Cooperative Network

“Bylaws were amended and the following changes were made: (1) specify that there will be two classes of members: voting members (with voting rights) and associate members (who do not have voting rights); (2) each voting member will have one vote, regardless of dues paid by such member; (3) members that are entities will appoint a representative to represent that entity on matters with cooperative network; (4) notice of meetings of the voting members can now be made electronically; (5) voting members who are absent from any meeting may vote by mail or by electronic communication; (6) meetings of the voting members may be conducted by remote communication; (7) size of the board was reduced to 9; (8) failure of a director to attend two consecutive meetings may be grounds for removal from the board; (9) removed requirement to hold a certain number of meetings per year; and (10) duties of the board officers were updated; (10) dissolution clause was amended to remove references to specific nonprofits that would receive funds in the event of a dissolution.”

“Cooperative network has two classes of members: (1) voting members and (2) associate members. Any person, partnership, corporation, limited liability company, association, trust, unincorporated cooperative association, or other entity who submits a membership application may become a member upon approval by the board of directors.”

“Members elect district and sector representatives to the board of directors.”

“Changes to the organization's articles and bylaws and specific actions must be approved by a majority of voting members.”

“The prepared form 990 is reviewed by the organization's governing body before the return is filed with the irs.”

“Annually, board members are required to review and sign a board ethics/conflict of interest statement. Board members must abstain from voting if they have a conflict. Likewise, employees are required to disclose potential conflicts in writing whenever they arise.”

“The president & ceo is evaluated annually by the board's personnel committee. The review is based upon an analysis of pre-established performance measures that include both financial and organizational goals based on this review and comparability data from multiple sources. The committee determines the appropriate compensation. The full board acts on the personnel committee's compensation recommendation. The chairman of the board and personnel committee provide written notice to the director of administration of any adjustments to the president & ceo's compensation. The president & ceo generally determines the compensation for all other employees.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”