2024 Proposed Bylaws Updates

The Governance Committee of the Lakewinds Board of Directors has undertaken a review of Lakewinds’ governance policies, and recommends that the organization update its bylaws. The purposes of these proposed changes are to: (1) give the cooperative greater flexibility in decision making and management; and (2) align the cooperative’s governance processes with certain long-standing practices of the cooperative that have proven effective over time. Included below is a summary of the proposed changes and the rationale for making them.

View the current Articles & Bylaws booklet.

View each of the proposed changes (as explained below) marked on the current Articles & Bylaws.

Global Changes

• We recommend that a new provision be added to the bylaws at Article IV, Section 5, Subpart (a) to clarify that any obligation imposed upon the general manager in the bylaws can be delegated to Lakewinds’ personnel or agents, with certain limited exceptions. This global provision is important because many of the proposed changes to the bylaws shift responsibility from the board to the general manager, and it is important that the general manager be able to rely upon their team to carry out those responsibilities. The implication of the current bylaws is that the General Manager has always had the right to delegate these responsibilities. Adding Article IV, Section 5, Subpart (a) will eliminate any doubt.
• “President” and “Vice President” are capitalized throughout, but secretary, treasurer, and general manager are not. For consistency and clarity, we recommend making all of these titles capitalized terms.

Article I, Section 3

• The bylaws currently require the secretary to give notice of member meetings. We propose amending the meeting notice provision to align with the cooperative’s current and longstanding practice, which is that the notice is given by Lakewinds’ personnel.
• The bylaws currently require the secretary elected by the board to “execute a certificate setting forth a correct copy of such notice and showing the date of mailing or publication thereof.” This is not required by Minnesota law. Because we see no need for the certificate, and because Lakewinds does not appear to be following this bylaw provision, we recommend eliminating it.

Article I, Section 7

• The bylaws require the board to adopt a resolution to schedule a regular board meeting. This is not a requirement of Minnesota law, and adds process that is unnecessary to the cooperative’s governance. We recommend deleting it to give the board greater flexibility in scheduling meetings.
• We recommend specifying that notice to board members of meetings can be accomplished via email.

Article I, Section 8

• We recommend aligning the notice language in Section 8 with the corresponding notice language in Section 7 for consistency and clarity.

Article I, Section 11

• We recommend specifying that written consent of the directors can be provided over email.

Article II, Section 1

• We recommend defining “member,” since it is an integral term in the bylaws. Doing so also ties in with the cooperative’s practice of referring to the cooperative’s members as “owners” by specifying that the necessary condition for membership is becoming an owner of the cooperative by purchasing one Class A share.

Article II, Section 2

• We recommend clarifying the age limit language. As currently written, it could be construed to mean there is a 19 year old age limit (membership limited to any “individual over the age of 18”). The provision should be revised to make clear that anyone 18 or older can become a member.
• We recommend updating this language to list all of the protected classes recognized by Minnesota law in Minn. Stat. § 363A.11. This revision will remove reference to “handicap,” and replace it with “disability,” which is the preferred term of the disabled community. It will also add “national origin” to the list of grounds that the Cooperative will not discriminate on the basis of, and replace “sexual preference” with “sexual orientation.”

Article II, Section 3

• The bylaws currently require the board to approve new member applications. The board makes these approvals in regular meetings, but relies entirely on the recommendation of Lakewinds’ staff. We recommend that the bylaws be revised to shift this decision to management, but allow management to submit the decision to the board if a particularly difficult decision arises.
• We recommend deleting the extra “one” in the provision, which was inadvertently included in the previous revision process.

Article II, Section 4

• The bylaws currently require that each application for membership be acted upon by the board at the first meeting of the board of directors. To streamline the process, and ensure an easy path for prospective members to join the cooperative, we recommend the bylaws be revised so that the approval process will be acted upon by management.
• It is important that the board monitor the current status of the cooperative’s membership. We recommend that instead of having the board approve applications, the board receive regular updates on newly admitted members to the cooperative.

Article II, Section 5

• The bylaws require that each new member receive a copy of Lakewinds’ Articles and Bylaws. To give greater flexibility to the cooperative in meeting this obligation, we recommend revising the bylaws to permit Lakewinds to comply with this requirement by providing a new member the url to access Lakewinds Articles and Bylaws online.

Article II, Section 6

• Many of Lakewinds’ memberships are held jointly within families, meaning more than one person (e.g. spouses) are listed on the membership. Each member is entitled to one vote, which means that not every person listed on the membership is entitled to vote. To avoid the possibility of “double voting” for a single member, the bylaws provide that the person listed first on the joint membership is entitled to vote (although the first-listed person can transfer the voting right to a later listed person, if done so in writing to the cooperative). Thus, the “first listed member” requirement may prevent a member from casting an effective vote, based on a lack of knowledge of the order in which they are listed on the membership, and the requirement to transfer the voting right in writing is onerous.
• To make voting easier and more reliable, we recommend amending the bylaws to provide that any person listed on a joint membership can vote, but only the first person to cast a vote for the joint member will have their vote counted.

Article II, Section 8

• The current bylaws require the board to determine the cooperative’s inactive members. For years, this responsibility has been undertaken by Lakewinds’ management. We recommend amending this bylaw provision to align with the cooperative’s practices, which have proven to be effective over time.
• The current bylaws also require the board to determine which members have not kept a current address on file with the cooperative. There is no possible way to definitively determine each instance when a member moves without updating their address with the cooperative, so it should not be a mandatory provision that the board identify each instance. Further, this is a task best directed to management, which is in a better position to determine which members no longer have a current address on file based on returned mail received by the cooperative. For these reasons, we recommend revising the bylaws to shift this responsibility to management and require management to use its “best efforts” to determine when a member no longer has a current address on file.

Article II, Section 9

• We recommend revising to eliminate reference to gender pronouns.

Article IV, Section 5

• As noted in the global provisions above, we recommend clarifying the general manager can delegate tasks assigned in the bylaws to Lakewinds’ personnel or agents. This change aligns the bylaws with the cooperative’s long-standing practices.

Article V, Section 1

• There is no requirement under Minnesota law that the president of a cooperative sign certificates of stock of a cooperative. Imposing this requirement adds unnecessary process to the new member application process, and it is not clear that the cooperative has followed this requirement. Accordingly, we recommend that the bylaws be revised to eliminate this requirement.

Article V, Section 2

• Lakewinds from time to time has elected more than one vice president from its board of directors. We recommend amending the bylaws to clarify how co-vice presidents act in the president’s stead when the president is unavailable.

Article V, Section 3

• The bylaws currently impose obligations upon the secretary that have been for years performed by Lakewinds management. There is no obligation under Minnesota law that a cooperative’s secretary assume the obligation listed in Lakewinds’ bylaws. To align the bylaws with Lakewinds’ long-standing practices, and to give management greater flexibility in managing the cooperative, we recommend amending the bylaws to eliminate the obligations imposed upon the secretary.

Article V, Section 4 

• The bylaws currently impose obligations upon the treasurer that have been for years performed by Lakewinds management. There is no obligation under Minnesota law that a cooperative’s treasurer assume the obligation listed in Lakewinds’ bylaws. To align the bylaws with Lakewinds’ long-standing practices, and to give management greater flexibility in managing the cooperative, we recommend amending the bylaws to eliminate the obligations imposed upon the treasurer.

To approve the revisions to the bylaws, changes must be submitted to the cooperative’s membership for approval by a majority vote.

Owners will be able to vote on these proposed updates when casting their board of directors election ballot between Sept. 1 and Sept. 14, 2024 at 8 pm, or from 1-1:10 pm at our Annual Owner Meeting on Sunday, Sept. 15, 2024.