2008 PCC Annual Election

April 29 – May 23

Amend PCC's Bylaws

From time to time, the PCC board proposes revisions to our articles and bylaws to better address new situations or problems as they are identified. Revisions to our bylaws are subject to approval by the membership and require a two-thirds majority of voting members. Members last approved a comprehensive overhaul of the articles and bylaws in 2005.

This year, the PCC Board of Trustees is seeking approval of three amendments to the PCC bylaws — one adding term limits for nominating committee service, another clarifying the process for filling board vacancies and finally, a change to permit use of point of sale information in specific cases.

Following are the board's reasons for the proposed changes. We ask for your vote of YES to approve them. We believe the changes will strengthen the bylaws and serve the co-op well.

Should you have any questions or comments, please contact the board at or write us at the co-op office.

SECTION IX   Board of Trustees — Election, Selection, and Qualifications, Paragraph 4

In order to ensure periodic turnover and independence on the nominating committee, similar to what is called for with members of the board of trustees, the board proposes to limit membership on this governance committee to three consecutive one-year terms. Currently there is no term limit for this committee.

The board proposes adding language (underlined) to this paragraph so that it would read:

Paragraph 4. The nominating committee will consist of not fewer than four nor more than six members elected each year in May by the members, plus one trustee appointed by the Board from the trustees who are not standing for election in the year for which the nominating committee serves. No nominating committee member may serve more than three consecutive one-year terms. Of the members of the nominating committee to be elected by the members, all must be Active Members of PCC who are not currently trustees, and only one may be an employee of PCC. If any election would otherwise result in more than one PCC employee becoming an elected member of the nominating committee, then only the PCC employee receiving the highest number of votes in the election will be elected to the nominating committee. If at any time there should be fewer than four non-Board members satisfying the qualifications required in this Section IX, Paragraph 4 serving on the nominating committee, whether because fewer than four are elected in any election or because of resignations or inability to serve for any reason, the Board shall appoint to the nominating committee additional non-Board members who are otherwise eligible to serve so that the total number of non-Board members on the nominating committee will be four. The nominating committee will serve for one year following its election and appointment for the purpose of nominating candidates for trustee positions to be voted on at the next election for trustees following the election of the nominating committee, except that the nominating committee may not nominate any of its members for election to the Board. In carrying out its responsibilities, the nominating committee will survey the Board to assess the strengths, weaknesses, and needs for the upcoming year and will solicit applicants for the open Board positions based upon that assessment.

SECTION IX   Board of Trustees — Election, Selection, and Qualifications, Paragraph 5

The board is seeking to clarify the language regarding filling vacancies on the board outside the election cycle to support the intent of the original wording and require possible candidates to be screened by the nominating committee, a separate member-elected body set up for that purpose.

The board proposes adding language (underlined) to this paragraph so that it would read:

Paragraph 5. Any vacancies on the Board may be filled by appointment by the Board of any Active Member, including a PCC employee so long as such appointment would not result in more than two PCC employees being trustees, and provided that the applicant has received the recommendation of the nominating committee, to serve the remainder of the unexpired term of the vacant position unless earlier removed from office.

SECTION XV   Confidentiality of Member Information

PCC has always treated information obtained from its members as confidential and will continue to do so. Currently the bylaws forbid PCC to use point of sale information that identifies individual members except to (1) determine voting eligibility, (2) to track status of capital account, and, (3) contact inactive members. The board is recommending adoption of a fourth exception to allow PCC to access point of sale information to contact members for urgent or serious health or safety issues, as in the case when a product is recalled. We would like to reach members before the product is used or consumed.

The board proposes adding language (underlined) to this section so that it would read:

PCC, like other enterprises, must generate, process and maintain many of its business records via electronic data processing. This includes point of sale information generated from transactions between PCC and its members. PCC will treat point of sale information obtained from its members ("Member Information") as confidential. PCC may organize and track Member Information which identifies individual members solely (1) to determine voting eligibility as set forth in the Articles of Incorporation and the Bylaws; (2) to track the status of each member's capital account, and, if and when in effect, patronage refund; (3) to contact members for exigent or serious health or safety issues; and (4) for purposes of contacting Inactive Members to evaluate member retention and satisfaction. No other use of point of sale information identified to an individual member will be permitted without the advance express consent of that member. However, Member Information from which names and addresses (other than zip codes, carrier routes, and/or census tracts) have been deleted may be used for other legitimate purposes.

Our current bylaws can be viewed online here: PCC's Articles of Incorporation and Bylaws (PDF). Proposed amendments affect Section IX, paragraphs 4 and 5, and Section XV.