BYLAWS of CENTRAL CO-OP
(dba Madison Market)I. PURPOSES
The purpose of Central Co-op is:
a. To work towards enabling the community to provide itself with wholesome food and products that are produced and distributed in a manner respectful of the earth and its inhabitants;
b. To empower the community to educate itself;
c. To engage in the business of buying and selling goods and services according to consumer cooperative and financially sound principles; and
d. To engage in all such activities as are incidental or conducive to attainment of the purposes of the Co-op or any of them, and to exercise all powers now or hereinafter permitted by the State of Washington for corporations formed under the Miscellaneous and Mutual Corporations Act, Chapter 24.06 RCW or any successor statute.
II. MEMBERSHIP
2.1 ELIGIBILITY: Any person, organization or business agreeing with the purposes of the Co-op, regardless of race, nationality, political opinion, sex, gender, sexual orientation, age or religious belief shall become a member upon payment of a non-refundable membership fee and upon payment of a refundable member equity payment or upon designation as an exempt member.
2.2 MEMBER RIGHTS: The rights of the Active Membership shall include but not be limited to:
a. The right to select the Board of Trustees and to recall any or all of the Trustees;
b. The right to amend the Bylaws;
c. The right to submit an initiative to the Board of Trustees for a vote of the Membership;
d. The right to participate in the leadership processes of the Co-op through election to the Board of Trustees and/or by serving on committees chartered by the Board of Trustees; and
e. The right to obtain information concerning the actions of the Board of Trustees, the operations of the Co-op and the finances of the Co-op; provided such information is used in the best interests of the Co-op.
2.3 MEMBERSHIP RESPONSIBILITIES: Each member shall pay (1) a non-refundable membership fee or satisfy other conditions as set by the Board of Trustees and (2) a refundable equity payment in accordance with terms set by the Board of Trustees unless such member has been designated an exempt member as determined by the Board of Trustees.
III. MEETINGS
3.1 ANNUAL MEMBERSHIP MEETING: The Co-op shall hold an annual meeting to report to the Membership on the state of the Co-op in April of each year or at such time and place as the Board shall designate. The Board of Trustees shall set the agenda for the annual meeting.
3.2 OTHER MEETINGS: The Board of Trustees or the President may call special meetings of the membership. If a Petition to the Board is signed by 10% of the Active members requesting an action be taken by the Co-op, and the Board determines not to take such action or fails to take such action, the Board or President shall, on the 45th day after receipt of the petition send notice of a meeting of the members to consider such action.
3.3 MEETING NOTICE: The President or Board, when calling an annual or special meeting of members, shall cause to be delivered to each Active Member, either personally or by mail, not less than ten (10) nor more than fifty (50) days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Determination of Active Member status for notice purposes shall be as of the date that notice is sent to members.
IV. VOTING
4.1 ONE MEMBER, ONE VOTE: Each Active Member shall be entitled to one vote. Only Active Members may vote.
4.2 ACTIVE MEMBERSHIP: An Active Member is an equity-paying member who, as of the date Active Membership is determined, has used the Co-op's services (as evidenced by a purchase recorded under her/his membership number or such other criteria as the Board may establish) within the previous eighteen (18) months and has either: (a) paid his/her member equity in full, or (b) paid at least a standard minimum installment toward his/her member equity within the previous sixty (60) days. Determination of Active Membership for voting at a meeting shall be as of the date that notice of such meeting is sent to members. An equity-paying member who does not meet the above criteria shall be considered an Inactive Member. An equity-paying member's status as Active or Inactive shall change automatically from time to time as that member does or does not meet the criteria for Active Membership.
4.3 QUORUM: A quorum for the conduct of business at a meeting or for an election shall be five (5%) percent of the Active Membership. If less than a quorum is represented at a meeting, the members present may adjourn the meeting from time to time without further notice. At an adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally called.
4.4 DECISION OF MEMBERS: All decisions of the membership shall be made by a simple majority of valid votes cast unless required otherwise by these Bylaws, the Articles of Incorporation or state law.
4.5 MAIL VOTING: The Board may determine that a vote at a meeting may be taken or supplemented by mail-in ballot. In such a case, the Board shall cause to be mailed to all Active Members, along with the notice of meeting, the text of each proposal and the name of each candidate to be voted upon. Any member voting by mail whose ballot is received by the Co-op at or before the meeting shall be deemed present for all purposes of quorum, count of votes and percentages of total voting power voting.
4.6 ELECTION VOTING: As permitted under Article IV, paragraph 6, of the Articles of Incorporation, the Board may conduct the election of Trustees by mail-in secret ballot or at the Co-op premises, or a combination thereof, as directed by the Board of Trustees. The Board may establish such additional procedures as are reasonable to conduct such an election in a fair and expeditious manner. Determination of Active Membership for voting in such an election shall take place as of the close of voting on the last day of the voting period.
V. BOARD OF TRUSTEES
5.1 GENERAL POWERS: The business and affairs of the corporation shall be managed by the Board of Trustees. The Board of Trustees shall have all powers except those reserved in these Bylaws to the membership. The powers of the Board of Trustees shall include, but not be limited to:
a. Establishing standard policies governing the conduct of the affairs of the Co-op;
b. Hiring and discharging of management or contracting with appropriate groups for professional services;
c. Supervising and evaluating management;
d. Purchasing selling or leasing real estate or other major assets;
e. Entering into contracts on behalf of the Co-op and commitment of the resources of the Co-op to meet any contract obligations;
f. Borrowing of funds and pledging the credit and assets of the Co-op to secure any loan made to the Co-op;
g. Approving management’s annual budget;
h. Establishing the amounts and terms of membership fees, member equity payments and non-member markups; establishing qualifications for exempt memberships due to hardship or other reason;
i. Accepting or rejecting application for membership;
j. Reviewing and terminating memberships for cause;
k. Electing the president, vice-president, secretary and other officers as needed;
l. Chartering committees and establishing task forces as deemed necessary; and
m. Requiring an audit of the Co-op’s financial statements.
5.2 NUMBER AND QUALIFICATIONS: The Board of Trustees shall be composed of eleven (11) members. Any adult Active Member shall be eligible to serve on the Board of Trustees. The number of Trustees may be changed from time to time to any number allowed by state law or by an amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Trustee. No more than one member-elected member of the Board of Trustees may be a paid employee of the corporation.
5.3 EX-OFFICIO TRUSTEES: The General Manager shall be an ex-officio non-voting member of the Board to serve until s/he resigns or is replaced as General Manager. The employees of the corporation, other than management shall elect one employee to the Board for a one, two, or three-year term according to rules established by the employees.
5.4 TERM: Other than set forth in paragraph 5.3 above, each remaining trustee shall be elected by the membership and shall serve for a three-year term and until his/her successor is elected and qualified unless s/he resigns or is removed. No membership elected trustee may serve for more than three (3) consecutive terms.
5.5 ELECTION: Elections of Trustees shall be held annually in May. Nominations of eligible candidates shall be submitted to the Board no later than March 15 and may be submitted by any members. Election shall require a candidate to receive a plurality of votes cast. Where the number of candidates does not exceed the number of positions open on the Board, votes shall be yes-no and a candidate must receive a majority of yes votes to be elected. No more than one paid employee may be elected to the Board by the membership.
5.6 MEETINGS: The Board shall hold regular meetings as established by the Board. Special meetings may be called by or at the request of the President or three (3) Trustees. The person or persons authorized to call special meetings may fix any place for holding any special Board meeting called by them.
5.7 NOTICE: Written notice of each Board meeting shall be delivered personally, telegraphed or mailed to each Trustee at his or her address at least three (3) days before the meeting. Notice of regular meetings shall be deemed sufficient if a schedule is developed and then notice shall be posted in the store(s) at least seven (7) days prior to the regular meeting. If such notice is mailed, it shall be deemed to be delivered when deposited in the United States mail properly addressed, with the postage prepaid. If the notice is telegraphed, it is deemed to be delivered when the content of the telegram is delivered to the telegraph. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
5.8 QUORUM: A majority of the Trustees then in office shall constitute a quorum for the transaction of business at any Board meeting, but if less than such majority be present at a meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice. Members of the Board or any committee appointed by the Board may participate in a meeting of such Board or committee by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
5.9 MANNER OF ACTING: The act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board. In case of a tie vote, the motion fails.
5.10 VACANCIES: Any vacancy occurring on the Board may be filled by the vote of a majority of the remaining Trustees. A Trustee elected to fill a vacancy shall be elected to serve until the next annual election of Trustees. Any candidate for appointment must complete the standard procedure for candidacy. Should the position of the Trustee elected by employees become vacant, the unexpired term will be filled by a vote of the employees other than management.
5.11 ACCOUNTABILITY, RESIGNATION AND REMOVAL: A trustee may resign by giving notice to the President or Secretary. Excepting approved leaves of absence that the Board may grant, if a trustee is absent for two Board or two committee meetings in a row, or is “absent with regrets” for three Board or three committee meetings in a row, or is absent for any reason for four Board or four committee meetings in any twelve-month period, that trustee’s budgeted stipend or store discount shall be immediately suspended, and the President will make reasonable effort to promptly contact the trustee to discuss the problem. The President will report to the Board at the next meeting, and unless the Board votes to retain the trustee, the trustee shall be automatically removed from the Board. At a meeting of members called expressly for that purpose, one or more trustees may be removed, with or without cause, by a vote of a majority of the Active Members at the meeting.
5.12 ACTION BY TRUSTEES WITHOUT A MEETING: Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth such action to be taken is signed by each of the Trustees. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
5.13 ACTION OF TRUSTEES BY COMMUNICATIONS EQUIPMENT: Any action required or which may be taken at a meeting of the Trustees, or of a committee thereof, may be taken by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.
5.14 COMMITEES: Standing or temporary committees may be chartered by the Board from time to time and the Board may give committees such powers as if may see fit, subject to such conditions as may be prescribed by the Board and state law. All committees shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in the books of the corporation. The designation of any committee and the delegation of authority thereto, shall not relieve the Board, or any member thereof, of any responsibility imposed by law.
VI. EXECUTIVE COMMITTEE
6.1 APPOINTMENT: The Board of Trustees by resolution adopted by a majority of the full Board, may designate three (3) or more of its members to constitute an executive committee. The designation of such committee and the delegation thereof of authority shall not operate to relieve the Board of Trustees, or any member thereof, of any responsibility imposed by law.
6.2 AUTHORITY: The executive committee, when the Board of Trustees is not in session, shall have and may exercise all of the authority of the Board of Trustees except to the extent, if any, that authority shall be limited by the resolution appointing the executive committee and except also that the executive committee shall not have the authority of the Board of Trustees in reference to amending, altering or repealing Bylaws; electing, appointing, removing any member of the executive committee or any Trustee or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or consolidation; authorizing or recommending to the members the sale, lease or other disposition of all or substantially all of the property and assets of the Co-op; authorizing or recommending to the members a voluntary dissolution of the Co-op or revocation of proceedings therefor; or amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee.
6.3 TENURE AND QUALIFICATIONS: Each member of the executive committee shall hold office until the next annual election of officers of the Board of Trustees following his/her designation and until his/her successor is designated as a member of the executive committee and is elected and qualified.
6.4 MEETINGS: Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting. Notice may be written or oral and shall be deemed to be delivered when actually received by the member of the executive committee. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereover who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.
6.5 QUORUM: A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
6.6 ACTION WITHOUT A MEETING: Any action that may be taken by the executive committee at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed before such action by all members of the executive committee.
6.7 VACANCIES: Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full Board of Trustees.
6.8 RESIGNATIONS AND REMOVAL: Any member of the executive committee may be removed at any time with our without cause by resolution adopted by a majority of the full Board of Trustees. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Board and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6.9 PROCEDURE: The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Trustees for its information at the meetings thereof held next after the proceedings shall have been taken.
VII. OFFICERS
7.1 NUMBER: The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary. No paid employee shall serve as President, Vice President, or Treasurer.
7.2 ELECTION AND TERM OF OFFICE: The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual election. If the election of officers is not held at such a meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Each officer shall hold office until the next annual election and until his/her successor shall have been elected and qualified unless s/he resigns or is removed.
7.3 REMOVAL: Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served.
7.4 VACANCIES: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
7.5 PRESIDENT: The president shall be the principal executive officer of the corporation and, subject to the Board’s control, shall supervise and control all of the business and affairs of the corporation. When present, s/he shall preside overall Board meetings. With the Secretary or other officer of the corporation authorized by the Board, s/he may sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or is required by law to be otherwise signed or executed by some officer or in some other manner. In general, s/he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.
7.6 VICE PRESIDENT: In the absence of the President or in the event of the President’s death, inability or refusal go act, the Vice President (or in the event of more than one Vice President, the Vice President who was first elected to such office) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.
7.7 SECRETARY: The Secretary shall: (a) keep the minutes of the membership and Board meetings in one or more books provided of that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) shall be custodian of the corporate records; (d) keep a register of the post office address of each member as furnished to the Secretary by each member; (e) have general charge of the membership books of the corporation; (f) post minutes of Trustee meetings in the store(s); and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board.
7.8 TREASURER: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties as the Board shall determine.
VIII. SURPLUS FUNDS
After providing reserves for adequate working capital, it shall be the practice of the Co-op to adjust markups, wages and employee benefits or issue patronage dividends when surplus funds are being generated by the operations of the business.
IX. FINANCES
9.1 BOOKS AND ACCOUNTS: The Board of Trustees shall cause true accounts to be kept of:
a. All money received and expended and the matters for which receipt and expenditure take place; and
b. The assets and liabilities of the Co-op.
The books and accounts shall be kept at the office of the Co-op and may for temporary purposes be kept at another place as the Trustees see fit. At reasonable times, the books of accounts shall be open to the inspection of Trustees and members.
9.2 REPORT TO THE MEMBERSHIP: At the membership meeting following the close of the fiscal year, the Board of Trustees shall present the following documents for the previous business year:
a. Income statement;
b. Statement of retained earnings;
c. Balance sheet;
d. Statement of changes in financial position; and
e. Capital and operating budgets for the coming year.
All of these documents shall be open to inspection by any member.
9.3 SALARY: No employee of the corporation shall receive annual salary greater than 5 times the lowest entry-level wage per hour times forty hours per week times 52 weeks per year.
X. AMENDMENT OF BYLAWS
These Bylaws may be amended by vote of the Membership on the recommendation of the Board of Trustees or by initiative of the Membership.
XI. INDEMNITY CLAUSE
The Co-op shall indemnify and hold harmless each person who serves as a Trustee or officer from and against any and all claims and liabilities for action alleged to have been taken or omitted by him/her as such Trustee or officer, for all legal and other expenses reasonably incurred by him/her in connection with any such claim or liability; provided, however, that no person shall be indemnified against or be reimbursed for any expense in connection with any claim or liability arising out of his/her own negligence, willful misconduct or bad faith.
The right accruing to any person under the above paragraph herein shall not exclude any other right to which he/she may be lawfully entitled, nor shall anything herein contained restrict the right of the Co-op to indemnify or reimburse such person in any other proper case.
The Co-op, its Trustees, officers, employees and agents shall be fully protected in taking any action or making any payment under this article, or refusing to do so, in reliance on advice from counsel.
XII. DISSOLUTION
The corporation may be dissolved by a 2/3 vote of active members present in person or voting by mail at a meeting called to consider dissolution. A quorum for a meeting to consider the dissolution of the corporation shall be 25% of the Active Membership.
APPROVED BY THE MEMBERSHIP as of the XX day of November, 1996
REVISION OF BYLAW IV BY THE MEMBERSHIP as of the 31st day of May, 2006
REVISION OF BYLAW V BY THE MEMBERSHIP as of the 31st day of May, 2007
