(This is a copy. All information is believed to be accurate. For official business use, verify with the original.)
BY-LAWS OF UPSTATE FOOD CO-OP
(REVISED AUGUST, 2007)
* * *
CORPORATE NAME AND OFFICES
The name of the corporation is Upstate Food Co-op, hereafter referred to as “Co-op”. The Co-op was created with the intent and goal to exist as a non-profit corporation under the laws of the State of South Carolina.
§1.2 Business Office.
The original principal office of the Co-op shall be within in the State of South Carolina and shall be located in the city of Six Mile, County of Pickens, and having an address of 404 John Holliday Road. The Board of Directors may change the location of the principal office. The Co-op may have such other offices, either within or without the State of South Carolina, as the Board of Directors may designate or as the business of the Co-op may require from time to time.
§1.3 Registered Office.
The registered office of the Co-op may be, but need not be, identical with the principal office in the state of South Carolina. The address of the registered office may be changed from time to time.
The purpose of the Co-op is to operate a Member-owned, food cooperative type organization, providing a source of wholesome foods and closely related products at the lowest feasible price to the membership. As with all cooperative type organizations, self-help, self-responsibility, democracy, equality, equity and solidarity are valued attributes. The Co-op principles are based on the International Cooperative Alliance’s 1995 (ICA) principles of: a) voluntary and open membership; b) democratic Member control; c) Member economic participation; d) autonomy and independence; e) education, training and information; f) co operation among co-operatives; and g) concern for community.
CORPORATE SEAL AND EMBLEM
§3.1 Corporate Seal.
The Board of Directors may provide a corporate seal which may be circular in form and have inscribed thereon any designation including the name of the Co-op, South Carolina as the state of incorporation, and the words “Corporate Seal.” The Seal of the Co-op may bear such additional words as may be deemed appropriate or desirable by the Board of Directors, or an appropriate abbreviation thereof.
§3.2 Emblem and Crest of the Corporation.
The emblem and crest of the Co-op shall be the insignia of the Co-op which has been established and used by the Co-op in conducting its affairs.
The Co-op shall have one class of Members. A Member is defined as an individual or household who has paid dues for the current year.
The Co-op is open to all persons who support the purpose of the Co-op and whose activities are not contrary thereto and who willingly accept responsibilities of membership without gender, social, racial, religious or political discrimination. The process for application for membership will be determined from time to time by the Board of Directors, including processing fees, if any. A membership is maintained by a Member renewing his/her dues annually. A Member who fails to renew his/her dues is automatically terminated. A membership terminated for failure to pay annual dues may be reinstated upon payment of the annual membership dues and any late payment penalty assessed against said Member. The amount assessed against a Member for late payment of dues shall be determined by the Board of Directors. Upon a person’s acceptance as a Member into the Co-op, he/she will be assigned a unique membership number. The Co-op shall maintain a current roster of all Members, present and past. Additionally, such roster shall be made available to a Member for inspection provided such Member has submitted a proper notice and request.
Each Member shall pay annual dues of such amount as set by the Board of Directors, and said amount shall be paid upon application by such Member and annually thereafter on such date as determined by the Board of Directors. Said amount may be changed from time to time by the Board of Directors, when, in its opinion, such change is necessary. Upon termination of a membership for any reason, a Member shall not be entitled to a refund of membership dues.
§4.4 Rights of Members.
(a) Each individual Member or household is considered to be one Member for purposes of voting. Members shall have the right to vote in accordance with these By-laws.
(b) Each Member shall receive discounts based upon membership, patronage, and/or contribution of time and work by such Member to the daily operations of the Co-op. Such discounts are available to all members of a Member’s household pursuant to such rules as determined by the Board of Directors. To encourage additional commitment and work on the part of Members and their households, the Co-op may offer increased discounts through membership requirements as determined by the Management Team Committee. Members shall have the right to vote in accordance with these Bylaws.
(c) Only Members who have paid their annual dues, including any late fees shall be entitled to vote at any meeting requiring a vote of the membership.
In the tradition of their founders, Co-op Members believe in the ethical values of honesty, openness, social responsibility and caring for others. With this in mind, Members shall assume responsibility for:
(a) Notifying the Co-op of a change in address, telephone number and/or email address
(b) Voting at general meetings and special meetings
(c) Participating in meetings
(d) Patronizing the Co-op
(e) Honoring the work commitment (s)he has chosen to make, otherwise membership will change to contributing (non-working) Member, effective immediately
(f) Ensuring the continued vitality of the Co-op
(g) Promoting the Co-op among friends, relatives and acquaintances
(h) Ensuring that the cooperative remains independent from other public or private organizations
§4.6 Transfer of Membership Rights.
A membership is not transferable. A Member’s rights shall not be transferable, except that a Member may designate the persons in his household who shall be entitled to membership rights while said person is a Member. However, more than one person in the same household may become an independent Member and therefore has distinct responsibilities, membership requirements, and voting rights from the other Members in said household.
§4.7 Termination of Membership.
(a) A membership shall be terminated in the event a Member fails to pay his/her membership dues.
(b) Any Member whose activity in the Co-op is contrary to the basic principles of consumer cooperation or endangers the effective operation of the Co-op may be expelled by the Board of Directors after written notice of the charges against him/her and a reasonable opportunity for a hearing before the Board of Directors. He/she shall have the right of appeal to the next membership meeting, at which time he/she shall be given an opportunity to be heard in his/her own defense, whether in person or by counsel.
(c) A Member may withdraw from membership at any time.
CAPITAL CONTRIBUTIONS AND DISTRIBUTION OF SURPLUS
§5.1 Capital Contributions.
The renewal of membership dues and the regular patronage of the Co-op by the Members contribute to the capital needs of the Co-op. This also establishes Member ownership of the Co-op.
§5.2 Financial Records.
The Co-op is responsible for maintaining all financial records. If a Member gives the Co-op written notice of his demand at least five business days before the date on which he wishes to inspect and copy said financial records, a Member (or his agent or attorney) has the right to inspect and copy, during regular business hours any of the corporate books and records as set forth in Article XII of these By-Laws, all of which the Co-op is required to keep at its principal office.
§5.3 Capital Surplus.
A primary goal of the Co-op is to conduct its operations in such a manner as to eliminate, or substantially reduce, any profits realized by the Co-op.
As deemed necessary and/or appropriate by the Board of Directors, any capital surplus realized from the operations of the Co-op may be used to provide for the continued growth and development of the Co-op, the continuation and improvement of the services provided by the Co-op, the establishment of reserve fund accounts, and the support of other activities as approved by the membership, especially activities associated with the cooperative movement, locally, regionally, nationally and internationally.
MEETING OF MEMBERSHIP
§6.1 Semi-Annual Membership Meeting.
The Co-op shall hold membership meetings at least semi-annually. The first meeting shall be held on the last Thursday of the First Quarter of the Co-op’s fiscal year at such time as to be determined and set forth in the notice of such meeting, or at such other time on such other day and month as shall be fixed by the Board of Directors, provided that at least ten (10) days notice for such meeting is given to each Member. The agenda for the first semi-annual meeting shall include a review of the preceding year’s financial records/reports and the selection of a chairperson for the Nominating Committee.
The second meeting shall be held the first Thursday of November the last quarter of the Co-op fiscal year, or at such other time on such other day and month as shall be fixed by the Board of Directors, provided that at least ten (10) days notice for such meeting is given to each Member. The agenda for the second semi-annual meeting shall include, but not be limited to, a vote on a proposed budget for the next fiscal year and the election of Co-op officers as presented by the Nominating Committee.
The Board of Directors may designate any place within the county in South Carolina where the company has its principal office as the place of meeting for any meeting. If no designation is made, the place of meeting shall be the principal office of the Co-op in the state of South Carolina.
§6.3 Membership List.
At least ten (10) days, but not more than thirty (30) days before the semi-annual meeting, a complete list of Members, arranged in alphabetical order with each Member’s address, shall be prepared by the Secretary. Said list shall be maintained in the office of the Co-op.
§6.4 Notice of Meeting.
Written notice of each meeting shall be mailed to each Member at least ten (10) days before such meeting. Written notice stating the place, day and hour of semi-annual or special meetings shall be delivered not less than ten (10) nor more than thirty (30) days before the date of such meeting, either personally or by mail, by or at the direction of the President/General Manager, the Board of Directors or other persons calling the meeting, to each Member of record entitled to vote at such meeting. Notice shall be deemed to be effective at the earlier of: (1) when deposited in the United States mail, addressed to the Member at his address as it appears on the membership list of the Co-op, with postage thereon prepaid, (2) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee, (3) when received, or (4) 5 days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the Co-op’s current membership list.
§6.5 Special Meetings.
Special meetings of the membership, for any purpose or purposes, described in the meeting notice, may be called by the President/General Manager, or by the Board of Directors, or shall be called by the President/General Manager at the request of at least five (5) percent of the membership.
At all meetings of the membership, at least fifteen (15) Members, or five (5) percent of all Members, shall constitute a quorum for the transaction of business, and the acts of the majority of the Members of the membership present at such meetings at which a quorum is present, shall be the acts of the membership. If, at any meeting of the membership there be less than a quorum present, the majority of those present may adjourn the meeting. At each such adjourned meeting, any business which might have been transacted at the meeting, as originally called, may not be transacted without further notice.
At all meetings of the membership, a Member may vote in person, or vote by proxy which is executed in writing by the Member. Such proxy shall be dated and filed with the secretary of the Co-op or other person authorized to tabulate votes before or at the time of the meeting. Unless a time of expiration is otherwise specified, a proxy is valid for one month. A proxy is revocable unless executed in compliance with S.C. Code Ann. § 33-7-220(d), or any succeeding statute of like tenor and effect.
§6.8 Meeting Agenda.
In addition to the regularly scheduled issues to be addressed at any membership meeting, Members may submit issues to be added to the agenda in writing at least five (5) days prior to the meeting to the President /General Manager.
At any meeting of the membership, each Member (or Member household) shall have only one vote. Unless otherwise determined by the Board of Directors, only persons who are Members in good standing at the close of business on the day immediately preceding the date of distribution of notices shall be entitled to notice of any meeting of Members and to vote at such meeting.
BOARD OF DIRECTORS
§7.1 Composition of the Board of Directors.
A Board of Directors consisting of not less than five (5) nor more than seven (7) in number shall govern the Co-op. The initial Board of Directors shall consist of five (5) Members. All Board Members shall be Members of the Co-op. Any manager of the Co-op may also simultaneously serve on the Board of Directors.
§7.2 Term of Office.
Each Member of the Board of Directors shall serve a staggered term of two years, with a three (3) term limit. At the end of the third term a Member of the Board of Directors must sit out for two years before re-nomination to another term. Future Board Members will be nominated by the Board of Directors and voted on at the November General Membership meeting then taking office in January.
§7.3 Vacancies on Board of Directors.
If a Member of the Board of Directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining Members of the Board of Directors, though less than a quorum, shall choose a successor or successors, at any regular or special meeting of the Board of Directors. Such replacement Member of the Board of Directors shall hold office for the balance of the unexpired term.
MEETINGS OF THE BOARD OF DIRECTORS
§8.1 Regular Meetings.
Regular meetings of the Board of Directors shall be held yearly with notice, at such place and time as may be determined from time to time by resolution of the Board of Directors. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Notice of such regular meeting may be given to each Board Member personally or by mail, telephone, or fax at least ten (10) days prior to the date of such meeting. All meetings of the Board of Directors, including special meetings in accordance with Section 2 below, shall be open to all Members.
§8.2 Special Meetings.
Special meetings of the Board of Directors shall be held when called by the Chair of the Board of Directors, or by any two Members of the Board of Directors, after not less than three (3) days notice, in writing, to all Members of the Board of Directors of the time, place, and purpose of such meeting.
§8.3 Place of Meetings.
Meetings of the Board of Directors shall be held in Pickens County, South Carolina, whenever practical. However, this provision is in no way intended to invalidate in any way whatsoever meetings held somewhere other than Pickens County, South Carolina.
§8.4 Board Members’ Waiver of Notice.
Before or at any meeting of the Board of Directors, any Board Member may waive notice of such meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Board Member at any meeting of the Board of Directors shall be a waiver of notice by him of the time and place thereof. If all the Board of Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
At all meetings of the Board of Directors, a majority of the Members of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Members of the Board of Directors present at such meetings at which a quorum is present, shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting. At each such adjourned meeting, any business which might have been transacted at the meeting, as originally called, may not be transacted without further notice. The joinder of a Board Member in the action of a meeting by signing and concurring in the minutes thereof, shall constitute the presence of such Board Member for the purpose of determining a quorum.
§8.6 Action Taken Without a Meeting.
The Directors shall have the right to take any action as permitted by law in the absence of a meeting which they could take at a meeting by obtaining the written, including electronic, approval/consent of the majority of the Board of Directors. Any action so approved shall have the same effect as though taken at a meeting of the Board of Directors.
The action may be evidenced by one or more written consents describing the action taken, signed by each Board Member, and included in the minutes or filed with the Co-op records reflecting the action taken. Action evidenced by written consents under this section is effective when the last Board Member signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors of the Co-op shall have the powers and duties necessary for the administration of the affairs of the Co-op and may do all such acts and things as authorized by law, the Co-op’s Articles of Incorporation, or these by-laws. These powers and duties shall specifically include, but shall not be limited to, the matters hereinafter set forth. The powers of the Board of Directors shall specifically include, but shall not be limited to the following:
(a)To adopt and publish rules and regulations governing the use of Co-op facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;
(b)To suspend the voting rights of a Member during any period in which such Member shall be in default in the payment of any assessment or dues levied by the Co-op. Such rights may also be suspended for such time as may be determined by the Board of Directors after notice to the Member and hearing before the Board of Directors for any infraction of rules and regulations;
(c) To exercise for the Co-op all power, duties, and authority vested in or delegated to this Co-op and not reserved to the membership by other provisions of these by-laws or the Articles of Incorporation;
d) To declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from three (3) consecutive regular meetings of the Board of Directors without reason; and
(e) To employ a manager, an independent contractor, or such other employees/volunteers as they deem necessary, and to prescribe their duties.
The duties of the Board of Directors shall specifically include, but shall not be limited to the following:
(a) To manage the affairs, property and interests of the Co-op, and exercise all powers of the Co-op, except changes in the Charter or by-laws which are reserved to the membership;
(b) To cause to be kept a complete record of all the Co-op ‘s acts and corporate affairs;
(c) To supervise President/General Manager to see that their duties are properly performed;
(d) To fix the amount of the annual dues or assessments against each Member and to send written notice of each assessment or dues to every Member subject there to as soon as practicable after the fixing hereof;
(e) To issue, or to cause to an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment or dues has been paid. A reasonable charge may be made by the Board of the issuance of these certificates. If a certificate states that an assessment or dues has been paid, such certificate shall be conclusive evidence of such payment;
(f) To review and amend, if appropriate, the annual budget as prepared by the Treasurer.
(g) To approve quarterly financial reports as prepared by Treasurer.
(h) To facilitate first and last quarter semi annual business meetings.
§9.3 Removal of Board Member
(a) The Board of Directors can remove a Board Member for cause.
(b) Co-op Members can remove a Board Member without cause by an affirmative vote of three-fourths of the quorum of membership at a meeting specifically called for the purpose of removal of the Board Member. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Board Member.
(c)“Cause” for removal of a Board Member under this section means fraudulent or dishonest acts, or gross abuse of authority in the discharge of duties to the Co-op, and must be established after written notice of specific charges and opportunity to meet and refute such charges.
OFFICERS OF THE CO-OP AND COMMITTEES OF THE BOARD
§10.1 Enumeration of Officers.
The officers of the Co-op shall be a President/General Manager, Vice President/Associate Manager, President-Elect/Assistant Manager, Secretary, and Treasurer.
§10.2 Appointment and Term of Office.
Candidates for Officers shall be nominated by the Nominating Committee; such nominees have a duty to disclose any conflicts of interest to the Committee and to the membership. The nominees will be presented to the membership for a vote at the fourth quarter membership meeting. The President, Vice-President, and President Elect of the Co-op shall be elected annually by the membership and each shall hold office for one (1) year and until their successors are chosen and assume office in their stead unless he/she shall sooner resign, or shall be removed, or otherwise be disqualified to serve. The Secretary and Treasurer of the Co-op shall be elected every two (2) years and each shall hold office for two (2) years and until their successors are chosen and assume office in their stead unless he/she shall sooner resign, or shall be removed, or otherwise be disqualified to serve. Nominees with a majority vote will assume office on the first day January of the following year.
§10.3 Resignation and Removal.
Any officer may be removed from office with or without cause (as defined in Section 9.3(c)) by the Board of Directors. Any officer may resign at any time giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance or acknowledgement of acceptance of such resignation shall not be necessary to make it effective.
A vacancy in any office may be filled by appointment by the Officers. The Officer appointed to such vacancy shall serve for the remainder of the term of the Officer replaced.
§10.5 Duties and Powers.
(a) The duties of the President /General Manager are:
(i) To appoint new managers and approve new positions;
(ii) To procure and maintain adequate liability and hazard insurance on property leased and/or owned by the Co-op in the form and amount as deemed necessary by the Board;
(iii) To, if deemed necessary, cause all officers and employees/volunteers of the Co-op having fiscal responsibilities to be bonded, with fidelity bonds in form and amount required by the Board of Directors, and the premium on such bonds shall be paid by the Co-op;
(iv) To cause the properties and facilities to be adequately maintained;
(v) To coordinate and oversee the Co-op daily activities.
(f) To Chair and facilitate the Management Team Committee, giving reports as needed.
(vi) To facilitate the general membership educational meetings, giving reports as needed.
(vii) To meet semi-annually with the Board of Directors to update Co-op activities
(viii) To contract for the Co-op, and to notify the Board of such contracts.
(ix) To be familiar with all jobs associated with the operation of the Co-op, including the by-laws.
(x) To send out email announcements and notices applicable to the membership.
(xi) To provide Co-op news to the Newsletter Editor.
(b) The duties of the Vice-President and Associate Manager are :
(i) To assist the General Manager in Co-op management activities and decision making as needed.
(ii) To serve in the absence of the General Manager as needed.
(iii) To attend Management Team Committee meetings, giving reports as needed.
(iv) To attend general membership meetings, giving reports as needed.
(v) To gain knowledge of all jobs associated with the operation of the Co-op,
including the by-laws..
(c) The duties of the President-Elect and Assistant Manager are :
(i) To assist the General Manager and Associate Manager in management activities
and decision-making as needed.
(ii) To serve in the absence of the Associate Manager and/or General Manager as needed.
(iii) To attend Management Team Committee meetings, giving reports as needed.
(iv) To attend general membership meetings, giving reports as needed.
(v) To gain knowledge of all jobs associated with the operation of the Co-op, including the bylaws.
(d) The duties of the Secretary are :
(i) To keep accurate, timely and permanent records of the minutes of the Management Team Committee and general membership meetings.
(ii) To send minutes to the General Manager for editing, and distribute edited minutes to all managers and Board Members.
(iii) To attend Management Team Committee meetings, giving reports as needed.
(iv) To attend general membership meetings, giving reports as needed.
(v) To supervise the updating and maintaining of the website
(vi ) To maintain and update the policies as needed.
(e) The duties of the Treasurer are:
(i) To coordinate, oversee and maintain accurate and complete financial records with all necessary and original supporting documentation of all monetary transactions.
(ii) To coordinate Members providing bookkeeping activities as their Co-op work responsibility; coordinate year-end inventory and reporting; and supplying the year-end financials for the first general membership meeting of each year.
(iii) To attend Management Team Committee meetings, giving reports of previous month’s (and/or quarter’s) financials as described in the procedures manual.
(iv) To attend general membership meetings, giving quarterly reports as described in the procedures manual.
(v) To serve as Chair of the Finance Committee.
(vi) To email quarterly financial reports to the Board Members.
Nominating Committee – The Chair of the Nominating Committee shall be elected by the membership at the first semi-annual membership meeting with the Chair selecting other Members of the Committee. Members of the nominating committee are responsible for selecting a list of candidates for officers to be presented to the membership for voting. The Nominating Committee will be comprised of a minimum of three (3) Members from the Co-op membership at-large.
Finance Committee – The Finance Committee shall be chaired by the Treasurer. The responsibilities of this committee are:
(a) To obtain the services of professional financial advisors as needed to appropriately maintain the corporation status, with reports to the Board of Directors and at general meetings as needed;
(b) To prepare a budget for the next year by mid- October for Board of Directors review and to be presented to the membership for voting at the fourth quarter meeting.
(c) To arrange an audit of financial records between Treasurers.
The committee will consist of one Board Member, with two Members-at-large. The Committee will meet at least once before each semi-annual meeting and other meetings as deemed necessary by the Treasurer.
By-laws Committee – The By-laws Committee shall be comprised of one Member of the Board of Directors and one member from the Co-op membership, and one Member of the Management Team. The Committee will be convened by the Board of Directors, as needed. The purpose of this committee is to review and propose amendments to the by-laws.
Committee of Past Presidents – The Committee of Past-Presidents will be comprised of all past Presidents who will serve in an advisory role, providing assistance and advice as necessary to the Co-op. The most recent past President shall serve as Chair.
Management Team Committee – This committee is composed of all managers, including but not limited to, day (store) managers, produce managers, buyers and supplement managers. The President/General Manager shall serve as Chair. The committee shall meet monthly, or at the discretion of the President/General Manager, to review procedures and policies for the daily management of the Co-op.
Ad hoc Committees – Ad hoc committees shall be appointed by the Board of Directors and/or President /General Manager on an as needed basis.
Unless otherwise provided in the by-laws herein, notice shall be deemed as delivered when notice is submitted via email, published in the quarterly newsletter, published on the web site, or posted at the Co-op.
BOOKS AND RECORDS
§12.1 Member’s Rights to Inspect Corporate Records.
The books, records and papers of the Co-op shall be at all times, during reasonable business hours, be subject to inspection by any Member. The Articles of Incorporation and the by-laws of the Co-op shall be available for inspection by any Member at the office of the Co-op where copies may be purchased at reasonable costs.
(a) Minutes and Accounting Records – The Co-op shall keep as permanent records, minutes of all meetings of its Members and Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Co-op. The Co-op shall maintain appropriate accounting records.
(b) Inspection Rights of Records Required at Principal Office – If a Member gives the Co-op written notice of his demand at least five business days before the date on which he wishes to inspect and copy, a Member (or his agent or attorney) has the right to inspect and copy, during regular business hours any of the following records, all of which the Co-op is required to keep at its principal office:
(i) its articles or restated articles of incorporation and all amendments to them currently in effect;
(ii) its current by-laws and all amendments to them currently in effect;
(iii) resolutions adopted by its Board of Directors;
(iv) the minutes of all membership meetings for the past 10 years;
(v) all written communications to Members generally within the past three years, including the financial statement furnished for the past three years to the Members;
(vi) a list of the names and business addresses of its current Board of Directors and Officers;
(vii) its most recent annual report delivered to the Tax Commission.
(c) Copy Costs – The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The Co-op may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the Member. The charge may not exceed the estimated cost of production or reproduction of the records.
§13.1 Selection of Annual Accounting Year.
The fiscal year of the Co-op shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
14.1 Indemnification of Board Members and Officers.
The Co-op and Members shall indemnify every Board Member and every Officer, his heir, executors, and administrators, against all losses, costs and expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Board Member or Officer of the Co-op, except as to matter wherein he shall be finally adjudged in such action, suit or proceeding, to be liable for willful misconduct. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Board Member or Officer may be entitled.
15.1 Parliamentary Rules.
Robert’s Rules of Order (Latest Edition) shall govern the conduct of the Co-op meetings when not in conflict with by-laws.
If any section, clause, provision, or portion of these by-laws is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of these by-laws shall not be affected thereby.
The by-laws may be amended at a regular or special meeting of the Members by three-fourths (3/4) of the vote at a duly called meeting at which a quorum exists.
UPON DISSOLUTION ALL RESIDUAL ASSETS, NOT OTHERWISE DISTRIBUTABLE TO THE MEMBERS OF THE CO-OP, MUST BE TURNED OVER TO ANOTHER NON PROFIT CHARITABLE, SOCIAL, BENEVOLENT, PATRIOTIC, RECREATIONAL, OR FRATERNAL ORGANIZATION.
IN WITNESS WHEREOF, we, being all of the organizing Members and Board Members of Upstate Food Co-op have hereunto set our hands and seals this ______ day of ____ , 2005.
Independent Information Resource for Members of Upstate Food Co-Op
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