Board Policies

POLICY TYPE:

Governance Process

POLICY TITLE:

G – Global Governance Commitment

April 12, 1999

revisions:

People's Food Cooperative
Ann Arbor, Michigan

Board Policies

GOVERNANCE PROCESS

April 12, 1999
Last revised 4/10/08

"Traditions are not to be discarded, but built upon. The Board is creating tomorrow's traditions with the actions it takes today. Leadership compels us to be true to tomorrow more than to yesterday."

from Boards That Make A Difference by John Carver

The Board is accountable to the Membership for PFC's performance through all of its activities. The purpose of the Board, working solely on behalf of the Membership, is to assure that People's Food Co-op achieves its stated ends and avoids unacceptable actions and situations.

POLICY TYPE:

Governance Process

POLICY TITLE:

G.1 Governing Style

ADOPTED:

April 12, 1999

revisions:

1/21/02; 4/19/04

The Board will govern with an emphasis on (1) outward vision rather than internal preoccupation with Co-op functioning, (2) encouragement of diversity of viewpoints, (3) strategic leadership more than its own administrative detail, (4) clear distinction of Board and General Manager roles, (5) collective rather than individual decisions, (6) the future rather than past or present, and (7) proactivity rather than reactivity.

G.1.1

G.1.2

The Board will cultivate a sense of group responsibility. The Board, not the Staff, will be responsible for excellence in governing. The Board will initiate policy, not merely react to Staff initiatives. The Board will use the expertise of individual members to enhance the ability of the Board as a body rather than to substitute individual judgments for the Board's values. The Board will allow no officer, individual or committee of the Board to hinder or be an excuse for not fulfilling board commitments.

G.1.3

The Board will direct, control, and inspire the organization through careful establishment of broad written policies reflecting the Board's values and perspectives about ends to be achieved and means to be avoided. The Board's major policy focus will be on the intended long-term effects outside the organization, not on the operational or programmatic means of attaining those effects.

G.1.4

The Board will enforce upon itself whatever standards are needed to govern with excellence. Discipline will apply to matters such as attendance, being prepared, policy- making principles, respect of roles, and ensuring continuance of governing capability. Continual Board development will include orientation of new Board members in the Board's governance process and periodic Board discussion of process improvement.

G.1.5

The Board will monitor the Board's process and performance at each meeting and periodically evaluate itself through group discussion. Board self-monitoring will include comparison of Board activity and discipline to policies in the Governance Process and Board-GM Linkage categories. Reports should include the actual policy wording, the Director's interpretation of that wording, a statement of compliance or noncompliance, and argument or relevant data to support the statement. Comments and suggestions are welcome and encouraged as long as these criteria are met.

Reports may be received as part of the consent agenda. If Directors have questions, concerns, or suggestions, or if policy criteria are to be debated, these may be discussed immediately or added to the President’s list of pending agenda issues for consideration as soon as possible.

The specific job outputs of the Board are those unique values-added that tie ownership to organizational performance.


G.2.1	The Board will produce the link between The People's Food Cooperative and its members/owners.

G.2.2	The Board will produce written governing policies that, at the broadest levels, address each category of organizational decision.

		a.	Ends: Organizational products, effects, results, benefits, outcomes, recipients and their cost or relative worth.

		b.	Executive Limitations: Constraints on executive authority that establish the boundaries of prudence and ethics within which all general manager activity and decisions must take place.

		c.	Governance Process: Specification of how the Board conceives, carries out, and monitors its own task.

		d.	Board-GM Linkage: How authority is delegated and its use monitored; the authority and accountability of the General Manager.

G.2.3	The Board will produce assurance of GM/organizational performance (against Executive Limitations and Ends policies).

G.2.4	Duties and responsibilities of Directors:
	Prepare for each Board meeting by reading material distributed prior to the meeting and being ready for discussion. Keep your Board Notebook up to date. Attend all regular and special Board meetings. Participate actively in discussion, share your viewpoint, then support the group decision that results from that discussion. Attend all meetings of the Membership. Share equally with other Directors in committee and task-force work. Disclose conflicts of interest immediately. Maintain knowledge of current programs and staff of the organization. Support the Co-op by being an active Member/Owner and shopping regularly. Actively recruit new Co-op Members and encourage their participation in PFC. Serve as an advocate for PFC. Be accessible, by phone and access to e-mail, to Staff and other Board Members as needed. Be accessible by phone to the Membership. Fulfill commitments within agreed-upon deadlines. Be loyal to the organization. Hold in confidence any information so designated. Take initiative and provide leadership. Read, understand, and support PFC policies and by-laws. Adhere to the obligations set forth in the Declaration of Candidacy (see Policy appendix). Participate in the Board self-monitoring process.

POLICY TYPE:

Governance Process

POLICY TITLE:

G.3 Director's Code of Conduct

ADOPTED:

April 12, 1999

revisions:

9/23/02; 12/15/03

The Board commits itself and its individual members to ethical, businesslike and lawful conduct including proper use of authority and appropriate decorum when acting as Board members.

G.3.1

Directors must represent unconflicted loyalty to the interests of the PFC Membership. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. It also supersedes the personal interest of any Board member acting as a consumer of PFC’s services.

G.3.2

Directors must avoid conflicts of interest regarding their fiduciary responsibility. A direct conflict of interest would exist if any Director has an affiliation with or material interest in any entity that conflicts with, or might reasonably be assumed to conflict with, the interests of People’s Food Co-op. An indirect conflict of interest may arise when a director is an employee, director, officer, or otherwise associated with another organization that may be benefited or harmed by actions of the Board.

Directors will immediately disclose to the President, or at a Board meeting, any direct or indirect conflict of interest involving a matter before the Board.

Directors will not participate in final deliberation or vote on a question in which they have a personal or pecuniary interest uncommon with the interests of PFC. This does not mean that a person is prevented from voting for him or herself for office or other position for which he or she is eligible. The meeting minutes will reflect that a conflict was disclosed and that the interested person did not participate in discussion or decision.

There must be no self-dealing or any conduct of private business or personal services between any Board member and PFC, except as procedurally controlled, to assure openness, competitive quality, and equal access to information.

Directors must not use their positions to obtain employment at PFC for themselves, family members, or associates. Should a Director desire employment, he or she must first resign from the Board.

Annually, at the first meeting after Board elections, Directors will disclose their involvement or association with any vendors, other organizations, associations or personal business relationships that might produce a conflict. At that time, all Directors will complete and return to the Secretary the Conflict of Interest Statement and Disclosure Form (see appendix).

G.3.3

Directors may not attempt to exercise individual authority over PFC operations except as explicitly set forth in Board policies.

Directors’ interaction with the public, press, or other entities must recognize these limitations as well as the ineligibility of any Board member to speak for the Board as a whole except to repeat explicitly stated Board decisions.

Board members must be aware at all times that their comments could be perceived to be statements of the Board as a whole or to otherwise carry official weight. Outside of Board discussion, individual Directors will not voice judgements of GM or Staff performance.

G.3.4

Directors will maintain the confidentiality of sensitive issues as defined and discussed by the Board.

G.3.5

A Director may resign by sending a signed letter of resignation to the Board Secretary

Board officers are leaders among equals. In addition to their other duties, each officer will assume a leadership position within the Board in one of the four main areas of Board responsibility: Perpetuating Board Excellence, Linking with Members, Enacting Policy, and Assuring Management Performance. To provide continuity and to foster good governance, all officers will provide training and support to their successors. Officers retain all the duties and responsibilities of regular Board Members.

G.4.1

The President assures the integrity and fulfillment of the Board’s policy-governance process and maintains its focus on Ends policies. The President assumes a leading role in Perpetuating Board Excellence.

The job result of the President is that the Board follow its own rules and those legitimately imposed upon it from outside PFC.

The authority of the President consists in making decisions that fall within Board policies on Governance Process and Board-GM Linkage, except where the Board specifically delegates portions of this authority to others. The President is authorized to use any reasonable interpretation of the provisions of these policies.

The President has no authority to make decisions relating to Ends and Executive Limitations policies. Therefore, the President has no authority to supervise or direct the GM.

The President may represent the Board to outside parties in announcing Board-stated positions and in stating chair decisions and interpretations within the area delegated to him or her.

The President may delegate this authority but remains accountable for its use.

The President will maintain a list of pending agenda issues including requested agenda items and other matters requiring Board attention.

With reference to the Annual Agenda Cycle and list of pending agenda issues, the President shall establish the agenda for each Board meeting.

The President will sign all documents for the Co-op at the direction of the Board or the Membership. (By-law 8.3)

The outgoing President will attend the first agenda-setting meeting with the new President.

G.4.2

The Vice-President assumes a leadership position on issues related to Member Linkage, such as encouraging Member involvement in Board activities and committees, and exploring opportunities for Member feedback.

In the absence or incapacity of the President, the Vice-President will assume the duties of the President.

The Vice-President oversees the annual Membership meeting and the election.

The Vice-President supports the President and other officers in their duties, offering guidance and assistance when appropriate.

The Vice-President

receives emails to the board as a whole submitted through the PFC website
forwards them to the board with suggested responses as appropriate.

G.4.3

The Secretary is the Board’s administrator and supervises the custody, accuracy, and integrity of all corporate documents, including the policies and by-laws, and assumes a leadership position in the area of Enacting Policy. The Secretary also:

Performs or delegates any duties required of PFC by the State by virtue of PFC being a non-profit organization

Sees that minutes of Board meetings are taken and prepared for the next meeting packet

Signs and dates all minutes as approved and sees that they are placed in Board files

Sees that minutes of all Membership meetings are taken and submitted for Board approval at the next regularly scheduled Board meeting.

Sees that Board files are maintained

Countersigns corporate documents as required (By-law 8.5)

Sees that policy and by-law revisions are prepared and distributed

Sees that Board notebooks are maintained, including the GM’s copy and spares

Assures that GM monitoring reports are dated and filed

Announces quorum for the record at Membership meetings

Sees that BoD contact list is updated and distributed

Insures the integrity of ballot counting for PFC elections

Processes Conflict of Interest forms:

Receives Conflict of Interest forms from all Directors annually at the first meeting after Board elections;
Communicates all reported Directors’ conflicts to the Board and GM at the next regularly scheduled Board meeting.

G.4.4

The Treasurer serves a leadership position within the Board in the area of its fiscal responsibilities and in the discussion and review of Executive Limitations policies (Assuring Management Performance).

The Treasurer will research and recommend an accounting firm for the annual financial review.

The Treasurer will research and make recommendations regarding the need for and cost of a full financial audit

The Treasurer will act as the Board’s liaison with the chosen accounting firm for the duration of the review.

The Treasurer will be responsible for proposing and monitoring the Board’s Cost of Governance line items in PFC’s annual budget.

As necessary, the Treasurer will ask the Board for additional resources and support in performing these duties.

The Treasurer will countersign documents as required in the absence or incapacity of the Secretary. (By-law 8.6).

POLICY TYPE: Governance Process

POLICY TITLE: G.5 Board Committee Principles

ADOPTED: April 12, 1999

Board committees, when used, will be assigned so as to reinforce the wholeness of the Board's job and never to interfere with the delegation from the Board to the General Manager.


G.5.1	Board committees exist to help the Board, never to help or advise the Staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board's broader focus Board committees will normally not have dealings with staff operations.

G.5.2	Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Committee expectations and authority will be carefully stated in order not to conflict with authority delegated to the General Manager.

G.5.3	Board committees cannot exercise authority over staff. Because the General Manager works for the Board as a whole he or she will not be required to obtain approval of a Board committee before an executive action.

G.5.4	Board committees are to avoid over-identification with organizational parts rather than the whole. Therefore a Board committee that has helped create policy on a topic will not be used to monitor organizational performance on that same topic.

G.5.5	Committees will be used sparingly and ordinarily in an ad hoc capacity. If a committee's duration exceeds one year, a revised charter must be approved by the board.

G.5.6	This policy applies to any group that is formed by Board action whether or not it is called a committee and regardless of whether the group includes Board members. It does not apply to committees formed under the authority of the GM.

To accomplish its job products with a governance style consistent with Board policies, the Board will follow an annual agenda that (1) completes re-exploration of Ends policies annually and (2) continually improves Board performance through education, enriched input, and deliberation.


G.6.1	The annual agenda cycle will start in October with the Board's development of its agenda for the next year.

		a.	Consultations with selected groups in the membership or other methods of gaining membership input will be determined and arranged between October 1st and December 30th and be carried out during the balance of the Board year.

		b.	Governance education and education related to Ends determination (for example, presentations by futurists, demographers, advocacy groups, and staff) will be arranged in the first quarter, to be held during the balance of the year.

		c.	The Annual Agenda will include scheduled dates for review of specific Ends policies. The dates and topics will be published in advance of each meeting to invite Owner/Member participation in discussion. This will provide a forum for regular Member/Owner input.

		d.	The Agenda will include scheduled dates for review of specific G-Governance and M-Board/GM Linkage policies to fulfill G.1.4 self-monitoring goals. This will constitute regular Board self-evaluation.

G.6.2	The GM evaluation team will meet with the GM in July to establish the process and instruments for that year's evaluation of GM performance. The evaluation will be conducted during January and February of the following year and will determine adjustments to GM salary and other compensation to take effect in April.

G.6.3	The annual agenda cycle will conclude each year on the last day of September so that administrative planning and budgeting can be based on accomplishing a one-year segment of the Board's most recent statement of long-term Ends.

POLICY TYPE:

Governance Process

POLICY TITLE:

G.7 Board Meetings

ADOPTED:

April 12, 1999

revisions:

10/15/01; 4/19/04; 12/14/06

The Board will hold regularly scheduled meetings that are open, efficient, and productive.

G.7.1

Deliberation will be fair, open, and thorough but also timely, orderly, and to the point. Except as provided in PFC by-laws, policy G.10 Rules of Order shall guide the Board decsion making process.

G.7.2

Meeting content will include only issues that, according to Board policy, are clearly within the province of the Board not that of the General Manager.

Throughout the year the Board will attend to annual Board Cycle items and the list of pending agenda issues as expeditiously as possible.

G.7.3

The President is empowered to chair Board meetings with the commonly accepted powers of that position (for example, ruling, recognizing).

G.7.4

In consultation with the General Manager and Directors and with reference to the Annual Agenda Cycle, Board Calendar, and list of pending agenda issues the President shall establish the agenda for each meeting.

Agenda items from Member/Owners will be submitted through a Director. Items may also be suggested to the President by any Director or the GM.

Applicable Board policy number(s) should be noted with each agenda item.

Each agenda item should note the person responsible for initiating/leading discussion. One or more of the Directors (or an outside presenter) will assume responsibility for each item. Whenever possible, an outline of the proposed discussion should be included in the agenda packet for that meeting.

To be considered for inclusion in the agenda, proposals should clarify options, offer questions to spur discussion, indicate anticipated costs, and note the Board policy involved. These materials should be included in the Agenda packet (G.7.5).

Any suggested item that the President does not include in the agenda may be raised by a Board member or the GM during the agenda review at the beginning of each meeting. The Board will decide whether to add that item to the agenda.

The President may postpone an item to the next meeting in order to keep meeting length manageable, but shall not discriminate against a particular Board member or item in determining the agenda.

Receipt of scheduled GM monitoring reports will be noted in the agenda. Time will be allowed for discussion if Policy non-compliance is indicated. Otherwise, as long as all Directors have reviewed the reports and believe them to be in compliance, these items will be considered part of the consent agenda and no time need be devoted to discussion. If revision of the policy is proposed, if Directors have questions or concerns, or if the GM wishes to provide clarification, these may be discussed immediately or added to the list of pending agenda issues. Meeting minutes will note receipt and disposition of monitoring reports.

Time will be allotted in all Board meeting agendas for a final Task Review.

Directors will review agenda packet materials, including proposals and monitoring reports, in advance of each meeting.

G.7.5

A packet of materials including the meeting agenda and supporting documents will be available for all Board members and interested PFC Member/Owners at least 5 days before each meeting. Materials for the meeting packet should be delivered to the Board mailbox by Monday morning of the week preceding the meeting.

G.7.6

The date, time and location of each Board meeting will be posted in the store at least one week before the meeting and, whenever possible, noted in PFC publications.

G.7.7

Minutes of Meetings

Minutes are a legal record of proceedings at board meetings and document that directors are acting as they should.

The Secretary shall see that minutes are taken at all meetings of the Board (by-law 8.5). Minutes will be reviewed for accuracy, corrected, approved by vote at the next meeting, and then signed by the Secretary.

Signed minutes will be filed in corporate records along with non-confidential meeting packet materials (agenda, management and financial reports, proposals, etc.) that provide the justification and context for the Board’s decisions.

It is not necessary to take narrative style minutes that include all individual statements, points of view, and preferences.

Minutes should include:

Date, location, call-to-order time, attendance by role (directors/officers, staff, PFC members, guests, etc.).
Minutes should follow the format of the meeting agenda and include all items on the agenda - including those that were postponed and for which no action was taken.
Official decisions (actions) of the Board and what the Board considered in making those decisions. For major action items especially, list all options and arguments considered, including those that were rejected.
Name of the director making a motion, the person supporting, the vote count, and the names of those voting in the minority on split votes. Final wording of the motion must be carefully recorded so it is clear what was decided.
Receipt of monitoring reports, Board response to those reports, collection of information and consideration of options for decisions, educational and ownership input, and other events that demonstrate diligence.
Statements for the record when requested by a board member.
Time of late arrivals and early departures, to make clear which directors participated in each decision.
Task list and due dates – new items and still pending tasks not yet completed.
Occurrence of an executive session, with beginning and ending times and topics of the session without revealing details that should remain confidential. Executive sessions that occur apart from regular meetings must be noted in the minutes of the next board meeting, listing the date, topic, and the names of participating directors.
Time of adjournment.

The Task List should be distributed to the Board within two days of the meeting. The first full minutes draft should be circulated among board members within one week of the meeting.

In order to provide timely information to the Membership, drafts of minutes not yet approved, clearly marked as such, may be posted on line after sufficient time (2-3 days) for correction and revision by directors.

G.7.8

Quorum: The Board shall conduct no business unless a majority of the directors then in office is present. (by-law 5.12)

G.7.9

In the absence or inability of the President to serve, the Vice President will perform all presidential functions mentioned in this policy.

G.7.10

Between-meeting Board decisions

Directors will make every effort to raise substantive issues in a timely fashion so they can be considered in regularly scheduled meetings open to the Membership.

Emergency issues requiring official Board action may be raised and decided in e-mail, by phone, or through other means if waiting until the next scheduled Board meeting could cause significant harm to PFC, or to essential Board or Operations functioning.

Directors will make their decisions in such matters only after full and fair discussion, exercising the same care they would use in regular meeting debate and vote.

Directors should respond to decision requests within 72 hours with a clearly stated choice, and are expected to confirm their choice in the subsequent regular Board meeting if all information on which they based their decision was fairly presented and has not changed.

Any decision must be supported by a majority of the currently serving Board – no action may be taken if non-respondents could change the outcome.

Such decisions will be confirmed by vote in the next meeting and recorded in the minutes.

The person requesting the decision is responsible for providing all options and information necessary for careful decision making, recording and clarifying the responses, and for presenting a supporting document for the next meeting agenda.

Decisions on substantive issues, meriting significant debate, should be delayed until the next regularly scheduled Board meeting or until a special meeting scheduled to allow for its announcement to Members.

G.7.11

Executive (closed) sessions (Bylaw 5.15)

When called for by a two-thirds vote, the Board may meet in executive session during a regular meeting or at a separate meeting to consider personnel matters, real estate negotiations, litigation, financial transactions or other matters that could potentially cause great harm to PFC if made public.

The occurrence of an executive session must be noted in the minutes of the board meeting during which it takes place, or in the minutes of the next regular board meeting if it takes place separately.

Thorough minutes of executive sessions must be taken, distributed promptly to board members for review, and approved at the next Board meeting but not published or filed with regular minutes and other meeting materials. They must be preserved separately for possible legal and audit considerations.

POLICY TYPE:

Governance Process

POLICY TITLE:

G.8 Cost of Governance

ADOPTED:

April 12, 1999

revisions:

9/21/99; 12/4/00; 10/15/01; 11/18/02; 12/15/03; 7/12/05; 4/10/08

Because poor governance costs more than learning to govern well, the Board will invest in its governance capacity.

G.8.1

Board skills, methods and supports will be sufficient to assure governing with excellence.

Training and retraining will be used liberally to orient new Directors and candidates, as well as to maintain and increase the skills and understanding of serving Directors.

The Board will enlist outside monitoring assistance so that they can exercise confident control over organizational performance. This includes but is not limited to fiscal review or audit.

Outreach mechanisms will be used as needed to ensure the Board's access to Member viewpoints and values.

G.8.2

Costs will be incurred prudently so as not to jeopardize the financial wellbeing of PFC. In October the Board will plan its quarterly budget for the following year and will receive from the GM quarterly reports of its line item expenditures against budgeted amounts.

G.8.3

Expense Controls

The budget will include a narrative developed and approved by the Board with enough detail that pre-authorized expenses are clear and purchases can proceed without further board approval.

Small expenditures for books, food, and gifts will be made within the budget with approval of the President or the Secretary if the President is unavailable.

Board travel and per diem expenses will be consistent with PFC Staff policy. The Board is expected to be frugal when travelling, using cost savings such as double occupancy, car pooling, and advance planning for the least expensive flights available. If upgrades are used the Board member will pay the difference.

G.8.4

A credit card will be issued to the current Board President. Only Board expenses may be charged to the credit card.

Receipts for charges will be turned in as specified by the GM.

The President will relinquish the card at the end of his or her term, as directed by the GM.

Personal charges or use of the card are not allowed at any time.

The President will have physical custody of the card, and is responsible for knowing where the card is at all times and that it is used only for budgeted or Board aproved expenditures.

G.8.5

Directors will receive store credit equal to $60/quarter, with the President of the Board receiving store credit equal to $100/quarter, at the discretion of the Board.

G.8.6

Directors shall be reimbursed for child care expenses incurred during Board and committee meetings. Reimbursements shall not exceed $230 annually per Director.

The Board governs PFC on behalf of its Member/Owners and is responsible to them for all of the organization's activities. Therefore, the Board shall:


G.9.1	Conduct open meetings with agendas published in advance, encouraging Members to attend.

G.9.2	Conduct periodic surveys of the Membership (executed through the General Manager).

G.9.3	Regularly publish Board activities, plans, and goals and seek Member input.

POLICY TYPE:	Governance Process

POLICY TITLE:	G.10 Rules of Order

ADOPTED:	December 14, 2006

Board meetings will be conducted in an orderly, effective process, led and defined by the chair.

G.10.1	All by-law obligations respecting board meetings must be satisfied.

G.10.2	Board meetings shall be called to order at the time specified in the notice of meeting (or as pre-arranged) and upon satisfaction of quorum.

G.10.3	Meeting order and decorum shall be maintained and all members treated with dignity, respect, courtesy, and fairness during discussion and debate and in all other respects.

G.10.4	Board members must keep their comments relevant to the issue under consideration.

G.10.5	Board meetings will be conducted at a level of informality considered appropriate by the chair, including that discussion of a matter may occur prior to a proposal that action be taken on any given subject.

G.10.6	Proposals that the board take action, or decide a particular matter, shall (unless otherwise agreed to by unanimous consent) be made by main motion of a board member, discussed, and then voted on. Motions require a second to proceed to discussion and subsequent vote.

	a.	The chair of the board may, to the same extent as any board member, make motions, engage in debate, and vote on any matter to be decided.

	b.	A motion to amend a main motion may be amended but third level amendments are out of order.

	c.	A motion to refer to a committee, postpone, or table, may be made with respect to a pending main motion, and if carried shall set the main motion (the initial proposal) aside accordingly.

G.10.7	Board members may speak to a pending motion on as many occasions, and at such length, as the chair may reasonably allow.

G.10.8	A vote on a motion shall be taken when discussion ends but any board member may, during the course of debate, move for an immediate vote (close debate) which, if carried, shall end discussion and the vote on the main motion shall then be taken.

G.10.9	A majority vote will decide all motions before the board excepting those matters in the by-laws (constitution) which oblige a higher level of approval. A motion to adjourn a board meeting may be offered by any board member or, on the conclusion of all business, adjournment of the meeting may be declared by the chair.

G.10.10	A motion to adjourn a board meeting may be offered by any board member or, on the conclusion of all business, adjournment of the meeting may be declared by the chair.

G.10.11	When further rules or order are to be developed by the board, the board will consider the Standard Code of Parliamentary Procedure (or RONR; or other authority), as a resource guide.

POLICY TYPE:	Governance Process

POLICY TITLE:	G.11 Member Petitions

ADOPTED:	November 8, 2007

Any petition calling for a referendum by PFC Members shall follow the procedure below:

G.11.1	Before collecting signatures, those members initiating a petition will register the petition at the PFC office. The petition may be accepted during regular business hours or by prior arrangement with the General Manager. A copy of the petition shall be dated and signed by the General Manager at the time of registration, and a stated deadline for collection of signatures 30 days from the registration shall also be noted. Petition signatures collected before or after the registration date will not be accepted.

G.11.2	At the time of registration, the petitioners will select at least one person, a PFC Member, to act as contact person for the petition in question.

G.11.3	The General Manager will provide the contact person with a suggested template for petitions.

G.11.4	Each page of the petition must contain the suggested language for the wording of the proposed referendum. The final wording for the referendum will be determined by the Board of Directors, as required by Michigan Non-Profit Corporation law, and the proposed action must be legal and not in conflict with state or federal law.

G.11.5	For the petition to be valid, a Member must print his/her full name legibly, the date, member number, and signature. A valid signer is any PFC Member who has paid in full, or who is current in his/her membership payments, as of the last day of the month prior to the month in which the petition is registered; this is to ensure that the maximum number of valid signers shall also be eligible PFC voters in a referendum.

G.11.6	Petition sheets containing at least the minimum number of valid signatures (per the requirements contained in the Bylaws) must be turned in to the General Manager within 30 days of registration, or to another member of the Management Team if the General Manager is unavailable. Petition sheets shall be dated and signed by the General Manager or other manager when they are received, and must be originals, not copies.

G.11.7	Each petition sheet turned in to the office after signatures have been collected must have petition language worded identically to that registered at the PFC office.

G.11.8	The General Manager shall check that the petition contains at least the minimum number of valid signatures under the requirements contained in G.11.5 above, within 60 days after registration of the petition.

G.11.9	If the petition is declared valid by the General Manager, the Board of Directors shall accept the petition in accordance with the bylaws. The Board will arrange for the referendum in accordance with current Board Policy.

G.11.10	Voting on member-initiated referenda will occur only during the normal annual election and balloting cycle. To be considered for inclusion in the annual election cycle, the referendum proposal with sufficient validated signatures must be received by the Board President no later than 75 days prior to the deadline for the PFC newsletter containing the ballot so that there is time for the Board to prepare and approve the required viewpoints and approve final referendum language.

G.11.11	To meet the necessary timelines for collection of signatures, validation, Board acceptance, and preparation and approval of material for the PFC newsletter, this process would normally need to begin no later than October to be in time for the upcoming election cycle that usually ends in late March or early April.

G.11.12	If a referendum brought to the Membership fails, no substantially similar Member referendum (as determined by the Board of Directors) will be brought to a vote two years in a row.