On March 1, 2009, these bylaws replaced Mariposa Inc.’s former bylaws.
BYLAWS FOR MARIPOSA FOOD CO-OP
Article I – Purposes
Mariposa, Inc. (hereafter “the Co-op”) is organized according to the principles of the international cooperative movement to provide residents of West Philadelphia and beyond with access to and information about food, especially healthy, locally-grown, or otherwise sustainably-produced products. Our primary activity is running a food co-op owned by those who shop there, who actively participate in its governance and operations on an egalitarian consensus-seeking basis.
Article II – Offices
The principal office of the Co-op shall be 4726 Baltimore Avenue, Philadelphia, Pennsylvania 19143. The Co-op may also have offices at such other places as the Board of Delegates, from time to time, may determine.
Article III – Membership
1. Membership Eligibility
Any individual who is at least eighteen (18) years old or is a legally emancipated minor may apply for a single, regular membership. Except where expressly prohibited by these bylaws, the Board of Delegates and/or Member Meeting may establish policies allowing Members to assign some or all rights and responsibilities of membership to other individuals in their households.
2. Membership Requirements
For the purposes of these Bylaws, the Members shall consist only of those individuals who have met the following requirements: payment in full of the minimum annual regular membership capital contribution established by the Co-op; completion of, or being in the process of completing, the participation requirement established by the Co- op; and satisfaction of any other requirements established by the Members from time to time.
3. Orientation
Applicant members may be required to attend orientation programs and shall be required to sign an
acknowledgement of member responsibilities under such rules, procedures and policies as the Board of Delegates may, from time to time, determine.
4. Records
The Co-op shall maintain records showing the names, addresses, phone numbers or email addresses, and date membership began for each Member, including all adults and legally emancipated minors in a household.
5. Participation Requirement
A regular or special meeting of Members may impose uniform annual participation requirements, including unpaid member labor, meeting attendance, and/or committee service.
6. Voluntary Termination of Membership
A Member may, at any time, terminate membership in the Co-op by submitting to a person designated by the Board of Delegates a written statement stating that the Member wishes to terminate its membership. Such statement shall be signed by the Member. Voluntary termination shall not affect the terminating Member’s existing liabilities to the Co-op. The Member’s regular capital shall, upon written request, be returned to the Member in cash subject to deductions for debts owed by the Member to the Co-op.
7. Leaves of Absence
The Board of Delegates may enact policies to determine the responsibilities of Members during leaves of absence.
8. Transfer of Membership
Membership shall not be transferable between individuals.
9. Inactive Membership
The Board of Delegates may adopt procedures for identifying inactive members. When a Member is determined to be inactive, a warning notice shall be sent to the most recent email or postal address of the member and if no response is received within 60 days, the membership shall immediately terminate and all of the Member’s capital shall be forfeited and transferred to the reserve capital account.
10. Death of a Member
Upon the death of the last or only person included in a membership, the membership shall immediately terminate. Upon written request, the Co-op shall return the terminated Member’s regular capital, subject to deductions for debts owed by the Member to the Co-op, to the person designated as “beneficiary” on the Co-op’s records. If no such request is made within two years after the death of the Member, all of the Member’s capital shall be forfeited and transferred to the reserve capital account.
11. Suspension or Expulsion
The Board of Delegates may suspend or expel any Member for cause. A Member proposed for suspension or expulsion shall be given reasonable notice of the pending action. The Board shall be authorized to prescribe procedures under which the proposed suspension or expulsion shall be considered. The Member shall have the right to appeal the suspension or expulsion to the membership at the next regularly scheduled membership meeting. Suspension or expulsion of a Member shall not affect that Member’s existing liabilities to the Co-op. If a Member is expelled, the Member’s regular capital shall be returned to the Member, subject to deductions for debts owed by
the Member to the Co-op.
12. Limits on Number of Members
The Board of Delegates may, from time to time, decide to limit the number of members of the Co-op, and may decide to limit new applications for membership.
Article IV – Meetings of Members
1. The Membership Meeting
General meetings of Mariposa’s members shall be the final authority on all matters related to the Co-op. Only a Membership Meeting may amend the Co-op’s articles of incorporation or bylaws, change its mission statement, dissolve the Co-op, transfer the majority of its business or assets to another organization, or alter the basis of membership in the organization. Other decisions relating to the Co-op’s business, except where stated in these bylaws, shall be made by the Board of Delegates.
2. Frequency of Meetings
a. Regular meetings of the Members shall be held quarterly at dates, times, and places to be determined by the Board of Delegates. The Annual Meeting shall take place during the month of March and other meetings at approximately three-month intervals throughout the year.
b. Special meetings of the Members may be called by a resolution of at least three (3) Delegates or by a petition signed by a number of Members sufficient to form a quorum, stating the purpose of the requested meeting and delivered to the Convener. Upon receipt of such a request, the Convener shall call a special meeting, which shall take place within thirty days. If the Convener fails to call the meeting and issue notice of it within seven days after receipt of the petition, the petitioning Members may issue the notice, and the Co-op shall pay the reasonable costs of such notice.
3. Notice of Meetings
The Convener shall notify each Member of each membership meeting, setting forth the date, time, place and nature of the business of the meeting, using the Member’s last known telephone number, postal address, or email address, not less than two weeks before the date of the meeting. The notice shall also be conspicuously posted at the Co-op.
4. Agenda
The agenda for the membership meeting shall be set forth in the notice of meeting, and no business other than that generally set forth in the notice shall be transacted at the meeting or any adjournment of it. The agenda of regular membership meetings shall be developed by the Board in consultation with members, committees, and paid staff. If any Member submits to the Board a petition of ten (10) Members requesting that an item be placed on the agenda of a membership meeting (within sufficient time for the issue to be publicized in the notice of the membership meeting sent to Members), the board must place this item on the agenda.
5. Quorum
A number of Members equivalent to either five percent (5%) of the Members or forty (40) Members, whichever is less, shall constitute a quorum at any meeting of Members. The Members present at a properly organized meeting may continue to do business, despite the withdrawal from the meeting of enough Members to leave less than a quorum. If a meeting of Members cannot be organized because a quorum has not attended, those present may adjourn the meeting to such date, time and place as they may determine, and notice of such adjourned meeting shall be posted in a conspicuous place at the principal place of business of the Co-op for a period of not less than seven days prior to the date of the adjourned meeting. Those who attend such adjourned meeting, although less than a quorum, shall be deemed to constitute a quorum at that meeting only for the transaction of business from the meeting that was adjourned.
6. Making decisions
a. Eligibility – The Secretary or a designated representative shall bring a list of the names of Members. Listing in the membership records shall be prima facie evidence of a Member’s eligibility to participate in making decisions.
b. Each Member shall have equal rights in making decisions (i.e. one and only one vote, or equal rights in any formal consensus process adopted). Participation in making decisions must be in person, except if specifically authorized in these Bylaws. Proxies shall not be permitted. Membership may be required as a condition of attendance at the meeting.
c. All questions brought before the meeting shall be decided according to rules of order adopted by the membership and published in the Member Handbook or, if no such rules have been adopted, by consensus of the Members present in person and entitled to participate in making decisions, except as otherwise provided by statute or these Bylaws. The rules of order shall include a process for determining when consensus cannot be reached and specify what action is to be taken if this occurs.
d. Voting by Ballot
A Member Meeting may authorize voting by ballot on any proposal that properly may be brought to the Members for a decision, including but not limited to any proposal to amend these Bylaws. Whenever voting is conducted by ballot, the following rules shall apply:
1. All votes shall be submitted by ballot and no voice votes will be counted;
2. the form of the ballot shall be prescribed by the Board;
3. a copy of the proposal or ballot to be voted upon and the date and time by which the ballot must be received by the Co-op in order to be counted (the “Ballot Due Date”) shall be published in the Co-
op newsletter or another publication distributed to Members no less than 30 days nor more than 60
days before the Ballot Due Date and shall be posted in a conspicuous place in each Co-op store and
on the Co-op’s website throughout the 20 days immediately preceding the Ballot Due Date;
4. the Ballot Due Date shall not be later than the adjournment of the meeting at which the issue described in the ballot is being considered; and
5. the ballot shall set forth the instructions for returning the ballots, which shall include as one option depositing the ballot in a ballot box located in any Co-op store.
Each Member shall be limited to submitting one ballot on each voting occasion. To be counted, ballots must be received by the Ballot Due Date, must be returned in accordance with the instructions on the ballot, and must meet certification standards set by the Board to ensure confidentiality, authenticity, and validity.
Three persons designated by the Board shall count the ballots in a manner designed to preserve the
confidentiality of the Member’s vote. The vote shall not be considered an act of the Members unless at least 75 ballots are received by the Co-op.
7. Conduct of Meetings
Meetings of Members shall be governed by rules of order adopted by the membership, and published in the most recent edition of the Member Handbook prior to commencement of the meeting. Facilitators may appoint other members to advise them with regard to procedural matters. The regular meetings of Members shall include the following matters:
a. Recording the names of Members present;
b. Reading and action on minutes of previous meeting of Members;
c. Elections (if needed);
d. Reports of Officers, Board of Delegates, committees, and manager;
e. Report of financial condition;
f. Other business.
8. Notice of Nomination and Election of Delegates
No later than sixty (60) days prior to the Spring membership meeting, the Convener shall post a notice of elections in a conspicuous place at the principal place of business of the Co-op, which notice shall state the date of the elections, the positions for which elections are to be held and the procedure for nomination of candidates for the positions. The notice shall also be published in a publication generally distributed to all members. Nominations of candidates for at-large Delegates may be made by any person in a member household by submitting the name of the nominee(s) to the convener within sufficient time to permit the nomination to be disseminated to the membership
by mail in accordance with these bylaws. Each committee eligible to nominate a delegate shall nominate one candidate and any number of alternates; if more than one alternate is nominated, they must be ranked in order of preference. Representatives of the convener shall contact each nominee and determine the nominee’s willingness to serve.
9. Referendum on Acts of Delegates
Any action taken by the Board of Delegates shall be referred to the Members for approval or disapproval when requested by the Board or if demanded by petition of at least 5% of the Members forty (40) Members (whichever is less), delivered to the Convener within two weeks after the date that the action is authorized by the Board of Delegates. Such matters shall be approved or disapproved by the Members at the next membership meeting. Upon receipt of a petition demanding a referendum, the Convener shall place the item on the agenda for the next membership meeting and shall stay execution of the action until the referendum has been held. Rights of third parties which vest between the time that the action is authorized by the Board of Delegates and the time that the petition is received or the referendum is held shall not be impaired by a vote of the Members.
Article V – Delegates
1. Election of Delegates
a. The election of Delegates shall take place at the annual membership meeting. Notice of the election, including the names of the candidates, the Board positions being filled, and a copy of the ballot shall be posted at the Co-op and mailed or emailed to Members at least 30 days before the meeting at which the election will be occur and shall be posted in a conspicuous place in each Co-op store and on the Co-op website throughout the twenty (20) days immediately preceding the date of the election, and there shall be an opportunity in the same publication for brief statements relating to each candidate.
b. Committee delegates shall be elected one-by-one according to the rules of order established for
membership decisions. If a nominee for the position of committee Delegate is rejected, the alternates shall be considered one-by-one in the order they are ranked in the nomination. If all of a committee’s nominees are rejected, the seat shall be considered vacant and filled accordingly.
c. At large delegates shall be elected by ballot using the single transferable vote method and Droop quota.
d. As set forth in Section 6d of Article IV of these Bylaws, to be counted, the ballots must be received by the Co-op by the adjournment of the meeting at which the election is held, must be returned in accordance with the instructions on the ballot, and must meet certification standards set by the Board to ensure confidentiality, authenticity, and validity.
2. Number of Delegates
The administration of the Co-op shall be vested in a Board of Delegates comprised of a minimum of eleven (11) and a maximum of seventeen (17) persons who shall act for the Co-op in all matters, except those required by statute, the Articles of Incorporation or reserved by these Bylaws for the Members.
3. Board Positions
The Board of Delegates shall consist of the following persons, all of whom shall be Members of the Co-op: the three officers, a minimum of four (4) and a maximum of seven (7) Delegates from standing committees, and a number of at-large Delegates equal to the number of committee Delegates. Except for vacancies filled in accordance with Article V, Section 6, of these Bylaws, all Delegates shall be elected by the membership according to Article V, Section 1.
4. Terms of Office
a. Except for the officers, Delegates shall be elected for a term of two (2) years and shall serve until that Delegate’s successor is elected and assumes office.
b. A Delegate who has served more than five consecutive years on the Board shall not be eligible to be a candidate for election to the Board (other than as an officer) until he or she retires from the Board for at least one year.
c. The election of Delegates will be such that terms are staggered so that under normal circumstances approximately half of the at-large Delegates shall be elected every second year. Transition election in 2009:
The half of the delegates elected at-large with the most votes shall each be elected to a term of two (2) years. The other at-large candidates elected to the Board in 2009 shall be elected to a term of one (1) years.
The initial terms of Committee delegates shall be determined by the Board at its first meeting.
5. Vacancies
a. Any seat on the board shall become vacant when the occupant dies, resigns, is removed, or ceases to be a member of the Co-op. Incumbent Delegates shall resign their previous seats if named to a different position on the Board.
b. Vacancies in at-large seats on the Board of Delegates occurring between membership meetings at which Board elections are held shall be filled by a decision by the remaining Delegates, and each person so elected shall be a Delegate until his or her successor is elected by the Members at the next membership meeting. Vacancies in committee seats shall be filled by a member of that committee nominated by the committee and accepted by a decision of the Board, and each person so elected shall be a Delegate until his or her successor is elected by the Members at the next membership meeting. If the size of the Board falls below the 11-member minimum, the Board may continue to function, but must make a good faith effort to bring the size back to the minimum as soon as possible.
6. Removal of Delegates
a. A Delegate may be removed with or without cause by a decision of a regular or special membership meeting. Any Member or Members may request removal by bringing formal charges against a Delegate by following the procedures which are set forth in the Bylaws for the calling of a special membership meeting. The Delegate whose removal is proposed shall be given the opportunity to be heard at the membership meeting. A vacancy caused by removal shall be filled at the same meeting by the vote of the Members present at the meeting.
b. Delegates who incur three (3) consecutive unexcused absences from Board meetings shall be automatically removed. An unexcused absence shall be determined by the Convener.
7. No Compensation of Delegates
Delegates shall receive no monetary compensation from the Co-op for their services as Delegates.
8. Meetings
The Board of Delegates may hold meetings, both regular and special, at such time and place as they may, from time to time, determine; however at least 12 meetings must be held each year. The date, time and place of each meeting of the Board of Delegates shall be posted by the Convener in a conspicuous place at the principal place of business of the Co-op for at least three (3) days prior to a special meeting, and two (2) weeks prior to a regular meeting. All meetings for the transaction of business of the Board of Delegates shall be open to the membership of the Co-op.
9. Special Meetings
Special meetings of the Board of Delegates may be called by the Convener or by any three (3) Delegates. Notice of a special meeting shall be given to each Delegate at last three (3) days prior to the meeting.
10. Quorum
At all meetings of the Board of Delegates, two thirds of those who are currently serving on the Board shall be necessary to constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of Delegates, the Delegates present may adjourn the meeting and determine a time and place for an adjourned meeting. Notice of the adjourned meeting shall be given to each Delegate, and shall be posted at least three (3) days prior to the adjourned meeting.
11. Executive Session
The Board may go into executive session, at which everyone is excluded except currently serving Delegates, for the purpose of discussing any matters of business that the Board may consider confidential or sensitive. Before meeting in executive session, the Board must approve a motion to go into executive session. The motion must include specific reference to the substance of the matters to be discussed. The Board may invite relevant individuals, as required, for consultation. No decision may be made in executive session except to address issues that, at the discretion of the Board, requires confidentiality, or to recess or adjourn out of executive session. The decision to call an executive session and a general description of the matters discussed must be recorded in the minutes of the Board meeting at which the motion to go into executive session was approved. Delegates who are employees of the Co-op shall not be present during any discussions of and shall not participate in any decision concerning their own performance or compensation.
Article VI – Officers
1. Election of Officers
The officers of the Co-op shall be a Convener, Secretary and Treasurer. Officers shall be chosen for a term of one (1) year and shall serve until that officer’s successor is elected and assumes office or until removed by the membership meeting for cause. Only members of the Co-op may serve as officers; paid employees of the Co-op shall not be eligible to be officers of the Co-op.
2. Convener
The Convener (or his or her designated representative) shall call regularly scheduled meetings of the membership, shall give notice of all board and membership meetings required by these bylaws, and shall facilitate at those meetings. If the Convener is not present at a membership or Board meeting and has not designated a facilitator, the meeting may appoint any member present to facilitate at that meeting. An unexcused absence of a Delegate shall be determined by the Convener.
3. Secretary
The Secretary (or his or her designated representative) shall record minutes of membership and Board meetings and post a copy of the minutes of the meetings of the Board of Delegates and Membership Meetings in a conspicuous place at the principal place of business of the Co-op. Minutes of the Board of Delegates meetings shall be posted within seven (7) days after approval by the Board. Draft minutes of the Membership Meetings shall be posted no later than two weeks prior to the Membership Meeting at which they are scheduled to be approved. The Secretary shall keep custody of the official documents of the Co-op. If the Secretary is not present at a membership or Board meeting and has not designated a substitute, the meeting may appoint any member present to take minutes at that meeting.
4. Treasurer
The Treasurer shall monitor the Co-op’s financial accounts on a monthly basis and report to the Board and membership as appropriate. The Treasurer shall serve ex officio on the Finance Committee, assist in the preparation of the budget, and advise and assist on making financial information available to both co-op members and the Board.
Article VII – Committees
1. Committees Generally
The Co-op’s operations shall be supervised by committees in accordance with these bylaws, with membership decisions, and with policies adopted by the Board of Delegates. Committees shall record all decisions and submit written reports as the Board may request.
2. Committee membership
Except where otherwise stated in these bylaws or determined by the membership or Board, any member may join any committee. A committee may expel its own members for cause and the Board may remove members of any committee for cause. Any member who misses three consecutive meetings of a committee without explanation shall be deemed to have resigned from that committee.
3. Committee meetings
Committees may hold meetings, both regular and special, at such time and place as they or the Board may, from time to time, determine. The date, time, and place of each meeting of a committee shall be posted in a conspicuous place at the principal place of business of the Co-op for at least three (3) days prior to a special meeting, and two (2) weeks prior to a regular meeting. All committee meetings shall be open to the membership of the Co-op.
4. Quorum
At all committee meetings, two-thirds of those who are currently serving on the committee shall be necessary to constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of a committee, the committee members present may adjourn the meeting and determine a time and place for an adjourned meeting. Notice of the adjourned meeting shall be given to each committee member, and shall be posted at least three (3) days prior to the adjourned meeting.
5. Conflicts of Interest
Committee members shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the committee, and such interest shall be made a matter of record in the minutes of the meeting. Committee members having such an interest may not participate in the decision of the matter.
6. Executive Session
Committees may go into executive session, at which everyone is excluded except currently serving members, for the purpose of discussing any matters of business that the committee may consider confidential or sensitive. Before meeting in executive session, the committee must approve a motion to go into executive session. The motion must include specific reference to the substance of the matters to be discussed. The committee may invite relevant individuals, as required, for consultation. No decision may be made in executive session except to address issues that, at the discretion of the committee, requires confidentiality, or to recess or adjourn out of executive session The
decision to call an executive session and a general description of the matters discussed must be recorded in the minutes of the committee meeting at which the motion to go into executive session was approved.
7. Standing Committees
a. The following committees shall be standing committees entitled to nominate one delegate for the Board of Delegates: Facilities; Food Justice and anti-Racism, Member Accountability; Education, Training, and Orientation; Personnel; Operations; and the Staff Collective. The Board of Delegates shall include no more than three (3) delegates who are currently paid employees of the Co-op, including the delegate representing the Staff Collective.
b. If a committee fails to nominate a delegate by the deadline specified in these Bylaws, or if no nominee is accepted by the Membership meeting, the Convener shall accept nominations from the floor at the annual meeting.
c. The Finance Committee shall be a standing committee and shall include the Treasurer ex officio, who shall be their delegate to the Board.
8. Ad hoc Committees
The Membership Meeting or Board of Delegates may create ad hoc committees for a specific term, for an indefinite term or until a specific task is completed. Ad hoc committees shall not generally send delegates to the Board. However, provided it does not increase the total size of the Board beyond the size defined in these Bylaws, a Membership Meeting may invite an ad hoc committee to send a delegate to the Board.
Article VIII – Paid Staff
1. Paid Staff
The Board of Delegates of the Co-op may hire paid staff who shall be subject to the direction, management, and control of the Board of Delegates. The staff shall perform such duties and shall have such responsibilities as the Board of Delegates shall, from time to time, determine.
2. The Staff Collective
a. The regular paid employees of the Co-op shall constitute the Staff Collective.
b. The Board of Delegates shall not hire regular paid employees without the consent of the Staff Collective unless, in the judgment of the Board, the Staff Collective has deliberately failed to recommend a sufficient number of qualified candidates for each open position. Candidates hired by the board without the consent of the Staff Collective shall be considered temporary employees unless confirmed by a Membership Meeting.
c. The Staff Collective shall have the right to self-management subject to these bylaws and to all policies adopted by and other acts of the Board of Delegates and Membership. The Staff Collective may grant exceptions to operational policies to members in special circumstances with the assent of the Board of Delegates and shall report such exceptions to the Board as they are made.
d. The Staff Collective shall make decisions by consensus, or by another method approved by the Board of Delegates, shall notify the Board of the place and time of all meetings held, and shall submit minutes of these meetings to the Board. The Board of Delegates may authorize any member of the Co-op to attend Staff Collective meetings as observers.
e. Where a Staff Collective meeting deals exclusively with compensation working conditions, collective bargaining, grievances, and similar issues of employer-employee relations, the Collective may exclude observers and withhold minutes from the Board.
f. Recognition of the Staff Collective by the Co-op shall not constitute a contract with any individual or group of individuals.
3. Other paid employees
The Board of Delegates may hire and fire, or adopt policies allowing the Staff Collective to hire and fire, additional paid employees.
Article IX – Miscellaneous
1. Checks
All checks of the Co-op shall be signed by such persons as the Board of Delegates shall designate.
2. Fiscal Year and Budget
a. The Co-op’s fiscal year shall begin on January 1 and end on December 31 of each year.
b. The Treasurer or a designated representative shall present a summary of the previous year’s financial statements and the proposed budget for the following fiscal year for review and approval at the December membership meeting. If the full budget assumes future acts reserved to the membership under Article IV Section 1 of these bylaws, all such decisions must be clearly described in the summary. Approval of a budget summary assuming future membership decisions shall not in itself constitute such decisions or require future membership meetings to make such decisions.
c. The Treasurer or a designated representative shall present the full budget for review and approval at the December Board of Delegates meeting. The Board of Delegates shall not approve any budget that assumes a future membership decision unless the membership has approved a budget summary including these assumptions.
5. Amendment of Bylaws
These Bylaws may be altered, amended, or repealed in any way by a Membership meeting. An initial draft of proposed changes must be posted in the Co-op at least thirty (30) days before this meeting, and a final draft at least fifteen (15) days before the meeting.
6. Fiduciary
a. A Delegate of the Co-op shall stand in a fiduciary relation to the Co-op and shall perform his or her duties as a Delegate, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a matter he or she reasonably believes to be in the best interest of the Co-op, and with such care, including reasonable inquiry, zeal, and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Delegate shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following: (1) one or more officers or employees of the Co-op whom the Delegate reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants, or other persons as to matters which the Delegate reasonably believes to be within the professional or expert competence of such person; (3) a committee of the Co-op as to matters within its designated authority, which the Delegate reasonably believes to merit confidence.
b. In discharging the duties of their respective positions, the Board of Delegates may, in considering the best interests of the Co-op, consider the effects of any action upon employees, suppliers, members of the Co-op and the community in which the Co-op is located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. Absent breach of fiduciary duty, lack of good faith, or self-dealing, actions taken as a Delegate or any failure to take any action shall be presumed to be in the best interest of the Co-op.
c. A Delegate of the Co-op shall not be personally liable for monetary damages for any action taken or for any failure to take any action, unless: (1) the Delegate has breached or failed to perform the duties of his or her office under this section; (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness. The provisions of this section shall not apply to: (1) the responsibility or liability of the Delegate pursuant to any criminal statute; or (2) the liability of a Delegate for the payment of taxes pursuant to local, state, or federal law. The Co-op shall indemnify each of its Delegates, officers, committee chairs, and employees who was or is an authorized representative of the Co-op and who was or is “party” (which shall include for purposes of this provision the giving of testimony or similar involvement) or is threatened to be made a party to any “proceeding” (which shall mean for purposes of this provision any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil administrative or investigative, whether formal or informal, and whether brought by or in the right of the Co-op or otherwise) by reason of fact that such person was or is an authorized representative of the Co-op, to the fullest extent permitted by law, including without limitation, indemnification against expenses (which shall include for purposes of this provision attorney’s fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, unless the act or failure to act giving rise to the claim is finally determined by a court to have constituted willful misconduct or recklessness. If an authorized representative is not entitled to indemnification in respect of a portion of any liabilities to which such person may be subject, the Co-op shall nonetheless indemnify such person to the maximum extent for the remaining portion of the liabilities.
d. The Co-op shall pay the expenses (including attorney’s fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under Section C of this provision in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Co-op and may pay such expenses in advance on behalf of any employee or agent on receipt of a similar undertaking. The financial ability of such authorized representative to make such repayment shall not be a prerequisite to the making of an advance.
e. Each person who shall act as an authorized representative of the Co-op shall be deemed to be doing so in reliance upon the rights of indemnification provided by this provision.
f. All rights of indemnification under this provision shall be deemed a contract between the Co-op and the person entitled to indemnification pursuant to which the Co-op and each person intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not limit, but may expand any rights or obligations in respect of any proceeding, whether commenced prior or after such change, to the extent such proceeding pertains to actions or failures to act, prior to such change.
g. The indemnification, as authorized by this section, shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, decision of disinterested Delegates or otherwise. The indemnification and advancement of expense provided by, or granted pursuant to, this action shall continue as to a person who has ceased to be an officer or Delegate in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors and administrators of such person.
8. Conflicts of Interest
Delegates shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board, and such interest shall be made a matter of record in the minutes of the meeting. Delegates having such an interest may not participate in a decision on the matter.
9. Website
A website or similar means of communication shall be developed and maintained in accordance with the mission of the Co-op. The Board shall establish editorial policy, but may delegate development and maintenance responsibilities to the paid staff or a committee.
Article X – Disposition of Net Savings
1. Net Savings
Net Savings is the total income of the Co-op minus its costs of operation for the fiscal year.
2. Patronage
A member’s patronage is the total amount spent by the member for purchases of goods from the Co-op. The total patronage is the total of all the members’ patronage.
3. Patronage Rebate of Net Savings
The net savings of the Co-op attributable to the patronage of its members for each fiscal year shall be allocated and distributed among members in proportion to their patronage and in such a manner as to constitute patronage rebates within the meaning of federal income tax law. Such net savings may be reduced by such reasonable reserves for necessary business purposes as may be determined by the Board of Delegates. If the cash payment portion of a member’s patronage rebate would equal less than one (1) dollar, such cash payment shall be allocated to the member’s regular capital account.
4. Written Notice to Members
An allocation of patronage rebates shall be evidenced by a written notice within eight months and fifteen days after the end of the fiscal year stating:
a. The amount of net savings assigned to that member’s reserve capital account as part of the patronage rebate;
b. The amount of net savings assigned to that member’s regular capital account as part of the patronage rebate;
c. The amount of net savings being paid to the member in cash as part of the patronage rebate;
d. The total of a, b, and c designated “total patronage rebate”;
e. The member’s total reserve capital account;
f. The member’s total regular capital account;
g. That the cash portion will be assigned to the member’s regular capital account if not redeemed within four months of the date of this notice.
5. Consent of members
By obtaining or retaining membership in the Co-op, each member shall thereby consent to take into account, in the manner and to the extent required by Section 1385 of the Internal Revenue Code, the stated dollar amount of anyqualified written notice of allocation in the taxable year in which such notice is received.
Article X – Membership Capital
1. The Coop’s reserve capital shall consist of the total of all of the members’ reserve capital accounts, and the Co-op’s regular capital shall consist of the total of all of the members’ regular capital accounts.
2. Reserve capital accounts shall consist of amounts assigned to the members and specifically designated as reserve capital at the time they are assigned. Reserve capital shall not be returned to members until such time as the Co-op is dissolved. Reserve capital may be used in the general conduct of the Co-op’s business.
3. Regular capital accounts shall consist of all payments to and investments in membership capital, including patronage rebates assigned to a member’s capital, that are not reserve capital. Regular capital shall be returned to the member as provided in these Bylaws. Regular capital may be used in the general conduct of the Co-op’s business.
4. The minimum amount of membership capital that must be paid to qualify for continuing membership shall be determined by a Membership Meeting, which amount shall be assigned to the member’s regular capital account.
5. A regular or special meeting of the members may require additional investments of capital for the
continued privilege of using the facilities of the Co-op. No member shall be requested to make
additional capital investments after the member’s regular capital account matches a limit which shall be determined by a regular or special meeting of the membership, except that assignments of patronage rebates to regular capital accounts shall continue after the limit has been reached.
6. Members may invest additional amounts in their regular capital account if requested by the board. However, no member shall own or control more than one percent (1%) of the Co-op’s total
membership capital.
7. The Co-op may, by decision of the members, reduce any member’s regular capital in excess of the
maximum capital contribution as determined by the membership from time to time by repaying the member a part of that capital.
8. Whenever the Co-op is required to return a member’s regular capital under these Bylaws, the Co-op may repay the capital in a lump sum or in such installments as the Board of Delegates in its discretion sees fit.
9. The Co-op shall have a first lien on a member’s capital accounts for unpaid debts owed by the member to the Co-op. Whenever the Co-op is required to return the member’s regular capital, it may deduct the debts owed by that member to the Co-op from the capital to be returned to the member.
10. Whenever the Coop is required to repay any of the member’s regular capital account to the member, and no persons included in that membership can be found for a period of two (2) years after the payment first becomes due, the member’s regular and reserve capital shall be forfeited and transferred to the Co-op’s reserves. to make additional capital investments after the member’s regular capital account matches a limit which shall be determined by a regular or special meeting of the membership, except that assignments of patronage rebates to regular capital accounts shall continue after the limit has been reached.
6. Members may invest additional amounts in their regular capital account if requested by the board. However, no member shall own or control more than one percent (1%) of the Co-op’s total
membership capital.
7. The Co-op may, by decision of the members, reduce any member’s regular capital in excess of the
maximum capital contribution as determined by the membership from time to time by repaying the member a part of that capital.
8. Whenever the Co-op is required to return a member’s regular capital under these Bylaws, the Co-op may repay the capital in a lump sum or in such installments as the Board of Delegates in its discretion sees fit.
9. The Co-op shall have a first lien on a member’s capital accounts for unpaid debts owed by the member to the Co-op. Whenever the Co-op is required to return the member’s regular capital, it may deduct the debts owed by that member to the Co-op from the capital to be returned to the member.
10. Whenever the Coop is required to repay any of the member’s regular capital account to the member, and no persons included in that membership can be found for a period of two (2) years after the payment first becomes due, the member’s regular and reserve capital shall be forfeited and transferred to the Co-op’s reserves.
