Vote on Proposed Bylaws Amendment During October

Council - Special News


Proposed Bylaws Amendments (That Would Make Member-Owner Capital Contributions Refundable)

Should Article V ("Membership") of the Bylaws of GreenStar Cooperative Market be amended as shown below, in order to make required capital contributions from member-owners refundable (subject to the conditions described in section V.C.4)?

[NOTE: existing language proposed to be deleted is stricken; language proposed to be added is bolded & underlined.]




C. Capital Contributions by Members-Owners ...

4. Provided that doing so will not substantially jeopardize the cooperative's ability to meet its capital needs as may be determined in the sole discretion of Council and according to fiscally prudent standards established by the Council, the cooperative shall, upon request, refund the annual or special capital contributions that were made by a qualified "withdrawing member-owner," subject to the conditions set forth in this section. A withdrawing member-owner is one who, in writing, has relinquished membership, or whose membership has been terminated for failure to meet the conditions of membership, or who has died. To qualify for such as refund, a withdrawing member-owner (or the representative of a deceased member-owner's estate) must first submit to the cooperative a written request for a refund. Any refund shall not exceed the original amount paid by the member-owner, and shall not include interest or dividend of any kind. The cooperative may deduct from any such refund any debt the member-owner owes to the cooperative. All required capital contributions shall be non-refundable, except Iin the event of dissolution of the cooperative, in which case member capital shall be refunded in accordance with Section XV.C.2 of these Bylaws.


E. Suspension, Relinquishment and Termination of Membership

1. Any member A member-owner may voluntarily relinquish his or her that person's membership by submitting a written resignation to the cooperative and returning his or her membership/renewal certificate(s).

2. Failure to meet the conditions of membership,including make timely payment of any required capital contribution shall constitute forfeiture result in suspension of membership, and/or grounds for termination of membership and all related benefits, until such contribution is made, unless the Council establishes a general deadline for delayed payment of such contributions and the member-owner in question fails to meet any such deadline, which failure shall result in automatic termination of that membership.

3. Furthermore, tThe Council may terminate a membership, only for cause, for failure to comply with any other condition of membership, after a hearing to which the member-owner in question has been duly invited upon at least one week's notice, and a two-thirds majority vote by the Council.

4. Membership is deemed terminated upon the death of a member-owner.

5. Reapplication for membership after a membership has been relinquished or terminated, and a capital contribution has been refunded, shall be subject to full repayment of the refund proceeds and a reasonable reprocessing fee, if any.

6. If termination was involuntary (other than failure to make a required capital contribution), the reapplication must be approved by the Council.

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Member-owners should have control over their investment

Pro Statement by Keith Babuszczak, Membership Committee Chair

GreenStar, and all cooperatives, are democratic organizations made up of those who voluntarily join together to support each other and a variety of greater causes. These values were held by the Rochdale Pioneers and are written into the first principle of the International Co-operative Alliance: "voluntary and open membership."

The bylaws change up for a vote throughout October, (ballot and text on p. 6-7), would enable member-owners, when

they choose to leave, to receive a refund of the equity they paid into the cooperative following specific guidelines and only if refunding the money will not put GreenStar in financial risk. Member-owners will not be able to repeatedly leave and join again without paying back their full divestment.

As member-owners, we did more than just join GreenStar. We examined our consciences and resources, and invested in the cooperative. Member-owners should have control over their investment. This should include being able to voluntarily withdraw their investment and ownership stake. There are many reasons member-owners may wish to divest; for example, they may

move and want to invest in a local cooperative elsewhere.

GreenStar enjoys many benefits from the federal and state government. By allowing refundable equity when member-owners choose to leave our co-op, we ensure that we are aligned to various statutes and best practices of cooperatives.

In drafting this change, we researched cooperatives and support organizations throughout the state and nationally. We also got advice from a lawyer who works closely with cooperatives.

Refundable equity follows best practices of cooperatives and promotes voluntary and open membership in GreenStar. We ask that you approve these changes.

–Keith Babuszczak

NOTE to MEMBERS: Whenever a binding vote by the membership is scheduled, the Co-op tries to find members on each side of the issue who will write “pro and con” statements, so voters can be more informed. We were unable to find a Council or other member who was willing to write a statement opposing the change to the bylaws amendment.

2013 vote