BYLAWS OF RIVER CITY FOOD CO-OP, INC.
ARTICLE I – NAME AND ORGANIZATION
1.1 NAME. The name of this cooperative shall be the River City Food Co-op, Inc., referred to in these By-laws as the “Co-op”.
1.2 ORGANIZATION. The Co-op shall be organized on a non-stock, member-owned basis.
ARTICLE II – PURPOSE
2.1 The purpose of the Co-op shall be:
- To offer a large selection of high quality (mostly organic) food.
- To offer regular educational classes and lessons to introduce people to new foods and help people find things to eat that are fast and healthy.
- To create a community of people that will be engaged in the working and in the every day functions of “The Coop”. This will boost the social capital of individuals and the community.
ARTICLE III – MEMBERSHIP
3.1 QUALIFICATIONS. Membership shall be open to all persons, businesses and non-profit organizations who meet the requirements of membership as set by the Board of Directors and who support the aims of the Co-op.
3.2 MEMBERSHIP PAYMENT. Eligible parties must pay an amount established by the Board of Directors in order to become a member.
3.3 RIGHTS OF MEMBERS. By virtue of the initial membership payment, all members shall be entitled to participate in the governance of the Co-op as set forth in these By-laws and shall be entitled to such benefits as result from action of the Co-op.
3.4 RESPONSIBILITIES OF MEMBERS. The responsibilities of membership shall be those established by the Board of Directors or adopted by vote of the members, including providing equity capital and notification to the Co-op in the event of change of name, address or status.
3.5 ADMISSION OF NEW MEMBERS. Application for membership shall be made in writing on a form provided by this cooperative. Payments for membership are due at the time that the form is submitted by the potential members. A payment schedule can be set up with the Store Manager. Each new member shall receive a copy of the Bylaws of this cooperative.
3.5 TERMINATION OF MEMBERSHIP. Members may terminate their membership by tendering their resignation in writing to the Secretary. The Board of Directors may terminate the membership of any member who fails to meet the responsibilities of membership. A member shall surrender their Membership Card to the Co-op at the time of voluntary termination and within thirty (30) days after Board termination. There will be no financial refund for the time remaining on the membership.
3.6 NON-TRANSFERABILITY. No member may transfer a membership or any right arising there from.
3.7 TWO CLASSES OF MEMBERS. There will be two classes of members according to the bylaws of the co-op: Full and Non-Working. Full is a member working 5 hours per month to receive a 15% discount on all purchases and Non-working member receives a 5% discount on all purchases.
ARTICLE IV – MEETINGS OF MEMBERS
4.1 ANNUAL PICNIC. The Co-op shall hold an Annual Picnic of members during the summer months which shall serve as an annual meeting at a time and place specified by the Board of Directors. At that meeting the members shall receive the Board’s Annual Report of the activities and performance of the Co-op and the Financial Report.
4.2 AGENDA ITEMS AT ANNUAL PICNIC. Agendas for Annual Picnic shall be set by the Board of Directors. Notices shall be posted at convenient locations inviting members to submit to the Board proposed items for inclusion on the agenda. Additional items may be added to the agenda at the picnic upon majority vote of the members present and voting.
4.3 SPECIAL MEETINGS. Special Meetings may be called by the Board of Directors or by the President and shall be called by the Secretary as soon as practicable upon receipt of petitions signed by twenty (20) members. The purpose of such meetings shall be clearly stated in the notice of the meeting. Any business other than that specified in the notice of the meeting shall be of an advisory nature only.
4.4 NOTICE OF MEETINGS. Between seven (7) and thirty (30) days before the date of a membership meeting, notice stating the place, date, time and purpose of the meeting shall be delivered by any appropriate means to each member, as shown in the records of the Co-op, and shall be posted at convenient locations.
4.5 QUORUM. A quorum at any Annual or Special Meeting shall be forty-five per cent (45%) of the membership. Business may be discussed but no official action may be taken without a quorum. A quorum shall continue after a member present and counted has left the meeting.
4.6 VOTING. Each member present at a meeting shall have one vote and members shall not vote by proxy. When necessary, voting may happen via email or proxy. Members should be notified of this possibility seven (7) days before the vote is to happen. Business and organizational memberships shall be allowed only one vote. Voting rights are secured ten (10) days after the membership payment. Questions presented at meetings shall be decided by a simple majority of those present and voting. At the discretion of the Board of Directors decisions of major significance may be put to a mail ballot of all members.
ARTICLE V – BOARD OF DIRECTORS
5.1 GENERAL POWERS. The Board of Directors shall have the power to conduct the business of the cooperative and to exercise or delegate such authority as is not otherwise set forth in these By-laws. This includes approval and authorization of expenditures; hiring and termination of employment of staff members; and creation and implementation of policies for the development, operation and maintenance of programs and facilities.
5.2 DELEGATION OF AUTHORITY. Should the Board delegate its authority, it may do so through a General Manager. The Board shall have the power to hire, evaluate, compensate and terminate the employment of the General Manager. The General Manager shall have the responsibility and authority to manage the affairs of the cooperative and to make all decisions affecting the operation of the cooperative on a day-to-day basis. Decisions of the General Manager shall be in accord with policies established by the Board of Directors and the membership.
5.3 NUMBER AND QUALIFICATIONS. The Board of Directors shall consist of three (3) to twelve (12) members who shall be elected by the membership with continuity to be maintained by electing half of the Directors annually. Only members in good standing may serve on the Board of Directors. An unexpired term may be filled under Section 5.5 of these By-laws. Paid staff of the cooperative may not serve as Directors.
5.4 NOMINATIONS, ELECTION AND TERMS. Directors shall be nominated by a committee chosen for the purpose and appointed by the President. The committee shall consist of one (1) Director, whom shall serve as chair, and two (2) other Co-op members. Members shall be notified of the proposed slate at least seven (7) days prior to the election. Individuals not nominated by the committee may be presented for election upon petition of ten (10) members. Directors shall be elected by the membership for terms of one or two years. Directors may serve no more than three (3) consecutive terms.
5.5 VACANCIES. Any vacancy among Directors may be filled by an appointment approved by a majority vote of the Board. A Director so appointed shall serve to complete the term of the vacancy.
5.6 MEETINGS OF THE BOARD. Regular meetings of the Board of Directors shall be held at least quarterly on a schedule to be determined by the Board. It shall not be necessary to serve Directors with a notice of regular meetings. Special meetings of the Board may be called by the President or by one-third (1/3) of the Directors. Notice of all special meetings, stating the place, date, time and purpose of the meeting, shall be delivered to Directors at least three (3) days in advance and may be delivered by any appropriate means. Any member may propose an item for Board consideration by delivering it to the Secretary no less than two (2) days before the date of the meeting.
5.7 QUORUM. The Board of Directors shall conduct no business unless a majority of the Directors is present.
5.8 VOTING. Unless otherwise required by law or by these By-laws, decisions at meetings of the Board shall be made by majority vote. Meetings of the Board shall be conducted under parliamentary procedures that are fair and reasonable in the circumstances.
5.9 OPEN MEETINGS. Meetings of the Board of Directors, except Executive Sessions, shall be open to all members who may observe and who may participate according to the policy of the Board of Directors. The Board may call an Executive Session by a two-thirds (2/3) vote of the Directors who are present when personnel matters, litigation and other financial transactions are to be considered.
5.10 COMPENSATION. Board members shall receive remuneration in the form of one volunteer hour which can be used towards the 10% discount for 5 volunteer hours.
5.11 COMMITTEES. The Board may appoint standing or special committees to advise the Board or to exercise such authority as the Board shall designate. Members of all committees shall be appointed by the Board and may be removed or replaced by the Board whenever it deems necessary.
5.12 TERMINATION. The term of office of a Director may be terminated prior to its expiration in any of the following ways: (1) voluntarily upon notice to the Secretary; (2) automatically upon termination of membership; (3) by action at a membership meeting whenever the best interests of the Co-op would be served; and (4) for cause by a two-thirds (2/3) vote of the Board. Termination may be effected under clauses (3) and (4) only if the Director to be removed is given notice of the reason for the termination and an adequate opportunity to respond in person or in writing. A Director who is absent from two consecutive Board meetings, unless excused for good cause, will have board position re-evaluated for priority reasons.
ARTICLE VI – OFFICERS
6.1 DESIGNATION AND QUALIFICATIONS. All Officers of the Co-op shall be members and shall consist of President, Secretary, and Treasurer. The Board may designate other officers or assistant officers.
6.2 ELECTION. Officers shall be elected by the Board of Directors at its first meeting of the calendar year (Jan thru Dec). Officers shall serve terms of one two years or until election of their successors. Officers may be reelected. Officers may be removed from office and replaced by the Board by a two-thirds (2/3) vote.
6.3 DUTIES. (a) The President shall be responsible for calling meetings of the Board, for establishing the agenda for meetings, for coordinating the activities of the Board and shall deliver a report of activities to the Annual Meeting of The membership. (b) The Secretary shall be responsible for the recording and keeping of adequate minutes of all meetings and making them available to members and for overseeing the notification of members for Annual or Special Meetings. (c) The Treasurer shall oversee the receipt and deposit of all monies in a Board approved financial institution, assure accepted bookkeeping and accounting methods and disbursement of funds in accordance with Board directives, submit monthly or quarterly financial reports to the Board and submit a year-to-date report to the Board and membership at the Annual Meeting.
ARTICLE VII – OPERATIONS
7.1 FISCAL YEAR. The fiscal year of the Co-op shall be November to October as set by the Board of Directors with attention to criteria of fiscal efficiency and operating effectiveness.
7.2 AUDITS. The Board of Directors shall review all financial statements prepared and resented by management at their regular meetings but no less than four times a year. The Board may, in addition, have the books audited or reviewed at least annually by a certified public accountant.
7.3 RESERVES. After completion of the annual audit of the Co-op’s financial statement, the Board shall determine the distribution of net income from operations. First, the Board shall determine and fund adequate operating reserves for the continuing operation and soundness of the Co-op, additional reserves for equipment replacement, repayment of debt, expansion of the Co-op and improvement of facilities, employee deferred compensation payments and contributions to employee pension and profit-sharing plans, if any. Next, the net income shall be applied to losses incurred in prior years.
7.8 BORROWING. The Board may borrow money, issue bonds and mortgage, pledge or otherwise grant interest in property owned by the Co-op.
ARTICLE VIII – INDEMNIFICATION
8.1 INDEMNIFICATION. Current and former Directors and Officers of the Co-op shall be indemnified to the fullest extent provided under Indiana law against liability asserted against the individual based on his/her actions while acting in his/her capacity as a Director or Officer of the Co-op. The Co-op may purchase insurance to provide such indemnification.
ARTICLE IX – INTERPRETATION AND AMENDMENT
9.1 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 modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these By-laws.
9.2 AMENDMENT. These By-laws may be amended or repealed only by a two-thirds (2/3) vote of members present at a Special Meeting. The proposed amendments shall be stated or fully described in the notice of the meeting at which they are to be adopted at least fourteen (14) days prior to that meeting. By-law changes shall take effect thirty (30) days after membership approval.
ARTICLE X – DISSOLUTION OF THE COOPERATIVE
10.1 DISSOLUTION. The members of the Co-op may vote to dissolve the Corporation by a three-quarters (3/4) vote at a membership meeting, provided that the motion to do so has been communicated by mail to each recorded member address at least fourteen (14) days prior to the membership meeting. At the time of any such vote, the membership shall appoint or elect a committee of up to four (4) persons, at least three (3) of whom are members of the Co-op, to handle the responsibilities resulting from the decision and, according to law, liquidate all assets and pay creditors of the Co-op. Per Article VII of the Articles of Incorporation establishing the River City Food Co-op, the net assets other than those held upon a condition requiring full return, transfer or conveyance by reason of the dissolution or liquidation, shall be distributed to other non-profits in the area that are doing similar work.
(Revised with approval from membership November 2009.)