X. POWERS OF MEMBERSHIP PETITION/VOTING

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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:

a. Ultimate review of financials and/or approval of the annual budget
b. Election of officers
c. Approval of a plan of merger or dissolution, or
d. Distribution of a substantial portion of the organization’s assets
e. Final review and approval of the Form 990
f. Review of the Executive Director/CEO’s performance and compensation
g. Supervision of the audit committee.
h. The filling of vacancies on the Board or in any committee which has the authority of the Board.
i. The fixing of compensation of the Directors for serving on the Board or on any committee
j. The appointment of committees of the Board or the members thereof
k. The expenditure of corporate funds for any purpose that disproportionately enriches any individual unit(s)
l. 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.


[Membership approved 3/19/15.]