Revised March 18, 2015 and approved by the membership on April 28, 2015.
Article I: Organization
1.1 Name. The name of the organization shall be Chequamegon Food Cooperative
(henceforth “the Cooperative”).
1.2 Ownership and Purpose. The Cooperative shall be owned by its members and
shall operate for the mutual benefit of its members in accordance with Chapter
185 of the Wisconsin Statutes.
Article II: Membership
2.1 Eligibility. Membership in the Cooperative shall be open to any individual,
household or organization that is in accord with its purposes and is willing to
accept the responsibilities of membership.
2.2 Nondiscrimination. Membership shall be open without regard to race, creed,
age, gender, sexual orientation, political belief or any characteristic that does not
directly pertain to membership eligibility.
2.3 Admission. Any eligible individual, household, or organization may be admitted
to membership upon submitting an application and purchasing stock in an
amount and on such terms as determined by the Board of Directors (henceforth
“the Board”).
2.4 Responsibilities. Members shall timely purchase such stock as required by the
Board, shall keep the Cooperative informed of any changes in name or current
address, and shall abide by the Articles of Incorporation (henceforth “the
Articles”), these Bylaws and the policies and decisions of the Cooperative or the
Board. A member who upholds these responsibilities is considered a member in
good standing (henceforth “Member”).
2.5 Rights. Members have the right to elect the Cooperative’s Board, to attend
meetings of the Board, to receive notice of and attend membership meetings, to
petition as described in these Bylaws, and to approve amendments to these
bylaws. Each Member shall have one vote, and no more, on all matters submitted
to members. The rights of Members shall be understood to apply only to
members in good standing. All rights and responsibilities of Members are subject
to the Articles, these Bylaws as they may be amended from time to time, and to
policies and decisions of the Cooperative or the Board.
2.6 Termination of Membership. A Member may terminate their membership
voluntarily at any time by written notice to the Cooperative. Membership may be
terminated involuntarily by the Board for cause after the Member is provided fair
notice of the reasons for proposed termination and has an opportunity to
respond in person or in writing. Cause may include intentional or repeated
violation of any provision of the Cooperative’s Bylaws or policies, actions that will
impede the Cooperative from accomplishing its purposes, actions or threats that
adversely affect the interests of the Cooperative or its Members, willful
obstruction of any lawful purpose or activity of the Cooperative, or breach of any
contract with the Cooperative.
2.7 Return of Equity. The Cooperative may, but is not required to, repurchase any
stock of a Member whose membership is terminated, under terms determined by
the Board and as allowed by law.
2.8 Unclaimed Property. If a Member voluntarily or involuntarily terminates
membership in the cooperative, then the Stock and patronage dividend amount
allocated to that Member may be forfeited by the Member to the cooperative in
accordance with Chapter 185 Wisconsin State Statutes.
2.9 Non transferability: Membership rights and membership stock may not be
transferred in any manner.
Article III: Member Meetings
3.1 Annual Meeting. A membership meeting shall be held each year at a time and
place to be determined by the Board. The purpose of such meetings shall be to
hear reports on operations and finances, to review issues that vitally affect the
Cooperative, and to transact such other business as may properly come before
the meeting.
3.2 Special Meetings. Special meetings of the membership may be called by the
President of the Board, Board, either by decision of the Board or in response to a
written petition of 5% of the active members. Notice of special meetings shall be
issued to Members. In the case of a petition, notice of the special meeting will be
issued within ten (10) days after a presentation of the petition to the Board. No
business shall be conducted at that special meeting except that specified in the
notice of meeting.
3.3 Notice of meetings. Notice of the date, time, place and purpose of each annual
or special meeting of the membership shall be posted in a conspicuous place at
the Cooperative and given personally or by mail to Members not less than 7 nor
more than 30 days prior to the date of the meeting.
3.4 Voting. Voting shall be accomplished through methods and means established
by the Board in accordance with Chapter 185 Wisconsin State Statutes (185.12).
Notice of the vote shall be posted in a conspicuous place at the Cooperative and
communicated to Members not less than four (4) weeks prior to the end of the
election period. Unless otherwise stated in the Articles, or these Bylaws, or
required by law, all questions shall be decided by a vote of a majority of the
Members voting thereon. Each membership (individual, household or
organization) has one vote. Proxy voting is not allowed.
3.5 Quorum. At any meeting of the Members, or for any vote of the Members, a
quorum necessary for decision-making shall be 50 Members.
ARTICLE IV: Board of Directors
4.1 Powers and Duties. The Board shall be composed of seven Directors, elected
from among Members of the Cooperative. Except for matters for which Member
voting is required, the Board shall have full power to govern the Cooperative,
including, but not limited to, hiring management and evaluating its performance,
establishing compensation, if any, for the Board, and assuring that the mission of
the Cooperative is carried out.
4.2 Terms and Elections. Elections shall occur annually, in a manner prescribed by
the Board. Directors shall serve a term of three (3) years and shall serve staggered
terms so that a portion of 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 filled
by appointment by the majority of Board then in office. A Director so appointed
shall complete the pertinent term.
4.4 Removal. A Director may be removed by decision of a majority of the remaining
Directors for conduct contrary to the Cooperative or failure to follow Board
policies.
4.5 Meetings. The Board shall hold regular and special meetings at such time and
place as it shall determine, and all Directors shall be notified in writing of said
meeting at least seven (7) days in advance. The time and place of all meetings
shall be posted in a conspicuous place at the principal offices of the Cooperative
not more than one day after calling of the meeting. Meetings shall be open to all
Members unless the Board decides to go into closed session regarding
confidential or proprietary matters such as: labor relations or personnel issues;
negotiation of a contract; discussion of strategic goals or business plans, the
disclosure of which would adversely impact the Cooperative’s position in the
marketplace; and/or discussion of a matter that may, by law or contract, be
considered confidential.
4.6 Action without a Meeting. Any action required or permitted to be taken at a
meeting of the Board may be taken by written action affirmed by all of the
Directors. The action is effective when affirmed by all of the Directors, unless a
different effective time is provided in the action.
4.7 Quorum. A majority of the current Directors shall constitute a quorum and no
decisions shall be made without a quorum.
4.8 Conflicts of Interest. Directors shall be under an obligation to disclose their
actual or potential conflicts of interest in any matter under consideration by the
board. Directors having such a conflict shall absent themselves from discussion
and decision of the matter unless otherwise determined by the Board. No
employee of the Cooperative may serve on the Board.
4.9 Officers. The Board will elect officers annually according to the requirements of
state law and as necessary for the effective conduct of Board business.
4.10 Indemnification. The Cooperative shall indemnify and reimburse each present,
past and future Director and Officer for any claim or liability (including expenses
and attorney’s fees actually and reasonably incurred in connection therewith) to
which such person may become subject by reason of being a Director of Officer
by Chapter 185 of the Wisconsin Statutes.
ARTICLE V: Patronage Dividends
5.1 Allocations to Members. The Cooperative shall allocate and distribute to
Members the net profit from business done with them in such a manner as to
qualify them as patronage dividends consistent with cooperative principles,
applicable state and federal laws and generally accepted accounting principles.
The Board shall determine when and how such allocations and distributions will
be made.
5.2 Consent of Members. By obtaining or retaining membership in the Cooperative,
each Member consents to take into account, in the manner and to the extent
required by federal and state tax law, any patronage dividend received from the
Cooperative.
ARTICLE VI: Dissolution
6.1 Asset Distribution: At any member meeting, whether or not a quorum is present,
the Cooperative may be dissolved if notice of a resolution for dissolution will be
considered and acted upon has been included in the notice of meeting, and the
resolution is approved by 3/4’s of the member votes cast thereon. Upon
dissolution of the Cooperative, its assets shall be distributed in the following
manner and order: (i) by paying or making provision for payment of all liabilities
of the Cooperative and all expenses of dissolution; (ii) by redeeming all stock of
the Cooperative; provided that if all stock cannot be redeemed, the stock shall
be redeemed based on the order of the earliest date of issuance; (iii) by
distributing any remaining assets in a way that furthers the Cooperative’s mission,
as determined by the Board.
ARTICLE VII: By-laws
7.1 Amendments. These By-laws may be amended or repealed in whole or in part by
a majority of the members who participate in the vote. An amendment may be
proposed by decision of the Board or by petition of at least five percent (5%) of
active members. The proposed amendment shall be publicized to the
membership not less than four (4) weeks prior to the voting process, which shall
be held at a time and in a manner determined by the Board.