DCEC Bylaw Changes

DCEC Board Proposes Bylaw Changes at 2011 Annual Meeting

   Bylaws are an important governing document for cooperatives. They establish the "rules" for which cooperatives conduct business. Each year the DCEC Board of Directors reviews the cooperative's bylaws to determine whether any changes are necessary. Changes may be proposed to members in response to industry events and/or to bring the governing document up to comtemporary standards. Many of the original terms of the bylaws date back to the mid-1940s when DCEC was formed and, over time, changes may be necessary to ensure that the document remains current, such as to new laws and other legal requirements or to adapt to changes in technology (e.g. electronic storage of data).

   At a February 2011 board meeting, DCEC Directors voted to propose several changes to DCEC members for consideration at the 2011 DCEC Annual Meeting on September 9, 2011. According to New York State Law, only DCEC members have the right to change the Cooperative's bylaws but the board, who is directed by the bylaws, can recommend changes to members.

   The bylaw changes that the board is recommending are primarily intended to strengthen governance practices of DCEC while others will help reduce operating costs or provide for more time for certain events and notices. Bylaw changes that are proposed for member vote at the 2011 Annual Meeting include:

• Bylaw 1: Allow Members to Vote by Absentee Balloting (& Elimination of Proxy Voting)
• Bylaw 2: Elmininate Ability for Floor Nominations in Director Elections
• Bylaw 3: Reduce the Size of the Board from 9 to 7 Directors (with corresponding re-districting)
• Bylaw 4: Strengthen Requirements for Director Qualifications
• Bylaw 5: Provide More Time for Notice of Member Meetings & Nominating Committee Appointments