest meeting of Owners.
As we grow to tens of thousands of Owners, we know some Owners will move away and fall in love with another amazing co-op elsewhere. We understand that (even though we’ll certainly miss them), but also need to ensure that those who are no longer participating in any way with Chicago Market do not have undue influence over the Owners who are active.
5.2 - Board Size - We strongly suggest that we reduce the size of our Board from 15 (very big by any company standard, not even just co-ops) to 11. We feel that the size of the Board currently is too large to be efficient when fully filled and often requires an undue amount of energy in recruitment to attempt to fill all the seats. Boards of 7-11 are most commonly seen in food co-ops and we feel with our size and scope (now and into the future) 11 will be the right size for our organization.
Article VII - Committees - In short, this section was far too large and detailed for any bylaws and we have shortened it to simplify the section completely. Allowing the Board to still have the ability to create committees (and advisory teams, etc.) as needed. This would have fallen into what we would consider a small change (as the powers of and limits of the Board were not significantly changed in any way) but we wanted to call it out here as it was large from a word-count change, if nothing else.
12.1 - Bylaw Amendments - Cooperatives benefit, like any business, from stability. Wild swings in governance have been associated with failure and we want to ensure the bar is set quite high for ourselves (and future Boards) on that front. We feel the updated wording and higher percentage required of voting Owners helps to do exactly that.
We welcome any questions you may have both before and/or during the Annual Meeting on September 22, 2022. For questions before, please email [email protected].
Thank you for your time and, as always, your care and consideration in helping us — the Board — to best represent all of the Owners in making this your Chicago Market!
- Matthew Ruffi
Board President, Owner, Volunteer, and future shopper!