The By-Laws Committee meets on the last Monday of the month at 5PM in the Meadow or the second floor office conference room. Members are welcome to come and join or observe! The next meeting is Monday Nov. 26th at 5PM.
The By-Laws still have some work ahead including creating Section titles, indemnification etc. We have several segments ready for Board approval which will then be presented here on the By-Law blog for member review. Hopefully, enough progress can be made to have the entire document revised in time for a spring GMM.
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Bylaws of the Newark Community Cooperative,
Inc.
As revised October 2012
draft
draft
Section 1.1 Identity
Newark Community
Cooperative, Inc., is a not-for-profit organization incorporated under the laws
of the State of Delaware, with its principal office in the City of Newark,
County of New Castle, State of Delaware. Its registered office in the State of
Delaware is located at Suite 105, 280 East Main Street in the City of Newark,
County of New Castle. The Cooperative shall be its own registered agent at said
address. The Cooperative may also have offices at such other places both within
and without the State of Delaware as the Board of Stewards may from time to
time determine or the business of the Cooperative may require.
The objects of the
Cooperative are to be a social service organization; to set up and operate
facilities for the benefit of consumer members; to provide goods and services
whose production and distribution are based on sound ecological and cooperative
principals; to associate with other cooperative societies for mutual and
cooperative development; to advance the cooperative movement; and to service
members within the scope of the Articles of Incorporation and to the fullest
extent permitted by statute.
The Cooperative shall
be operated in accordance with the principles of open membership and democratic
control.
Section 1.4 Education
The Board of Stewards shall
see that a program of education, public relations, organization, and promotion
is carried on continuously by the Cooperative, and shall make available funds
for this purpose.
ARTICLE
II – REQUIREMENTS OF MEMBERSHIP
Section 2.1 Eligibility
Any
person who believes in the principles of International Consumers Cooperatives
and whose activities are not contrary thereto may become a member.
Section 2.2 Application and
Limitation on Membership
Application
for membership shall be made in writing on a form provided for that purpose.
The person who signed the membership application shall be the owner of the
membership. Every new member shall be provided with a copy of the By-Laws. No
single individual may own more than one membership
Section 2.3 Member in Good Standing
A
member or membership in good standing has a paid-in-full their membership fee
or is current in their equity share payment and has no outstanding debt to the
Cooperative.
Section 2.4 Rights and
Responsibilities of Membership
A.
Each membership in good standing is entitled to one vote for any item brought
before the General Membership.
B. Transfer of Memberships - Upon surrender to the Cooperative or the transfer agent of the Cooperative, a membership accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Cooperative to issue a new membership to the person entitled thereto, cancel the old membership and record the transaction upon its books.
C. It is the member’s responsibility to provide the Cooperative a current name and mailing address.
D. All members in good standing shall be eligible for all benefits established by the Board of Stewards.
E. The Cooperative shall have the option, upon notice to a member’s last known address, to apply any and all subscription payments or other sums due to the member toward unpaid service charges or other debts owed by the member to the Cooperative.
B. Transfer of Memberships - Upon surrender to the Cooperative or the transfer agent of the Cooperative, a membership accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Cooperative to issue a new membership to the person entitled thereto, cancel the old membership and record the transaction upon its books.
C. It is the member’s responsibility to provide the Cooperative a current name and mailing address.
D. All members in good standing shall be eligible for all benefits established by the Board of Stewards.
E. The Cooperative shall have the option, upon notice to a member’s last known address, to apply any and all subscription payments or other sums due to the member toward unpaid service charges or other debts owed by the member to the Cooperative.
Section 2.5 Death of Members
For a
period of six (6) months after notice of the death of an owner of a membership,
the Cooperative shall, upon written request, purchase at subscription price or
book value, whichever is less, the membership of the deceased member of the
Cooperative.
Section 2.6 Inactive Memberships
When the
whereabouts of a member has been unknown for a period of two (2) years, upon
notice to a member’s last known address, that membership will be considered
inactive and removed from mailing lists including those for the purpose of
General or Special Membership Meeting notifications.
Section 2.7 Expulsion of Members
Any member
found to be engaged in “activity contrary to or endangers the effective
operation of the Cooperative” may be expelled by a two thirds (2/3) vote of the
Board of Stewards after receiving written notice and after reasonable
opportunity for a hearing. Upon expulsion, a member’s shares shall be
repurchased by the Cooperative at the subscription price or book value,
whichever is less. An expelled member shall have the right to appeal to the
next membership meeting at which they shall be given an opportunity to be heard
in their own defense, whether in person or by counsel.
Section 2.8 Voluntary Resignation
Members
may resign at any time by submitting a written and signed resignation. Refund
of the subscribed amount will be made at book value or par, whichever is less,
within six (6) months. Upon cancellation due to resignation, all debts owed the
Cooperative, as of the date of resignation, will be deducted from the refund.
Section 2.9 Societies, Organizations
And Businesses
Any
society, organization or business not in opposition to the purposes of this
Cooperative may, as established by the Board of Stewards, be granted special
terms of membership.
Section 2.10
The pricing policy of
the Cooperative shall be set by the Board of Stewards. Pricing differentials
for working members, non-working members, and non-members may be based upon a
discount, a rebate, or a surcharge.
ARTICLE
III - CAPITAL CONTRIBUTIONS
Section 3.1
The application shall be accompanied by a
first payment of at least $10.00 toward the physical plant fund. The balance of
the physical plant fund shall be payable at the rate of $10.00 during each
succeeding calendar quarter after acceptance into membership, until $50.00 has
been paid into the physical plant fund. After a member has paid $50.00 into the
physical plant fund, the member shall invest an additional $50.00 in membership
subscription. The subscription fund payments shall be payable at a rate of
$10.00 each succeeding calendar quarter after the schedule of physical plant
fund payments has been met.
The first $10.00 will be due within the
current quarter; the remaining $40.00 shall be payable at a rate of $10.00 each
succeeding calendar quarter. This physical plant fund is to be used for the
procurement and improvement of the Co-op's physical facilities, and associated
expenses. The general operating account may borrow up to a total of $20,000.00
(twenty thousand dollars) from the physical plant fund during periods of
financial difficulty. The general operating account must repay, without
interest, all money borrowed from the physical plant fund immediately following
a period of financial difficulty, according to a schedule agreed upon with the
treasurer. The Board of Stewards shall certify by written resolution, by
unanimous consent if possible or simple majority vote, the beginning and end of
a "period of financial difficulty", and its reason(s) for declaring
such status. The Board of Stewards must approve all expenditures of physical
plant fund monies and all transfers of physical plant fund assets.
As of 01 May 1985
shares paid into the physical plant fund shall not be refunded to departing or
terminated memberships. Also, as of 01 May 1985, the Treasurer, or such other
persons that keep the Co-op's books and accounts, shall not include physical
plant fund monies (payments and interest), nor the value of equity or assets
purchased with physical plant fund monies, in the computation of the refund
value of subscription shares.
ARTICLE
IV - DISTRIBUTION OF SURPLUS
Section 4.1
Any surplus from
operations shall be returned to the members of the Cooperative through dividends,
higher discounts, or lower markups in the future, or reinvestment in the
business, after a reserve of three (3) months' operating expenses has been
established.
ARTICLE
V MEETINGS OF MEMBERS
Section 5.1
The Annual General
Membership Meeting shall be held in October or November. Notice stating the
time, place, and principal items of business of such meetings shall be made
available to the membership at least sixty (10) days but no more than
ninety (60) days prior to the date of such meeting. Other General Membership Meetings
may be called by the Board of Stewards. Upon written request of five (5)
percent of the membership or 35 members in good standing, the Secretary of the
Cooperative shall call a General Membership Meeting.
All meetings of the membership shall be conducted in accordance with the laws of the State of Delaware. The meetings shall be conducted in accordance to Robert's Rules of Order (Revised), except that a meeting may be run by consensus and facilitated with a timed agenda if the Board of Stewards so decides at the prior Store Meeting.
All meetings of the membership shall be conducted in accordance with the laws of the State of Delaware. The meetings shall be conducted in accordance to Robert's Rules of Order (Revised), except that a meeting may be run by consensus and facilitated with a timed agenda if the Board of Stewards so decides at the prior Store Meeting.
Section 5.2
A quorum shall consist
of five (5) percent of the memberships or thirty-five (35) memberships
whichever is less. All members in good standing shall have voting rights.
Section 5.3
A membership shall be
entitled to vote when the membership has paid at least one $10.00 payment
toward their entire membership subscription. No member shall be entitled to
vote or to hold office in the Cooperative who is in arrears on subscription or
physical plant fund payments. Each membership shall be entitled to only one
vote.
Section 5.4
Proxy voting shall not
be permitted.
Section 5.5
Where memberships are
held jointly, the holders shall vote as one member.
Section 5.6
Members shall have the
right to select the Board of Stewards as set forth below. Members shall have
the right to remove any member of the Board of Stewards at a General Membership
Meeting called with proper notice.
Section 5.7 Expenditure Authority
The membership shall
have the power to review actions of the Board of Stewards, and shall have the
final authority as to individual capital expenditures by the Cooperative in
excess of twenty five thousand dollars ($26,000.00), or in the purchase of real
estate.
Section 5.8
No more than one person
from any given membership may be elected.
ARTICLE
VI - BOARD OF STEWARDS
Section 6.1
The Board of Stewards
shall consist of a minimum of four, up to a maximum of nine, members. Members
of the Cooperative shall be elected to the Board of Stewards at the Annual
General Membership Meeting for a term of three (3) years to take office at the
first Store Meeting following that Annual General Membership Meeting. The Board
of Stewards will comprise the voting members who have administrative powers for
the Cooperative. Except, that staff members who are members of the of Stewards, shall not vote on specific
pay, promotions, grievances, evaluations, disciplines, and dismissals of
themselves or their co-workers; however, this does not preclude their voting on
personnel policies such as pay scales, hiring, formal grievances, discipline,
dismissal and policies regarding benefits.
Section 6.2
All officers and
stewards of the Cooperative shall be members of the Cooperative in good
standing.
Section 6.3
The full nine (9)
member Board of Stewards' terms shall be staggered such that at every Annual
General Membership Meeting, three (3) Stewards shall be elected for three (3)
year terms. All elections of members of the Board of Stewards shall be by
secret written ballot. The nominees for election as steward receiving the
highest number of votes shall be elected.
Section 6.4
Mid-term vacancies on
the Board of Stewards shall be filled by majority votes of the Board of
Stewards as a temporary expedient only when necessary to ensure the quorum
needed to conduct business. Notice of a vacancy on the Board of Stewards shall
be posted in the store by the Secretary within two working days of receiving
confirmation of the resignation or occurrence of the vacancy. Such notice shall
also be prominently displayed in the monthly newsletter, or in a special flier
available at the registers. The membership shall elect its choice of a
replacement Steward at the first General Membership Meeting scheduled to be
held at least thirty (30) days, but not more than forty-five (45) days, after
the posting of the vacancy. If no such General Membership Meeting is scheduled,
the membership shall elect its choice of a replacement Steward at the first
Store Meeting occurring thirty (30) or more days after the posting of the
vacancy. All members in good standing may vote in person at this meeting.
A replacement Steward
is elected to the remainder of the vacating Steward's term.
ARTICLE
VII - MEETINGS OF THE BOARD OF STEWARDS
Section 7.1
The Board of Stewards
shall meet at least monthly. Scheduled open meetings of the Board of Stewards
shall be known as Store Meetings. A majority of the Stewards shall constitute a
quorum.
Section 7.2
The administration of
the Cooperative shall be vested in the Board of Stewards. The Board of Stewards
shall have power:
To purchase or
otherwise acquire property, rights, or privileges for the Cooperative, which
the Cooperative has the power to take at such price and on such terms as the
Board of Stewards may deem proper, subject to the limitation of Article V,
Section 7;
To pay for such
property, rights, or privileges in whole or in part with money or notes of the
Cooperative;
To appoint agents,
clerks, assistants, and employees, and to dismiss them in accordance with the
Personnel Policy;
To fix their duties,
salaries, and fees, and to change them from time to time, and to require
security as the Board of Stewards may deem proper in accordance with the
Personnel Policy;
To confer on any
officer of the Cooperative the power of selecting, discharging, or suspending
such employees, and of determining the principles for selection of such
employees in accordance with the Personnel Policy;
To determine by whom
and in what manner the Cooperative's bills, notes, receipts, endorsements,
checks, releases, contacts or other documents shall be signed, except as
otherwise provided by these ByLaws:
To delegate any of its
powers to any committee, officer, agent, or employee, and to grant the power to
delegate.
The Board of Stewards
shall have the power to decide whether or not the Cooperative will support
boycotts of products it normally sells, provided that the subject is discussed
at a previous Store Meeting and that balanced information is posted in the
store and the vote announced at least twenty (20) days before the Store Meeting
at which the vote is taken. All members in good standing who attend the Store Meeting
at which the vote is taken shall be entitled to votes on the issue.
Section 7.3
A Steward may be
removed for cause by a majority vote of those present at any meeting of the
membership, provided the Steward has been given at least twenty (20) days'
written notice stating the specific charges and has had an opportunity to
answer such charges at the General Membership or Store Meeting at which the
vote is taken. Voluntary resignation from office shall take effect on receipt
of notice by the Secretary. Absence without leave from three (3) successive
regular Store Meetings is presumed to be a voluntary resignation.
Section 7.4
Intention of running
for election to the Board of Stewards shall be filed with the Secretary of the
Cooperative by the candidate or a nomination may be made of a person to run for
the Board of Stewards by a member, with the permission of the candidate, and
filed with the Secretary at least (20) twenty days prior to a General
Membership Meeting or the appropriate store meeting if a Board of Stewards
vacancy is being filled. The statement of intention to run or nomination filed
with the Secretary shall be accompanied by a written statement of no more than
one page that outlines the person's qualifications for the Board of Stewards.
The Secretary shall notify the members of all nominations fifteen (15) days
prior to a General Membership Meeting or Store Meeting by posting the names of
the nominees and the statements submitted concerning their qualifications at
the regular places of business of the Cooperative. Nominations may be made from
the floor of the General Membership or Store Meeting by two members or five (5)
percent of the membership present at the meeting, whichever is greater.
Section 7.5
All formal meetings of
the Board of Stewards shall be open to the general membership. The Board of
Stewards may meet to conduct private executive sessions for the purposes of
acting in an emergency such as the absence of the Manager(s) or for the
purposes of personnel interviews and other personnel activities as specified in
the personnel policy. A quorum of an executive session shall be a majority of
those members allowed to vote at that executive session, Elected staff members
of the Board of Stewards shall not participate in the voting if it is a
personnel problem that involves them personally or is considered a conflict of
interest by the majority of the Board of Stewards, When the Board of Stewards
is required to review a specific individual staff member's personnel request or
complaint, then the Staff shall not attend that executive session unless
invited. Any decision made in an executive session shall be reflected in the
minutes of the next formal meeting.
Section 7.6
For emergency issues
that come up between regularly scheduled Board of Stewards meetings, the Board
of Stewards may conduct business as needed and vote on issues via phone or
email provided that an attempt shall be made to contact every member of the
Board of Stewards. A quorum of members of the Board of Stewards shall be
reached for explanation and discussion. Of those reached, the vote shall be
unanimous and the information shall be reflected in the minutes of the next
regularly scheduled Board of Stewards meeting. When possible 24-hour notice
shall be given to members of the Board of Stewards prior to the meeting.
ARTICLE
VIII - OFFICERS AND COMMITTEES OF THE BOARD OF STEWARDS
Section 8.1
As soon as possible
after the annual election, the Board of Stewards may meet and elect from their
number a President and Vice President; it shall also elect a Secretary and a
Treasurer, who need not be members of the Board of Stewards. Staff members who
are members of the Board of Stewards are not eligible for the offices of
President, Vice President, Treasurer or Secretary. The officers shall hold
office for one year or until successors are elected and qualified. The Board of
Stewards shall designate such standing committees as it deems necessary; all
appointments of committee personnel are subject to confirmation by the Board of
Stewards.
Section 8.2
The President shall be
the chief executive officer of the Cooperative; shall preside at all meetings
of the membership and of the Board of Stewards; and shall see that all orders
and resolutions of the Board of Stewards are carried into effect.
Section 8.3
The Vice President
shall act in the absence of the President, or in the event of the President's
inability or refusal to act as determined by two-thirds (2/3) of the Board of
Stewards, and when so acting shall have all the powers of and be subject to all
the restrictions upon the President. The Vice President shall perform such
other duties and have such other powers as the Board of Stewards may from time
to time prescribe.
Section 8.4
The Secretary shall
attend all meetings of the Board of Stewards and all meetings of the membership
and record all proceedings of the meetings in a book kept for that purpose. The
Secretary shall give, or cause to be given, notice of all meetings of the
membership and of the Board of Stewards. The Secretary shall have custody of
the corporate seal and shall have the authority to affix the same to any
instrument requiring it and to attest to the signature of the President. The
Secretary shall be the keeper of these Bylaws, and shall have custody of the
master copy; shall, whenever these Bylaws are amended, promptly update the
master and provide the staff with a clean copy for reproduction and distribution;
shall, upon request, provide any member with a single copy; shall maintain at
least one backup copy outside the Store, for safekeeping; and shall, when
leaving office, be personally responsible for passing the master copy to the
incoming Secretary.
Section 8.5
The Treasurer, acting
as an agent of the Board of Stewards, shall see to the proper keeping of the
Cooperative's funds and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Cooperative, and shall see that all
monies and other valuable effects be deposited in the name and to the credit of
the Cooperative in such depositories as may be designated by the Board of
Stewards.
Section 8.6 Register Of The Membership
The
Secretary or designee will make available the current register of the
membership and a complete list of the members entitled to vote at the meeting
at any General Membership Meeting arranged in alphabetical order, and showing
the address of each member or as requested by the board of stewards for the
purpose of notification to members. Such
lists shall be open to the examination of any member, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at
the place where the meeting is to be held, or at the regular office of the
Cooperative. The list shall also be produced and kept at the time and place of
the meeting during the whole time, and may be inspected by any member who is
present.
ARTICLE
IX - FISCAL CONTROL
Section 9.1
The fiscal year shall
end on June 30, or on such other date as shall be fixed by resolution of the
Board of Stewards.
Section 9.2.A Books And Records
The books and records
of the Cooperative shall be kept by such persons as the Board of Stewards shall
designate. Any
member, who is a shareholder, may inspect the books for a purpose related to
the shareholder’s interest as an owner of the Cooperative during normal
business hours after providing the Board Secretary and Co-op Bookkeeper at
least ten (10) days written notice. Such inspection shall consist of the Profit
and Loss Statement and Balance Sheet. A more detailed or more specific request
must be submitted in writing to the Board Secretary and may need more time to
prepare. Funds of the Cooperative shall be received
and handled only by such persons as the Board of Stewards designates and shall
be deposited in such place or places as the Board of Stewards designates. The
funds, books and records of the Cooperative shall be kept according to
generally accepted accounting principles.
Section 9.2.B
An annual report of
the Cooperative's operations shall be mandatory at the Annual General
Membership Meeting. The annual report shall contain a statement of assets and
liabilities, a statement of income and expenses, detailed reports of the
physical plant fund, membership rolls and payments, and such other statements
as the Board of Stewards shall require. These reports should be handed out or
posted so they can be seen and read during the meeting. The Treasurer or such
other person or persons designated by the Board of Stewards, shall coordinate
and give the financial report. The latest financial report prepared by a
Certified Public Accountant shall also be available at the meeting and at the
principal office for inspection.
Section 9.3 Signatories
All
checks or other payments by the corporation shall be signed by such officer or
officers or such person or persons as the Board of Stewards may from time to
time designate.
Restricted Accounts – President, Treasurer, and General Manager
Operational Accounts – Treasurer, General Manager, Asst. Manager and two other staff members as designated by the General Manager.
When a Board member’s term of office has ended or a General Manager or other Manager has resigned or is terminated, their signatory right is automatically null and void.
Restricted Accounts – President, Treasurer, and General Manager
Operational Accounts – Treasurer, General Manager, Asst. Manager and two other staff members as designated by the General Manager.
When a Board member’s term of office has ended or a General Manager or other Manager has resigned or is terminated, their signatory right is automatically null and void.
Section 9.4 Contractual Authority
All
promissory notes, bonds, mortgages, leases, and contracts designated by the
Board together with other papers designated by the Board, shall be executed by
the President, Treasurer and General Manager, attested and sealed by the
Secretary, pursuant to appropriate resolution by the Board.
Section 9.5
The Board of Stewards
shall contract with a Certified Public Accountant to review the books of the
Cooperative on an annual basis and to perform other services as needed.
Section 9.6
The staff shall take
and supervise the taking of a merchandise inventory at least once every twelve
(12) months.
Section 9.7
No steward shall
participate to a material degree in the profits of any contract made with the
Cooperative, or compete in business with the Cooperative to a material degree
except with the detailed written approval of a majority of the Board of
Stewards.
Section 9.8
At no time shall there
be more than three (3) elected staff persons on the Board of Stewards. Managers
who report directly to the Board of Stewards shall not be permitted to serve on
the Board of Stewards.
ARTICLE
X - AMENDMENT
Section 10.1
These Bylaws may be
amended by a two-thirds (2/3) vote of the members present or voting at any
General Membership Meeting of the Cooperative, provided a copy of the proposed
changes has been posted at the main office and filed with the secretary at
least twenty (20) days prior to such meeting. Any amendment proposed in the
above manner may be amended on the floor of the meeting.
Section 11.1
In the event of
dissolution of the Cooperative, any surplus over and above the Cooperative's
debts and expenses, paid-in subscription value of the membership's certificates,
and physical plant payments, all without interest or dividends thereon, shall
be distributed equally among those who are shareholders at the time of
dissolution.
