Once again I find myself incredibly grateful to the Co-op Voice for its very existence. Thank you for your faithful attention to sharing the many voices in our Co-op which might otherwise not find a listening ear.
Last year the Board of Directors, of which I was then a member, asked the Membership to approve a change in PAR VALUE from $100 per share to $1 per share. The Membership did vote for the change, and this allowed our Co-op to obtain refinancing for the majority of the debt undertaken for our move to our current store, and to come into compliance with legal requirements to keep liquid and accessible the full amount of combined par values of our sold shares.
In other words, if we have sold 14,000 shares over the past 40 years, with a $100 par value we need to keep 1.4 million dollars untouched in the bank. But with a $1 par value we need keep only $14,000 untouched.
In the newly Proposed Restated Certificate of Incorporation, the par value would change back to $100, which would result in non-compliance with the law as soon as we make our next balloon payment, if not sooner. I presume this was done in error (there are other equally troubling errors) but TO PROTECT OUR CO-OP WE MUST VOTE AGAINST THIS PROPOSED RESTATED CERTIFICATE OF INCORPORATION.
I hope you will come and vote on January 28, to say no for now to this poorly detailed proposal.
To the Editors:
I have serious concerns about proposed Bylaws changes linked to the January 28, 2018 Member Meeting notice. The language that sets out to combine pre-April 2016 and post-January 2018 ‘ownership interests’ under multiple names (membership share, share of stock, certificate of membership) is confusing and misleading. As I read the Bylaws, both existing and proposed language uses the term ‘Membership’ to refer to the collective body of Member-Owners who are up to date on their Time Investment obligations and may vote at Membership meetings.
However, proposed language for each of Sections 240.1, 240.4, 260.1, 260.2 and 260.3 refers to a ‘membership share’ or ‘certificate of membership’. This could lead to Owners (currently known as Shareholders) who have not fulfilled Time Investment obligations needed for Member-Owner status, asserting the right to vote at Membership meetings. In proposed changes to Section 120, this is indirectly reinforced by the deletion of ‘Member’ without replacement by ‘Member-Owner’ in the second-to-last sentence regarding participation in governance.
I urge the Board to retract these bylaws changes from the 1/28/2018 Member Meeting agenda, and have the Bylaws Panel revise them to protect and continue our current governance by Member-Owners. Should these changes be voted in, Honest Weight would again be at risk of losing its heart and soul as a unique business governed by its Member-Owner community.
Very truly yours,
The Board has opened the door to the abolition of the member-worker program by its proposed Bylaws revision. In October 2016 we voted for new Bylaws that created the category of Member-Owners as the sole definition of Membership, to distinguish their voting privilege from non-working shareholders.
Please reject the new Board revisions because they fail to distinguish between “Membership” as Shareholder and Voting “Membership” for working members. YOU HAVE NOTHING TO LOSE EXCEPT YOUR VOTE.
The notion of the Member-Owners (i.e., what we used to call working members) being the only shareholders entitled to vote was first attacked about five years ago by the Board by seeking to authorize mail voting by all shareholders.
A more recent attack on the voting membership was an effort by the Board in the fall of 2015 to abolish the member-worker program on the spurious claim that it might run afoul of the minimum wage laws. The result of this Board-generated effort was a major impetus to the Special Membership Meeting on November 30, 2015. At the SMM, the President of the Board was ousted by a vote of well over the required 2/3 of the 700 members voting; four additional members were retained despite votes for ouster in excess of 50%. More significantly, what we then called the member-labor program was endorsed by a near-unanimous vote and the leadership team administration was rejected.
I regard the restriction of voting privileges to member-workers as a crucial characteristic of our Co-operative. I do not know whether this Board INTENDS TO DESTROY THE MEMBER WORKER PROGRAM, or whether they have simply been careless.