We, concerned members of REI Co-op, believe it is crucial for the health of our cooperative that our Board of Directors act in accordance with the central principle all cooperatives are founded on, “democratic member control.” As REI Co-op has grown, this main principle has been significantly weakened by Board actions and no longer plays a critical role in the governing practices of our co-op.
As a result, co-op members need a genuine voice in our co-op's governance affairs, and REI's Board should be held accountable for its actions.
Fortunately, a 'little-known' Article in our bylaws gives members the right to directly submit initiatives on the ballot for a popular vote of the membership during annual elections. We are putting this article to the test by exercising our right to introduce initiatives on next year’s ballot that will ensure that REI remains a cooperative with actual 'democratic member control.'
There is one caveat; however, this petition needs overwhelming support to ensure the following initiatives will be approved by REI's Board as "an appropriate matter for members to consider or act upon" in the upcoming 2024 election.
Initiative #1: Board of Directors Composition
We are proposing an amendment to REI’s Bylaws that would add a Member Nominated Director (MND) to the board composition. A MND is a board seat reserved for REI members not selected or recommended by REI’s Nominating Committee to serve on the Board of Directors. Members who desire to serve on the board and meet the eligibility requirements would be allowed to do so through the petitioning process customary for cooperatives when filling member-nominated Board seats.
It is standard practice for cooperatives to have several MNDs serving on the Board to ensure democratic member control is preserved. REI has none. All of the directors on the REI Board are hand-selected by the Nominating Committee, who are also Board Directors. When Board Nominees run during the Annual Board of Directors Election they run unopposed, thus guaranteeing they'll be elected or re-elected.
While this is a customary practice for cooperatives, it is NOT customary for the 'entire' Board to be composed of people only authorized by the Board of Directors. Most cooperatives have a minimum of 2 MND seats on the board. Larger cooperatives typically have 4, but in some cases, 6. It's highly unconventional for a cooperative NOT to have any directors on the board who are member-nominated.
Should this proposed initiative make it onto next year's ballot and win the popular vote of REI's membership, not only would our Board composition 'begin' to resemble a more 'authentic' cooperative board, REI members would regain a 'degree' of democratic control at our cooperative, the most critical principle on which all co-ops are founded on.
Initiative #2: Bylaw Amendments
We are proposing another amendment prohibiting REI’s Board from changing our co-op's bylaws without REI's membership having the opportunity to vote in favor or against ANY amendments under consideration during the Annual Board of Directors Election. This proposed initiative is essential for checks and balances, overall board accountability, and the health of a 'member-owned' cooperative.
As our co-op has grown, 'true' democratic member control has been eliminated. This is evidenced in how our co-op's bylaws have been altered by REI's Board over the years without our knowledge and without members being given notice or an opportunity to weigh in on the changes through a popular vote. As a result, members no longer have an active voice in how our co-op is governed and operated. Democratic member control is virtually non-existent.
Furthermore, the abandonment of a democratically controlled cooperative process in favor of a for-profit corporate governance model has centralized power in the hands of a few who govern in an authoritarian manner without notice of accountability to its membership. The Board must be stripped of its ability to make amendments to the bylaws without notice unilaterally and without a majority vote of the membership in favor of such modification.
While it isn't unusual for a board to have the power to modify bylaws that they feel are in the best interest of a business, our directors have abused this power. REI's Board must be held accountable to its membership and members must be allowed to weigh in on changes under consideration to our bylaws.
Please contact us if you'd like more insight into what these initiatives will look like in practice. This is an abbreviated version of our petition. The petition that we will submit to REI's Board includes more details that might interest you.