Assigned reading: REI-CO-OP amended bylaws

Read the REI's  amended and restated Fall 2025 bylaws (pdf). 

1. If Reddit had not provided the pdf link, how would you have found the bylaws on the REI website?

By Googling it. On the website go to the page devoted to the board of directors, scroll down past the pictures of the all smile directors, go to the very bottom, click on board responsibilities, but there is not a direct link, scroll down again and here they are in a pdf format, hidden at the very bottom. Amended in Fall 2025: when exactly? by whom?

2. Calculate how many times the words 'board of directors" are mentioned in the bylaws

3. How absolute is the power of the board of directors? 

4. What power (if any) is left to the membership?

5. When do you think the bylaws were most recently amended and why? 

Source: REI new 2025 bylaws on Reddit (Thank you so much "Markilo")

"First the board election procedure was changed.   In the 2022 bylaws if a nominee did not receive more “For” votes than “Withheld” votes, the board would appoint a replacement until next annual meeting  of members (Article III, Section 3) 

Where the "appointed replacement" would have had to 'win' the election by the membership

The 2025 bylaws now have the director who replaces a member not elected just fill the entire term of the nominee that is rejected (Section 5.8). That explains why the 3 new board members have terms expiring in 2028.  

And have that way bypassed the 2026 election process, avoiding the risk of being invalidated by the membership

If in 2025 and in 2027 the membership rejects the nominated board candidates, the board will be entirely appointed. "  

i.e self-appointed by the board itself without any validation by an election by the membership, clearly demonstrating REI is an oligarchy of the self-appointed/coopted 10 people on the board of directors.

At this point, except if the public outcry and the reputational damages are so high the board of directors has to resign (highly doubtful in my opinion) the only recourse will be filing lawsuits, as is already the case to try to obtain the detailed results of the 2025 election.


also worth reading REI governance principles (pdf)

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