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People's Food Cooperative
Ann Arbor, Michigan
By-Laws
| ARTICLE I - NAME
AND ORGANIZATION |
| 1.1 |
NAME |
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The name of this cooperative shall be the People's Food Cooperative,
Inc. In these by-laws, the short name shall be the Co-op. |
| 1.2 |
ORGANIZATION |
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The Co-op shall be organized on a non-stock, membership basis. |
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| ARTICLE II -
PURPOSE |
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The purpose shall be consistent with that set forth in the Articles of Incorporation. |
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| ARTICLE III -
MEMBERSHIP |
| 3.1 |
QUALIFICATIONS |
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Membership shall be open to all persons who meet the requirements
of admission to, retention of, and expulsion from membership
as are adopted by the Board of Directors. Membership shall be
open without regard to race, color, sex, religion, national origin,
sexual orientation, or disability. No member shall own more than
one membership. |
| 3.2 |
MEMBERSHIP CLASSES |
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There shall be two classes of membership. Each class shall
equally enjoy all rights and bear all responsibilities of membership.
Class 1 memberships shall be available to every person meeting
the requirements established in Section 3.1 whom the Co-op certifies
as having "low income" under standards established
by the Board of Directors, contingent upon meeting the financial
requirements outlined in Section 3.3. Class 2 memberships shall
be available to every person meeting the requirements established
in Section 3.1, and shall be contingent upon the payment of any
application fee which the Board of Directors may establish for
such class and upon timely, scheduled payment of any membership
capital required of members of such class by the Board of Directors. |
| 3.3 |
CLASS 1 MEMBERSHIP |
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Those individuals whom the Co-op certifies as having "low
income" under standards established by the Board if Directors
shall have the opportunity to finance their membership over a
period up to four years. |
| 3.4 |
RIGHTS |
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As stated in these by-laws, members have the right to elect
the Co-op's Board of Directors, to recall Directors, to petition
for referenda, to attend meetings of the Board of Directors,
to receive notice of membership meetings, to approve amendments
to these by-laws, to serve on committees, and to exercise such
other rights of members as may be established by the Board of
Directors or by vote of members or pursuant to Michigan Compiled
Laws Section 450.101. |
| 3.5 |
RESPONSIBILITIES |
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The responsibilities of membership shall be those established
by the Board of Directors or adopted by vote of members. |
| 3.6 |
TERMINATION OF MEMBERSHIP |
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Members may terminate their membership by tendering their resignation
in writing to the Secretary. The Board of Directors may terminate
the membership of any member who fails to meet the responsibilities
of membership. |
| 3.7 |
NON-TRANSFERABILITY |
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Memberships may not be transferred. |
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| ARTICLE IV - MEETINGS OF MEMBERS |
| 4.1 |
ANNUAL MEETING |
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The Co-op shall hold an Annual Meeting of Members no later
than one hundred and twenty (120) days after the close of each
fiscal year, at a time and place specified by the Board of Directors.
At the meeting, the members shall receive the Annual Report and
may consider such other business as may be properly brought before
it. |
| 4.2 |
NOTICE |
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The Co-op shall give each member written notice of Annual or
Special Meetings of members, either personally or mailed to their
last known address at least ten (10) and no more than sixty (60)
days before the meeting. Such notice may also be given by being
prominently displayed and included in a regular Co-op periodical
which is mailed at postage rates complying with the regulations
of the United States postal service addressed to a member entitled
to vote. Notices shall also be posted in the storefronts no less
than ten (10) days before the meeting. |
| 4.3 |
QUORUM |
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Quorum at any Annual or Special Meeting shall be five percent
(5%) of the membership or fifty (50) members, whichever is smaller.
Business may be discussed, but no official action may be taken
without a quorum. |
| 4.4 |
SPECIAL MEETINGS |
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Special Meetings may be called by a petition signed by seven
percent (7%) of the membership, or by the Board. The purpose
of such meetings shall be clearly stated in the petition and
in the notice of meeting, and no other business may be considered.
Petitions for Special Meetings shall be presented to the Board,
who shall certify them and arrange a timely meeting date. |
| 4.5 |
PROXY VOTING |
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Votes at Annual or Special Meetings may be cast only by members
attending, and not by proxy. Each member shall be entitled to
one vote on each matter submitted to a vote of members. Questions
presented at meetings shall be decided by a simple majority of
those present and voting. |
| 4.6 |
AGENDA ITEMS AT ANNUAL MEETINGS |
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Meeting agendas for annual meetings shall be set by the Board
of Directors. The Board shall post notices inviting members to
submit agenda items in the stores at least twenty-one (21) days
before the final agenda is compiled. The final agenda must include
items submitted by members under Section 4.7. Proposals not on
the meeting agenda shall not be considered for voting, except
by unanimous consent of those present at the meeting. Lacking
such consent, questions may be raised for discussion only by
agreement of two-thirds (2/3) of those present and voting. |
| 4.7 |
REFERENDA |
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Questions of policy or operations may be referred to a membership
referendum by the Board of Directors, or by a petition signed
by seven percent (7%) of the membership. The Board of Directors
shall supervise such referenda and shall insure that questions
are fairly presented, with adequate space given to opposing viewpoints.
Referenda may be either by mail ballot or by in-store balloting,
provided that if in-store balloting is used, balloting must be
carried on for at least twenty-one (21) days. A simple majority
may be sufficient to decide questions presented in referenda,
provided that at least ten percent (10%) of the members cast
ballots. If the minimum number of votes is not obtained within
three (3) weeks, a second mailing must be made to the membership,
extending the time for casting the ballots by twenty-one (21)
days. If the minimum number is not obtained after twenty-one
(21) days, the Board of Directors shall have the power to decide
the question presented in the referendum, and shall count the
ballots and treat them as an advisory vote. |
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| ARTICLE V - BOARD
OF DIRECTORS |
| 5.1 |
SIZE AND ELIGIBILITY |
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The Board of Directors shall consist of seven (7) members who
shall be elected by the members, or appointed by the Board under
Section 5.9. Any member may serve on the Board of Directors. |
| 5.2 |
TERMS |
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Directors shall serve for three (3) years or until their successors
are elected, whichever is longer. |
| 5.3 |
STAGGERED TERMS |
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Three (3) Directors shall be elected in 1995 and in each third
year following 1995; two (2) Directors shall be elected in other
years. |
| 5.4 |
NOMINATIONS AND ELECTIONS |
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Elections will be supervised by a committee appointed by the
Board of Directors. Candidates may be nominated by this committee
or by a member submitting their own Statement of Candidacy to
the Board of Directors prior to a deadline to be set by the Board
of Directors. The Co-op shall invite members to submit a Statement
of Candidacy by posting notices in the stores for at least twenty-one
(21) days before the deadline set by the Board of Directors. |
| 5.5 |
VOTING FOR DIRECTORS |
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Voting shall be by ballot delivered, along with submitted Statements
of Candidacy, to all members no later than twenty-one (21) days
before the Annual Meeting and returned by members before or at
the Annual Meeting. Election results shall be announced at the
Annual Meeting. |
| 5.6 |
QUORUM |
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No election of Directors shall be valid unless ten percent
(10%) or more of the members return ballots. |
| 5.7 |
COMPOSITION |
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There may be no more than one (1) Director from each entity,
as defined by Section 9.1, who is a paid staff member. |
| 5.8 |
METHOD OF VOTING |
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Members of the Co-op will vote for all candidates on an at-large
basis, with each member casting up to the same number of votes
as there are openings on the Board of Directors. The winners
will be those receiving the highest number of votes, except that
if Section 5.7 would be violated, the person receiving the lower
number of votes among staff candidates shall not be elected and
the person receiving the next highest number of votes who would
not violate Section 5.7 shall be elected. |
| 5.9 |
VACANCIES |
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A vacancy caused by death, resignation or recall shall be filled
by appointment of a member by the remaining members of the Board
of Directors. The appointee will serve for the remainder of the
term of the Director being replaced. |
| 5.10 |
RECALL |
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Directors may be recalled by a two-thirds (2/3) vote of the
membership, provided that at least ten percent (10%) of the members
cast ballots. Voting shall be by a ballot delivered to all members.
A recall election may be initiated by a two-thirds (2/3) vote
of the Board of Directors or by a petition signed by seven percent
(7%) of the membership. |
| 5.11 |
MEETINGS |
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Regular meetings of the Board of Directors shall be held at
least six (6) times annually. It shall not be necessary to serve
Directors with a written notice of regular meetings. Special
meetings may be called by the President or by one-third (1/3)
of the Directors. Written notice shall be given to Directors
for all special meetings at least three days in advance of such
meeting and shall state the time and place of the meeting. The
notice may be delivered in person or mailed. Attendance at a
meeting constitutes waiver of such notice. |
| 5.12 |
QUORUM |
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The Board of Directors shall conduct no business unless a majority of the directors then in office is present. |
| 5.13 |
DECISION-MAKING |
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Questions presented may be decided by a majority vote of the
Directors present. Except as provided in these by-laws, meetings
will be run in accordance with procedures set forth by the Board. |
| 5.14 |
ATTENDANCE |
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Any Director with three (3) unexcused absences will be considered
to have tendered his/her resignation from the Board, and his/her
position will be declared vacant by the Board of Directors. Absences
may only be excused by an affirmative vote of the Board at the
meeting at which the absence occurs or at the following meeting. |
| 5.15 |
OPEN MEETINGS |
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Meetings of the Board of Directors, except Executive Sessions,
shall be open to all members, who may observe and who may participate
according to Board of Director's policy. The Board may call an
Executive Session by a two-thirds (2/3) vote of the Directors
who are present when personnel matters, real estate negotiations,
litigation, and other financial transactions are to be considered. |
| 5.16 |
PUBLICITY FOR MEETINGS |
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The time, place and agenda for all Board Meetings shall be
publicized to members by posting notices in each store and by
such other methods as may be practical. |
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ARTICLE VI - POWERS AND RESPONSIBILITIES OF THE BOARD
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| 6.1 |
RESPONSIBILITIES |
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The Board of Directors is responsible for the operations of
the Co-op and is expected to carry out its task to insure that
the stores are operated in an efficient, sensible and prudent
manner to benefit the whole Co-op. The Board shall establish
all policies of the Co-op, which shall not be inconsistent with
law, these by-laws or recognized cooperative principles. The
Board may establish a non-redeemable application fee which may
be required as a condition of admission to membership. The Board
is responsible for carrying out the provisions of these by-laws. |
| 6.2 |
MINUTES |
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The Board of Directors shall prepare minutes of all Board of Director meetings. |
| 6.3 |
ANNUAL REPORT |
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The Board of Directors shall present an Annual Report to the
members at each Annual Meeting, containing a report on the year's
operations and the financial statements. |
| 6.4 |
REFERRAL TO MEMBERS |
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The Board may refer any question to the members for decision
at an Annual or Special meeting or by referendum. |
| 6.5 |
INPUT FROM MEMBERS |
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The Board is expected to continually solicit, both formally
and informally, comments, suggestions and advice from members. |
| 6.6 |
DISPUTE RESOLUTION BODY |
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The Board may establish a neutral dispute resolution body to
attempt to settle disputes between the Co-op and any of its members. |
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| ARTICLE VII -
COMMITTEES |
| 7.1 |
COMMITTEES |
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The Board may establish such committees as it deems necessary, both standing and temporary. |
| 7.2 |
MEMBERSHIP |
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Membership on committees shall be open to any member.At least one Director shall serve on each Standing Committee. |
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ARTICLE VIII - OFFICERS
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| 8.1 |
ELECTION |
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At its first regularly scheduled meeting after each Board election,
the Board shall elect from its number a president, vice-president,
secretary and treasurer. Contested elections shall be by secret
ballot. Officers shall serve for one (1) year or until their
successors are elected. Officers may be re-elected.
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| 8.2 |
REMOVAL |
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Officers may be removed by a two-thirds (2/3) vote of the Board. |
| 8.3 |
PRESIDENT |
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The President shall be responsible for calling meetings of the Board, for securing a chairperson/facilitator for each meeting, and for establishing the agenda for meetings. The President shall sign all documents for the Co-op at the direction of the Board or the membership. |
| 8.4 |
VICE-PRESIDENT |
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The Vice-President shall, in the absence or incapacity of the President, serve and act in the President's place. |
| 8.5 |
SECRETARY |
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The Secretary shall see that minutes of Board meetings are taken, shall supervise custody of all corporate documents, and shall countersign documents as required. |
| 8.6 |
TREASURER |
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The Treasurer shall have responsibility for all financial reports of the Co-op and shall supervise their preparation and accuracy. The Treasurer will report at least annually to the membership on the financial status of the Co-op and will countersign all documents in the absence or incapacity of the Secretary. |
| 8.7 |
POWER OF DELEGATION |
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The Board may, from time to time, hire or appoint other officers, employees, representatives and agents as it deems necessary and may grant them appropriate duties and powers. |
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ARTICLE IX - ENTITIES
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| 9.1 |
RESPONSIBILITIES |
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Each Co-op entity shall have separate areas of decision making
responsibility as designated by the Board of Directors. The decisions
may include questions of store hours, product selection, use
of volunteer labor and some store-specific financial questions.
A Co-op "entity" shall be defined as storefronts, offices,
and other establishments established by the Board of Directors
or by vote of members. |
| 9.2 |
ORGANIZATION |
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Each entity should organize its own method of decision making,
which may include local staff meetings, committees, or other
decision making structures. |
| 9.3 |
CORPORATE RELATIONSHIP |
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The Board of Directors may review entity decisions to insure that they benefit the whole Co-op. |
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ARTICLE X - STAFF
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| 10.1 |
EMPLOYEES |
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The Board of Directors shall hire or delegate the hiring of employees as necessary to manage the affairs of the Co-op. The Board of Directors may hire an employee to perform a particular task. |
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ARTICLE XI - OPERATIONS
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| 11.1 |
FISCAL YEAR |
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The fiscal year of the Co-op shall be set by the Board of Directors.
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| 11.2 |
AUDITS |
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The Board shall obtain an external review of the Co-op's books
at the end of each fiscal year, and shall present the reviewed
statements to the members at the Annual Meeting. The Board may
require such other audits as it may, from time to time, determine
as necessary. |
| 11.3 |
BUDGETS |
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The Board shall adopt an Annual Budget for the entire Co-op.
The proposed annual budget for the Co-op shall be available to
members on request during normal business hours for at least
fourteen (14) days prior to its adoption. |
| 11.4 |
SAVINGS |
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Any savings on operations may be rebated to members based on
patronage or held as retained earnings for reserves or investment. |
| 11.5 |
INVESTMENT |
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Cash reserves shall be kept in low-risk interest bearing accounts
or mutual funds, in credit unions, banks, savings and loan associations,
and the like, except that the Co-op may invest in or make loans
to other Co-ops with or without interest, provided that each
such investment or loan is specifically approved by the Board
of Directors. |
| 11.6 |
BORROWING |
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The Co-op may borrow money and mortgage, pledge or otherwise
grant interest in property owned by the Co-op at the discretion
of the Board of Directors. Each such borrowing, other than borrowing
from members under Board approved programs, must be specifically
approved by the Board of Directors. |
| 11.7 |
ACCOUNTS |
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The President and Treasurer shall jointly have the power to
open bank and credit union accounts for the organization and
to appoint signers. The Board shall be informed of each such
account that is opened at its subsequent meeting. |
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ARTICLE XII -
DISSOLUTION
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| 12.1 |
VOTE REQUIRED |
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he Co-op may only be dissolved by vote of two-thirds (2/3)
majority of those voting in a duly called mail ballot vote of
the membership, provided that no such vote will be effective
unless twenty percent (20%) of the active members vote in the
referendum. |
| 12.2 |
DISTRIBUTION OF ASSETS |
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Upon dissolution, the Directors shall provide for the payment
of all business debts. Any remaining assets shall be used first
to repay membership capital to all members who can be located
and second to support, by donation, other cooperative organizations
in Ann Arbor (first), Michigan (second) and nationally (third),
as determined by the Board of Directors. |
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ARTICLE XIII -
AMENDMENTS
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| 13.1 |
INITIATION OF AMENDMENTS |
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Amendments to these by-laws or to the Articles of Incorporation
may be proposed by the Board of Directors or by petition of seven
percent (7%) of the membership. |
| 13.2 |
REFERRAL OF AMENDMENTS TO THE MEMBERS |
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The Board of Directors shall put all amendments which have
been proposed according to Section 13.1 to a vote of the membership
by mail ballot. The procedures of Section 4.7 shall apply. This
ballot may be timed to coincide with the annual election of new
Board members. |
| 13.3 |
APPROVAL OF AMENDMENTS |
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Amendments must be approved by a two-thirds (2/3) vote of those
voting in a membership referendum, provided that no such vote
shall be effective unless ten percent (10%) of the members cast
ballots. |
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ARTICLE XIV -- INDEMNIFICATION
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The Co-op shall indemnify, as fully as is possible under Michigan
law, any person who is made or threatened to be made a party
to any threatened, pending or completed proceeding, whether civil,
criminal, administrative or investigative, and whether formal
or informal, because such person acted as a director or officer
of the Co-op or because such person served at the request of
the Co-op as a director or officer of any other enterprise, against
expenses, attorney fees, judgments, fines, penalties and amounts
paid in settlement which that person actually and reasonably
incurs in such matter or its appeal. These indemnification rights
are not exclusive of any other rights which such person may have.
No repeal or amendment of this Article XIV shall adversely affect
any person's right to indemnification with respect to acts or
omissions occurring before the repeal or modification. |
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