REI Coop the truth is in reddit: the board amended the bylaws to its advantage after the withhold campaign

 But for this discussion on reddit I found by chance I would have missed that after its defeat at the 2025 election the Board amended the bylaws to give itself the power to coopt new directors for the vacant seats for a whole 3 years period while before it was just for one year, ie they have had to resubmit those seats for an election confirmation. No more. Basically with this preemptive strike they could keep coopting themselves for ever!

Faced with a defeat of their candidates they immediately reacted with this plot to amend the bylaws to confort their oligarchy. Amazing. And nobody seems to mention it but for this small forum on reddit.

Here is the text of the post on reddit:

New 2025 REI Bylaws

Discussion

Along with the announcement of new Board Members, REI also published new “Amended and Restated”  Bylaws. These are published on the website as “Updated and consolidated Fall 2025”, though there is no ratification date.

A couple of important things:

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)

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

A second very interesting item in Section 1.4:

Transparency. REI will provide active members with information about its mission and the ways it is working to advance that mission. This may be done through the website or by any other method reasonably designed to reach active members.

I have searched the website for where this transparency is enabled, and I’m not clear whether REI considers transparency just putting information on the website or allowing members a meaningful way to request information not yet published.

There is maybe a reason for optimism in the offer of transparency, but it does make clear how this applies to governance, such as disclosure of executive compensation or the detailed board voting results that REI has been resisting disclosure.

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