BSC Bylaws

These are copied from the policy wiki and should be current as of March 19, 2019.

Table of Contents

I. MEETINGS
II. PLACE OF BUSINESS
III. MEMBERSHIP
IV. ORGANIZATION OF UNITS
V. BOARD OF DIRECTORS
V. OFFICERS AND EMPLOYEES
VII. COMMITTEES
VIII. LEGISLATIVE PROCESS
IX. VOTING PRIVILEGES
X. POWERS OF MEMBERSHIP PETITION/VOTING
XI. FEES AND ASSESSMENTS
XII. AUDITS
XIII. AMENDMENTS OF BYLAWS
XIV. BYLAW JURISDICTION
XV. OFFICIAL BSC POSITIONS
XVI. SEAL OF THE BERKELEY STUDENT COOPERATIVE

I. MEETINGS

I.A. GENERAL MEMBERSHIP MEETINGS

  1. Calling general membership meetings
    1. The Board of Directors shall have power to call a general membership meeting at any time.
    2. The President of the corporation must call a meeting immediately upon the receipt of a petition signed by 20% of the membership requesting a membership meeting. Members must be given not less than two days notice of any meeting, the time, place and purpose of which shall be specified in the call for the meeting. All Membership Meetings shall be held at wheelchair accessible locations.
  2. General Membership Meetings will serve as the venue for Members to inform themselves about organization-wide issues, provide feedback on potential policy solutions, set priorities and direction for future Board projects and generally come together to discuss matters concerning the BSC.
  3. A General Membership Meeting with at least ten percent of the total BSC Membership voting affirmatively may direct the President to initiate a secret ballot of the entire Membership within two weeks time. No more than one third of the vote threshold may be satisfied by voters from a single unit. The referendum must follow the procedure outlined in Bylaw section X. Powers of Membership Petition/Voting.

I.B. DIRECTORS’ MEETINGS

  1. Calling Board of Directors’ meetings
    1. The President must call a meeting of the Board of Directors as directed by Cabinet.
    2. The President must call a meeting of the Board of Directors upon the request of four members of the Board.
    3. The Board of Directors and Cabinet shall have the power to determine the time and place of official Board meetings. All Directors meetings shall be held at wheelchair accessible locations.
    4. Members must be given not less than two days notice of any meeting, the time and place of which shall be specified in the call for the meeting.
  2. Quorum classifications and voting
    1. A quorum shall consist of two-thirds of the total number of Directors, provided that Directors are present from at least half of the units.
    2. In the absence of a quorum at any meeting of the Board of Directors, when so ordered by the President or Secretary, subjects requiring prompt consideration may be submitted by mail or email to directors and their votes taken by correspondence. Any measure submitted in this manner requires an absolute two-thirds majority to pass.
    3. In the event that quorum is lost after the Board of Directors has been duly convened with quorum, the meeting may remain convened so long as one half of directors are present. Passing any motion shall require a majority of quorum. Therefore, it takes over one-third of all directors to pass a motion. This paragraph shall be in effect only to the extent that it conforms to applicable state law.
  3. A simple majority vote of the Board shall be necessary to pass a resolution, motion, or approval.
  4. An absolute two-thirds majority of the Board of Directors shall be necessary to amend or suspend the Personnel Code, unless ten days written notice of the proposed amendment has been given.
  5. Before any unit or Member is penalized by the Board of Directors or Cabinet, they must be notified one week in advance, directed to the Member Advocate, and given adequate opportunity to speak on their own behalf to the Board or Cabinet.
  6. The Board of Directors shall be empowered to consider, amend, pass and reject action items (see section VIII.A). These action items must be on the agenda distributed at least 48 hours before the meeting and approved by a majority of the board at the beginning of the meeting in order to be discussed during the meeting. An item may be added to or removed from the agenda by a two-thirds majority.
  7. The president will decide whether a particular action taken by the Board is within the scope of the current discussion. If they deem it to be in violation of the normal legislative process, they may refer the issue back to a committee. This decision may be overruled by an absolute majority.
  8. Motions and formal voting procedures will only be considered as part of an action item discussion. A discussion item may be made an action item by a two-thirds majority.
  9. A period at the beginning of every board meeting shall be reserved for soliciting new ideas and concerns from members of the organization.

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II. PLACE OF BUSINESS

II.A. The main office of the corporation shall be in Alameda County, California.

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III. MEMBERSHIP

III.A. ELIGIBILITY

  1. Only students of any post-secondary school may be Members.
  2. Exceptions to the above may be made by the Administrative Committee in accordance with the provisions of the Administrative Code, subject to the approval of the Board of Directors.
  3. Membership shall not be restricted because of race, color, ethnicity, religion, gender identity, national origin, political adherence, or sexual identity.

III.B. METHOD OF ADMISSION

  1. The method of admission shall be as stated in Section II: Admission of New Members of the Administrative Code.
  2. Acceptance into Membership
    1. An applicant shall not be considered a member until they have been accepted.
    2. The acceptance of applicants shall depend upon the facilities available to accommodate them.

III.C. RIGHTS AND PRIVILEGES OF MEMBERSHIP

  1. Each member shall have the right
    1. to attend all meetings and have the same right to speak as Directors, except during executive sessions,
    2. to cast one vote at all membership meetings and polls.
    3. to make and second resolutions, motions, or approvals at meetings, and
    4. to reside at or use the facilities of the corporation to which the member has been assigned.

III.D. TERMINATION OF MEMBERSHIP

  1. Membership may be terminated by the President:
    1. With the concurrence of the Executive Director and a current House Manager, Facilities Manager, or President from the member’s unit, upon the finding that the continued presence of a member in a facility of the corporation constitutes an immediate danger to the safety of other members. The President shall set the time by which the member must vacate.
    2. Upon the recommendation of the Administrative Committee for failure of a member to meet the qualifications set forth in Article V of the Articles of Incorporation or Article III, Paragraph A of the BSC Bylaws.
    3. Upon recommendation of the Administrative Committee for conduct in violation of the Administrative Code which the Administrative Committee has decided has not been effectively enforced by the house.
  2. Membership may be terminated by a vote of not less than an absolute two-thirds of a house council after due notice and hearing.
  3. The Cabinet of the Board of Directors may terminate membership according to guidelines outlined in the AdCode if it believes it is in the best interest of the BSC.
  4. The Conduct Committee may terminate membership as provided in the Policy Directory and Administrative code.
  5. The BSC may administratively terminate the member contract with the permission of a Central Level Supervisor under the following circumstances: Failure of the member to meet any of the membership qualifications or obligations placed upon them by the BSC Member Contract, BSC Bylaws, the Administrative Code, the BSC Articles of Incorporation, or the Constitution, subject to the procedure prescribed in the Administrative Code.
  6. Termination of membership may be appealed as prescribed by the Administrative Code. Any decision related to terminations or appeals by the Board shall be final.
  7. Membership shall terminate immediately upon loss of eligibility status and all property interests of the member shall immediately cease.
  8. Former members, in good standing at time of departure, may be reinstated without payment of membership fee provided there are available facilities.

III.E.

Membership is non-transferable
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IV. ORGANIZATION OF UNITS

IV.A.

The Board of Directors may designate any portion of the operations of the corporation as a unit thereof.

IV.B.

The government and administration of each unit is left to the Members of that unit as long as their actions do not conflict with the policies of the corporation or in any way jeopardize the interest of the membership as a whole or the interest of other units. The Board of Directors shall determine whether a unit is acting within the authority given it.

IV.C.

If a provision of a unit’s policies, bylaws, or constitution is in conflict with the Articles, bylaws Bylaws, or policies of the corporation, the corporation provision will supersede the unit provision.
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V. BOARD OF DIRECTORS

V.A. MEMBERSHIP

  1. The President of the BSC Alumni Association may appoint one member of the Alumni Association as a Director. The term of office of the Alumni Association member shall be at the pleasure of the President of the BSC Alumni Association.
  2. The BSC Employee Association contract may include a provision for the designation of a Director from among members of the Employee Association. If applicable, this Director will serve at the pleasure of the Employee Association.
  3. The President may recommend to the Board for approval two additional non-student directors from the BSC Alumni Association and/or the University of California, Berkeley faculty. The terms of office of these directors shall be at the pleasure of the Board of Directors.
  4. The remaining members of the Board of Directors shall be elected by the members of the several units. Each unit shall elect one director for each seventy members, or fraction thereof, in the residential capacity of the unit. Only individuals with a current signed contract for the academic year in a specific unit are eligible to be Directors seated by that unit. A Director’s position will immediately become vacant upon the cancellation or termination of their contract or upon the transfer of their contract to another unit.
  5. Whenever possible, Directors are expected to personally attend all meetings. However, in the event that the Director is unable to physically attend a meeting, the Director may participate and vote in a meeting remotely through the use of electronic communication technologies. Electronic participation must ensure that the Director remains actively informed and engaged throughout the duration of the meeting. Electronic participation in a meeting should occur only in the presence of extenuating circumstances for a Director. The President may request up to 48 hours notice and pre-approval of extenuating circumstances for the use of electronic participation.
  6. No individual employed by the BSC shall concurrently serve as a director, except any Director appointed by the BSCEA. This Director may be excluded from executive sessions in which negotiations or re-negotiations of the BSCEA contract are being discussed. This provision shall not apply to member employees of units of the corporation or to students hired for short-term employment pursuant to the Personnel Code8.
  7. Each student director is required to attend Board meetings and the meetings of at least one committee or task force of the Board. The President and committee and task force chairs determine, considering the preferences of the directors, committee assignments no later than the first board meeting of a given semester. Each student executive is required to attend all Board and Cabinet meetings, and any other meeting specified under their job description.
  8. Student Directors and executives may not miss any two consecutive Board meetings or required committee meetings. Nor a Board meeting and a required committee or task force meeting in succession. The President shall inform the Board of Directors at the beginning of each meeting when Directors or executives have missed two or more meetings consecutively. Such Directors or executives shall be removed from the Board unless the Board votes otherwise by a simple majority.
    1. As soon as a Director has missed two consecutive meetings, the President shall inform the appropriate house president that the Director will be removed at the beginning of the next meeting, pending a vote of the Board. Should a Director be removed, the President shall inform the Director’s unit, which will fill the vacancy according to the unit’s election procedure.
    2. As soon as an executive has missed two consecutive meetings, the President shall inform Cabinet that the executive will be dismissed, unless the Cabinet votes otherwise by a simple majority. An executive who has missed two consecutive meetings including Cabinet will be removed from their executive position but retain their Board position as long as they have fulfilled the meeting requirements of Directors. Vacant executive seats are treated pursuant to VI.C.3. of the Bylaws.

V.B. TIME OF ELECTION AND DETERMINATION PROCEDURES

  1. Directors shall be elected by their units during the Spring contract period and shall take office at 12:00 a.m. on the day following the final day of the Spring contract period. Directors shall leave office at 11:59 p.m. on the final day of the subsequent Spring contract period.
  2. Directors shall be elected by the current Membership of their units via a minimum one week online election under oversight of the BSC President.
  3. Any unit may request a determination of its membership. The unit shall then elect, or seat if previously elected, any additional Directors that such a determination shows that it is entitled to elect. Such directors shall take office immediately.

V.C. EXPENDITURES

  1. No expenditure of more than $5,000 shall be approved by the Board of Directors unless it has been discussed at two consecutive Board of Directors meetings, except by an absolute two-thirds majority. The expenditure may be approved at the second of the above-mentioned meetings and may not exceed the amount specified at the first meeting by more than 10%.

V.D. EXECUTIVE SESSIONS

  1. Executive session shall be defined as a closed meeting including members of the Board and any other persons designated by the Board in the motion to enter executive session or requested after the motion by a two-thirds vote.
  2. The Board may create a policy provision that triggers executive sessions only if
    1. There is a specific matter of a sensitive nature to be discussed in these sessions, and
    2. The policy passes by an absolute majority at a regular Board meeting after the policy and the provision for executive session have been discussed at at least one previous regular Board meeting.
  3. No matters not explicitly designated in the motion to enter executive session may be discussed in that session.
  4. All motions made and votes taken in executive session shall be included in the meeting minutes.

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V. OFFICERS AND EMPLOYEES

VI.A. EXECUTIVES AND OFFICERS

  1. There shall be at least three executives: a President, a Vice President of Internal Affairs (VPIA), and a VP of Capital & Finance(VPCF).
  2. The term of office of executives shall be from 12:00 a.m. on the first day of the Fall contract period following their election. Executives shall leave office at 11:59 p.m. on the final day of the subsequent Spring contract period.
  3. Additionally, there will be a Summer President and a Summer Vice President.
    1. a. The terms of these summer executives shall be from 12:00 a.m. on the day following the final day of the Spring contract period until 11:59 p.m. on the day prior to the subsequent Fall contract period.
    2. b. The Summer President will fulfill all duties assigned to the President necessary to the functioning of the BSC during the time between the end of the Spring contract and the beginning of the Fall contract.
    3. c. The Summer Vice President will fulfill all duties assigned to the Vice Presidents necessary to the functioning of the BSC during the time between the end of the Spring contract and the beginning of the Fall contract.
  4. Only sitting Directors are eligible to be executives.
  5. Only one person may hold any single executive position at one time.
  6. The officers of the BSC are:
    1. The Executive Director is the Chief Executive Officer.
    2. The Finance and Accounting Manager is the Treasurer and Secretary.

VI.B. PRESIDENT

  1. The President shall be elected by the outgoing Board of Directors from the pool of the newly elected and trained incoming Directors. The President shall be elected no later than the next to last meeting of the outgoing Board.
  2. Duties and powers:
    1. To provide student leadership for the BSC
    2. To call meetings of the membership and Board of Directors as provided herein.
    3. To appoint committees deemed necessary by the Board
    4. To exercise the usual power given to the President of a non-profit organization.
    5. To promote the general welfare of the corporation.
    6. To attend all meetings of the Board of Directors
    7. To preside over the Cabinet of the Board of Directors.
    8. To abide by the Presidential Job Description, as approved by the Board of Directors and all provisions included in the Policy Directory.
  3. A vacancy in the office of President shall be filled in the following manner.
    1. The Cabinet of the Board of Directors shall immediately convene to elect a temporary replacement. Temporary replacement candidates must currently be serving on the Board of Directors.
    2. A permanent replacement shall be elected by the Board of Directors as soon as possible. The election shall be advertised to the Board of Directors for at least seven days.

VI.C. VICE PRESIDENTS

  1. The Vice Presidents shall be elected by the outgoing Board of Directors from the pool of newly elected and trained incoming Directors in the same manner as the President.
  2. Duties and powers:
    1. All Vice Presidents
      1. Shall attend all meetings of the Board of Directors and the Cabinet.
      2. Shall assist the other executives in the performance of their duties at their discretion.
      3. Shall fill in for other executives in their absence until their return or until their replacement is elected.
      4. Shall abide by the Vice Presidential Job Descriptions
      5. shall organize and facilitate the meetings of their respective committee.
  3. A vacancy in an office of Vice President shall be filled in the following manner:
    1. The Cabinet of the Board of Directors shall immediately convene to elect a temporary replacement. Temporary replacement candidates must currently be serving on the Board of Directors.
    2. In the absence of a replacement, Cabinet shall distribute the duties of the dismissed executive among the other executives.
    3. A permanent replacement shall be elected by the Board of Directors as soon as possible. The election shall be advertised to the Board of Directors for at least seven days.

VI.D. COMPENSATION OF STUDENT EXECUTIVE OFFICERS

  1. The Board of Directors will set compensation for all executive positions. A change in a position’s compensation will not take effect until the term of office following the next regular election of executives.
  2. The Board shall vote on individual executives’ compensation at least once each contract period.
    1. No executive shall be entitled to vote on their own compensation or be present at the discussion of said vote.
  3. Individual executives’ compensation may be denied or lowered by Board because of
    1. failure to fulfill duties as specified in their job descriptions,
    2. refusal to comply with Board directives, or
    3. unauthorized use of BSC funds.

VI.E. IMPEACHMENT

  1. If the performance of any student executive is so unsatisfactory as to severely interfere with the efficiency of the Board or services to members, then the Board of Directors may impeach the executive.
    1. Directors may petition to impeach the executive. Should one third of Directors sign a petition and submit it to the President, then at the next Board meeting the Board shall elect an Impeachment Committee.
    2. Cabinet may petition to impeach the executive. Should at least half of the student executives sign a petition and submit it to the President, then at the next Board meeting the Board shall elect an Impeachment committee.
    3. After the President is presented with a petition as specified in Section I.1.a or Section I.1.b, the Board shall elect an Impeachment committee. The petition must state the name and position of the executive to be impeached, and the reasons for impeachment; the petition shall also name the originator(s) of the petition. A copy shall be given to the executive to be impeached.
  2. Before the Board is notified of the petition, the President shall have three days to inform the executive to be impeached that an Impeachment Committee will be elected at the next Board meeting, unless they resign.
  3. Impeachment Committee
    1. The Impeachment Committee shall be elected by the Board and shall consist of four members of the Board of Directors and one student executive. No two members may be from the same house; no more than two who signed the petition can serve on the committee. The committee shall elect its own chair. Quorum shall be four.
    2. The committee shall gather evidence and testimony, and investigate the validity of the accusations and allow the accused to respond to the substance of charges made. The committee shall deliberate in its recommendation to the Board; the accused and their representative have the right to attend all meetings, except the deliberations.
    3. The committee must report to the Board of Directors at the next regularly scheduled meeting. The Impeachment Committee chair must prepare a written report containing the committee’s findings and recommendations.
  4. If the Impeachment Committee recommends impeachment, the impeachment hearings shall be conducted as follows:
    1. The Impeachment Committee explains its recommendation
    2. The executive to be impeached and/or their representative shall be able to respond
    3. Questions and debate
    4. Closing statements made by the accused and/or his/her representative, and one member of PeachCom, chosen by the committee
    5. Roll-call vote; an absolute two thirds is necessary to remove someone from office
    6. The executive to be impeached may be requested to leave room by the chair (if no Director objects) or by Board via a simple majority vote at appropriate times, e.g. during debate or voting.
  5. Should the President be the executive to be impeached, Cabinet shall choose a Vice-President to perform the duties of the President under this policy, including chairing the meeting when the Impeachment Committee is elected and when it gives its report

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VII. COMMITTEES

VII.A. SUMMER GOVERNANCE

  1. The Board may create a committee of Directors to act with the full power of the Board during the summer contract period.

VII.B. THE CABINET OF THE BOARD OF DIRECTORS

  1. Consists of the President, all of the Vice-Presidents, and two additional Directors.
  2. Shall convene regularly to implement policies as established by the Board of Directors.
  3. Shall take action in the event of an emergency when there is no time to call a meeting of the Board of Directors.
  4. All actions taken by the Cabinet shall be reported to the Board at the next meeting of the Board of Directors.
  5. The Board of Directors shall have the power to overrule or amend any decisions made by the Cabinet.
  6. Quorum for the Cabinet shall be four.
  7. Each of the Cabinet members shall have one vote. All decisions of the Cabinet shall be made by majority vote.
  8. The President shall be the chair of Cabinet.

VII.C. STANDING COMMITTEES

  1. Standing committees will work out the details of particular action items, be they events, projects, policies, etc., and vote by a majority to send those items to the Board of Directors.
  2. Standing committee structure and jurisdiction is at the discretion of the Board as outlined in Section I of the Policy Directory.
  3. Board may make non-standing committees and task forces that may, with the mandate of the Board of Directors, deliberate and refer action items to the Board of Directors as a normal standing committee would.
  4. Each student Director must serve on at least one committee or task force.
  5. No standing committee or task force may seat more than one Director from a unit.
  6. A member or Director may request that an item be put on a committee agenda by contacting a committee’s or task force’s executive chair, and the executive must work with them to prepare the item for discussion.

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VIII. LEGISLATIVE PROCESS

VIII.A. ACTION ITEMS:

  1. Shall include, but shall not be limited to, policy changes, projects, budgetary approvals and approvals of expenditures, hirings, firings, elections, etc., or anything else that requires an immediate vote. Examples of non-action items would be reports or open-ended discussions and will be referred to as ‘discussion items’
  2. It is under the discretion of Cabinet to designate particular items ‘action items’ before sending them to Board.
  3. Action items shall be originated and developed according to policy.

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IX. VOTING PRIVILEGES

Each member shall have one vote. All members shall enjoy equal voting privileges. There shall be no proxy or absentee voting.

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X. POWERS OF MEMBERSHIP PETITION/VOTING

  1. Upon receipt of a petition in favor of a specific, proposed measure containing the signatures of at least ten percent of the total Membership, the President shall initiate a secret ballot of the entire Membership within two weeks time. No more than one third of the petition threshold may be satisfied by signers from a single unit. The ballot shall be open for no less that two weeks and no more than four.
  2. A measure shall be approved by the Membership if it receives a simple majority in a referendum in which 30 percent or more of the Membership participates. An item approved by the Membership via referendum shall not be considered effective or binding until the item is affirmed by the Board of Directors.
  3. If an item is approved by Member referendum, the Board must consider and vote on said item at the next Board meeting following the close of voting on the referendum. If the Board of Directors fails to affirm the item, they must return a cogent argument supporting their decision by the next Board meeting. An item approved by the Membership must be affirmed by a vote of the Board before it may take effect and be considered binding. A simple majority of Directors voting is required to affirm an item that has been approved by member referendum.
  4. Member referenda may be initiated on any topic, except the following:
    1. Ultimate review of financials and/or approval of the annual budget
    2. Election of officers
    3. Approval of a plan of merger or dissolution, or
    4. Distribution of a substantial portion of the organization’s assets
    5. Final review and approval of the Form 990
    6. Review of the Executive Director/CEO’s performance and compensation
    7. Supervision of the audit committee.
    8. The filling of vacancies on the Board or in any committee which has the authority of the Board.
    9. The fixing of compensation of the Directors for serving on the Board or on any committee
    10. The appointment of committees of the Board or the members thereof
    11. The expenditure of corporate funds for any purpose that disproportionately enriches any individual unit(s)
    12. The approval of any self-dealing transaction

The provisions of this Article X shall additionally be inapplicable to all actions heretofore or hereafter taken by the Board of Directors of the Association in connection with the authorization, issuance, sale and delivery of $2,119,000 principal amount of Housing Bonds of 1970 of Berkeley Student Cooperative. The provisions of this Article X shall be inapplicable to all action heretofore or hereafter taken by the Board of Directors of the Association in connection with the authorization, issuance, sale and delivery of $2,375,000 principal amount of Housing Bonds of 1979 of the Berkeley Student Cooperative. The provisions of this Article X shall be inapplicable to all action heretofore or hereafter taken by the Board of Directors of the Association in connection with the authorization, issuance, sale and delivery of $20,000,000 principal amount of Bonds of 2007 of the University Students’ Cooperative Association.

Procedural requirements for member petitions/referenda may be further articulated in BSC Policy, so long as such policy does not conflict with the provisions of these Bylaws.
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XI. FEES AND ASSESSMENTS

XI.A.

All corporation fees, dues, and assessments shall be set by the Board.

XI.B.

A four-fifths vote of the Board shall be necessary to authorize a membership assessment (a fee assessed on all current Members).

XI.C.

A two-thirds vote of the Board of Directors shall be necessary to increase corporation fees or to adopt a budget including an increase in fees.
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XII. AUDITS

XII.A.

The BSC shall have a full, independent, outside audit every year.

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XIII. AMENDMENTS OF BYLAWS

These Bylaws may be adjusted, amended or repealed in the following manner:

  1. By a vote of the membership in which 50% of the members have voted. In order to change a Bylaw, 60% of those casting votes must approve. If a quorum is not met, the Board of Directors shall, by a simple majority, be able to direct a second election.
  2. By the assent of the majority of the members of the corporation, as evidenced by their signatures on any petition or other document enumerating the Bylaws to be adjusted, amended, or repealed.
  3. By a vote of the majority of a quorum at a member meeting duly called for the purposes of adopting, repealing or amending these Bylaws.
  4. By two-thirds majority vote, or more, of the total number of the Board of Directors, providing that twenty-five days written notice is given to all voting members of the Board of Directors (this notice can be waived by the unanimous consent of the entire Board of Directors); provided further that any Bylaws fixing or changing the number of Directors may be adopted, amended or repealed only in pursuance of sections 1 and 2 of this article; and provided that the adoption, amendment or repeal of any Bylaws by the Board of Directors shall be subject to the power of the members to change or repeal the Bylaws in the manner duly prescribed herein.

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XIV. BYLAW JURISDICTION

XIV.A.

The provisions of local, state, and federal laws, in addition to the provisions of our Articles of Incorporation, shall take supremacy over the provisions of these Bylaws and any subordinate documents. If a provision of these Bylaws is found to be illegal, invalid or unenforceable, that shall not affect the validity or enforceability of any other provision of these Bylaws.
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XV. OFFICIAL BSC POSITIONS

XV.A.

Except as otherwise provided in these Bylaws, neither this corporation nor any unit thereof shall take a position on any issue which is not directly concerned with this organization, its units, or with the cooperative movement in general. The corporation’s facilities shall not be used by other organizations, groups or individuals except under conditions prescribed or approved by the Board of Directors.

XV.B.

Upon the affirmative vote, or written assent of two-thirds of the entire Membership, the corporation may take a position on any issue, unless the proposed position would, if adopted, endanger the tax exempt status of the organization, as determined by the appropriate federal, state or local governmental agency. If corporate funds are to be involved, the initiative petition and/or referendum ballot must so indicate. The exact wording of the proposed position must be included on the initiative petition or referendum ballot. It is the intent of the Board of Directors in adopting this article that the President and/or Secretary shall be responsible for making inquiries to the appropriate governmental agencies to ensure that our tax status is not endangered prior to any referendum and prior to any public announcement of an official BSC position.
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XVI. SEAL OF THE BERKELEY STUDENT COOPERATIVE

The seal shall be designated by the Board of Directors
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