Commit e3c37d41 authored by Aaron Wolf's avatar Aaron Wolf

clarify bylaws file is currently outdated draft

parent 3e8bafff
---
title: Bylaws
categories: legal
...
# Snowdrift.coop old Bylaws draft (outdated)
# Snowdrift.coop Bylaws
The following is an outdated, never-adopted Bylaws draft.
We are working to redo the process and much has changed.
This draft of the Bylaws needs formal legal review and will otherwise not go into effect until we have our initial Board in place.
The working process is being tracked at:
See some commentary and discussion on our [co-op page](co-op) and [bylaws-draft notes](bylaws-draft)
- https://gitlab.com/snowdrift/governance/-/issues/76
- https://gitlab.com/snowdrift/governance/-/issues/49
## PREAMBLE: PRINCIPLES
......@@ -15,7 +14,7 @@ See some commentary and discussion on our [co-op page](co-op) and [bylaws-draft
### Section 1. Cooperative Values
As a cooperative organization, Snowdrift.coop values **self-help**, **self-responsibility**, **democracy**, **equality**, **equity**, and **solidarity**. Co-op members accept the ethics of **honesty**, **openness**, **social responsibility**, and **caring for others**.
As a cooperative organization, Snowdrift.coop values **self-help**, **self-responsibility**, **democracy**, **equality**, **equity**, and **solidarity**. Co-op members accept the ethics of **honesty**, **openness**, **social responsibility**, and **caring for others**.
### Section 2. Organizing Principles
......@@ -128,7 +127,7 @@ At least 21 days before any membership meeting, the Board shall provide to all m
### Section 5: Voting
Every Snowdrift.coop member is entitled to a single vote on any office to be filled or issue under consideration for which their member-class is entitled to vote.
Every Snowdrift.coop member is entitled to a single vote on any office to be filled or issue under consideration for which their member-class is entitled to vote.
All elections shall be conducted via a score voting system (see <http://rangevoting.org> for more information) where voters assign each candidate a score from 1 to 10 with an option to register "no opinion". The winner (or winners, if the election is for more than one interchangeable seat) shall be determined by highest average score(s). For positions elected by all member-classes, the scores shall first be averaged by class, then the class averages shall be averaged together to determine the final score for each candidate.
......@@ -210,7 +209,7 @@ The Board shall install an adequate accounting system to meet the requirements o
Representatives may be required to complete any training deemed necessary to carry out their duties, so long as it does not pose an unreasonable barrier to participation. The Board shall conduct a self-assessment of its performance on at least an annual basis and adjust training requirements for the coming year accordingly.
All other powers and authorities of the co-op may be exercised by the Board, subject to the laws of the State of Michigan, to the Articles of Incorporation, and to the Bylaws.
All other powers and authorities of the co-op may be exercised by the Board, subject to the laws of the State of Michigan, to the Articles of Incorporation, and to the Bylaws.
### Section 10: Conflicts of Interest
......@@ -277,7 +276,7 @@ Snowdrift.coop is intended purely as a conduit between patrons and projects. Our
## CHAPTER 10: INDEMNITY AND BONDING
The cooperative shall indemnify and hold harmless each person who serves as a Director or Officer from and against any and all claims and liabilities for action alleged to have been taken or omitted by them in their organizational capacity, and for all legal and other expenses reasonably incurred in connection with any such claim or liability. However, no person shall be indemnified against or be reimbursed for any expense in connection with any claim or liability arising out of their own negligence, willful misconduct, or bad faith. Rights listed here shall not exclude anyone from other rights to which they may be lawfully entitled. The co-op further retains all rights to indemnify or reimburse individuals in any other proper cases.
The Board shall require the Treasurer and any other Officer, agent, or employee of the co-op charged with custody of any of its funds or property to give bond in whatever sum and with whatever surety as the Board shall in its discretion deem fit. The Board may also require any other Officer, agent or employee of the co-op to give bond in whatever amount and with whatever surety as it shall determine. The costs of all such bonds shall be borne by the co-op.
The co-op, its Directors, Officers, employees, and agents shall be fully protected in taking any action or making any payment necessary under this Indemnity Chapter of the Bylaws, or refusing to do so, in reliance on advice from counsel.
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