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Springfield Food Co-op Bylaws
Article I Membership
Section 1.1 - Eligibility. Membership in the Co-op shall be open to any individual or
organization who wishes to patronize and support the Co-op and abide by these bylaws. Organizational
members must be nonprofit groups or be organized on a cooperative basis. Any individual or
organization becoming a member shall be provided a copy of these bylaws upon request.
Section 1.2 - Admission. An applicant will be admitted to membership upon submitting an application form, executing a subscription for stock and paying a minimum amount toward purchase of stock, each of which shall be in such form and amount as may be prescribed by the Board of Directors.
Section 1.3 - Responsibilities. Each member shall contribute to the capital needs of the Co¬op through purchasing one $75 membership voting share per household and an amount of $5 preferred non-voting shares equaling at least one for each adult in her or his household. Each member may also contribute to the operational needs of the Co-op through contributions of her or his labor or services to the extent determined by the Board of Directors, entitling such member to a discount on purchases. The Board may waive in whole or in part capital contributions for reasons of financial hardship and labor contributions for reasons of personal hardship.
Section 1.4 - Access to information. Members shall be provided reasonably adequate and timely information, as to the organizational and financial affairs of the Co-op. Members shall be provided access to the books and records of the Co-op for any proper purpose at all reasonable times.
Section 1.5 - Settlement of disputes. In any dispute between the Co-op and any of its
members or former members which relates to normal membership transactions and which cannot be
resolved through informal negotiations, it shall be the policy of the Co-op to prefer the use of mediation
whereby an impartial mediator may facilitate negotiations between the parties and assist them in
developing a mutually agreeable settlement. Members are encouraged to cooperate in this process.
Section 1.6 - Termination. Membership may be terminated voluntarily by a member at any time upon notice to the Co-op. Membership may be terminated for cause, including willful violation of these bylaws, by the Board of Directors after a fair hearing at which the member is given the opportunity to speak and present evidence in her or his behalf. Upon termination of membership, any amounts due on outstanding stock subscriptions shall remain due and payable. Upon termination of membership for any reason, all rights and interests in the Co-op shall cease except for rights to redemption of capital pursuant to Article VI of these bylaws.
Article II Meetings of members
Section 2.1 - Annual meeting. An annual meeting of members shall be held within the first calendar quarter of each fiscal year, whenever practicable, and at a place convenient to members. The time and place of the meeting shall be determined by the Board of Directors. The purposes of the meeting shall be to hear reports on the operations and finances of the Co-op, to elect directors and to conduct such other business as may properly come before the meeting.
Section 2.2 - Special meetings. Special meetings of members may be called by the Board of Directors. A special meeting shall be called within eight weeks of receipt of petitions of not less than ten percent of the member households of the Co-op which specifically state the appropriate business to be brought before the meeting.
Section 2.3 - Notice. Written notice of the time and place of any meeting of members, together with a statement of the purposes of such meeting, shall be mailed to each member household not less than fourteen days before the date of the meeting.
Section 2.4 - Quorum. The presence of a representative from twenty member households or ten percent of all member households, whichever is lesser, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of members.
Section 2.5 . Voting. Each member household shall have one vote on all matters submitted to a vote of members. . Proxy voting shall not be permitted. Voting by absentee ballot may be authorized by the Board of Directors provided the issues for decision are fully stated in the notice of the meeting. All issues shall be decided by a majority of member households voting except where a higher percentage is required by law or by these bylaws. Decisions on issues which are not included in the notice of the meeting shall be of an advisory nature only.
Section 2.6 - Issues submitted by members. Notices of a meeting of members shall include any appropriate issues submitted by petition of not less than fifteen member households. Petitions must be received at the office of the Co-op not less than one month before the date of the meeting.
Article III Board of Directors
Section 3.1 - Powers and duties. Except as to matters reserved to membership by law or by these bylaws, the business and affairs of the Co-op shall be directed and controlled in the interests of members by the Board of Directors (sometimes referred to in these bylaws as "the Board"). The powers and duties of the Board shall include, but not be limited to, engaging a general manager and monitoring and evaluating her or his performance, overseeing the operations of the Co-op, establishing fiscal controls, securing good conditions of employment and assuring that the purposes and aims of the Co-op are properly carried out.
Section 3.2 - Number and qualifications. The Board shall, whenever possible, consist of nine persons but shall in all cases consist of at least five persons. All directors must be members of the Co-op.
Section 3.3 - Nomination. Candidates for director positions shall be nominated by the Nominating Committee or may also be nominated by petitions signed by a minimum of ten member households of the Co-op. Members desiring to run for election as directors should notify the Nominating Committee not less than one month before the date of the annual meeting.
Section 3.4 - Election. All directors shall be elected by plurality vote at the annual membership meeting. Directors shall normally be elected to serve for terms of three years or until election of their successors. The terms of directors shall be so staggered that approximately one-third shall expire in each year. Directors may serve for no longer than three consecutive full terms; they may, however, be reelected to the Board after an absence of one year.
Section 3.5 - Contracts for profit. During her or his term of office, a director shall not be a party to any contract for profit with the Co-op differing in any way from the business relations accorded each member or upon terms differing from those generally current among members.
Section 3.6 - Conflicts of interest. Directors shall be under an affirmative duty to disclose
their actual or potential conflicts of interest in any matter under consideration by the Board. Directors
having such an interest may not participate in the decision of the matter.
Section 3.7 - Committees. The Board may designate one or more standing committees, including but not limited to committees on finance, nomination, membership, education, personnel, and space and facilities, to advise the Board and to exercise such authority as the Board shall designate. Such committees shall consist only of members of the Co-op and shall ideally include at least one director.
Section 3.8 - Termination. The term of office of a director may be terminated prior to its expiration in any of the following ways:
(1) voluntarily by a director upon notice to the Co-op;
(2) automatically upon termination of membership in the Co-op;
(3) involuntarily, with or without cause, by action of a membership meeting; and
(4) involuntarily for cause by a two-thirds vote of the Board after a fair hearing at which the director is given the opportunity to speak and present evidence, provided that such person is accorded the right of appeal at a membership meeting. The decision of the Board referred to members will stand until annulled or modified by the members.
A director who fails to attend two consecutive meetings of the Board without notification shall be considered to have resigned.
Section 3.9 - Vacancies. Any vacancy among directors occurring between annual meetings may be filled by the Board of Directors for the time remaining until the next membership meeting. The number of directors comprising the Board may be determined or altered only at a meeting of members.
Article IV Meetings of the Board
Section 4.1 - Meetings. A regular meeting of the Board of Directors shall be held, without any other notice, immediately after the annual meeting of members. The Board may determine the times and places of additional regular meetings. Special meetings shall be called upon request of at least three directors. A meeting of the Board shall be held at least once every month. Meetings of the Board of Directors or of any committee shall be open to all members of the Co-op.
Section 4.2 - Notice. Meetings called by the Board shall require no further notice than the decision of the Board. All other meetings shall require written or oral notice to all directors. Written notices shall be delivered not less than ten days before the date of the meeting, and oral notices in person or by telephone shall be given not less than three days before the date of the meeting. Notices of meetings of the Board shall also be posted in a timely manner and in a conspicuous place on the Co-op premises.
Section 4.3 - Quorum and voting. The presence in person at the opening of the meeting of a
majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of
business at any meeting of the Board. Decisions of the Board shall be made by a majority vote of
directors present.
Section 4.4 - Telephone conferences. Meetings of the Board may be conducted by means of a telephone conference or other communication equipment whereby all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.
Section 4.5 - Action without a meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent to the action is signed by all directors and filed with the minutes of meetings.
Section 4.6 - Referendum. At the request of three or more directors, a decision of the Board shall be referred to a meeting of members. A decision referred to members will stand until annulled or modified by members. Modification by members shall not impair rights previously acquired by third parties.
Article V Officers
Section 5.1 - Designation. The officers of the Co-op shall consist of President, Vice President, Treasurer, Secretary, and such other officers or assistant officers as may be determined by the Board. The offices of Treasurer and Secretary may be held by the same person. All officers shall be directors.
Section 5.2 - Election, term and removal. Officers shall be elected by the Board of Directors. Officers shall serve for terms of one year or until election of their successors. Officers may be removed at any time, with or without cause, by the Board.
Section 5.3 - Duties. Officers shall have the following duties and such additional duties as is determined by the Board:
(a) The President shall preside at all Board and membership meetings, shall present a report to the annual membership meeting on the organizational affairs of the Co-op and shall, as authorized by the Board, sign formal documents on behalf of the Co-op;
(b) The Vice President shall perform the duties of the President in her or his absence and shall, as requested, assist the President in the performance of her or his duties;
(c) The Treasurer shall monitor the financial affairs of the Co-op and the filing of all required reports and returns, shall present a report to the annual membership meeting on the financial affairs of the Co-op and shall, as authorized by the Board, sign formal documents on behalf of the Co-op; and
(d) The Secretary shall oversee the issuance of required notices and the keeping of minutes of all Board and membership meetings and shall, as authorized by the Board to sign or attest to formal documents on behalf of the Co-op
Article VI Capital Stock
Section 6.1 - Authorized stock Stock which the Co-op shall have authority to issue or reissue is two thousand shares of common stock, called membership shares, with a par value of seventy-five dollars per share and fifty thousand shares of preferred stock with a par value of five dollars per share.
Section 6.2 - Issuance and terms. Membership shares may be issued to any persons eligible for and admitted to membership in the Co-op, and no more than one such share shall be issued to any person. No share shall be issued until it has been fully paid for. All shares shall be non-assessable and shall not be transferable. Membership shares shall be entitled to no dividend or other monetary return on investment, Preferred shares in excess of the required one per adult in a household shall accrue dividends at an annual rate of not more than five percent, except that neither such dividends shall accrue nor shall there be any distribution of net savings or dividends paid to members or shareholders (ordinary or preferred shares) of the SFC during the term of any loan, or before disposal of any assets secured with a grant, provided by a US federal agency.
Co-op shall have a first lien on all shares to the extent of amounts due and payable to the Co-op by the holder.
Section 6.3 - Certificates. Every holder of fully paid shares shall be entitled to receive a certificate evidencing such holding. All certificates shall be signed personally or by facsimile by the President and the Treasurer and shall be numbered and registered by the Co-op. Each certificate shall contain a prominent notation that it is not transferable. Each common stock certificate shall contain a prominent notation that voting rights pertain only to membership in the Co-op on the basis of one vote per member, and each preferred stock certificate shall contain a prominent notation that it is nonvoting. The Co-op may issue a replacement certificate for any certificate alleged to have been lost, stolen or destroyed without requiring the giving of a bond or other security against related losses.
Section 6.4 - Redemption. Capital stock may be redeemed, at the discretion of the Board, whenever and to the extent that share holdings of any members shall exceed the then current membership requirements. Capital stock shall be redeemable at no more than its carrying value on the books of the Co¬op. No redemption shall be made when such payment would endanger the financial condition of the Co¬op.
Article VII Fiscal Matters
Section 7.1 - Fiscal year. The fiscal year of the Co-op shall begin on the first day of April in each year and end on the last day of March of the succeeding year.
Section 7.2 - Fiscal policies. The Co-op shall be operated according to sound business practices insofar as they are consistent with the purposes and aims of the Co-op. In lieu of distributing patronage dividends, the Co-op may use its net savings for its development needs and for the provision and extension of services to members.
Section 7.3 - Accountability. Financial statements of the Co-op shall be audited or reviewed by an accountant selected by the Board of Directors. There shall be an annual financial/management review of the operations of the Co-op by a committee appointed by the Board. Areas of review shall include management performance, adherence to governing policy, adequacy of operating controls and procedures and other matters as determined by the Board.
Article VIII Indemnification
Section 8.1 - Rights. The Co-op shall, subject to the terms and conditions in this Article, indemnify or reimburse its directors and officers for all claims and liabilities, including those formerly holding such positions, against all liabilities and expenses, including reasonable attorneys' fees, to which they may be subject by reason of their positions with the Co-op or their services in its behalf.
Section 8.2 - Limitations. Indemnification shall be provided if the person or persons to be indemnified is successful on the merits in defense of the action or proceeding. Further, if the person or persons to be indemnified is unsuccessful on the merits in defense of the action or proceeding, indemnification shall be provided unless it is determined that the person or persons did not act in good faith or in the best interests of the Co-op, if such determination is not made in a legal proceeding related to the claim, it may be made by a quorum of directors who were not parties to the action or proceeding or by independent legal counsel selected by such quorum. If not made or able to be made by either, such determination shall be made by independent legal counsel selected by members. In any action or proceeding by or in the right of the Co-op, indemnification shall be provided only as to reasonable expenses and only if the person is not adjudged liable to the Co-op on such bases. Indemnification payments shall be made only in such increments and at such times as will not jeopardize the ability of the Co-op to pay its other obligations as they become due.
Article IX Notice
Section 9.1 - Notice. Any notice required under these bylaws shall be deemed delivered when deposited in the United States mail with names and addresses as they appear in the records of the Co-op.
Section 9.2 - Waiver of notice. Any notice of a meeting required under these bylaws may be waived in writing at any time before or after the meeting for which notice is required. The attendance of any person at a meeting shall constitute a waiver of notice of the meeting except where the person attends for the express purpose of objecting to the transaction of business because the meeting in not lawfully convened.
Article X Bylaws
Section 10.1 - 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 deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.
Section 10.2 - Amendment. These bylaws may be altered, amended or repealed only at an annual or special meeting of members. Notice of the proposed change or amendment of the bylaws shall be given in writing to all members at least fourteen days prior to the meeting. In order to take effect, the proposed change must be approved by a two-thirds majority of ballots cast.