Yelm Cooperative Bylaws
1. Corporate Name
The name of the Corporation shall be Yelm Cooperative with trade names of Yelm Co-Op and Yelm Food Co-Op. The Corporation is authorized to maintain such additional trade names as the Board of Directors or President shall deem appropriate.
2. Purpose and Mission
To be a sustainable and reproducible model for community-based, food education and self-sufficient food production systems within the Cascadia Bioregion.
The Yelm Cooperative will:
– Operate natural and organic food sales and distribution outlets, providing knowledge about, as well as access to, local and regional foods not available through conventional corporate food distribution systems.
– 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.
– 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 Markets, and comprehensive hands-on gardening, composting and soil stewardship education classes.
a. There shall be no Shareholders of the Corporation.
b. Those persons or entities that have paid dues shall be known as Members. Member dues shall be as follows:
· Past member – Optional complimentary 2012 membership
· General membership – $40 per year.
· Working membership – $20 per year.
· Wine club member – $30 per year additional or could be a stand alone membership.
· Members of other co-ops cannot participate in Wine Club or specials the YFC might offer.
c. 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. At the Annual Meeting, the Members shall elect Directors to serve until successors are elected.
d. Special Meetings of the Members may be called by a majority of the Members or Directors upon Notice to the Members as required by these By-Laws.
e. Each Member shall have one vote.
f. At any Meeting of the Members, 10% of the Members shall constitute a quorum. A quorum shall be required to pass any resolutions of the Members.
g. The vote of the majority of those present at any Meeting where a quorum is present is required to pass resolutions of the Members.
a. The affairs of the Corporation shall be managed by a board consisting of at least three and no more than nine Directors. All Directors shall be Members of Yelm Cooperative.
b. The initial Board of Directors shall adopt the Bylaws and seal of the Corporation, elect the initial Officers, and transact such other business as may be necessary to set up the Corporation.
c. Initial Directors may serve for one, two or three years so that the election of Directors is staggered to provide for election of some Directors in one year and the remaining Directors in the following year. After the initial Directors’ terms have ended, Directors shall serve a three year term.
d. Co-op membership shall elect new Directors at the annual membership meeting.
After completing the third year of a term of office, a Director can choose to run for election for
a second 3 year term via membership vote at the annual membership meeting. After 6
consecutive years as a Director, a mandatory 1 year break is required.
e. The Annual Meeting of the Directors shall be held within two weeks following the Annual Meeting of the Members. At the Annual Meeting, the Directors shall elect the Officers to serve until successors are elected.
f. 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 By-Laws.
g. The Directors may establish times for regular meetings of the Directors.
h. Each Director shall have one vote.
i. 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 Board of Directors.
j. The Directors may establish Committees composed of Members and/or Directors. Any official Board Committee must have two or more Board Members. Committees shall have no independent authority.
k. 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. If any Director has three (3) unexcused absences from Board meetings during a 12 month period, that Director is considered to have removed themselves from the position and will no longer participate in the Board.
l. A Director may resign upon one month’s notice to the Board of Directors, except for hardship such as illness or relocation out of Thurston County.
m. Vacancies among the Board of Directors may be filled by a majority vote of the Board of Directors at any meeting where there is a quorum present. Any Director appointed by the Board due to vacancies must be voted on by the membership at the next annual meeting. If voted in, the new Director will fill the remaining term limits of the position he or she was appointed to by the Board. At the time the Director completes the remaining term, he or she can choose to stand for election for a new three (3) year term at the next annual membership meeting.
n. 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.
o. 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.
p. 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.
a. The day-to-day operations of the Corporation shall be managed by the Officers, which shall consist of a President, one or more Vice Presidents, Secretary and Treasurer and such other Officers as the Directors designate from time to time. One person may hold more than one or all 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 $5000.00 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 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 serve for two years, except that the initial Officers may serve for one or three years so that the election of Officers is staggered to provide for election of some Officers in one year, and the remaining Officers in the following year.
g. The Officers shall 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.
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 Thurston County.
a. The Directors may establish, amend and revoke requirements for one or more classes of Supporters who are not Members, including without limitation: fees assessed, tax deductibility, classification name, and any benefits afforded to Supporters. Supporters of one class shall all be afforded the same benefits as those within the class with no preference given to an Affiliate in one class over another Affiliate of the same class.
a. Annual Meetings. Notice of Annual Meetings shall be provided at least thirty (30) days in advance of the Meeting. Notice of Annual Meetings may be made by email, fax, telephone or mail and shall state the date, time and place of the Meeting.
b. Special Meetings. Notice of Special Meetings of the Members shall be made on seven (7) days notice to the Members. Notice of Special Meetings of the Board of Directors shall be made on five (5) days to the Directors. Notice of Special Meetings may be made by email, fax, telephone or mail and shall state the date, time, place and purpose of the Meeting. Notice is deemed made when emailed, mailed, or faxed to the Members or Directors at their email or mailing address or fax number of record. Notice by email is only valid if the person receiving the notice has signed a written consent to receiving Notices by email. Notice by mail shall be considered received three days after mailing. If Notice is provided by telephone, the person providing the Notice shall sign a Declaration of Notice to include the date and time of the Meeting and the date and time when telephonic Notice was given and submit the original Declaration of Notice to the Secretary for filing in the corporate book.
c. Regular Meetings of the Board of Directors. No Notice is required to be given for Regular Meetings of the Directors and minutes of such meetings are not required.
d. Notice by Electronic Transmission. Notice by email or fax or other electronic transmission is only valid if the person receiving the Notice has signed a written consent to receiving Notices by electronic transmission. Notice is deemed made on the date the Notice is electronically transmitted to the Members or Directors at their email address, fax number or other electronic address of record.
e. Notice by Fax. Notice is deemed made on the date the Notice is faxed to the Members or Directors at their fax number of record.
f. Notice by Telephone or in Person. Notice is deemed made when Notice is provided to the Member or Directors by talking with the person by telephone or in person. If Notice is provided by telephone or in person, the person providing the Notice shall sign a Declaration of Notice to include the date and time when telephonic Notice was given and submit the original Declaration of Notice to the Secretary for filing in the corporate book.
g. Notice by Mail. Notice by mail is deemed made three days after mailing. If Notice is provided by telephone, the person providing the Notice shall sign a Declaration of Notice to include the date and time when telephonic Notice was given and submit the original Declaration of Notice to the Secretary for filing in the corporate book.
h. Waiver of Notice. Any Member or Director may waive Notice in writing. A Member or Director’s attendance at a meeting shall be considered a waiver of Notice without the necessity of a written Waiver.
a. At any Annual Meeting, the Members and Directors may transact any business that is lawful and in conformity with these Bylaws.
b. At any Special Meeting of the Members or Directors, only the business purpose specified in the Notice shall be conducted unless all Members or Directors are present or consent in writing to the transaction of the other business.
c. Any Annual or Special Meeting of the Members or Directors may be held in person, by telephone conference call, internet conference, video conference or other means whereby all persons attending the Meeting can hear one another at the same time.
d. In lieu of attending any Meeting of the Members or Board of Directors, a majority of the Members and Directors may adopt resolutions and take any legal action by signing a Consent in Lieu of Meeting which sets forth the resolutions adopted and action to be taken.
e. No action or resolution of the Members or Board of Directors adopted at a meeting of the Members or Directions shall be valid unless (1) a quorum exists at such meeting, and (2) a majority of those entitled to vote adopt the action or resolution.
9. Corporate Books and Records
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. The Secretary shall make the corporate book of the Corporation available for inspection by any Member at any reasonable time upon reasonable notice.
10. Amendment of Bylaws
These By-Laws may only be amended by a vote of two thirds of the Directors or Members at any Special or Annual Meeting or by Consent in Lieu of Meeting. Notice of proposed changes to the By-Laws shall be provided in advance of any Special or Annual Meeting at which a vote will be taken to amend the By-Laws.
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 her/him 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.