Bylaws

Bread and Roses Food Cooperative

Bylaws

2.1.09

Article 1 – Type of Cooperative

   1. The Bread and Roses Food Cooperative, which shall be referenced as the Coop hereafter, is organized and shall be operated exclusively as a member/worker-owned cooperative acting for the mutual benefit of member-owners.

   2. The Coop shall be operated in accordance with cooperative principles adopted by the International Co-operative Alliance: (a) voluntary and open ownership without arbitrary discrimination; (b) democratic governance by worker-owners with equal voting rights among owners and opportunity for participation in setting policies and making decisions; (c) members contribute equitably to, and democratically control, the capital of the cooperative, with at least part of that capital the common property of the cooperative. Members may receive limited compensation on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their cooperative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the cooperative; and supporting other activities approved by the membership; and (d) Cooperatives are autonomous, self-help organizations controlled by the 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.

Article 2 – Membership

   1. Membership shall be open to any natural person who agrees to comply with the membership requirements which the Board of Directors may adopt by resolution.

   2. The Board of Directors may require the payment of a membership fee, which shall be equal in value for all members. All members shall be issued a membership card which shall be a certificate of membership.

   3. All members-owners shall be provided reasonably adequate and timely information as to the organizational and financial affairs of the Coop. Members shall be provided access to the books and records of the Coop at all reasonable times and for any proper purpose. Membership rights and interests may not be transferred except to the Coop. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee.

Article 3 – Board of Directors

   1. The Board shall consist of no less than three, and no more than nine individuals, including eight directors elected by the membership at the annual meeting and one paid coordinator (when this position is applicable). All directors shall be member-owners and shall not have any overriding conflict of interest with the Coop.

   2. Directors shall serve terms of one to three years, divided into three classes. Three directors shall serve one year (Class A). Three directors shall serve two years (Class B). Two directors shall serve three years (Class C).

   3. 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 notice to the Coop; (b) automatically upon termination of ownership in the Coop; and (c) in the case of the paid employee, by vote of the Board. A director who is absent from three consecutive Board meetings, unless excused by the Board for good cause, shall be presumed to have resigned.

   4. The Coop shall indemnify and hold harmless any individual who has served or who is serving as an officer or Board member against claims or liabilities arising from such service, and shall reasonably reimburse expenses incurred in defending against such claims or liabilities, provided they do not arise from negligence or willful misconduct of the officer or Board member.

   5. The board may select a chair or coordinator whose only duty it is to call meetings of the Board of Directors.

Article 4 – Officers

The officers shall hold positions determined by the Board’s discretion at member meetings.

Article 5 – Employees

   1. The Coop shall employ one or more coordinators upon such terms and conditions as the directors shall, by resolution, approve.

   2. The Coop may, by resolution, employ such other persons or firms for such purposes and upon such terms and conditions as the Board shall deem appropriate.

   3. The coordinators shall be Chief Administrative Officers of the Coop and shall administer the affairs of the Coop subject to the direction of the directors. The directors may, by resolution, authorize the Coordinators to take such action as they shall deem necessary for the good of the Coop as cannot well await the next meeting of the directors, subject to ratification by the directors, and may, by resolution, confer such other powers and duties on the Coordinators as they deem proper, to the extent permitted by law.

   4. Coop employment shall be limited to positions necessary for administration and member-worker coordination.

Article 6 – Meetings

   1. The annual meeting of the membership of the Coop shall be held on such a day in the month of September as the directors shall fix.

   2. The Board of Directors shall facilitate at least four annual meetings, two of which shall be semi-annual planning meetings, on such dates as it shall appoint and at such other times as it, by resolution, shall fix. The membership shall be given notice of each meeting prior to such meeting. The directors will inform those members who shall be present of the nature of the business to come before the directors and receive the advice of the members on such matters. The portion of the Board of Directors meeting that is devoted to receiving the advice of the members shall be known as the General Meeting and is not in any way intended to be one of the “meetings of the membership” that is referred to elsewhere in these bylaws. The members who gather to give advice to the directors may choose to vote in order to express their support or opposition for any of the issues that have come before the meeting.

   3. A quorum for all meetings of the directors shall be a simple majority (>50%). A quorum for all meetings of the membership, including the annual meeting, shall be twenty-five percent of the membership body, up to 400 members. If membership exceeds 400 members, a quorum shall be 100 members. Each member is entitled to one vote.

   4. Meetings of the Board and all committees shall be open to members. Sessions of a meeting may be closed only as to issues of a particularly sensitive nature. Such closed session shall be for purposes of discussion only and no decisions shall be made in closed session.

   5. Referenda may be initiated by the members with a signed petition of twenty-five percent of the member body, with a maximum of 100 member-signatures needed.

Article 7 – Elections and Voting

   1. The Board of Directors shall be elected at the annual membership meeting held on such a day in the month of September as the directors shall fix.

   2. The method of election for the Board of Directors shall be preferential voting as specified in the member manual.

   3. Any member may bring charges against a director or paid coordinator by filing them in writing with a member of the Board, together with a petition signed by twenty-five percent of the member body, with a maximum of 100 member-signatures needed, requesting removal. The Coop may thereupon remove the director by the affirmative vote of three-fourths of the members voting thereon at a meeting promptly held after due notice in writing setting forth accurately the purpose for which such meeting is called, provided that at such meeting not less than ten percent of the entire membership vote, personally or by mail. The Director involved shall be given a copy of the charges reasonably in advance of the meeting, and the director and the complainant shall have an opportunity at the meeting to be heard in person or by counsel and to present and cross examine witnesses.

   4. In the case of a vacancy on the Board of Directors, there shall be an election held at a regular Board of Directors meeting to fill the vacancy. Such meeting shall be held no less than 30 days nor more than 60 days after the vacancy occurs. The Board may hold the vacancy open to be filled at the next Annual Meeting provided that the vacancy is created with less than six months remaining before the Annual Meeting and provided there is only one vacancy. A Director elected to fill a vacancy shall serve only until the next Annual Meeting, at which meeting the membership shall elect a director to serve for the balance of the term.

   5. Bylaw amendment voting and affirmation will coincide with elections held at the Annual Meeting, or by special election described below. A two-thirds majority vote is necessary for affirmation.

   6. Referenda may be affirmed through a two-thirds majority vote at a monthly meeting or the Annual Meeting.

Article 8 – Committees

The directors may, by resolution, establish such standing or special committees for such purposes and periods of time as they may deem appropriate.

Article 9 – Coop Operation

   1. Except as otherwise provided herein, the administration and operation of the Coop shall be vested in the directors. The directors may, by resolution, adopt rules and regulations covering operation of the Coop, including, without limitation, work requirements for members, accounting and bookkeeping procedures, and disciplinary actions against members, rules and regulations concerning the admission of members, and concerning any other matters they deem appropriate.

   2. The net retained proceeds of the Coop, after expenses and a reasonable allowance for reserves, may be distributed at least once every twelve months to the membership by uniform distribution on such basis as the directors shall, by resolution, fix. The directors may from time to time adopt rules and regulations for such distributions, provided, however, that no such rule or regulation shall provide that the cash portion of any such patronage refund shall exceed the proportion of refund permitted under the applicable provisions of the Internal Revenue Code.

Article 10 – Amendments

These bylaws may be amended in whole or in part by the affirmative vote of six directors and the membership (by the voting process described in Article 7, Section 5) thereon at a meeting held after due written notice setting forth the proposed action and the purpose of the meeting. Any Amendment adopted by the Board shall be reported to the Annual Meeting and, if not affirmatively approved thereat, shall cease to be in effect. A special election, held in concurrence with a General Meeting, may be called with thirty days notice, at which amendments may be approved or repealed by the above process.

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