Bylaws & Articles

The Governing Policies of the co-op come in three types:

• Organizational
• Corporate
• Policy Governance

At Keweenaw Co+op, we refer to our co-op owners as “members” in some of our policies. This is simply another way of identifying those who have joined our co-op community, invested in our shared mission, and support our local food system. Whether we say “owners” or “members,” we’re talking about the same dedicated individuals who help us grow and thrive!

As described below, the Owners determine the Organizational Policies and the Board determines the Corporate and Policy Governance Policies.

Organizational Policies

The Owners of Keweenaw Cooperative are responsible for the “organizational policies” of the co-op, of which there are two:

• The Articles of Incorporation, by which the co-op is currently “organized” as a corporation under Michigan’s Cooperative Statutes
• The Bylaws, which are the “first-level” of internal co-op governance, ensure equal treatment for Owners concerning meeting, voting, management of equity capital, and related matters concerning the rights and privileges of Ownership. The Bylaws also define how Owners delegate further matters to the Board of Directors.

These organizational policies can be amended only by a vote of Ownership, not by the Board of Directors. Changes to the Article of Incorporation are extremely rare, but if you have questions or concerns about the Bylaws, please contact the Board at contactboard@keweenaw.coop.

Corporate Policies & Policy Governance Policies

The Board of Directors is responsible for two types of policies that further govern the cooperative: Corporate Policies and Policy Governance Policies. The two policy sets have very different roles.

Corporate Policies extend the Bylaws in regard to how the cooperative relates to all Owners and their equity capital. The most important corporate policies are as follows:

• Uniform Conditions of Membership – further defines the general expectations and privileges of Ownership
• Membership Agreement – contractually defines the relationship between each Member and the cooperative as a whole
• Member Meeting and Ballot Voting Policy – further defines how the Board will conduct Member Meetings and Voting
• Nominations & Elections – governs how Members can apply for and be nominated for the Board of Directors, and how annual elections will be conducted
• Director Agreement – contractually defines the expectations for all members of the Board of Directors
• Cooperative Plan for Patronage Refunds & Members – further defines how the Board handles the equity capital held by co-op Members, and delegates some specific actions to the General Manager.

Policy Governance Policies

The co-op Board of Directors adopted and uses a specific policy system for its ongoing work, called Policy Governance. Policy Governance was developed to keep Boards focused on their own work while responsibly delegating operations to management. There are four types of policies, as follows:

Ends Policies –  Ends policies answer the question “to what Ends does the co-op exist?” These policies reflect the Board’s best understanding of the values and priorities of the co-op’s Ownership as a whole, and guide the General Manager’s development work for operations. The “Ends” are aspirational, and as such the Board expects the General Manager to report on progress rather than full accomplishment.

Executive Limitations Policies – Executive Limitations Policies are the limits that the Board places on the General Manager’s work, generally in regard to matters of ethics and prudence. So long as the General Manager respects the limits set by the Board, they are otherwise free to achieve Ends as they best see fit. The Board monitors Executive Limitations strictly, with an expectation of full compliance by the General Manager.

Board-General Manager Relationship Policies – These policies govern how the Board and its Officers, Committees, and Individual Directors relate to and interact with the General Manager. They cover realms such as how the General Manager is evaluated (progress toward Ends and staying within Executive Limitations), compliance monitoring of the General Manager, and the fact that only policies adopted by the Board as a whole are binding on the GM.

Governance Process Policies – These policies govern how the Board as a whole, Officers, Committees, and Individual Directors relate to and interact with one another internally. They include assigned roles and responsibilities, meeting and decision-making processes, and all other Board functions.