The current Board of Directors is proposing a revision of the Co-op's Bylaws. The revised set is available for viewing at the Co-op store, and also online here: "Revised Bylaws":http://www.cgtp.duke.edu/~rinke/DFC/2007_Bylaws.pdf. In a nutshell, the revised bylaws

* bring our bylaws in accordance with statute and federal law;
* eliminate inconsistencies that existed within the old bylaws;
* change the number of Directors to a minimum of seven (7) and a maximum of nine (9);
* clarify the role and duties of Directors, and increase their accountability; and
* articulates members' rights and responsibilities.

See below for a list of resources that were used in compiling the revision. A compilation of articles of the "Cooperative Grocer":http://www.cooperativegrocer.coop
can be found by "clicking here":http://www.cgtp.duke.edu/~rinke/DFC/BylawsComm.pdf. Older versions of PIFC Bylaws, an amendment from '95 and the articles of incorporation can be found "here":http://www.cgtp.duke.edu/~rinke/DFC/old_bylaws.pdf

The need for a bylaw revision is manifold. The Co-op, despite or because of its 36 years in existence, has little institutional memory. In recent years high turnover in the Co-op's Board of Directors has resulted in a lack of continuity in the leadership of the Co-op. The lack of updated written and enforced policies, including the Co-op's bylaws, has been detrimental to the economic and institutional health of the Co-op.

In recent years, the Co-op's Board of Directors had to operate under bylaws that were last revised in 1991. These were clearly outdated since they, for instance, dictated a fair-share investment system and disallowed non-member shopping. Despite the board's best efforts, more up-to-date bylaws, or the amendments or revisions in the meantime, could not be found. Only recently lead the effort to clean up the Co-op's office and to file all Co-op documents to a resurfacing of newer bylaws, and one amendment acted on by the membership in 1995. The newer set of bylaws include suggested revisions by the 2002 Board of Directors, but a record of a referendum for amendment by the membership could not be found. Missing from these records is an amendment to the bylaws that increased the number of board members to ten (10), eight (8) of whom are elected by the members, which is mentioned in the "Fall '95 Member Referendum":http://www.cgtp.duke.edu/~rinke/DFC/bylaws_amendment95.pdf, Section III.C.

Previous bylaws are riddled with inconsistencies or contradictions in timelines for elections and notifications, unclear language and redundancies in various sections. Operational practices, such as giving free "Low Income" memberships to individuals who have an EBT/Food Stamps card, are also not in line with the current set of bylaws where "Low Income Members" are a separate membership class (Article III.Section 1.c.) and an antiquated and slightly discriminatory process is outlined for obtaining a "Low Income" membership. There has also been a major recent issue with Article V.Section1., which stipulates the composition of the Board of Directors. The language in the current bylaws stipulates two Directors who "are appointed by the Co-op management to represent the management on the Board." The language is problematic for one because Board members have a Duty of Loyalty to the Co-op as an organization, and do not represent anybody but the entire membership. It is also unclear as to whether these two appointed Board members are to be chosen from the membership at large, or from the Co-op's employees, or whether they could be individuals other than Co-op members. Furthermore, even though Section 2 of the same article stipulates that employees may not be elected to the Board, Board members have in the past sought and obtained employment at the Co-op during their Board term.

Interpretation issues as these are resolved by the proposed set of revised bylaws. Furthermore, rights of members, the power and purpose of membership meetings, along with a clear and consistent stipulation of time lines, are clarified, the role of the Board of Directors, along with Director's and Officer's duties, are defined, leading to clear expectations and greater accountability.

The following resources were used to prepare this revision of the bylaws:

* North Carolina General Statutes, "Chapter 55A: North Carolina Nonprofit Corporation Act":http://www.ncga.state.nc.us/gascripts/Statutes/StatutesTOC.pl?Chapter=0055A
* Bylaws of other Co-ops, such as from the "Boston Food Cooperative, Inc.":http://www.harvestcoop.com/pages/members/weown/bylaws.html, "Fiddleheads Natural Foods Cooperative, Inc":http://www.fiddleheadsfood.coop/coopBylaws.htm, "Common Ground Food Cooperative":http://www.commonground.coop/bylaws.html, "Davis Food Cooperative, Inc.":http://www.daviscoop.com/bylaws.html, and "Chatham Marketplace, Inc.":http://www.chathammarketplace.coop/
* Articles of the Cooperative Grocer (CG), such as "Assessing the Adequacy of Your Co-op's Bylaws":http://www.cooperativegrocer.coop/articles/index.php?id=40, CG #19, October-November 1988; "Bylaws: How Strong Is Your Co-op's Foundation?":http://www.cooperativegrocer.coop/articles/index.php?id=39, CG #15, February-March 1988; "Should Co-op Staff Serve As Directors?":http://www.cooperativegrocer.coop/articles/index.php?id=144 , CG #44, January-February 1993; "Turnover or Tenure: Should Directors' Terms Be Limited?":http://www.cooperativegrocer.coop/articles/index.php?id=84, CG #30, September-October 1990; and "Director Recruitment: The Nominations Process":http://www.cooperativegrocer.coop/articles/index.php?id=11, CG #2, December-January 1985

Cooperatively yours,
Sven Rinke
PIFC Board of Directors

PS: Note that the Co-op's official name indeed is "*The Peoples Intergalactic Food Conspiracy No. 1, Inc*" - not "People's" - the Co-op's founders must have had a truly global (intergalactic?) vision...