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HARVEST COOP MARKETS
16 NOVEMBER 2006
SPECIAL MEMBERS MEETING
Attending Board Members: Amy Cotter, Betsy Adams, Karin
Emry, John Mascia, Jessie Myszka Members: Nate Goldshlag,
Luis Kincacle, Chris Durkin, Minka Van Benzlom, Judith Stitt,
Dvora Jonas, Elisa Alonso Also attending: David Parke, Board
Convenes at 6:45pm
Review of Agenda – By Jessie Myszka Vote to appoint
meeting Secretary Nominated by Chris Durkin that Karin Emry
be allowed to take minutes and act as meeting secretary.
Seconded by Nate. Vote = Unanimous. Overview of charter
and bylaws – by Lawyer David Parke: Explained he is
new counsel and as new counsel looked through all legal
documents. Looked for charter documents – charter
defined as basic governing documents of the organization – setting
forth purpose of the organization and powers of the organization.
Harvest formed in 1972 and have a charter from at 6 months
after formulation. This organization charter focuses on:
a) BU community = focus b) Set up as tax exempt organization
(which does not suit current structure of Harvest which
wants to give patronage to members). c) Does not allow a
lot of provisions and powers or they are just not clarified.
Therefore we chose to restate the charter and at the same
time ratify the power of the Board to make or amend the
Copies of charter handed out – reviewed (at request
of 1 member)
Q: Have the bylaws changed a lot recently? A: No – Just
once, to allow electronic voting.
Q: Have we ever been in violation of the charter as we understand
it? A: No.
Lawyer explains the charter and hands out copies. Art 4
provision read out that allow flexibility Art 5 states the
effective date of the restated charter Art 6 required information
that must be included but not part of ‘charter.’
Q: What part of charter allows patronage rebate? A: That
is not in charter but would be written into bylaws.
Q: What if the Secretary of State says Harvest cannot do
this restated charter because do not have 2/3 of the members?
A: Sec State allows you (in section 1A) to take certain
procedures (to contact members and get votes in) and then
will allow organization to petition to reinstate charter.
Q: How many members does Harvest have and how many votes
received so far? A: 5900 members and 138 proxy votes.
Q: We are a nonprofit? And not all nonprofits are tax exempt?
A: Yes and Yes.
Q: Would there be a benefit to being tax exempt? A: Yes.
No taxes, but couldn’t do patronage rebate.
Instructions on Vote – from Dave
Elisa Alonso moved to approve the amended and restated articles
of incorporation as described in the notice of this special
members meeting and as made available to the members. Nate
seconded. All in favor: 8 +158 proxies, none opposed.
Bylaws handed out to be read/discuss.
Nate moved to ratify the bylaws that are dated January 30
2006. Betsy seconded.
Discussion? Q: Why do we need to do this again? A: Because
the (old) charter didn’t explicitly allow amendments
we need to vote to amend after new charter.
Q: Do these by laws get lodged with Sec. of State? A: No – Just
All in favor: 8 + 158 proxies, none opposed.