Bylaws
ARTICLE I
ORGANIZATION
Section 1.1 Name. The name of the organization is Good Foods Co-op (referred to in these bylaws as "the Co-op.")
Section 1.2 Purposes. As more fully stated in its Articles of Incorporation, the purpose of the Co-op is to operate a retail food store on a cooperative and nonprofit basis. Further purposes of the Co-op are to educate owners and the community in cooperative principles, nutrition and food sources and distribution, and to affiliate and cooperate with other consumer cooperatives.
Section 1.3 Nondiscrimination. The Co-op shall not discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, political affiliation, disability or other arbitrary basis.
Section 1.4 Principal office. The initial place where the business of the Co-op shall be located shall be 455-D Southland Drive in the City of Lexington, Kentucky.
ARTICLE II
OWNERSHIP
Section 2.1 Admission. Common stock ownership in the Co-op shall be voluntary and open to any individual whose purpose in seeking ownership is to use its services and is willing to accept the responsibilities of ownership. Applicants will be admitted to ownership upon submitting required information and purchasing or subscribing to purchase one or more common shares at a price that is in accordance with the current level of investment as determined by the Board of Directors. In case of doubtful eligibility, ownership shall be subject to approval by the Board. A person so holding, or having subscribed for, one or more common shares is referred to in these bylaws as an "owner."
Section 2.2 Rights. The ultimate control of the Co-op shall be vested in the owners. Each owner shall be entitled to make purchases from the Co-op on terms generally available to owners and to receive a copy of these bylaws. Each owner who has attained the age of eighteen shall be entitled to participate in the governance of the Co-op as set forth in these bylaws. Owners may also contribute labor or services and thereby be entitled to receive discounts as determined by the Board.
Section 2.3 Responsibilities. Each owner shall keep current in payment of the share purchase requirement described in Section 2.1 above and shall notify the Co-op of any change to his or her name or address. An owner who becomes delinquent in meeting his or her share purchase obligation to an extent determined by the Board, or who fails to patronize the Co-op for a period of time determined by the Board, shall be placed in inactive status. His or her participation rights shall then be suspended. An owner in inactive status may attain good standing only by resuming payments in accordance with the terms of his/her payment plan, or in the case of an owner whose share is fully paid up, upon resumption of patronage. References herein to the rights and entitlements of owners shall be understood to refer only to owners in good standing.
Section 2.4 Access to information. Owners shall be provided reasonably adequate and timely information as to the organizational and financial affairs of the Co-op. Owners shall be provided access to the books and records of the Co-op at all reasonable times and for any proper purpose.
Section 2.5 Settlement of disputes. In any dispute between the Co-op and any of its owners or former owners which cannot be resolved through informal negotiation, it shall be the policy of the Co-op to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.
Section 2.6 Nontransferability. Ownership rights and interests may not be transferred. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee.
Section 2.7 Termination. Ownership may be terminated voluntarily by an owner at any time upon notice to the Co-op. Ownership may be terminated involuntarily only for cause by the Board after the owner is provided fair notice of the charges and an opportunity to respond in person or in writing. Upon termination of ownership, all rights and interests in the Co-op shall cease except for rights to redemption of capital pursuant to Sections 8.4 and 9.4 of these bylaws.
ARTICLE III
MEETINGS OF OWNERS
Section 3.1 Annual meeting. An annual meeting of owners shall be held at least once each year to review the operations of the Co-op, to elect directors and to conduct such other business as may properly come before the meeting. Section 3.2 Special meetings. Special meetings of owners may be called by the Board and shall be called by the Secretary as soon as practicable upon receipt of petitions signed by fifty owners or five percent of all owners, whichever is lesser, such petitions stating the business to be brought before the meeting. Any business conducted at a special meeting other than that specified in the notice of the meeting shall be of an advisory nature only.
Section 3.3 Time and place. The date, time and place of all meetings of owners shall be determined by the Board or, in the event that the Board fails to so act, by the Secretary. Meetings shall be held at a time and place convenient to owners.
Section 3.4 Notice. Written notice of the time, place and tentative agenda of any annual meeting of owners shall be posted in the Co-op's store and mailed to each owner not less than twenty days nor more than sixty days before the date of the meeting. Written notice of the time, place and agenda of any special meeting of owners shall be posted in the Co-op's store and mailed to each owner not less than ten days nor more than sixty days before the date of the meeting. Written notice by the Co-op to its owners, if in a comprehensible form, shall be effective when mailed, if mailed postpaid and correctly addressed to the owner's address shown in the Co-op's current record of owners.
Section 3.5 Quorum. Except as otherwise provided in Section 3.7, the presence in person at the opening of the meeting of fifty owners or five percent of all owners, whichever is lesser, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of owners.
Section 3.6 Decision making. Except as otherwise set forth in Section 3.7 of these bylaws, decisions at meetings of owners shall be by two-thirds majority vote of votes cast at the owners' meeting. Holders of
common shares shall be entitled to vote on the basis of one vote per owner.
Section 3.7 Balloting. The Board may authorize balloting by mail, in the Co-op’s store, or in person at a meeting with respect to election of directors, Nominating Committee members, and other selected issues. Ballots, together with a brief statement of the qualifications of each candidate for available director and Nominating Committee positions or the text or a full description of any other issue for decision, shall be included in the notice of the meeting to which they relate. Only official ballots approved by the Board for use at an owners’ meeting may be utilized for ballot voting. Quorum requirements shall be determined by adding together the number of owners attending at the meeting who have not voted by ballot and the number of validly executed ballots returned. When ballots are utilized, decision making shall be by two-thirds majority vote of votes cast in person or by ballot, except for the election of directors which shall be determined in accordance with Section 5.3 of these bylaws and the election of Nominating Committee members which shall be determined in accordance with Section 4.3 of these bylaws. The results of the balloting shall be reported to owners by mail and posted in the Co-op’s store.
Section 3.8 Issues submitted by owners. Notices of a meeting of owners shall include any proper issues submitted by petition of at least twenty owners. Petitions must be received at the Co-op not less than sixty-five days before the date of the meeting at which they are to be presented to a vote of owners.
Section 3.9 Alternates. The owners of the Co-op shall have the right to vote or otherwise participate in decision making at meetings of owners in person or by alternate. An owner may appoint an alternate to vote or otherwise act for him or her by signing a written alternate appointment form approved by the Secretary of the Co-op. An appointment of an alternate shall be revocable by the owner, but revocation shall not be effective until the Secretary of the Co-op has received written notice thereof. A person may not act as an alternate for more than one owner at any meeting.
ARTICLE IV
NOMINATING COMMITTEE
Section 4.1 Powers and duties. The Nominating Committee shall be an owners’ committee, elected by and reporting directly to the owners. The powers and duties of the Nominating Committee shall be to recruit candidates for the Board of Directors and the Nominating Committee, nominate the most qualified candidates while striving for a contested election, and oversee the elections process in accordance with Section 3.7 of these Bylaws. The Nominating Committee shall ensure that the nomination and election processes are carried out in a fair and timely manner and shall work year-round, beginning recruitment soon after a Board election. The Nominating Committee shall be assured a budget, approved by the Board, sufficient to carry out its duties.
Section 4.2 Numbers and qualifications. The Nominating Committee shall consist of three owners elected by the ownership who do not have any overriding conflict of interest with the Co-op. The elected committee members may appoint additional owners as needed to aid in the nominations process. No individual may serve on both the Board and the Nominating Committee at the same time.
Section 4.3 Nominations, elections, and terms. Candidates may be nominated by the Nominating Committee or by petitions signed by 5% of the ownership or 100 owners, whichever is more. Petitions must be submitted to the Nominating Committee at least sixty-five days before the date of the annual meeting. Nominating Committee members shall be elected by owners at the annual meeting by plurality of votes cast. Periodically, as may be necessary, Nominating Committee members shall be elected for one or two-year terms in order to assure that no more than two terms expire in each year. Candidates receiving the highest number of votes shall be given the longest available terms. At other times Nominating Committee members shall be elected for two-year terms. Nominating Committee members shall hold office until their successors are elected or until their offices are terminated sooner in accordance with these bylaws. If a Nominating Committee member decides to run for the Board, that member shall withdraw from the Nominating Committee before submitting a statement of candidacy.
Section 4.4 Standards of conduct. Nominating Committee members shall be responsible at all times for discharging their duties in good faith, in a manner they reasonably believe to be in the best interests of the Co-op, and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
Section 4.5 Relationship with the Board. The Nominating Committee shall carry out its duties as described in these bylaws independent of the Board, however, the Nominating Committee shall periodically communicate its status to the Board. The Board shall intervene only in the event that the Nominating Committee acts contrary to legality, safety, or these co-op bylaws. The Board shall inform the ownership in a timely manner of any such action.
Section 4.6 Termination. The term of office of a Nominating Committee member may be terminated prior to its expiration in any of the following ways: (i) voluntarily by a Nominating Committee member upon notice to the Co-op; (ii) automatically upon termination of ownership in the Co-op; and (iii) by action at a meeting of owners whenever the best interests of the Co-op would thereby be served.
Section 4.7 Vacancies. In the event that the Nominating Committee is unable to perform its duties due to the loss of Nominating Committee members, the Board shall appoint owner volunteers to the Nominating Committee. The Board shall inform the ownership in a timely manner of any such action.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Powers and duties. Except as to matters reserved to owners by law or by these bylaws, the business and affairs of the Co-op shall be directed and overseen by the Board of Directors (sometimes referred to in these bylaws as "the Board"). The powers and duties of the Board shall include, but not be limited to, overseeing the operations and finances of the Co-op and planning with respect to such functions, overseeing compliance with applicable laws and regulations, engaging one or more retail managers and monitoring and evaluating their performance, maintaining communications with owners and staff, maintaining good community relations, and assuring that the purposes of the Co-op are properly carried out.
Section 5.2 Number and qualifications. The Board shall consist of seven individuals unless a smaller number, not fewer than five, becomes necessary by reason of vacancies. All directors shall be owners and shall not have any overriding conflict of interest with the Co-op. Employees hired by, and directly accountable to, the Board shall not be eligible to serve as directors. No more than one other employee shall serve as a director at any time.
Section 5.3 Nominations, elections, and terms. Candidates may be nominated by the Nominating Committee or by petitions signed by 5% of the ownership or 100 owners, whichever is more. Petitions must be submitted to the Nominating Committee at least sixty-five days before the date of the annual meeting. Directors shall be elected by owners at the annual meeting by plurality of votes cast. Periodically, as may be necessary, directors shall be elected for specific one, two, or three year terms in order to assure that no more than three terms expire in each year. Candidates receiving the highest number of votes shall be given the longest available terms. At other times directors shall be elected for three-year terms. Directors shall hold office until their successors are elected or until their offices are terminated sooner in accordance with these bylaws.
Section 5.4 Standards of conduct. Directors shall be responsible at all times for discharging their duties in good faith, in a manner that they reasonably believe to be in the best interests of the Co-op and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
Section 5.5 Contracts for profit. During her or his term of office, a director shall not be a party to a contract for profit with the Co-op differing in any way from the business relations accorded each owner or upon terms differing from those generally current among owners.
Section 5.6 Conflicts of interest. Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board, and such interest shall be made a matter of record in the minutes of the meeting. Directors having such an interest may not participate in the decision of the matter nor in deliberations leading to such decision. A transaction in which a director has an interest shall be prohibited unless the transaction is fair to the Co-op and is approved by no less than a two-thirds majority of all disinterested directors.
Section 5.7 Indemnification. In order to attract and retain qualified people to serve as directors and officers, the Co-op shall, subject to the provisions of its Articles of Incorporation, indemnify its directors and officers to the fullest extent permitted under the Vermont Nonprofit Corporation Act. Indemnification payments shall be made only in such increments and at such times as will not jeopardize the ability of the Co-op to pay its other obligations as they become due. All such payments made shall be reported in writing to owners with or before the notice of the next meeting of owners.
Section 5.8 Committees. The Board may appoint special or standing committees to advise the Board or to exercise such authority as the Board shall designate. Such committees shall include at least one director.
Section 5.9 Termination. The term of office of a director may be terminated prior to its expiration in any of the following ways: (i) voluntarily by a director upon notice to the Co-op; (ii) automatically upon termination of ownership in the Co-op; (iii) by action at a meeting of owners whenever the best interests of the Co-op would thereby be served; and (iv) for cause by the Board after the director is provided fair notice of the charges and an opportunity to respond in person or in writing. A director who is absent from two consecutive Board meetings, unless excused by the Board for good cause, may be removed by the Board for cause.
Section 5.10 Vacancies. Any vacancy among directors occurring between annual meetings may be filled by the Board until the next annual meeting of owners. If there are fewer than five remaining directors, the remaining director or directors shall appoint a sufficient number of directors to bring the total to five, and shall call a special meeting of owners as soon as is reasonably possible to fill all such vacancies, including such vacancies filled by appointment of the Board.
Section 5.11 Compensation of Directors. The Board of Directors may from time to time fix the compensation of directors. However, unless otherwise approved by the Board of Directors, an employee of the Co-op who also serves as a director shall receive no additional compensation for serving in such capacity.
ARTICLE VI
MEETINGS OF THE BOARD
Section 6.1 Meetings. The Board of Directors may determine the times and places of its regular meetings. Special meetings may be called by the President and shall be called by the Secretary upon request of any three directors. Meetings of the Board shall be held no less frequently than six times in each year.
Section 6.2 Notice. Regular meetings shall require no notice other than the resolution of the Board, it being the responsibility of absent directors to inquire as to the time of further scheduled meetings. Special meetings of the Board of Directors shall be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice shall not be required to describe the purpose of the special meeting. Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. Written notice, if in a comprehensible form, shall be effective at the earliest of the following: when received; five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice shall be effective when communicated if communicated in a comprehensible manner. Notices of meetings of the Board shall also be posted in a timely manner and in a conspicuous place in the Co-op's store.
Section 6.3 Waiver of notice. Any notice of a meeting required under these bylaws may be waived in writing at any time before or after the meeting for which notice is required. The attendance of any person at a meeting shall constitute a waiver of notice of the meeting except where the person attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully convened.
Section 6.4 Quorum. The presence in person of a majority of directors who are not personally interested in the subject before the board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.
Section 6.5 Decision making. Decisions at meetings of the Board shall be made by consensus, attempting to reconcile differing points of view based upon the purposes and best interests of the Co-op. Any decision made by consensus shall be deemed to be inclusive of a vote in any required percentage. If, in the opinion of a two-thirds majority of directors present, diligent efforts have failed to produce a consensus and the issue requires immediate action, then such issue may be decided by a two-thirds majority vote of those present at a meeting.
Section 6.6 Telephone conferences. A meeting of the Board may be conducted by means of a telephone conference or other communications equipment whereby all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. Telephone conferences shall not be used for the purpose of excluding owners.
Section 6.7 Action without a meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting only if a written consent to the action is signed by all directors and filed with the minutes of meetings.
Section 6.8 Open meetings. Meetings of the Board and all committees shall be open to owners. Sessions of a meeting may be closed only as to personnel, legal, and real estate matters, and other issues of a particularly sensitive nature as determined by the Board at its sole discretion. Such closed session shall be for purposes of discussion only and no decisions shall be made in closed session. Owners may otherwise be excluded only for cause.
ARTICLE VII
OFFICERS
Section 7.1 Designation and qualifications. The principal officers of the Co-op shall consist of President, Vice President, Secretary, and Treasurer or Secretary-Treasurer. The Board may designate other officers or assistant officers. The President and Vice President shall be directors. Employees of the Co-op are not eligible for the offices of President, Vice President or Treasurer.
Section 7.2 Election, terms, and removal. Officers shall be elected by the Board at its first meeting following the annual meeting of owners. Officers shall serve for terms of one year or until election of their successors. Officers may be removed and replaced by the Board at any time whenever the best interests of the Co-op would thereby be served.
Section 7.3 Duties. In addition to signing or attesting to formal documents on behalf of the Co-op as authorized by the Board, officers shall have the following duties and such additional duties as are determined by the Board: (a) The President shall be responsible for assuring the orderly conduct of all meetings, coordinating the activities of the Board, and presenting an annual report to owners in accordance with section 9.3 of these bylaws; (b) The Vice President shall be responsible for performing the duties of the President in his or her absence or disability and, as requested, assisting other officers in the performance of their duties; (c) The Secretary shall be responsible for the recording and keeping of adequate minutes of all meetings of the Board and of owners, issuing notices required under these bylaws, and authenticating records of the Co-op; and (d) The Treasurer shall present financial reports on a periodic basis as determined by the Board.
Section 7.4 Compensation of Officers. The compensation of the officers of the Co-op may be fixed from time to time by the Board of Directors. However, unless otherwise approved by the Board of Directors, an employee of the Co-op who serves as an officer shall receive no additional compensation for serving in such capacity.
ARTICLE VIII
CAPITAL STOCK
Section 8.1 Issuance and terms. To evidence capital funds provided by owners, the Co-op shall issue its common stock. Common shares may be issued only to persons eligible for and admitted to ownership in the Co-op. Shares shall be entitled to no dividend or other monetary return on investment.
Section 8.2 Payment for shares. Shares shall be issued only upon full payment of their purchase or subscription price which shall not be less than the par value of the shares. Shares shall be subject to assessment for the reasonable capital needs of the Co-op, provided that the purchase price plus such assessments does not exceed the current level of investment required of new owners and provided that such assessment is approved at a meeting of owners. Failure to pay an assessment on the terms and conditions approved by the owners shall be grounds for placing such owner in inactive status as described in Section 2.3 of these bylaws.
Section 8.3 Certificates. Every holder of a fully paid share shall be entitled to receive a certificate evidencing such holding. All certificates shall be signed personally or by facsimile by the President and the Treasurer and shall be numbered and recorded in a stock register maintained by the Co-op. Each certificate shall contain a prominent notation that it is not transferable and that voting rights pertain only to ownership in the Co-op on the basis of one vote per owner. The Co-op may issue a replacement certificate for any certificate alleged to have been lost, stolen, or destroyed without requiring the giving of a bond or other security against related losses.
Section 8.4 Redemption. Upon request following termination of ownership, common shares shall be redeemed when replacement capital is provided by other new owners. Shares shall be redeemable at the lesser of their carrying value on the books of the Co-op or their net book value, less a reasonable processing fee, if any, as determined by the Board. Redemption proceeds shall be subject to offset by amounts due and payable to the Co-op by the owner. No redemption shall be made when such payment would impair the ability of the Co-op to meet its other obligations as they become due. Reapplications for ownership after full or partial redemption shall be subject to full repayment of redemption proceeds. The "carrying value" on the books of the Co-op for the common shares of each owner shall be equal to the original purchase price paid by the owner for the shares, plus additional assessments paid by the owner with respect to the shares, minus capital distributions paid to the owner with respect to the shares.
ARTICLE IX
PATRONAGE REBATES
Section 9.1 Distribution of net earnings. The realized net earnings of the Co-op, to the extent attributable to the patronage of owners, shall be received and held by the Co-op for and as the property of its owners, the basis of each owner's interest therein being as set forth in this article. Such net earnings shall be allocated and distributed among owners as patronage rebates in proportion to their patronage and in such a manner as to constitute patronage dividends within the meaning of federal income tax law. In determining and allocating such adjusted net earnings, the Co-op shall use a single allocation unit except to the extent that, subsequent to the adoption of these bylaws, it shall engage in any new and distinct line of business.
Section 9.2 Exceptions. Net earnings may be reduced by such reasonable reserves for necessary business purposes as is determined by the Board. Any allocations of such a nominal amount as not to justify the expenses of distribution may, as determined by the Board, be excluded from distribution provided that they are not then or later distributed to other owners. Owners shall retain the right to waive in whole or in part, by action at a meeting of owners, any patronage rebates to which they may be entitled.
Section 9.3 Consent of owners. By obtaining or retaining membership in the Co-op, each owner shall thereby consent to take into account, in the manner and to the extent required by Section 1385 of the Internal Revenue Code, the stated dollar amount of any qualified written notice of allocation in the taxable year in which such notice is received.
Section 9.4 Retentions. A portion of patronage rebates may be retained for the reasonable capital needs of the Co-op as determined by the Board. Such retentions shall be credited to revolving capital accounts in the names of recipient owners, shall accrue no monetary return on investment, and shall not be transferable. They may be redeemed when determined by the Board to be no longer needed for capital purposes. At that time they shall be redeemed in the order of the oldest outstanding amounts and on a pro rata basis among such amounts. Retentions may also be redeemed under compelling circumstances as determined by the Board. Retentions shall be subject at all times to being offset by amounts otherwise due and payable to the Co-op.
ARTICLE X
FISCAL MATTERS
Section 10.1 Fiscal year. The fiscal year of the Co-op shall coincide with the calendar year.
Section 10.2 Financial accountability. Financial statements of the Co-op for each fiscal year shall be audited or reviewed by an independent Certified Public Accountant selected by the Board. Such engagement may include a management review and report concerning financial management, including adherence to governing policies, adequacy of internal accounting controls, and such other matters as may be determined by the Board.
Section 10.3 Annual report. The Co-op shall prepare and submit at its annual meeting an annual report containing the name of the Co-op, its principal place of business, a general statement of its business operations during the fiscal year, the amount of capital stock paid in during the year, the number of owners at the end of the year, the total income and expenses of operations, and the amount of its assets and liabilities.
Section 10.4 Education. The Board shall ensure that programs of cooperative education and consumer information are carried on by the Co-op, and shall make adequate funds available for such programs.
Section 10.5 Insurance or Bonding. Any officer, employee or other agent of the Co-op who handles funds or securities shall be covered by adequate insurance or bonding in such amounts and on such terms as maybe determined by the Board. The costs of such insurance or bonds shall be paid by the Co-op.
ARTICLE XI
INTERPRETATION AND AMENDMENT OF BYLAWS
Section 11.1 Severability. In the event that any provision of these bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.
Section 11.2 Amendment. These bylaws may be amended or repealed only at a meeting of owners, provided that the proposed amendments are stated or fully described in the notice of the meeting at which the amendments are to be adopted.
APPENDIX:
EXPLANATION OF PATRONAGE REBATE CONSENT PROVISION
The Internal Revenue Code generally requires each person receiving a patronage rebate to include the amount of such distribution in his or her gross income in the taxable year in which it is received. Under by-law section 8.3, mere acceptance or retention of ownership in the Co-op constitutes consent to such inclusion in taxable income, including the portion of the patronage rebates that is retained by the Co-op for its capital needs.
The Co-op has been advised by legal counsel, however, that the general rule for inclusion in income of patronage rebates is subject to an exception that is applicable to consumer cooperatives. Under that exception, a patronage rebates is not required to be included in gross income if the owner's purchases from the Co-op related to "personal, living or family items." The patronage rebate would be taxable to a member only if his or her purchases related to the operation of a trade or business or other income-producing activities. In effect, the consent provision is of no significance to members of the Co-op, except as to organizational owners and except where the purchases of owners who are natural persons are for business or income-producing purposes.
Amended April 27, 2003
Amended April 25, 2004
Amended April 30, 2006
Amended April 27, 2008
Amended April 26, 2009