Bylaws of Northampton Community Cooperative Market, Inc.
Article 1 - Organization
1.1 Name: The name of this organization is Northampton Community Cooperative Market, Inc. (referred to in these bylaws as "the Co-op")
1.2 Purpose: The purpose of the Co-op is to acquire and distribute food and related goods and services on a cooperative basis for the benefit of its member-owners and other patrons.
1.3 Principles: The business of the Co-op shall be operated in accordance with the International Cooperative principles.
First Principle: VOLUNTARY AND OPEN MEMBERSHIP
Cooperatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political, or religious discrimination.
Second Principle: DEMOCRATIC MEMBER CONTROL
Cooperatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary cooperatives members have equal voting rights (one member, one vote) and cooperatives at other levels are organized in a democratic manner.
Third Principle: MEMBER ECONOMIC PARTICIPATION
Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the cooperative. They usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing the cooperative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership.
Fourth Principle: AUTONOMY AND INDEPENDENCE
Cooperatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their cooperative autonomy.
Fifth Principle: EDUCATION, TRAINING, AND INFORMATION
Cooperatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their cooperatives. They inform the general public -- particularly young people and opinion leaders -- about the nature and benefits of cooperation.
Sixth Principle: COOPERATION AMONG COOPERATIVES
Cooperatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional, and international structures.
Seventh Principle: CONCERN FOR COMMUNITY
While focusing on member needs, cooperatives work for the sustainable development of their communities through policies accepted by their members.
1.4 Fiscal Year: The fiscal year of the Co-op shall in each year end on June 30th, or the closest Sunday to that date.
Article 2 - Membership
2.1 Eligibility: Membership in the Co-op shall be voluntary and open to all who are in accord with its purpose and principles, who intend to make use of its services, and accept the responsibilities of membership. Memberships will be of two types: a) Household and b) Institutional. “Member” shall refer in these bylaws to an individual who is part of a household or institution which holds a membership. “Representative of a membership” shall refer to an individual voting or otherwise acting on behalf of a household or institutional membership.
2.2 Admission: Applicants shall be admitted to membership upon paying a minimum installment of the member equity requirement, as determined by the Board of Directors. In the event of questionable eligibility, admission shall be subject to approval by the Board of Directors at any time before or within six months after admission to membership. Memberships are not transferable.
2.3 Memberships: Household Memberships shall be constituted of no more than 4 adult individuals who share responsibility for the household’s purchases. The Representative of Membership shall designate household members for their membership and shall apprise the Board Clerk of any changes in household membership. Household memberships entitle all individuals covered by that membership to purchase goods and services and participate in co-op programs and events as member-owners. The Representative of Membership shall transact all official membership business with the co-op and be named as the member-owner on stock certificates, patronage rebate checks, or refunds of the membership. Household Member-Owner’s Representative of Membership shall be entitled to one vote in all matters submitted to a vote of members-owners.
Institutional Memberships shall be organizations or businesses that desire to participate as a member-owner. Institutional Memberships entitle member-owners to the same benefits as Household Memberships. The Institution’s Representative of Membership shall be entitled to make institutional purchases for business purposes only. The Representative of Membership shall transact all official membership business with the co-op. The organization or business will be named as the member-owner on stock certificates, patronage rebate checks, or refunds of the membership. Institutional Member-Owners will each be entitled to one vote in all matters submitted to a vote of members-owners.
a) Member-owners shall abide by these bylaws, by decisions made at membership and Board meetings, and by the means established in these bylaws to amend such decisions. To maintain active membership, member-owners shall be required to at least minimally participate in the affairs of the Co-op as determined by the Board of Directors.
b) Member-owners are expected to apprise the Clerk in writing of any changes of name or address. The name and address provided by a member in writing shall be the address to which all notices for that member will be sent.
2.5 Access to Information: Upon written request member-owners shall be provided access to the specified books and records of the Co-op within two weeks.
2.6 Termination: Membership may be terminated in the following ways:
a) voluntarily by a member upon written notice to the Co-op;
b) automatically, whenever a member becomes delinquent in fulfilling the member equity or minimal participation requirements. Such membership can be reestablished by fulfilling the member equity and minimal participation requirements.
c) involuntarily for cause by the Board of Directors after a fair hearing at which the representative of a membership is given the opportunity to speak and present evidence, provided that such person is accorded a right of appeal at the next membership meeting.
Upon suspension or termination of membership for any reason, member equity payments shall be redeemed in accordance with Article 8 below.
Article 3 - Membership Meetings
3.1 Annual Meeting: An annual membership meeting shall be held within four months of the close of the fiscal year or at a time determined by the Board of Directors. The location will be determined by the Board of Directors and announced no less than 30 days in advance of the meeting via a membership-wide mailing and prominent notices in the store. The announcement shall include the proposed agenda of the meeting and a description of issues which will be voted upon by the membership. Late agenda items may be placed upon the agenda by written notice to the Board Clerk at least 48 hours before the meeting. Decisions on issues not included in the notice of a meeting shall be of an advisory nature only. The purpose of the annual meeting shall be to hear reports on operations and finances, to review any important policy issues or other matters that vitally affect the Co-op, to elect Directors, and to conduct such other business as may properly come before the meeting.
3.2 Special Meetings: Special membership meetings may be called by the Board or by petition of at least 25 member representatives, subject to the same notice requirements as the annual meeting.
3.3 Quorum: Except as otherwise required by law or by these bylaws, no quorum shall be necessary for the transaction of business at any member-owner meeting. A majority of those voting shall constitute a valid vote of the member-owners.
3.4 Decisions: Representatives of a membership may vote as described in section 2.3, in person, by proxy or by absentee ballot. In voting for directors, each member may cast one vote for each position to be filled, but no more than one vote may be cast for any one candidate. Otherwise each member shall have one vote in all matters submitted to a vote of member-owners. All issues shall be decided by a majority of member-owners voting except where otherwise required by law or by these bylaws.
Article 4 - Board of Directors
4.1 Powers and Duties: Except as to matters reserved to membership by law or by these bylaws, the business and affairs of the Co-op shall be directed and controlled in the interests of member-owners by a Board of Directors (sometimes referred to in these bylaws as "the Board"). The powers and duties of the Board shall include, but not be limited to: engaging and monitoring the performance of a general manager, overseeing the operations of the Co-op, approving budgets and fiscal controls, setting membership policies, securing good conditions of employment and assuring that the purpose and principles of the Co-op are properly carried out.
4.2 Requirements and Qualifications: The Board shall consist of up to nine directors. In addition, the General Manager shall serve as a non-voting member of the Board. To be qualified to serve as a director, a person shall be a member of the Co-op and be at least 18 years of age.
4.3 Nomination: Any member-owner in good standing may apply for candidacy to the Board of Directors. If a member is not selected for candidacy by the nominations committee, they may still be added to the ballot by obtaining a petition of 50 member-owners in good standing.
4.4 Election and Term: Directors shall be elected by plurality vote at the annual membership meeting. Directors shall be elected to serve for terms of three years, and may not serve more than five consecutive terms.
4.5 Compensation: Directors may be compensated as approved by member-owners.
4.6 Conflicts of Interest: Directors shall be under an affirmative obligation to disclose their actual or potential conflicts of interest in any matter under consideration by the Board of Directors. Directors having such an interest shall absent themselves from discussion and decision of the matter unless otherwise determined by the Board.
4.7 Termination: The term of office of a director may be terminated prior to its expiration in any of the following ways:
a) voluntarily by a director upon written notice to the Co-op;
b) involuntarily, with or without cause, by action of a membership meeting; and
c) involuntarily for cause, which may include but not be limited to:
• termination of membership
• absence from three regularly scheduled consecutive Board meetings
• or by a two-thirds vote of the Board after a fair hearing at which the director is given the opportunity to speak and present evidence, provided that such person is accorded a right of appeal at a membership meeting. The director shall remain in position until the outcome of any appeal.
4.8 Vacancies: If a vacancy occurs on the Board between annual membership meetings, the remaining Board member-owners shall appoint a replacement to fill the slot of the departing director In the case of a Board member leaving the Board before completion of his or her term, the Board will appoint a substitute to complete the remainder of the term. If there are no remaining directors, a special membership meeting shall be convened to appoint new directors.
Article 5 - Meetings of the Board
5.1 Convening: The Board of Directors shall meet on a regular basis. Meetings of the Board may be called by the Board, in which case no notice to Directors will be required, or by the President or any two Directors, in which case notice of the time and place of such meeting will be required no less than five days prior if notice is written, or two days prior if oral. Notice of all Board meetings shall also be posted conspicuously at the Co-op store as soon as practicable after a meeting is set.
5.2 Open Meetings: Meetings of the Board shall be open to member-owners unless closed by the Board as to a particular issue of a sensitive nature. Such closed session shall be for purposes of discussion only and no votes shall be taken at such sessions.
5.3 Quorum and Decision Making: The presence in person of a majority of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. Decisions of the Board shall be made by majority vote of Directors present.
Article 6 - Committees
6.1 Executive Committee: The Executive Committee of the Board shall consist of the Officers of the Board together with the General Manager (as a non-voting member). The Executive Committee may act on behalf of the whole Board in emergency situations that may arise between meetings of the full Board. Any decisions made by the Executive Committee must be reviewed by the full Board at its next meeting, and may be either approved or overturned by the full Board.
6.2 Committees: The Board may designate committees to perform specified functions. Committees exercising the powers of directors shall be composed of directors.
Article 7 - Officers
7.1 Designation: The officers of the Co-op shall consist of President, Vice President, Treasurer, Clerk, and such other officers or assistant officers as is determined by the Board. No officer shall hold more than two positions, and the President and Vice-President positions cannot be held by the same person at the same time. All officers shall be directors.
7.2 Election and Term: Officers shall be elected annually by the Board at its first meeting following the annual membership meeting. Officers shall serve for terms of one year or until election of their successors, and may serve no more than five consecutive terms. Officers may be removed from their office at any time, with or without cause, by the Board.
7.3 Duties: Officers shall have the following duties and such additional duties as is determined by the Board:
a) the President shall preside at all Board and membership meetings and, as authorized by the Board, sign formal documents on behalf of the Co-op;
b) the Vice President shall perform the duties of President in his or her absence and shall, as requested, assist the President in the performance of his or her duties;
c) the Treasurer shall monitor the financial affairs of the Co-op and the filing of all required reports and returns and shall, as authorized by the Board, sign formal documents on behalf of the Co-op; and
d) the Clerk shall oversee the issuance of required notices and the keeping of minutes of all Board and membership meetings and shall, as authorized by the Board, sign or attest to formal documents on behalf of the Co-op. Minutes of all Board meetings shall be posted conspicuously at the Co-op within two weeks after the meeting. The minutes of closed sessions of the Board do not need to be publicly posted, but the minutes should indicate the Board went into a closed session.
Article 8 - Member-owners' Equity
8.1 Member Equity Requirements: Member equity requirements shall be determined by the Board of Directors in accordance with the current or prospective capital needs of the Co-op and shall be paid within the time specified by the Board Different requirements may be set for household and institutional member-owners, but such requirements shall be uniform among member-owners of the same type.
8.2 Accounting: Member-owner equity payments shall be credited on the records of the Co-op to capital accounts in the names of contributing membership.
8.3 Redemption: Member-owner equity payments shall be redeemed within sixty days of approval by the Board of Directors following termination of membership and request for redemption. Withholding of approval shall only be for good cause, including that such payments would violate loan agreements or other contractual obligations of the Co-op or would jeopardize the solvency of the Co-op. In no event shall redemption proceeds exceed the total of the member's equity payment(s). Redemption proceeds shall at all times be subject to being offset by amounts otherwise due and payable to the Co-op.
8.4 Member-owners’ payments: Any institutional member-owner’s equity payments, redemption payments, dividends, or rebates shall be made payable only to the named institutional member-owner.
Individual or household member-owner’s equity payments, redemption payments, dividends, or rebates shall be made payable only to the named representative of membership and not divided among or paid to household members.
In the absence of any such notice of designation or in the event of the death or prolonged absence of the representative of membership, the Co-op, by a vote of the Board of Directors, may designate another person in the household or institution as the representative of membership for such purposes.
8.5 Sales of Alcoholic Beverages Any profits that accrue from the sale of alcoholic beverages must be accounted for separately from profits that accrue from other sales and those profits cannot be used to distribute to members or to reduce costs to members. All alcohol sales shall be available to the public without discrimination. Special discounts to members will not apply to the sale of beer and wine, however, any discounts that are available to the general public can apply to cooperative members.
Article 9 – Patronage Dividends
9.1 Adjusted net savings: The Board may, after the close of the fiscal year, determine whether to distribute to the owners the net savings of the Cooperative in the form of patronage dividends. Such patronage dividends may be distributed partially in cash or voucher and partially in allocated retained patronage credited to the account of each such member but in no event shall the cash/voucher portion be less than the percentage required by the federal tax code. In determining amounts distributable to owners, the net savings of the Co-op derived from the excess or deficit of revenues over costs and expenses shall first be determined in accordance with generally accepted accounting principles. Such net savings shall then be reduced by amounts not attributable to business done with owners, by amounts attributable to sales of beer and wine in accordance with state law, and by other amounts which are not allowable under federal or state tax laws, and by such reasonable reserves for necessary business purposes as may be determined by the Board. In determining and allocating such adjusted net savings, the Co-op shall use a single allocation unit except to the extent that it shall, subsequent to the adoption of these bylaws, engage in any new and distinct line of business. Net savings attributable to business done with non-owners shall be credited to unallocated owners' equity.
9.2 Consent of owners: By obtaining or retaining membership in the Cooperative, each owner consents to take into account, in the manner and to the extent required by federal and state tax law, any patronage dividend received from the Cooperative. In addition, by obtaining or retaining membership in the Cooperative, each owner is required to accept all patronage dividends received from the Cooperative.
9.3 Use of Patronage Dividend: Failure to Claim or Redeem: The cash/voucher, portion of any patronage dividend distributed to an owner may be used for the purchase of goods at the Cooperative, redeemed for cash, or donated to the Cooperative. The cash portion of a patronage dividend distributed to any owner that is not claimed, used, redeemed or donated within 90 days from issuance shall revert to the Cooperative as a donation without further notice to the owner. Such cash portions of patronage dividends that are donated or that revert to the Cooperative as provided in this subsection shall be distributed and allocated as the Board may determine.
Article 10 - Notice
10.1 Notice: Any notice required under these bylaws shall be deemed delivered when deposited in the United States mail with names and addresses as they appear in the records of the Co-op.
10.2 Waiver of Notice: Any notice of a meeting required under these bylaws may be waived in writing at any time before or after the meeting for which notice is required. The attendance of any person at a meeting shall constitute a waiver of notice of the meeting except where the person attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully convened.
Article 11 - Indemnification
11.1 Liability: No member or member organization of Northampton Community Cooperative Market, Inc. shall be liable for any indebtedness or obligation of Northampton Community Cooperative Market, Inc. in an amount exceeding such member’s unpaid current dues, personal accounts payable, and any duly authorized levy or special assessment.
11.2 Indemnification: Subject to the limitations in this Article, Northampton Community Cooperative Market, Inc. shall indemnify its current and former directors and officers against all losses and expenses, including reasonable attorney fees, to which they may become subject by reason of their positions with Northampton Community Cooperative Market, Inc. or their service in its behalf. Such indemnification shall apply whenever such person is a party or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative. Such indemnification shall include direct payment or settlement of liabilities and potential liabilities. Payment of expenses incurred in defending a suit or proceeding in advance of its final disposition may be made only upon receipt by Northampton Community Cooperative Market, Inc. of a contractual undertaking by or on behalf of such person to repay such amounts unless the person shall be determined to be entitled to indemnification under this article.
11.3 Limitations: Indemnification shall only be provided if the person is determined to have acted in good faith and in the reasonable belief that his or her action was in the best interests of Northampton Community Cooperative Market, Inc., or, in regard to criminal actions, that such person had no reasonable cause to believe that his or her action was unlawful. If such determination is not made in a legal proceeding related to the claim, it may be made by a quorum of disinterested directors or by independent legal counsel selected by such quorum. If not made or able to be made by either, the determination shall be made by independent legal counsel selected at a membership meeting. In any action by or in the right of Northampton Community Cooperative Market, Inc. or in which such person is charged with receiving an improper personal benefit, indemnification shall be provided only as to reasonable expenses and only if the person is not adjudged liable to Northampton Community Cooperative Market, Inc. on such basis.
11.4 Payments: Indemnification payments and advances of expenses shall be made only in such increments and at such times as will not jeopardize the ability of Northampton Community Cooperative Market, Inc. to pay its other obligations as they become due. All such payments made shall be reported in writing to member-owners with or before the notice of the next membership meeting.
Article 12 - Bylaws
12.1 Severability: In the event that any provision of these bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.
12.2 Amendment: These bylaws may be amended or repealed in whole or in part by vote of two-thirds of the representatives of active member-owners of the Co-op present at a membership meeting, provided that notice stating the substance of the proposed amendment was included in the notice of the meeting. The directors may amend or repeal these bylaws in whole or in part, except any provision which by law, the Articles of Organization, or these bylaws requires action by the member-owners. Within thirty days of any such repeal or amendment of the bylaws by the directors, notice stating the substance of the change shall be given to the member-owners. In addition, notice of any repeal or amendment of the bylaws by the directors must be included in the notice of the next membership meeting. Any action by the directors to repeal or amend a bylaw must be ratified by a two-thirds vote of the representatives of active member-owners present at the next membership meeting or such action will be deemed to be nullified.