Board of Directors
Except as otherwise provided, the Cooperative will have 9 Directors (aka Board members) and they serve 1 year terms.
The primary role of the Board is to create and oversee a system of decentralized, participatory, and inclusive governance and operations. In other words, the Board generally stewards the process by which work is carried out, as opposed to directing the substance of the work. The Board will provide ongoing oversight of the activities and internal functioning of the Cooperative. This will include:
Regularly reviewing financials and financial decisions, changes to employee compensation, and periodic budget review.
- Monitoring compliance with the law.
- Reviewing internal policies adopted by Workers.
- Making reasonable inquiry into any concerning activities or decisions by Staff.
- Intervening when the Cooperative’s Workers or Owners engage in overly risky or illegal activity
Elections will take place within 30 days before or after Dec 1 every year. By the end of 2020, the Board will create and disseminate a clear process for holding elections, which shall include:
- An open process for soliciting nominations. The invitation for nominations will begin in November, to allow a long enough window of time to recruit, nominate, learn about, and engage with candidates, before voting starts,
- Opportunities for candidates to communicate with Owners,
- A voting process that encourages high voter turnout,
- A ranked-choice voting system that allows Owners to rank their top three or more choices for each Board seat. After 2020, only the Owners may vote to change election processes.
An election will be held for 3 Worker Directors and 3 Artist Directors in December 2020, who shall serve until December 2021.
An election will be held for 3 Worker Directors, 3 Artist Directors, and 3 Community Directors in December 2021.
A Director may be removed by whomever elected that particular Director. For example, the Worker-Owners may vote to remove a Worker-Director, using the process below.
Every Director subject to removal must be given a reasonable opportunity to provide a written statement to the voters or organization removing them prior to the vote or decision of removal. Removal by vote of Owners: A vote to remove a Director may be initiated by a proposal of the Directors or by the ownership class that elected that Director following the procedures described under “Owner Proposals and Meetings.” Additional voting requirements:
• If there are fewer than 50 Owners in a particular Owner category, removal of a Director elected by that category must be approved by majority of ALL Owners in that category.
• If there are more than 50 Owners in a particular category, removal can be done by majority vote, so long as at least 30 Owners or 5% of Owners (whichever is larger) in that Owner category participate in the vote.
Removal or suspension by the Board: The Board may remove any Director who has not attended three or more consecutive regular or special Board meetings. Without prior notice, the Board may also suspend for cause any Director, so long as 2/3 of Directors, not including the Director subject to suspension, vote to approve suspension. The Board will promptly notify the affected Director of such suspension and will provide an opportunity for the suspended Director to be heard at a meeting of the Board of Directors within 30 days.
Replacing Directors: In the event that an elected Director is removed, the removal vote shall also indicate whether (i) a replacement Director shall be elected within four months of removal, (ii) the Board shall appoint a replacement until the next regularly scheduled election, or iii) the seat shall remain vacant until the next regularly scheduled election. If the President is removed, the Treasurer shall act as President until a new President is elected. If the Treasurer or Secretary is removed, the Board will appoint any other sitting Board member to fill those roles until the replacement is elected.
The Board will meet at least quarterly, with at least 15 days notice. Any 2 Directors may call additional Board meetings with at least 7 days notice. Meetings may happen on even shorter notice if all Directors are present or later agree, in writing, to decisions made at the meeting. A Director may participate virtually in in-person Board meetings if they request to do so at least 3 hours in advance, to allow the Board to set up appropriate technology. Meetings may also be entirely virtual.
In meetings, decisions are made when approved by a majority of all Directors, except where a higher voting threshold is required elsewhere in these Bylaws or another policy. The Board may make decisions outside of a meeting if ALL Directors consent to the decision in writing.
The Board will organize at least 1 Owner meeting per year and give Owners at least 30 days notice, describing the agenda and topics to be voted on. The Board will organize additional Owner meetings at its discretion or if a meeting is requested by 5% of Owners. In this case, the Board will give Owners at least 10 days notice. By joining the Cooperative, Owners consent to the holding of virtual meetings.
If requested by 5% of Owners or if requested by 2 Board members, the Board will put a proposed decision or discussion topic on an Owner meeting agenda or submit a proposal (virtually or by mail) to the Ownership for a vote outside of a meeting. Votes may be taken in or outside of meetings using paper, electronic voting, or raised hands. A quorum for meetings and votes is 5% of Owners or 5 Owners, whichever is larger. Owner decisions may be made by majority vote, except where a higher voting threshold is required by these Bylaws or another policy. Regardless of the number of Ownership classes held by an Owner, each Owner shall have one (and only one) vote on any decision put to Owners, or on the election of any Director seat.
When the Board or Workers are thinking about entering into a transaction that might benefit the financial interest of someone who is part of that deciding body, the applicable deciding body shall use the following process to vet the transaction. The general standard of review is whether or not a transaction would benefit the person’s financial interest to the detriment of the Owners or the Cooperative. Key definitions:
Interested Person: A person who – personally or through a member of their household – has a direct or indirect financial interest, defined as:
Financial Interest: Direct financial benefit from the transaction or an actual or potential ownership interest, investment, compensation interest, or governance role in an entity that Ampled is transacting with.
The Cooperative may provide notice, ballots, and any other communications to Owners, Workers, and Directors by mail, text message, email, or another electronic platform accessible to Owners and Directors. By joining the Cooperative, an Owner consents to receiving notice and other communications via email, and to using an electronic voting platform. An Owner or Director may withdraw this consent by requesting – in writing sent to the Ampled Secretary – that communications be made available to the Owner or Director in non-electronic form.
The Secretary, President, or Treasurer may sign a document or make a binding commitment on behalf of the Cooperative. The Board may designate other people, such as certain Directors to do the same.