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--- board_of_directors [2025/01/23 17:21] – [LCG Board Of Directors] robeysan
+++ board_of_directors [2025/03/18 14:51] (current) – robeysan
@@ Line 6: / Line 6: @@
   * Arte Chambers <arte.chambers@gmail.com>
-Currently we sit at 6 of 9 board members. Our board has decided to pause elections of new board members and officers in order to regroup and rebuild our committees. New board members will be elected at our next scheduled [[:owners_meeting|Owners Meeting]] (Date's to come).
+===== Officers =====
-===== Officers =====
   * President - (Vacant)
   * Vice President - (Vacant)
@@ Line 16: / Line 14: @@
 ===== Board Meetings =====
-  * Next Meeting TBA
-  * [[https://docs.google.com/document/d/1VOX9H2pAYrWaJnfGIryWku9DQ0B2n2e044xMDfQOx9o/edit?usp=sharing|Working Agenda]]
-==== Minutes ====
-  * 3/13/24
-  * [[https://docs.google.com/document/d/1_ObMUO4hTyNnfu7FMFsQ4not4kHgM9d8/edit?usp=drive_link&ouid=104120858012952517619&rtpof=true&sd=true|2/13/24]]
-  * [[https://docs.google.com/document/d/1kBzJzpTD2LXI4TFGwFB0mmVyQbBQzwmY/edit?usp=drive_link&ouid=104120858012952517619&rtpof=true&sd=true|1/9/24]]
-  * <del>[[https://docs.google.com/document/d/1MjI79xw9zziReWDCy3uxL-Lm8l03sM22/edit?usp=drive_link&ouid=104120858012952517619&rtpof=true&sd=true|12/19/23]]</del>
-===== Bylaws  =====
-[[https://drive.google.com/file/d/1Mkky4HacgscU2JCVYIOQSe10ZjiGQKL2/view?usp=drive_link|Louisville community Grocery Bylaws]] (PDF)
-==== 4.1 NUMBER OF DIRECTORS. ====
-The Board of Directors will consist of up to (9) nine members, all save one of whom will be elected by the members. Three of the nine Directors, or 30% will be Worker Members or will be elected to represent Worker Members. Before there are Worker Members, Representatives for the worker owner interest pro tem will be elected by voting member owners to the Board. When the first Worker Members comes on that person will have the option to replace one of the elected pro tem representatives on the board after a vote for replacement by the majority of the membership; as soon as there are 3 Worker Members, at least one must serve on the board in one of the 3 available seats. One director must be a representative of the Louisville Association for Community Economics (LACE) selected by LACE. All other directors must be members of the Cooperative.
-==== 4.2 BOARD OF DIRECTORS REQUIREMENTS. ====
- The Board of Directors is required to have at minimum 1/3 (one-third) of its directors reside within the neighborhoods of Shawnee, Portland, Russell, Smoketown, Shelby Park, Old Louisville, or within 1 mile of these neighborhoods. Residency will be confirmed by the Board of Directors.
-==== 4.3 ELECTION OF DIRECTORS, STAGGERED. ====
-.3.1 From and after the first annual meeting of the members, the directors of the Cooperative shall be divided into three classes, each class to be as nearly equal in number as possible, said classes to be designated as class I, class II and class III directors.
-.3.2. Each director will be elected for a term of three years. Each director whose term has not expired at the time of the adoption of these Bylaws will continue to hold office until their term expires and until their successors have been duly elected and qualified.
-.3.3 At the first annual meeting of the members there shall be elected eight (8) directors of the Cooperative, as follows: (a) three (3) members of class I directors who shall hold office until the second annual meeting of the members at which second annual meeting the number of class I directors elected to office shall hold office for a term of three (3) years or until their respective successors are duly elected and qualified; (b) three (3) members of class II directors who shall hold office until the third annual meeting of the shareholders at which the number of class II directors elected to office shall hold office for a term of three (3) years or until their respective successors are duly elected and qualified, and (c) two (2) members of class III directors who shall hold office for a term of three (3) years or until their respective successors are duly elected and qualified and following the expiration of their initial term of office the number of class III directors elected shall hold office for a term of three (3) years or until their respective successors are duly elected and qualified. In the first election of directors, all eight (8) directors shall be elected as a single group, and each director shall thereafter be designated as class I, class II and class III by lot.
-==== 4.4 VACANCIES. ====
- Any vacancy on the Board of Directors due to death, resignation, or removal will be filled by a majority vote of the remaining directors on the Board of Directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office. If any duly elected director will be absent for four (4) successive regular board meetings, said director will forfeit directorship.
-==== 4.5. TERM LIMITS. ====
- Directors may serve two (2) consecutive terms if re-elected.
-==== 4.6 DUTIES. ====
- The property and business of the Cooperative will be managed by its Board of Directors. In addition to the powers and authorities these Bylaws expressly conferred upon them, the Board of Directors may exercise all powers of the Cooperative and do all such lawful acts and things as are not by statute or by the Certificate of Association or by these Bylaws directed or required to be exercised or done by the members.
-==== 4.7 REMOVAL OF DIRECTORS OR OFFICERS. ====
-.7.1 At a special meeting of members called expressly for that purpose and in accordance with the requirements to call a special meeting in section 3.2, one (1) or more directors (including the entire Board) may be removed, with or without cause, by a majority vote of the members then entitled to vote on the election of directors.
-.7.2 Any member may bring charges against an officer or director by filing them in writing with the Secretary of the Cooperative, together with a petition signed by ten percent (10%) of the members, requesting the removal of the director or officer in question. The removal must be voted upon at the next annual meeting or special meeting of the Cooperative, and by a vote of the majority of the members but in no event less than a quorum, at such meeting of the Cooperative, may remove the director or officer. The director or officer against whom such charges are made will be informed in writing of the charges at least ten (10) days previous to the meeting and is entitled to an opportunity at the meeting to be heard in person or by counselor or both and to present witnesses, and the person or persons bringing the charges against them is entitled to the same opportunity.
-==== 4.8 REFERENDUM. ====
- Upon demand of one-third of the entire Board of Directors any matter that has been approved or passed by the Board must be referred to the membership of the Cooperative for a decision at the next special or annual meeting, provided that a special meeting is called for this purpose unless an annual meeting is to be held within thirty (30) days from the time of such demand.
-==== 4.9 COMPENSATION. ====
- Directors and directors serving as officers shall not receive any salary or other compensation for their services. A director or officer is entitled, subject to the submission of appropriate documentation, to reimbursement for reasonable expenses incurred in the discharge of Cooperative business.
-==== 4.10 MEETINGS OF THE BOARD. ====
- The Board of Directors may meet immediately after the annual meeting of the members for the purpose of organization and for such other business as may properly come before the meeting, provided a majority of the whole Board is present, or they may meet at such place and time as is agreed upon or upon call of the President.
-==== 4.11 REGULAR MEETINGS. ====
- Regular meetings of the Board of Directors may be held at such time and place as will from time to time be determined by the Board.
-==== 4.12 SPECIAL BOARD MEETINGS. ====
- Special meetings of the Board of Directors may be called by the President on five (5) days’ notice to each director, provided however there may be a meeting of directors without notice, but in such case the entire Board must be present. Special board meetings must be called by the President on the request of not fewer than three (3) directors.
-==== 4.13 MEETINGS BY TELEPHONE. ====
- Members of the Board, or any committee designated by the Board, may participate in a Board or committee meeting by a conference telephone or similarcommunications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.
-==== 4.14 NOTICE OF SPECIAL BOARD MEETINGS. ====
- Notice of a special board meeting or committee meeting stating the place, day, and hour of the meeting must be given to a director in person, by mail, orally by telephone or voice-mail, by email, text message, or social media message, or by other electronic means. Such notice must specify the agenda for the special board meeting or committee meeting, including the purpose of the meeting. Notice sent by mail is considered effective if sent 5 days before a meeting; all other forms of notice are effective if sent 3 days before a meeting.
-==== 4.15 WAIVER OF NOTICE. ====
- A director may waive any notice of any meeting of the Board of Directors as required by this agreement before or after the date and time of the meeting stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes of such meetings. A director’s attendance, including by conference call or other means at a meeting waives any required notice to the director of the meeting, unless the director objects to holding the meeting or transacting business at the meeting promptly upon the director’s arrival and does not vote for or assent to action taken at the meeting.
-==== 4.16 BOARD MEETING QUORUM. ====
- A majority of the number of directors in office will constitute a quorum for the transaction of business at any board meeting, but if less than a majority is present at a meeting, a majority of the directors may adjourn the meeting without further notice.
-==== 4.17 MANNER OF ACTING. ====
- The act of the majority of the directors present at a board meeting at which there is a quorum will be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Association, or the Act.
-==== 4.18 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING. ====
- Any action which may be taken at a board or committee meeting may be taken without a meeting if written consent setting forth the action so taken is signed or electronically signed by each of the directors or by each committee member. Any such written consent will be inserted in the minute book as if it were the minutes of a board or a committee meeting.
-==== 4.19 RESIGNATION. ====
+  * Board Meetings 3rd Thursday each month virtually at 6pm - [[https://calendar.app.google/E3Krwvfnf38mz5iWA|Calendar Link]]
- Any director may resign at any time by delivering written notice to the President, the Secretary of the Board, or to the registered office of the Cooperative, or by giving oral notice at a directors’ or members’ meeting. Any such resignation takes effect at the time specified, or if the time is not specified, upon delivery thereof, and, unless otherwise specified, the acceptance of such resignation is not necessary to make it effective.
+  * [[https://docs.google.com/document/d/1AXDeuywf2nR7CaF06zQv3JCRHsvjOH6id7GMXMLF13g/edit?usp=drive_link|Running Notes]]
-==== 4.20 CONFLICT OF INTEREST. ====
- Directors shall be under an affirmative duty to disclose any actual or potential conflicts of interest in any matter under consideration by the Board, and such interest shall be made a matter of record in the minutes of the meeting. Directors having such an interest shall be permitted to make a statement with regard to the matter and shall then be required to leave the meeting room. A transaction in which a director has an interest shall be prohibited unless the transaction is fair to the Cooperative and is approved by a majority of all disinterested directors.
-[[https://drive.google.com/file/d/1Mkky4HacgscU2JCVYIOQSe10ZjiGQKL2/view?usp=drive_link|Louisville community Grocery Bylaws]] (PDF)