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This text taken from a copy of the Bylaws dated March 13, 2005
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Section 2. Application for membership shall be made in writing on a form provided for that purpose. Every new member shall be provided with a copy of the ByLaws and no single individual may own more than one membership.
Section 3. The application shall be accompanied by a first payment of at least $10.00 toward membership subscription. The balance of the subscription shall be payable at the rate of $10.00 during each succeeding calendar quarter after acceptance into membership, until the full subscription of $50.00 has been paid. After passage of this ByLaw (October 1980), all currently documented active memberships shall invest an additional $50.00 into the physical plant fund on a similar schedule as the new memberships. The first $10.00 will be due within the current quarter; the remaining $40.00 shall be payable at a rate of $10.00 each succeeding calendar quarter. This physical plant fund is to be used for the procurement and improvement of the Co-op's physical facilities, and associated expenses. The general operating account may borrow up to a total of $20,000.00 (twenty thousand dollars) from the physical plant fund during periods of financial difficulty. The general operating account must repay, without interest, all money borrowed from the physical plant fund immediately following a period of financial difficulty, according to a schedule agreed upon with the treasurer. The Board of Stewards shall certify by written resolution, by unanimous consent if possible or simple majority vote, the beginning and end of a "period of financial difficulty", and its reason(s) for declaring such status. The Board of Stewards must approve all expenditures of physical plant fund monies and all transfers of physical plant fund assets.
As of 01 May 1985 shares paid into the physical plant fund shall not be refunded to departing or terminated memberships. Also, as of 01 May 1985, the Treasurer, or such other persons that keep the Co-op's books and accounts, shall not include physical plant fund monies (payments and interest), nor the value of equity or assets purchased with physical plant fund monies, in the computation of the refund value of subscription shares.
[Section 4 deleted, Membership Meeting of 05 MAY 1996 rfw]
Section 5. Upon enrollment of a member and the recording of the first subscription payment on a membership certificate, all members of the household shall be entitled to make purchases through the Cooperative upon presentation of proof of membership. Voting privileges shall be restricted in accordance with Article VI Sections 3 & 6 of these ByLaws.
Section 6. Memberships shall be transferable, providing however that no membership shall be transferred until the Treasurer has entered the consent of the Cooperative on its books.
Section 7. For a period of six (6) months after notice of the death of the last or only person included as an owner of a membership, the Cooperative shall have an option to purchase at subscription price or book value, whichever is less, the membership of the deceased member of the Cooperative.
Section 8. When the whereabouts of a member has been unknown for a period of two (2) years, upon notice to a member's last known address, that membership may be cancelled and that subscription added to the general accounts of the Cooperative.
Section 9. Being more than one year delinquent on subscription or physical plant fund payments is "activity contrary to the effective operation of the Cooperative" and unless written notice of the member's planned absence from the community has been received by the Board of Stewards, that member may be expelled according to the procedure in Article VI Section 9.
Memberships two or more payments in arrears on Subscription or Physical Plant Fund payments shall either pay on all purchases the non-member price or make a $10.00 installment on their delinquency with every purchase.
For good reasons, the Board of Stewards may grant any member, except staff, manager, or steward, more time to make payments.
Section 10. The Cooperative shall have the option, upon notice to a member's last known address, to apply any and all subscription payments or other sums due to the member toward unpaid service charges or other debts owed by the member to the Cooperative.
[Section 11 deleted, Membership Meeting of 11 Mar 2001 rfw]
Section 12. Any society or organization not in opposition to the purposes of this Cooperative may, on approval by the Board of Stewards, be admitted to membership on terms established by the Board, without a vote.
Section 13. Memberships may be resigned at any time by submitting a written and signed resignation. Refund of the subscribed amount will be made at book value or par, whichever is less, within six (6) months. Upon cancellation due to resignation, all debts owed the Cooperative, as of the date of resignation, will be deducted from the refund.
Section 14. Special limited membership may be established by the Board of Stewards (i.e. student, trial, etc.) without the obligation of share purchase.
Section 2. Any surplus from operations shall be returned to the members of the Cooperative through dividends, higher discounts, or lower markups in the future, or reinvestment in the business, after a reserve of three (3) months' operating expenses has been established.
All meetings of the membership shall be conducted in accordance with the laws of the State of Delaware. The meetings shall be conducted in accordance to Robert's Rules of Order (Revised), except that a meeting may be run by consensus and facilitated with a timed agenda if the Board of Stewards so decides at the prior store meeting.
Section 2. A quorum shall consist of five (5) percent of the memberships or thirty-five (35) memberships whichever is less. All members in good standing shall have voting rights.
Section 3. A membership shall be entitled to vote when the membership has paid at least one $10.00 payment toward the entire membership subscription. No member shall be entitled to vote or to hold office in the Cooperative who is in arrears on subscription or physical plant fund payments. Each membership shall be entitled to only one vote.
Section 4. At any membership meeting, the written vote of an absent member shall be received and counted, provided however that such vote shall not be counted unless it is attached to an exact copy of the motion, resolution, or list of nominees upon which such vote is cast. The absent member shall be considered present at the meeting where he/she has cast an absentee vote for the purpose of determining a quorum and deciding the issue on which the valid written vote has been cast.
Section 5. Proxy voting shall not be permitted.
Section 6. Where memberships are held jointly, the holders shall vote as one member.
Section 7. Members shall have the right to select the Board of Stewards as set forth below. Members shall have the right to remove any member of the Board of Stewards at a membership meeting called with proper notice.
Section 8. The membership shall have the power to review actions of the Board of Stewards, and shall have the final authority as to individual capital expenditures by the Cooperative in excess of ten thousand dollars ($10,000.00), or in the purchase of real estate.
Section 9. Any member whose activity in the Cooperative is contrary to or endangers effective operation of the Cooperative may be expelled by a two-thirds (2/3) vote of the Board of Stewards after receiving written notice and after a reasonable opportunity for a hearing. Upon expulsion, a member's shares shall be repurchased by the Cooperative at the subscription price or book value, whichever is less. An expelled member shall have the right to appeal to the next membership meeting at which he/she shall be given an opportunity to be heard in his/her own defense, whether in person or by counsel.
Section 10. No more than one person from any given membership may be elected.
Section 2A. The books and records of the Cooperative shall be kept by such persons as the Board of Stewards shall designate. Any member, who is a shareholder, may inspect the books for a purpose related to the shareholder's interest as an owner of the Cooperative during normal business hours after providing the Board at least ten (10) days written notice. Funds of the Cooperative shall be received and handled only by such persons as the Board designates and shall be deposited in such place or places as the Board designates. The funds, books and records of the Cooperative shall be kept according to generally accepted accounting principles.
Section 2B. An annual report of the Cooperative's operations shall be mandatory at the Annual General Membership Meeting. The annual report shall contain a statement of assets and liabilities, a statement of income and expenses, detailed reports of the physical plant fund, membership rolls and payments, and such other statements as the Board shall require. These reports should be handed out or posted so they can be seen and read during the meeting. The Treasurer or such other person or persons designated by the Board, shall coordinate and give the financial report. The latest financial report prepared by a Certified Public Accountant shall also be available at the meeting and at the principal office for inspection.
Section 3. All checks or other payments by the corporation shall be signed by such officer or officers or such person or persons as the Board of Stewards may from time to time designate.
Section 4. All promissory notes, bonds, mortgages, leases, and contracts designated by the Board together with other papers designated by the Board, shall be executed by the President, attested and sealed by the Secretary, pursuant to appropriate resolution by the Board.
Section 5. The Board of Stewards shall contract with a Certified Public Accountant to review the books of the Cooperative on an annual basis and to perform other services as needed.
Section 6. The staff shall take and supervise the taking of a merchandise inventory at least once every twelve (12) months.
Section 7. No steward shall participate to a material degree in the profits of any contract made with the Cooperative, or compete in business with the Cooperative to a material degree except with the detailed written approval of a majority of the Board of Stewards.
Section 8. At no time shall there be more than three (3) elected staff persons on the Board of Stewards.
Section 2. All officers and stewards of the Cooperative shall be members of the Cooperative in good standing.
Section 3. Stewards' terms will be staggered, with five stewards being elected in odd-numbered years, and four being elected in even-numbered years. All elections of members of the Board of Stewards shall be by secret written ballot. The nominees for election as steward receiving the highest number of votes shall be elected.
In 1995 only, nine Stewards shall be elected. The five nominees receiving the highest number of votes shall be installed for two-year terms, and the four nominees receiving the next-highest number of votes shall be installed for one-year terms.
Section 4. Mid-term vacancies on the Board shall be filled by majority votes of the Board as a temporary expedient only when necessary to ensure the quorum needed to conduct business. Notice of a vacancy on the Board shall be posted in the store by the Secretary within two working days of receiving confirmation of the resignation or occurrence of the vacancy. Such notice shall also be prominently displayed in the monthly newsletter, or in a special flier available at the registers. The membership shall elect its choice of a replacement Steward at the first Membership Meeting scheduled to be held at least thirty (30) days, but not more than forty-five (45) days, after the posting of the vacancy. If no such Membership Meeting is scheduled, the membership shall elect its choice of a replacement Steward at the first Store meeting occurring thirty (30) or more days after the posting of the vacancy. All members in good standing may vote, either in person at this meeting, or by a written absentee ballot.
Absentee voting shall be supervised by the Secretary of the Cooperative. Absentee ballots will be printed containing the names of all candidates who have been nominated according to the procedures in Section 9, fifteen (15) days prior to the election meeting. An absentee ballot box will be made available in the place of business of the Cooperative ten (10) days prior to a general or store meeting at which the election will take place. Provisions for casting absentee ballots will be recommended by the Secretary and approved by the Board of Stewards.
A replacement steward is elected to the remainder of the vacating steward's term.
Section 5. The Board of Stewards shall meet at least monthly. Scheduled open meetings of the Board shall be known as Store meetings. A majority of the Stewards shall constitute a quorum.
Section 6. The administration of the Cooperative shall be vested in the Board of Stewards. The Board shall have power:
To purchase or otherwise acquire property, rights, or privileges for the Cooperative, which the Cooperative has the power to take at such price and on such terms as the Board of Stewards may deem proper, subject to the limitation of Article VI, Section 8:
To pay for such property, rights, or privileges in whole or in part with money or notes of the Cooperative;
To appoint agents, clerks, assistants, and employees, and to dismiss them in accordance with the Personnel Policy;
To fix their duties, salaries, and fees, and to change them from time to time, and to require security as the Board may deem proper in accordance with the Personnel Policy;
To confer on any officer of the Cooperative the power of selecting, discharging, or suspending such employees, and of determining the principles for selection of such employees in accordance with the Personnel Policy;
To determine by whom and in what manner the Cooperative's bills, notes, receipts, endorsements, checks, releases, contacts or other documents shall be signed, except as otherwise provided by these ByLaws:
To delegate any of its powers to any committee, officer, agent, or employee, and to grant the power to delegate.
The Board of Stewards shall have the power to decide whether or not the Co-op will support boycotts of products it normally sells, provided that the subject is discussed at a previous store meeting and that balanced information is posted in the store and the vote announced at least twenty (20) days before the store meeting at which the vote is taken. All members in good standing who attend the store meeting at which the vote is taken shall be entitled to votes on the issue. Members in good standing can also vote by absentee ballot on the issue.
Section 7. As soon as possible after the annual election, the Board of Stewards may meet and elect from their number a President and Vice President; it shall also elect a Secretary and a Treasurer, who need not be members of the Board. Staff members who are members of the Board are not eligible for the offices of President, Vice President, Treasurer or Secretary. The officers shall hold office for one year or until successors are elected and qualified. The Board shall designate such standing committees as it deems necessary; all appointments of committee personnel are subject to confirmation by the Board.
Section 8. A Steward may be removed for cause by a majority vote of those present at any meeting of the membership, provided the Steward has been given at least twenty (20) days' written notice stating the specific charges and has had an opportunity to answer such charges at the membership meeting at which the vote is taken. Voluntary resignation from office shall take effect on receipt of notice by the Secretary. Absence without leave from three (3) successive regular store meetings is presumed to be a voluntary resignation.
Section 9. Intention of running for election to the Board of Stewards shall be filed with the Secretary of the Cooperative by the candidate or a nomination may be made of a person to run for the Board by a member, with the permission of the candidate, and filed with the Secretary at least 15 days prior to a general meeting or the appropriate store meeting if a Board vacancy is being filled. The statement of intention to run or nomination filed with the Secretary shall be accompanied by a written statement of no more than one page that outlines the person's qualifications for the Board. The Secretary shall notify the members of all nominations fifteen (15) days prior to a general meeting or store meeting by posting the names of the nominees and the statements submitted concerning their qualifications at the regular places of business of the Cooperative. Nominations may be made from the floor of the general or store meeting by two members or five (5) percent of the membership present at the meeting, whichever is greater.
Section 10. The President shall be the chief executive officer of the Cooperative; shall preside at all meetings of the membership and of the Board of Stewards; and shall see that all orders and resolutions of the Board of Stewards are carried into effect.
Section 11. The Vice President shall act in the absence of the President, or in the event of the President's inability or refusal to act as determined by two-thirds (2/3) of the Board of Stewards, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Stewards may from time to time prescribe.
Section 12. The Secretary shall attend all meetings of the Board of Stewards and all meetings of the membership and record all proceedings of the meetings in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the membership and of the Board of Stewards. The Secretary shall have custody of the corporate seal and shall have the authority to affix the same to any instrument requiring it and to attest to the signature of the President. The Secretary shall be the keeper of these ByLaws, and shall have custody of the master copy; shall, whenever these ByLaws are amended, promptly update the master and provide the staff with a clean copy for reproduction and distribution; shall, upon request, provide any member with a single copy; shall maintain at least one backup copy outside the Store, for safekeeping; and shall, when leaving office, be personally responsible for passing the master copy to the incoming Secretary.
Section 13. The Treasurer, acting as an agent of the Board of Stewards, shall see to the proper keeping of the Cooperative's funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Cooperative, and shall see that all monies and other valuable effects be deposited in the name and to the credit of the Cooperative in such depositories as may be designated by the Board of Stewards.
Section 14. The officer who has charge of the membership list of the Cooperative shall prepare and make, at least ten (10) days before every meeting of the membership, a complete list of the members entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each member. Such lists shall be open to the examination of any member, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at the place where the meeting is to be held, or at the regular office of the Cooperative. The list shall also be produced and kept at the time and place of the meeting during the whole time, and may be inspected by any member who is present.
Section 15. All formal meetings of the Board of Stewards shall be open to the general membership. The Board of Stewards, including the General Manager(s), and the rotating staff person, may meet to conduct private executive sessions for the purposes of acting in an emergency such as the absence of the Manager(s) or for the purposes of personnel interviews and other personnel activities as specified in the personnel policy. When the Board of Stewards is required to review a specific individual staff member's personnel request or complaint, then the rotating staff person shall not attend that executive session unless invited.
A quorum of an executive session shall be a majority of those members allowed to vote at that executive session. Elected staff members of the Board of Stewards, the Manager(s) and the rotating staff person shall not participate in the voting if it is a personnel problem that involves them personally or is considered a conflict of interest by the majority of the Board of Stewards. Any decision made in an executive session shall be reflected in the minutes of the next formal meeting.
Section 16. For emergency issues that come up between regularly scheduled Board meetings, the Board may conduct business as needed and vote on issues via phone or email provided that an attempt shall be made to contact every Board member. A quorum of members of the Board shall be reached for explanation and discussion. Of those reached, the vote shall be unanimous and the information shall be reflected in the minutes of the next regularly scheduled Board meeting. When possible 24-hour notice shall be given to the Board members prior to the meeting.
Revised 17 April 08 dah; Minor typing edits 09 Jul 07 dah; Revised 13 Mar 05 rhs
Please note: These ByLaws appear in a less-than-official format. This document exists in order to be more easily readable by some members. This document is otherwise legal and up-to-date. The official ByLaws document is available.
