Renaissance Community Coop Bylaws (unapproved)

7/27/2019 Renaissance Community Coop Bylaws (unapproved)

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RENAISSANCECoop Committee

renaissancecoop.com ~ twitter.com/RenaissanceCoop ~ acebook.com/RenaissanceCommunityCoop

BYLAWS

For review and discussion prior to submission for members’ approval at the December 16, 2013, meeting of the

Renaissance Community Cooperative (RCC)



renaissancecoop.com ~ twitter.com/RenaissanceCoop ~ facebook.com/RenaissanceCommunityCooprenaissancecoop.com ~ twitter.com/RenaissanceCoop ~ acebook.com/RenaissanceCommunityCoop

What are bylaws for?

Te purpose o bylaws is to help a business, organization, or group o people govern themselves.In the case o a ood coop like ours, the bylaws speciy the relationship between the coop’smembers and its elected board o directors. Bylaws also speciy the kinds o responsibilities,rights, and authorities that members, directors, and ocers have. Tey also lay out basic votingand election rules. Tere are other things that bylaws do—these are just some o the mostimportant elements.

Bylaws are not intended to cover every aspect o how the coop will operate. Bylaws are hard tochange, so you want to put into bylaws only the basics o governance. Details about how the coopshould operate can be decided in various ways and then encoded in policies that can be reviewedand changed without having to call or a vote o the membership.

Where did these bylaws come from, anyway?

Attached is a copy o the Renaissance Community Cooperative (RCC) bylaws that will be voted

on at our December 16, 2013, community meeting. Tis document reects months o draing,reviewing, and redraing on the part o the RCC Steering Committee, working closely with theRCC’s attorney to make sure these bylaws are aligned with our mission and in accord with stateand ederal law.

Te Steering Committee began the process by looking at a template or ood coop bylawsprovided by Cooperative Development Services, as well as the bylaws o a couple o other coops.Te Steering Committee also consulted with the community about key ideas that pertain to thebylaws and other aspects o democratic governance. In particular, the committee was deeply inuenced by the input rom the June and July 2013 RCC community meetings, where peopleworked in small groups to grapple with these questions:

> How do we assure that this coop grocery store that we’re working to build meets the needso ALL the groups and sectors o the community?

> How can we oster authentic ways or everyone’s voices to be heard, or everyone to listento one another, and to create discussion between the coop and the community as well asdiscussion within the community?

> How will our community-owned grocery store be dierent rom: (a) a convenience storelike Kim’s, (b) a corporate chain store like Food Lion, and (c) a healthy ood store likeWhole Foods or Deep Roots?

> What are some o the resources, talents, and characteristics that we have within our

community that would help us successully develop a sustainable high-quality store? > What are three key things that would tell us that our store is being successul?

> Ownership carries with it rights and responsibilities. How would you describe theessential eatures o owning something?

> What are the requirements or becoming a member o our coop?

> What are the ongoing responsibilities o members o the coop?

> What are the rights o members o the coop?



renaissancecoop.com ~ twitter.com/RenaissanceCoop ~ facebook.com/RenaissanceCommunityCoop

BYLAWSRenaissance Community Cooperative, Inc.

Article I: Organization

1.1 Name. Te name o the organization shall be Renaissance Community Cooperative(henceorth “the Cooperative”).

1.2 Ownership and Purpose. Te Cooperative shall be owned by its members and shalloperate or the mutual beneft o its members.

Article II: Membership

2.1 Eligibility. Any person who is in accord with the purposes o the Cooperative and iswilling to accept the responsibilities o membership is eligible and may be admitted tomembership upon submitting an application and investing equity in an amount and on

such terms, including installment payments, as determined by the Board o Directors(henceorth “the Board”).

2.2 Admission. A member is a person who has submitted an application, receivedmembership materials, as listed in the Membership Policies, and has either purchaseda share o the Cooperative or is current in both amount and schedule in an installmentpurchase o a share. Members purchasing shares on installment who are current withtheir payments have ull rights and responsibilities o membership.

2.3 Rights. Members have the right to elect the Cooperative’s Board, to attend meetings o the Board, to receive notice o and attend membership meetings, to petition as describedin these bylaws, and to approve amendments to these bylaws. Each member shall haveone vote and no more on all matters submitted to members. Te rights o membersshall be understood to apply only to active members in good standing. All rights andresponsibilities o members are subject to the bylaws as they may be amended rom timeto time, and to policies and decisions o the Cooperative or the Board.

2.4 Responsibilities. Members shall keep current with equity investments payable to theCooperative, including installment payments; they shall keep the Cooperative inormedo any changes in name or current address and contact inormation; and they shallabide by these bylaws and the policies and decisions o the Cooperative or the Board. Amember who upholds these responsibilities is considered a member in good standing.

2.5 ermination o Membership. A member may terminate his or her membership voluntarily at any time by written notice to the Cooperative. A person’s membershipmay be terminated involuntarily by the Board or cause aer the member is providedwith air notice o the reasons or the proposed termination and has an opportunity torespond in person or in writing. Cause may include intentional or repeated violationo any provision o the Cooperative’s bylaws or policies; actions that will impede theCooperative rom accomplishing its purposes; actions or threats that adversely aect theinterests o the Cooperative or its members; willul obstruction o any lawul purpose or




activity o the Cooperative; or breach o any contract with the Cooperative.

2.6 Return o Equity. Equity shall be returned upon termination o membership in theCooperative, under terms determined by the Board, provided that the Board hasdetermined that the equity is no longer necessary.

2.7 Unclaimed Property. I a member voluntarily or involuntarily terminates membership inthe Cooperative, and ails to inorm the Cooperative o his or her mailing address withina period o three (3) years, the equity and any patronage dividend amount allocated tothat member will be oreited by the member to the Cooperative.

2.8 Non-transerability. Membership rights and member equity may not be transerred inany manner.

Article III: Member Meetings

3.1 Annual Meeting. A membership meeting shall be held each year at a time and placeto be determined by the Board. Te purpose o such meetings shall be to hear reports

on operations and fnances, to review issues that vitally aect the Cooperative, and totransact such other business as may properly come beore the meeting.

3.2 Special Meetings. Special meetings o the membership may be called by the Board,either by decision o the Board or in response to a written petition o fve percent (5%)o the members. Notice o special meetings shall be issued to all members. In the caseo a petition, notice o the special meeting will be issued within ten (10) days aer apresentation o the petition to the Board. No business shall be conducted at that specialmeeting except that specifed in the notice o meeting. Decisions made at any specialmeeting are advisory only.

3.3 Notice o Meetings. Notice o the date, time, place, and purpose o each meetingo the membership shall be posted in a conspicuous place at the Cooperative andcommunicated to members not less than our (4) weeks prior to the date o the meeting.

3.4 Voting. Voting shall be accomplished through methods and means established by theBoard. Notice o the vote shall be posted in a conspicuous place at the Cooperative andcommunicated to members not less than our (4) weeks prior to the end o the electionperiod. Unless otherwise stated in the articles o incorporation, or in these bylaws, orrequired by law, all questions shall be decided by a vote o a majority o the members voting thereon. In order to preserve the principle o “one member, one vote,” proxy voting is not allowed.

3.5 Eligibility to Vote. Any person judged to be a member in good standing as o ten daysbeore any scheduled vote is eligible to vote.

3.6 Quorum. At any meeting o the members, or or any vote o the members, a quorumnecessary or decision making shall be ten percent (10%) o the total number o membersor twenty-fve (25) members, whichever is greater.




ARTICLE IV: Board o Directors

4.1 Powers and Duties. Te Board shall be composed o nine (9) directors, elected romamong members o the Cooperative. Except or matters or which member voting isrequired, the Board shall have ull power to govern the Cooperative, including, butnot limited to, hiring management o the Cooperative and evaluating its perormance,establishing compensation and benefts or management, setting the policy ramework and constraints under which management must operate the Cooperative, and assuringthat the mission o the Cooperative is carried out.

4.2 erms and Elections. Elections shall occur annually, in a manner prescribed by theBoard. Directors shall serve a term o three (3) years and shall serve staggered terms sothat approximately one-third (1/3) o the Board is elected each year. No director may serve more than three (3) consecutive terms.

4.3 Vacancies. Any vacancy among directors elected by the members may be flled by appointment by the Board. A director so appointed shall complete the pertinent term.

4.4 Removal. A director may be removed by decision o two-thirds (2/3) o the remainingdirectors or conduct contrary to the interests o the Cooperative or or ailure to ollow Board policies.

4.5 Meetings. Te Board shall hold regular and special meetings at such time and place as itshall determine, and all directors shall be notifed in writing o each meeting at least ten(10) days in advance. Te time and place o all meetings shall be posted in a conspicuousplace at the principal oces o the Cooperative not more than one day aer the callingo a meeting. Meetings shall be open to all members o the Cooperative unless the Boarddecides to go into executive session regarding confdential or proprietary matters such

as labor relations or personnel issues; negotiation o a contract; discussion o strategicgoals or business plans, the disclosure o which would adversely impact the Cooperative’sposition in the marketplace; and/or discussion o a matter that may, by law or contract,be considered confdential.

4.6 Action without a Meeting. Any action required or permitted to be taken at a meeting o the Board may be taken by written action armed by all o the directors. Te action iseective when armed by all o the directors, unless a dierent eective time is providedin the action.

4.7 Quorum. A majority o the current directors shall constitute a quorum, and no decisionswill be made without a quorum.

4.8 Conicts o Interest. Directors shall be under an obligation to disclose their actual orpotential conicts o interest in any matter under consideration by the Board. Directorshaving such a conict shall absent themselves rom discussion and decision o the matterunless otherwise determined by the Board.

4.9 Ocers. Te Board will designate ocers according to the requirements o state law andas necessary or the eective conduct o Board business. At a minimum, the Board will




designate a president, a secretary, and a treasurer. Designation o these positions willtake place annually at the frst Board meeting ollowing the annual membership meeting.Te Board may at its discretion rotate or alter Board ocers upon a majority vote o theBoard.

4.10 Indemnifcation. Te Cooperative shall indemniy and reimburse each present and pastdirector or any claim or liability (including expenses and attorneys’ ees actually andreasonably incurred in connection therewith) to which such person may become subjectby reason o being a director. Such indemnifcation shall be made only i it is determinedby the Board that the director acted in good aith in the reasonable belie that his or heraction was in the best interests o the Cooperative, or as otherwise allowed by law.

ARTICLE V: Uses o Net Profts

5.1 Uses o Net Profts. Within the limits o applicable state and ederal tax law andcomplying with generally accepted accounting principles, the membership shall decidethe portion o the net proft that is to be retained within the Cooperative or stabilization,

expansion, and development o the coop; the portion o the net proft that is to be setaside or investment in the development o other cooperative and community businesses;and the portion o the net profts that are to be set aside or projects in the community.Te balance o the net profts is to be allocated to the members o the Cooperative aspatronage dividends according to the proportion o their purchases with the Cooperative.Te Board shall determine when and how such allocations and distributions will bemade.

5.2 Consent o Members. By obtaining or retaining membership in the Cooperative, eachmember consents to take into account, in the manner and to the extent required by ederal and state tax law, any patronage dividend received rom the Cooperative.

ARTICLE VI: Dissolution

6.1 Asset Distribution: Te Cooperative may be dissolved upon a decision o the Board anda two-thirds (2/3) vote o the members who participate in the vote. Upon dissolutiono the Cooperative, its assets shall be distributed in the ollowing manner and order: (i)by paying or making provision or payment o all liabilities and expenses o liquidation;(ii) by redeeming any equity accounts, which, i they cannot be paid in ull, shall be paidin the order o the oldest outstanding amounts; and (iii) by distributing any remainingassets in a way that urthers the Cooperative’s mission, as determined by the Board.

ARTICLE VII: Bylaws

7.1 Amendments. Tese bylaws may be amended or repealed in whole or in part by amajority o the members who participate in a vote. An amendment may be proposedby decision o the Board or by petition o at least fve percent (5%) o members. Teproposed amendment shall be publicized to the membership not less than our (4) weeksprior to the voting process, which shall be held at a time and in a manner determined by the Board.

Renaissance Community Coop Bylaws (unapproved)

Documents

Transcript of Renaissance Community Coop Bylaws (unapproved)