In my previous announcement I neglected to duplicate the full text of the bylaws amendment resolution.
Again, please vote in the next week at: https://members.hcoop.net/portal/poll?vote=12 The text of the resolution is as follows: Resolved, that the bylaws of HCoop Inc. be amended as follows: Modifying Section 203 to read as follows: "Section 203. Each member shall have an equal vote in all general membership decisions, and shall have an ownership interest in the Corporation in proportion to the total amount of the member's business with the Corporation since its incorporation, provided that a member's voting rights and ownership interest shall vest only after 45 days of continuous membership in good standing." Modifying Sections 301 and 302 to read as follows: "Section 301. The board of directors shall consist of five members, divided into three classes. Classes 1 and 2 shall consist of two directors each, serving terms of two years, with each class elected on alternate years. Class 3 shall consist of a single director serving for a term of one year, elected annually. "Section 302. Board elections shall be held annually. Only members in good standing may run as candidates in board elections. Each member may vote for up to three candidates, plus an additional vote for each seat, if any, which had been vacant for the 30 days preceding the election and whose natural term was not scheduled to expire at the regular election. The two candidates receiving the most votes shall serve in the board in Class 1 or 2, whichever term is expiring that year, and the candidate receiving the third most votes shall serve sitting in Class 3. Additional seats, if any, which had been vacant for 30 days preceding the election shall be filled by the next ranked runners-up. In case of ties, run-off elections shall be held with each member casting up to one vote per each of the candidates whose votes are tied." The following section shall be inserted after Section 302: "Section 302-a. For the election in 2008 only, members may vote for up to five candidates, with the two candidates receiving the most votes serving in Class 1 for terms of two years, and the candidates receiving the third through the fifth most votes serving in Classes 2 and 3 for terms of one year. In case of ties, run-off elections shall be held with each member casting up to one vote per each of the candidates whose votes are tied." Modifying Section 305 to read as follows: "Section 305. Vacancies in the board shall not be filled with special elections unless the remaining term exceeds 30 days and the total number of directors remaining is less than a majority of the number of seats, in which case a special election shall be held as soon as practicable to fill all vacant seats. Each member may vote for up to a number of candidates equal to the number of vacancies. Candidates receiving the most votes shall take the respective vacant seats having the most remaining time in the term of that seat's class, and shall serve the remaining term of that seat as if taking the place of the previously vacating director." Inserting the following section after Section 405: "Section 406. The board may take no action unless a quorum of three directors is present and all directors have been given prior notice. Such notice must be at least 48 hours unless the action is approved by a simple majority of the entire board, and all directors may vote by proxy or advance communication without actual presence at any meeting." _______________________________________________ HCoop-Announce mailing list [email protected] https://lists.hcoop.net/listinfo/hcoop-announce
