QUESTION #1: Certificate of Incorporation/Bylaws Discrepancy
GreenStar Cooperative Market is out of compliance with New York State law, which requires an organization’s bylaws to conform to its Certificate of Incorporation. While GreenStar’s Certificate of Incorporation, filed in 1983, states that “the number of directors shall be twelve,” GreenStar’s bylaws state that “the Council shall consist of not fewer than 12 and not more than 24 members,” and that “until changed by amendment, the Council shall consist of 15 members.”
In order to bring GreenStar’s bylaws into compliance with its Certificate of Incorporation, Council must only have twelve seats. Legal counsel retained in 2020 by GreenStar recommended that the issue be addressed as soon as possible, as this discrepancy represents a violation of New York State law. This vote is considered a “housekeeping” item because even though GreenStar’s member-owners must approve any amendments to its bylaws, we must adjust Council’s seats to twelve regardless of the outcome of this vote. In order to avoid any confusion in our Co-op’s organizational documents, Council is asking GreenStar’s member-owners to approve this amendment.