Bylaws
of the Newark Community Cooperative, Inc.
ARTICLE I - ORGANIZATION
Section 1.1 Identity
Newark Community
Cooperative, Inc., is a not-for-profit, non- stock corporation 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 objectives 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 Bylaws. No single individual may own more
than one membership
Section 2.3 Member in Good Standing
A member or membership in good
standing has 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.
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
Memberships may be resigned at any
time by submission of 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 Pricing Policy
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 Dues
The application for membership 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.
ARTICLE IV - DISTRIBUTION OF SURPLUS
Section 4.1 Return to Members
Section 4.2 Dissolution
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.
ARTICLE V MEETINGS OF MEMBERS
Section 5.1 Rules of the
Meetings
All meetings of
the Board of Stewards 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).
Section 5.2 Annual General
Membership Meeting
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 ten (10) days but no more
than sixty (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 thirty-five (35) members in
good standing, the Secretary of the Board of Stewards shall call a General
Membership Meeting.
Section 5.3 Register of the
Membership
The Board 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.
Section 5.4 Quorum of
the Membership
A quorum shall
consist of five (5) percent of the membership or thirty-five (35) members
whichever is less, present in person at the meeting. All members in good standing, present or in person by proxy,
shall have voting rights.
Section 5.5 Eligibility to Vote
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.
Proxy voting shall
be permitted in accordance with Delaware law. The proxy shall be certified and
held by the Secretary or designee in a sealed envelope on a form provided for that purpose to include a specific
ballot(s) for a specific General Membership Meeting only.
Section 5.7 Jointly Held
Memberships
Where memberships
are held jointly, the holders shall vote as one member.
Section 5.8 Election
and Removal of a Steward
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 5.9 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 fifty thousand dollars ($50,000.00), or in the purchase of real
estate.
ARTICLE VI - BOARD OF STEWARDS
Section 6.1 Number, Election and Qualifications
A.
The Board of Stewards
shall consist of a minimum of five (5), up to a maximum of nine (9), 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.
B.
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.
C. No more than one person from any given membership may be
elected.
D. All Officers and Stewards of the Cooperative shall be members
of the Cooperative in good standing.
E. 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 Board 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 Nominations
Intention of running for election to the Board of Stewards shall be made in writing on the form provided for that purpose and filed with the Board Secretary by the candidate at least twenty (20) 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 qualifications for the Board of Stewards of no more than one page. The Secretary shall notify the members of all nominations fifteen (15) days prior to the next possible properly noticed voting meeting by posting the names of the candidates and the statements submitted concerning their qualifications at the regular places of business of the Cooperative. Nominations may be made from the floor.
Section 6.3 Vacancies
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 or by proxy at this meeting. A replacement Steward is
elected to the remainder of the vacating Steward's term.
Section 6.4 Powers of the Board of Stewards
A. The Board of Stewards shall govern the business and affairs
of this Cooperative and shall exercise all of the powers of this Cooperative,
except those powers that are conferred
upon or reserved to the members, and shall adopt such policies, rules, and
regulations and shall take such actions as it may be deemed advisable provided
that the Board of Stewards does not act in a manner inconsisent with Delaware
law, the Articles of Incorporation, these Bylaws or the Policies of the
Cooperative.
B. The
Board of Stewards shall have the power to employ, define duties, fix
compensation and dismiss a General Manager with cause and within the Policies
of the Cooperative. The Board of
Stewards may also authorize the employment of other agents or counsel as needed
from time to time. The General Manager
shall have the responsibility for the overall operation of the business of the
Cooperative under the Board of Stewards in accordance with these Bylaws and Policies
of the Cooperative.
C. 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 vote on the issue.
Section 6.5 Resignation and
Removal
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 Meeting 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.
The Cooperative shall indemnify
and reimburse each present and future Steward and Officer for any claim or
liability (including expenses and attorney fees, judgments, fines, and amounts
paid in settlements, actually and reasonably incurred in connection therewith)
to which such person may become subject by reason of being a Steward or by
reason of his or her acts or omissions as a Steward. Such indemnification shall
be made only if determined by the Board of Stewards that the Steward acted in
good faith in the reasonable belief that his or her action was in the best
interest of the Cooperative. The foregoing shall not be exclusive of any rights
to which Stewards may be lawfully entitled.
ARTICLE VII - MEETINGS OF THE BOARD OF STEWARDS
Section 7.1 Rules of the Meetings
All meetings of
the Board of Stewards 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 7.2 Regular Meetings
The Board of
Stewards shall meet at least monthly. Scheduled open meetings of the Board of
Stewards shall be known as Store Meetings. Quorum for conducting Board of
Stewards’ business shall be five (5) members.
All formal meetings of the Board of Stewards shall be open to the
general membership.
Section 7.3 Executive Sessions
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 General Manager, for legal
counsel or for the purposes of personnel interviews and other personnel
activities in accordance with these Bylaws and the Policies of the Cooperative.
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 on any individual personnel issue. Any
decision made in an executive session shall be reflected in the minutes of the
next formal meeting.
Section 7.4 Emergency Meetings
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, twenty-four (24) hour
notice shall be given to members of the Board of Stewards prior to the meeting.
Section 7.5 Special Board
Meetings
A Special Board of Stewards meeting shall be held whenever
called by the President or by the majority of the Board of Stewards, with
a minimun notice of forty-eight (48) hours.
Only the business specified in the written notice shall be transacted at
a Special Meeting. Each call for a Special
Meeting shall be in writing, shall be signed by the Steward or Stewards calling
the meeting, shall be addressed and delivered to the Secretary, and shall state
the topic, time and place of such meeting.
ARTICLE VIII - OFFICERS AND COMMITTEES OF THE BOARD OF
STEWARDS
Section 8.1 Election of Officers
The Board of
Stewards shall meet at the next scheduled Store Meeting after each Annual
General Membership meeting for the purpose of electing Officers. The Board of
Stewards shall elect from their number a President and Vice President and shall
also elect a Secretary and Treasurer, who need not be members of the Board of
Stewards, but shall be members in good standing. Staff members who are elected
to the Board of Stewards shall be ineligible to hold Office. Officer terms are
one year in length or until successors are elected.
Section 8.2 General Duties of Officers
A. Officers shall attend all meetings of the
Board of Stewards and all Meetings of the Membership and shall perform such other duties and have such other powers as the
Board of Stewards may from time to time prescribe.
B.
Outgoing Officers shall return all property of their office to the Board of Stewards
to be transferred to incoming Officers and shall be removed as Signatories from
all accounts of the Cooperative.
Section 8.3 President
The President
shall preside over all Meetings of the Members and Meetings of the Board of
Stewards and shall see that all Orders and Resolutions of these meetings are
carried into effect. The President, or designee, shall be the official representative
of the Cooperative to outside Associations or Organizations of which the Cooperative
is a member.
Section 8.4 Vice President
The Vice President
shall act in the absence of the President and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President.
Section 8. 5 Secretary
The Board
Secretary shall keep a complete record of all Meetings of the Members and
Meetings of the Board of Stewards and record all
proceedings of the meetings in a book kept for that purpose. The Secretary
shall sign papers pertaining to the cooperative as authorized or directed by
the Board of Stewards. The Secretary
shall serve all notices required by Delaware law, these Bylaws and the Policies
of the Cooperative.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 8.6 Treasurer
The Treasurer,
acting as an agent of the Board of Stewards, shall ensure the proper keeping of
the Cooperative's funds; the full and accurate accounts of receipts and
disbursements in books belonging to the Cooperative; and 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 8.7 Committees
The Board of Stewards shall designate such standing committees as deemed necessary; all appointments of committee personnel are subject to confirmation by the Board of Stewards.
ARTICLE IX - FISCAL CONTROL
Section 9.1 Fiscal Year
The fiscal year
shall end on June 30 or on such other date as shall be fixed by resolution of
the Board of Stewards.
The books and
records of the Cooperative shall be kept by such persons as the Board of
Stewards shall designate. Any member may inspect the books
for a purpose related to the member’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 9.3 Annual Report
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 9.4 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 member of the Board of Steward’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 member of the Board of Steward’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 9.5 Depositories
Section 9.6 Contractual Authority
All promissory notes, bonds,
mortgages, leases, and contracts designated by the Board of Stewards, together
with other papers designated by the Board of Stewards, shall be executed by the
President, Treasurer and General Manager, attested and sealed by the Secretary,
pursuant to appropriate resolution by the Board of Stewards.
Section 9.7 Audit/Annual Review
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 9.8 Inventory
The staff or
designee shall take and supervise the taking of a merchandise inventory at
least once every twelve (12) months.
Section 9.9 Conflict of Interest
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. 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 Bylaw Amendments
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 Board 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.
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