Co-op By-laws
Last revised May 14, 2002.
I. Name and Purpose
1.1 Name and Location
We shall be known as the Clear Creek Food Co-op under the auspices of the
Earlham Food Cooperative and shall be incorporated under District of Columbia
statutes. Our principle location shall be Richmond, Indiana.
1.2 Articles of Incorporation
The provisions of the Articles of Incorporation of this corporation are hereby
made part of these by-laws.
1.3 Mission Statement
Our mission is to provide healthy food at a reasonable cost to our members and
to the wider community. We make every effort to offer food and products that
are natural, whole, organic, vegetarian, and environmentally friendly. We
operate in the spirit of the International Co-operative Alliance's cooperative
principles, including open membership, democratic member participation (both
political and economic), education, and concern for community.
1.4 Purposes
To provide a marketing and purchasing outlet for the benefit of the membership,
to offer these goods to the membership on a not-for-profit basis, to education
members and the public about the nature, benefits, and potentials of
cooperation, and to conduct any other business for the benefit of the
membership.
II. Membership
2.1 Open Membership
Without discrimination, membership in the co-op shall be open to any
individual, household, or organization able to use its services and willing to
support its cooperative organization, purposes, and principles. Individual,
household, and organizational memberships shall be offered.
2.2 Household Membership
Individual memberships shall be offered. Fees, deposits, rates, and privileges
shall be determined by a vote at a general membership meeting.
2.3 Household Membership
Household memberships shall be offered for a group of people residing at the
same street address. Fees, deposits, rates, and privileges shall be determined
by a vote at a general membership meeting.
2.4 Organizational Membership
Organizational memberships shall be offered. Fees, deposits, rates, and
privileges shall be determined by a vote at a general membership meeting.
2.5 Application for Membership
New members shall be required to complete an application, which shall include a
statement of responsibilities and rights.
2.6 Responsibilities of Members
Responsibilities of members include: supporting the cooperative by doing
business with it, providing needed capital, updating membership information in
co-op records, and abiding by policies and procedure properly adopted by the
co-op.
2.7 Rights of Members
Rights of members include: participating in membership meetings and elections,
participating in the volunteer program of the co-op, having reasonable access
to co-op records and financial information, communicating opinions about the
operation of the co-operative to the Board and management, and participating in
any membership benefits established by the Board.
2.8 Fees, etc.
Membership fees, membership deposits, and membership discount structure shall
be proposed by the Board and approved by membership at a membership
meeting.
2.9 Termination of Membership
The Board may terminate the membership of any member for the following reasons:
theft, vandalism, inactivity, failure to maintain current records, or failure
to observe policies or procedure. No membership shall be terminated without
reasonable attempt to notify the member. A member may appeal their termination
at a membership meeting.
2.10 Cessation of Membership
Upon voluntary cessation of membership, membership fees shall not be returned.
Refundable deposits shall be returned within a reasonable time of the request
for cessation of membership.
2.11 Limited Liability of Members
Members shall not be liable for any debts or obligations of the corporation
except as otherwise provided by law.
III. Membership Meetings
3.1 General Membership Meetings
The co-op shall hold a general membership meeting no less than once a year for
the purposes of electing Board members, presenting reports on the state of the
co-op, and making membership decisions. These meetings, shall be convened by
the Board of Directors who shall also be responsible for forming the agenda of
these meetings.
3.2 Notice
Public notice of the time and place of each general membership meeting shall be
given no less than ten days and no more than twenty-five days before the
meeting.
3.3 Elections
The election and voting process shall be conducted by a temporary committee of
members who are not candidates for the Board. This committee shall be chosen by
a majority vote of the Board of Directors, and shall conduct the election in a
manner approved by the Board.
3.4 Quorum
At least ten members at a membership meeting constitutes a quorum.
3.5 voting
Each member who has satisfied the requirements of membership is entitled to one
and only one vote on each question. An organization with a membership may send
one delegate to represent the organization. Voting by proxy is not allowed.
Decisions shall be made by a simple majority vote of those members present at
the meeting. At least ten members at a membership meeting constitutes a
quorum.
3.6 Special Meetings
If a petition of twenty persons from the membership is presented to the Board,
a time and place for a special meeting shall be posted within a week.
3.7 Parliamentary Authority
The board shall adopt a process by which meetings will be conducted. In the
event of a dispute, Robert's Rules of Order shall be followed.
IV. Board of Directors
4.1 Qualifications
Any person holding an individual or household membership who is not a paid
employee of the co-op may be elected to the Board of Directors.
4.2 Number
There shall be a minimum of six and a maximum of 15 members on the Board of
Directors.
4.3 Vacancies
If the number of board candidates does not exceed the number of positions
available, the Board may appoint these members to the Board, unless a vacancy
occurs within two months before a general membership meeting.
4.4 Terms
A board member's term is two years; elections shall be staggered so that no
more than four terms expire each year.
4.5 Removal
The Board may remove a director for cause or non-participation with a majority
vote. The Board is responsible to air the grievance to the Board member and
give the board member in question the opportunity to respond before a secret
vote is held.
4.6 Quorum
A majority of Board members shall constitute a quorum, which must be present
for any voting decisions to take place.
4.7 Voting
Decisions shall be made by an affirmative vote of majority of Board members
present.
4.8 Compensation
Board members shall be considered volunteers and given the privileges of
participating in the volunteer program.
V. Board Duties
5.1 Overall Responsibilities
The Board is responsible for the direction and management of the co-op.
5.2 Membership Meetings
The Board shall call, solicit agenda items, set the agenda for, and report to
the membership at one or more membership meetings each year.
5.3 Budget
The Board shall create or have created and shall approve an annual or
semi-annual budget and monitor its implementation.
5.4 Financial Reviews
The Board shall provide for a review of the co-op's finances annually by a
competent and disinterested auditor or accountant.
5.5 Long Range Plan
The Board shall approve, modify, and monitor the implementation of a long range
plan.
5.6 Management
The Board shall be responsible for the employment, evaluation, compensation,
and removal of the general manager. The Board will also maintain a current
written job description for the general manager, who shall be responsible for
and granted the authority to make decisions regarding the routine business of
the co-op including the authority to incur costs within the Board-approved
budget.
5.7 Revision of By-laws and Policy Documents
The Board shall annually review and propose revisions (if deemed necessary) to
the membership of these by-laws and other policy documents of the co-op.
5.8 Committees
In order to fulfill its responsibilities, the Board may establish, appoint
members, and delegate the authority of various committees. These committees may
include Board members and non-Board members.
5.9 Executive Committee
The executive committee shall consist of the president/convener,
vice-president, treasurer, secretary, and general manager. This committee is
granted the authority to make emergency decisions between Board meetings.
5.10 General Powers
The Board shall adopt such policies, rules, and regulations not inconsistent
with these by-laws, the articles of incorporation, or law as it may deem
advisable.
Officers
6.1 Officers
Officers shall be chosen by election of a majority of the Board.
6.2 President/Convener
The president/convener is responsible for establishing meeting times and
agendas. The president/convener shall also be responsible for the orientation
of new Board members.
6.3 Vice-president
The vice-president shall assume the responsibilities of the president in the
event that the president/convener is not able.
6.4 Secretary
The secretary is responsible for getting written minutes of Board and
membership meetings taken and distributed.
6.5 Treasurer
The treasurer is responsible to meet with the general manager concerning
budgeting and financial reporting.
VII. Finances
7.1 Capital Transfer and Retirement
All forms of evidence of capital ownership are transferable only on the books
of the co-op. Capital furnished by the members shall be either retired fully or
on a prorated basis at the discretion of the Board.
7.2 Borrowing
The Board may approve borrowing.
7.3 Investment
The Board may approve investment of the co-op's assets in other
cooperatives.
7.4 Capital Expenditures
Capital expenditures in excess of $1,000.00 are to be approved by a majority
vote of the Board.
7.5 Losses
In the event that the co-op suffers a loss in any year, the Board may prescribe
the basis on which the capital furnished shall be reduced on account of any
such loss so that it will be borne by the membership on as equitable a basis as
the Board finds practical.
7.6 Distribution of Net Savings
In the event that the co-op makes a significant profit in any year, the Board
may prescribe the basis on which that profit is to be distributed to the
membership in an equitable manner.
7.7 Equity
The Board may recommend to a membership meeting vote a system of membership
equity.
7.8 Fiscal Year
The fiscal year shall begin on January 1st and end on December 31st.
VIII. Dissolution
8.1 Dissolution
The decision to dissolve, merge, or make a partnership shall be made by a
2/3rds affirmative vote of the voting members.
8.2 Distribution of assets
In the event of dissolution, winding up, or other liquidation of assets of the
cooperative, any surplus after return of member-invested capital, should such
membership capitalization system be in effect, shall be distributed to such
cooperative or non-profit corporation, institutions, or organizations as may be
designated by the Board of Directors, to be used for the purposes similar to
those of this cooperative.
IX. By-laws
9.1 Amendments to By-laws
These by-laws may be adopted, amended, or repealed by a majority vote of the
members voting.
9.2 Severability
If any section, clause, provision, or portion of these by-laws is adjudged
unconstitutional or invalid by a court of competent jurisdiction, the remainder
of these by-laws shall not be affected thereby.
X. Indemnification
This corporation will indemnify and hold harmless each Board member and employee and defend its agents when they are acting on its behalf. This does not apply to negligence or willful misconduct.
