YELM COOPERATIVE BYLAWS
ARTICLE 1 — NAME
1.1 . Corporate Name. The name of the Corporation shall be Yelm Cooperative with trade names of Yelm Coop and Yelm Food Coop. The Corporation is authorized to maintain such additional trade names as the Board of Directors shall deem appropriate.
ARTICLE II – PURPOSE AND MISSION
2.1. Purpose. To be a sustainable and reproducible model for community-based, food education and self-sufficient food production systems within the Cascadia Bioregion.
2.2. Mission. The Yelm Cooperative will:
- a. Operate natural and organic food sales and distribution outlets, provide knowledge about, as well as access to, local and regional foods not available through conventional corporate food distribution systems.
b.. Develop and make available to members and the community-at-large comprehensive educational programs that focus on community food self-sufficiency through class instruction, as well as hands-on kitchen and garden experiential training specific to the production, processing, storage, rotation and use of regionally-grown foods.
- c. Develop and support a network of local, community and regional environmentally-responsible farmers and small-scale sustainable food sources through programs including, but not limited to, farmer-direct relationships, Farmers Market, and comprehensive hands-on gardening, composting and soil stewardship education classes.
ARTICLE III — MEMBERSHIP
3.1. Exclusion. There shall be no Shareholders of the Corporation.
3.2.. Members. Those persons or entities that are paying quarterly dues or have paid annual dues for the current year shall be known as Members. Member dues shall be as follows:
a. Past Member – Optional complimentary 2012 membership
b. General Membership – $40/year.or $10/quarter
c. Senior General Membership (over 65) – $30.00/year or $7.50/quarter
d. Wine Buy Club Membership, only – $30/year (paid in full/no quarterly)
e. Working Member Membership – $20/year or $5.00/quarter
f. Working Member (14-17 yrs.) Membership – Complimentary—no annual fee.
g. Active Military General Membership – Complimentary –no annual fee (store item purchases only.)
f. EBT/Food Stamps – Complimentary—no annual fee
3.3. Purchases. The Board shall determine the procedure and amounts for discounts and mark-ups.
a. Members shall pay markups on goods purchased from the Cooperative, which shall be less than those paid by non members.
b. Working Members are eligible to pay markups on goods purchased from the Cooperative, which shall be less than those paid by non-Working Members.
3.4. Liability. Members shall not be liable for the debts of the Cooperative.
ARTICLE IV – MEMBER MEETINGS
4.1. Annual Meeting. The Annual Meeting of the Members shall be held in September of each year or at such date, time and place as the Directors shall determine.
4.2. Special Meetings of the Membership may be called by a majority of the Members or Directors upon Notice to the Membership as required by these Bylaws.
4.3. Voting
a. At any Meeting of the Members, 10% of the Membership shall constitute a quorum.
c. A quorum shall be required to vote on resolutions of the Members.
c.. Each Member shall have one vote.
d. The vote of the majority of those present at any Meeting where a quorum is present is required to pass resolutions of the Membership.
e. If a quorum is not present at the Meeting of the Membership, the resolution may be posted in the Cooperative Store where Members may vote, by written ballot, for a period up to 30 days. If a quorum is met within that time period and a majority vote favorably, the resolution is passed.
ARTICLE V – BOARD OF DIRECTORS.
5.1. Directors. The affairs of the Corporation shall be managed by a board consisting of at least five and no more than nine Directors.
a. All Directors shall be Members of Yelm Cooperative.
b. The Directors shall serve a three-year term. No Director shall be eligible to serve more than two consecutive terms.
c. The Directors shall serve at the pleasure of the Members and may be removed by a majority vote of the Members or Directors at any time with or without cause.
d. If any Board Member has three absences from regular Board meetings during the year (excused or unexcused) that Member is no longer on the Board.
e. A Director may resign upon one month’s notice to the Board of Directors, except for hardship such as illness or relocation out of the area.
f. In the event of a vacancy on the Board of Directors, the remaining Board members may appoint a new Director. The appointed Director shall serve until the next Board election at the annual Membership meeting. Any Board-appointed Director is eligible to run for an elected term at the next session.
g. Except for fair compensation for services actually rendered, a Director shall not during his/her term of office be a party to a contract for profit with the Cooperative differing in any way from the business relations accorded members generally or upon terms differing from those generally current among members.
h. Directors shall be under an affirmative duty to disclose an actual or potential conflict of interest in any matter under consideration by the Board. Directors having such an interest may not participate in the discussion or decision of the matter unless otherwise determined by the Board.
i. The Board shall not exercise any power under these Bylaws which is in conflict with the Articles of Incorporation or applicable state or federal law.
j. The Board shall not dispose of all or substantially all of the Cooperative’s assets without prior approval of two-thirds of the Membership.
5.2. Meetings. Meetings of the Directors shall be open to observation and limited participation by members of the Cooperative. The Board may, however, conduct a closed session when necessary to protect the vital interests of the Cooperative.
a. The Directors shall establish times for regular meetings of the Directors.
b. The Annual Meeting of the Directors shall be held within two weeks following the Annual Meeting of the Members.
c. Special Meetings of the Directors may be called by a majority of the Members or by a majority of the Directors or the President upon notice to the Directors as provided in these Bylaws.
d. At any Meeting of the Directors, a majority of the Directors shall constitute a quorum. The vote of the majority of those present at any Meeting where a quorum is present is required to pass resolutions of the Directors.
e. Each Director shall have one vote.
5.3 Power and Authority. Except as to matters reserved to Membership by law or Bylaws, the business and affairs of the Cooperative shall be directed by the Board of Directors. The Board of Directors shall have full power and authority:
a. To manage and conduct the affairs and business of the Cooperative.
b. To appoint and remove, at its discretion, any Director or Officer of the Board.
c. To employ staff, approve job descriptions and approve a hiring policy.
d. To approve an annual operating budget.
e. To make such expenditures as the Board deems expedient.
f. To monitor the financial health of the Cooperative.
g. To provide an annual report to the Members, to include a financial report, committee reports and a summary of other significant events held and actions taken by the Cooperative during the year.
h. To appoint Committees as needed. If the Committee is to have delegated authority of the Board, it must have at least two Directors on the Committee.
i. To accept on behalf of the Cooperative any contribution, gift or device for the general purpose or any special purpose of the Cooperative.
j. To donate, gift, or grant, at its discretion, the funds of the Cooperative in pursuit of the Cooperative’s purposes and objectives.
ARTICLE VI — OFFICERS
6.1. Officers. The day-to-day operations of the Corporation shall be managed by the Officers, who shall consist of a President, one or more Vice Presidents, Secretary and Treasurer and such other Officers as the Directors designate.
a. One person may hold more than one of these offices except the offices of President and Secretary.
b. The President is duly authorized to bind the Corporation on contracts and transactions up to $500.00 without prior approval of the Directors.
c. The Vice President(s) shall fulfill the role of the President in the President’s absence, and shall perform such other duties as the President or Directors assign.
d. The Treasurer shall maintain the financial records of the Corporation and shall issue an Annual Report to the Members at the Annual Meeting of the Members. The Treasurer shall monitor monthly expenses, provide the Board with monthly financial reports, and ensure that all tax returns are promptly filed with the state and federal taxing authorities.
e. The Secretary shall maintain the corporate records of the Corporation, ensure that Annual and Special Meeting notices are timely provided in accordance with these Bylaws, ensure Minutes or Consents of Annual and Special Meetings are filed in the corporate book, and ensure the Annual Report is filed with the Washington Secretary of State.
f. The Officers shall be elected by the Directors, serve at the pleasure of the Directors and may be removed by a majority vote of the Directors at any time, with or without cause.
g. The Officers shall serve three-year terms, or until the Member’s term as Director expires.
h. An Officer may resign upon one month’s notice to the Board of Directors, except for hardship such as illness or relocation out of the area.
i. Vacancies among the Officers shall be filled by a majority vote of the Board of Directors
ARTICLE VII – MEETING NOTICE
7.1. Written Notice. Written notice of the time, place and purpose of any meeting of the membership shall be delivered to each member not less than ten (10) nor more than thirty (30) days before the date of the meeting for Annual Meetings and not less than seven (7) days for Special Meetings. In the event of voting by mail, the notice shall include necessary ballots and materials which impartially describe the candidates for election or issues for decision.
7.2 Notice by Electronic Transmission. Notice may be made by email, fax or other electronic transmission. Notice by electronic transmission is only valid if the person receiving the Notice has signed a written consent to receive Notices by electronic transmission. Notice is deemed made on the date the Notice is electronically transmitted to the Members or Director at their email address, fax number or other electronic address of record.
ARTICLE VIII – OTHER PROVISIONS
8.1. Corporate Books and Records.
a. The President shall ensure that the Corporation maintains adequate books and records at the office of the Corporation and the same shall be available for inspection by any Member at any reasonable time upon reasonable notice.
b. The Secretary shall make the corporate book of the Corporation available for inspection by any Member at any reasonable time upon reasonable notice.
8.2. Amendment of Bylaws
a. These Bylaws may only be amended by a vote of two-thirds of the Directors OR
b. By a vote of two-thirds of the Members at any Special or Annual Meeting. Notice of proposed changes to the Bylaws shall be provided in advance of any Special or Annual Meeting at which a vote will be taken to amend the Bylaws.
8.3. Indemnity To the full extent permitted by the Washington Non-Profit Corporation Act, the cooperative shall indemnify any person who was or is a party or is threatened to be a party to any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that the person was or is a Director or Officer of the Cooperative against expenses (including attorney’s fees), judgments, fines, and liabilities reasonably incurred or imposed upon them in connection with or resulting from any claim, action, suit, or proceeding, provided that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the cooperative. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Cooperative. The Board of Directors may obtain insurance on behalf of any person who is or was a Director, Officer, employee, or agent against any liability arising out of their status as such, whether or not the Cooperative would have power to indemnify him/her against such liability. The Board of Directors may, at any time, approve indemnification under the Washington Non-Profit Corporation Act of any person which the Cooperative has the power to indemnify. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or contract.
As amended March 2012
