Montavilla Food Co-operative Board of Directors
Resolution Amending the Board Rules Policy
In order to govern Montavilla Food Co-op well, the board needs: a policy
guiding agendas; an efficient and careful process to consider proposed
spending and policy; a thorough way of recording and communicating
decisions to the co-operative, and a basic procedure manual; and
Resolved that the board enacts the following:
Article 1. The last sentence of Section 7 of the Board Rules Policy is created to
read as follows:
Regular meeting agendas shall be as follows:
(a) Call To Order; and
(b) Announcements; and
(c) Approval of the Minutes; and
(d) Approval of the Agenda; and
(e) Programs and Special Matters; and
(f) Governance Reports (at the first regular meeting of every January and
June reports shall be presented by the officers); and
(g) Management Reports (Reports shall include operations, marketing,
maintenance, information systems, personnel, and finance reports);
and
(h) Recommendations and Reports of Standing Committees; and
(i) Recommendations and Reports of Special Committees; and
(j) Old Business; and
(k) New Business
Article 2. The last sentence of Section 8 of the Board Rules Policy is created to
read as follows:
Organizational meeting agendas shall be as follows:
(a) Call to Order; and
(b) Announcements; and
(c) Seating of the Newly Elected Directors; and
(d) Amendment of the Board Rules
Article 3. The last sentence of Section 9 of the Board Rules Policy is amended to
read as follows:
Special meeting agendas shall be as follows:
(a) Call to Order; and
(b) Such business as is placed on the agenda in the notice
Article 4. Sections 11, 12, and 13 of the Board Rules Policy are created to read
as follows:
S 11 Consideration of Policy.
Montavilla Food Co-operative Board of Directors
Resolution Amending the Board Rules Policy
(a) Written Resolutions. Except for procedural motions, long or
complicated motions should be made as written resolutions. The
president may require that any non-procedural motion be introduced
as a written resolution. Each resolution must include a title and a
brief explanation. A resolution is introduced whenever one of the
following occurs:
a. a motion is made and seconded to adopt the resolution on the floor
of the board; or
b. a committee votes to recommend that the board adopt the
resolution; or
c. any two directors submit to the secretary a written motion and
second to adopt the resolution. Immediately following such a
submission, the president shall refer the motion to whichever
bodies, in accordance with the duties of those bodies, is relevant,
for study and recommendations before action is taken by the
board.
(b) Referral, Numbering and Posting. The board may refer resolutions
which are properly before it to a body before the board takes further
action. Within three days of introduction, the secretary shall assign to
each resolution a unique number according to the order in which it
was introduced, and by which it may be cited. At the time of
introduction a copy of each resolution must be posted online so that it
is available to all members of the co-operative at all times.
(c) Committee Consideration. Within thirty days of the referral of any
motion to adopt a resolution, the bodies to which the resolution was
referred shall consider the motion. The chair shall notify the members
responsible for introducing the resolution, and the principal
stakeholders treated by the resolution.
(d) Fiscal Notes. All resolutions involving the expenditure or receipt of
funds shall carry a fiscal note approved by the treasurer that details
the resolution’s impact upon co-operative finances. A resolution that
does not have attached a fiscal note shall not be in order for board
consideration until such a note is provided unless the board has
waived the requirement by two-thirds vote. Should amendments or
substitutes be developed, the treasurer shall be responsible for
updating the fiscal note, as needed.
(e) Policy Notes. All resolutions that establish or change a co-operative
policy shall be accompanied by a policy note. The policy note should
be approved by the person or persons responsible for executing the
policy. A policy note shall be concise and shall identify the existing
policy, if any, on the issue; and the existing practice if there is no
formally adopted policy; and specify the impact on existing shared
values, plans, policy or practice. A resolution that does not have
attached a policy note shall not be in order for board consideration
until such a note is provided unless the board has waived the
Montavilla Food Co-operative Board of Directors
Resolution Amending the Board Rules Policy
requirement by a two-thirds vote. Should amendments or substitutes
be developed, the member who developed the policy note shall be
responsible for updating the note, as needed.
S 12. Recording and Communicating Decisions.
(a) Certification. Persons responsible for administering or enforcing policy
shall be specifically informed by the secretary of new policies and
changes in current policy.
(b) Effective Date of Resolutions. Unless the resolution specifies otherwise,
every resolution shall become effective on the day it is published in
the draft minutes.
(c) Policy Manual. The Montavilla Food Co-op Policy Manual is
established and shall contain the following complete and up-to-date
documents:
a. Oregon Co-operative Law; and
b. Articles of Incorporation of Montavilla Food Co-operative; and
c. Bylaws of Montavilla Food Co-operative; and
d. All policies adopted by the board; and
e. All job descriptions; and
f. All plans adopted by the board; and
g. All budgets adopted by the board.
(d) Policy Manual Distribution. One printed copy of the Manual shall be
maintained up-to-date in a conspicuous place at the co-operative
office for any member of the co-operative who wishes to inspect it at
reasonable times. An online copy of the Manual shall be maintained
up-to-date for any member of the co-operative who wishes to inspect
it at any time.
(e) Policy Manual Revision and Distribution. No more than seven days
after a resolution is published in the draft minutes, and no more than
seven days after errors are corrected by adopted minutes, the
secretary shall issue written and electronic revisions of the
appropriate provisions of the Manual. The resolution number,
effective date, and the date of issuance of the revision shall be noted
in the revision.
S 13 Suspension and Amendment of the Rules.
Unless otherwise provided by this policy, any rule of the board may be
suspended by unanimous consent of the directors. Amendments to these
rules at the organizational meeting of the board shall require a majority
vote. Amendments at all other times shall require a two-thirds vote. In
cases not otherwise expressly governed by a rule of this policy, Scott
Foresman Robert’s Rules of Order, latest edition, shall be the rules of
order for the board.
Montavilla Food Co-operative Board of Directors
Resolution Amending the Board Rules Policy
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Policy Note
This resolution is intended to produce careful and well-informed board
and committee consideration of the impact of each proposed policy
change on existing policy and finances. It directs the secretary to
maintain an online list of the board policies, the co-op law, and other
governing documents which is up-to-date and available online for all
members. It guides the setting of board meeting agendas.