All Substantive Changes

Without these, the proposal affects member voting rights and therefore cannot be adopted without affirmative vote by 60% of the membership. Passing the provisions in question despite these objections, would open the BSC up to liability under both California Non-Profit Corporation law and California Cooperative Corporation law.

Substantive Change #1: Restrict V.B.4 to non-students

For reasons laid out in depth here, we feel strongly that the proposed section V.B.4 is a fundamental change to members' voting rights, which Board cannot pass without a membership referendum. We would further oppose such a referendum. Instead, we suggest the clause be restricted to non-students:

4. The BSC Board of Directors may vote to remove any individual Board Director that has not fulfilled egregiously violated their fiduciary duties (which may include but is not limited to undisclosed conflicts of interest, substantial negligence or lack of attendance), or has not fulfilled the roles and responsibilities written in this section, V.A. and V.B., of the BSC Bylaws. Director removal may only be considered if: cabinet places it on the board agenda and the agenda is approved by a simple majority, OR if the Board of Directors places it on the agenda by a two-thirds vote.
   a. The Board of Directors must be given two weeks notice before the vote to remove ensues. If the Director being considered for removal is a Student Director, the removal is subject to the approval of the Unit, in accordance with Board Director recall policy and Unit-Level Bylaws. tTheir unit must also be given two weeks notice of the vote.
   b. The individual Board Director under consideration for removal must be given voice in person or in writing, prior to the vote, to offer their circumstance and plea on their behalf.
   c. The motion to remove a non-student board director may be passed by an absolute majority.
   d. The motion to remove a student Board Director may only be passed by unanimous consensus of the remainder of the Board.a simple two-thirds majority.

Non-student Board Directors are the only class of Board Directors who don't already have a mechanism for recall specified in policy. The existing mechanisms for recalling Board Directors are much more difficult, because it should be hard or impossible for anyone other than an elected representative's constituents, to remove them from office.

This applies not only to student Directors but also to the Employee Association's representative. If it would be a breach of contract to curtail the EA's right to select their own representative in this way, then it is also a violation of member rights by the same token.

Alternative Board seat allocations

Alternative #1: Keep External Directors Cooperative

This variation of the first four clauses would accomplish the co-sponsors' stated goal of removing the BSCAA-appointed Director and having Cabinet (not just the President) be the body to suggest non-student Directors.

It differs from the current version in that it only expands the pool of non-student directors to include BSC alumni who are members of another cooperative (BSCAA or otherwise).

1. The President of the BSC Alumni Association may appoint one member of the Alumni Association as a Director. The term of office of the Alumni Association member shall be at the pleasure of the President of the BSC Alumni Association.

1. 2. The BSC Employee Association contract may include a provision for the designation of a Director from among members of the Employee Association. If applicable, this Director will serve at the pleasure of the Employee Association.
2. 3. The President Cabinet may recommend to the Board for approval two up to three additional non-student directors from the BSC Alumni Association and/or the University of California, Berkeley faculty. who (a) are former members of the BSC or a NASCO member cooperative, and (b) are currently members in good standing of another Co-operative Association as defined by California law. The terms of office of these directors shall be at the pleasure of the Board of Directors.

This is consistent with the 4th, 6th, and 7th Rochdale Principles, and avoids the significant problems involved in removing restrictions on external Directors altogether.

Alternative #2: More Proportional

If we are going to be reallocating Board positions away from BSCAA while  keeping the total the same, Board clearly has a mandate to prioritize proportional representation of members above uncooperative  representation of non-members. Board has a chance to make good on the  so-far empty promises members accepted in exchange for our voting rights  in 2015. We submit the following alternative Proposal:

1. The President of the BSC Alumni Association may appoint nominate one member of the Alumni Association former BSC member as a Director, subject to the approval of the Board of Directors by simple majority. The term of office of the Alumni Association member shall be at the pleasure of the President of the BSC Alumni Association Board of Directors of the BSC.
2. 2. The BSC Employee Association contract may include a provision for the designation of a Director from among members of the Employee Association. If applicable, this Director will serve at the pleasure of the Employee Association.
3. 3. The President may recommend to the Board for approval two additional non-student directors from the BSC Alumni Association and/or the University of California, Berkeley faculty.
   4. The remaining members of the Board of Directors shall be elected by the members of the several units. Each unit shall elect one director for each seventy sixty-four members, or fraction thereof, in the residential capacity of the unit. Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.

This would result in Rochdale, Cloyne, and Stebbins - currently the most underrepresented by our electoral college-style apportionment - each getting an additional Board Rep.

New Proposal: Clarify the member referendum requirement

The clear intent of this bylaw was to prevent changes that affect the composition of Board from being made without the membership's express approval. We fear that this proposal will come back in summer or beyond unless we amend this section to make it clear that this is not permissible.

We suggest the following amendment in order to close this loophole:

These Bylaws may be adjusted, amended or repealed in the following manner:

1. By a vote of the membership in which 50% of the members have voted. In order to change a Bylaw, 60% of those casting votes must approve. If a quorum is not met, the Board of Directors shall, by a simple majority, be able to direct a second election.
2. By the assent of the majority of the members of the corporation, as evidenced by their signatures on any petition or other document enumerating the Bylaws to be adjusted, amended, or repealed.
3. By a vote of the majority of a quorum at a member meeting duly called for the purposes of adopting, repealing or amending these Bylaws.
4. By two-thirds majority vote, or more, of the total number of the Board of Directors, providing that twenty-five days written notice is given to all voting members of the Board of Directors (this notice can be waived by the unanimous consent of the entire Board of Directors); provided further that any Bylaws changing the eligibility criteria or the election and determination process for Directors, or fixing or changing the number of Directors , may be adopted, amended or repealed only in pursuance of sections 1 and 2 of this article; and provided that the adoption, amendment or repeal of any Bylaws by the Board of Directors shall be subject to the power of the members to change or repeal the Bylaws in the manner duly prescribed herein.