August 24, 2011
Fairbanks Community Cooperative Market, Inc.
Co-op Market – ByLaws
BYLAWS of Fairbanks Community Cooperative Market
• Article 1: The purpose for which the Cooperative is organized
• Article 2: Interim Board of Directors
• Article 3: Adoption of Bylaws
• Article 4: The cooperative is as membership organization
• Article 5: Membership Meetings
• Article 6: Powers
• Article 7: Board of Directors and Officers
• Article 8: Distribution of assests in the event of dissolution or liquidation
• Article 9: Consensus decision-making versus Majority Vote
• Article 10: Patronage Dividends
adopted and finalized at Special Membership Meeting, August 24, 2011
Article 1. The purpose for which the Cooperative is organized.
a. Purpose: The purpose of this cooperative is to create a consumer cooperative that sells natural foods and other retail items for the benefit of its customer members and the general public. The activities of Fairbanks Community Cooperative Market (Co-op Market) are governed by the core values of social justice, environmental stewardship, economic sustainability and economic fairness. This association shall be operated on a cooperative basis for the mutual benefit of the members as patrons and owners of the cooperative. In addition, the cooperative shall provide a basic screening of products offered for sale based on our published parameters, education and training regarding the use and advantages of such products. Acting as the agent of the members, Fairbanks
Community Cooperative Market will establish and maintain a site for the cooperative to operate; establish and maintain financial controls to safeguard the assets of the cooperative; and also establish and maintain a managerial structure as needed to conduct retail sales and such other business the cooperative may engage in under the authority of these bylaws.
b. Not-for-profit operation: This cooperative is an enterprise organized under the
Alaska Cooperative Corporations Act (AS 10.15) of the Statutes of the State of Alaska. The Cooperative shall at all times be operated on a cooperative not-for-profit basis for the mutual benefit of its members.
Article 2. Interim Board of Directors.
An Interim Board of Directors will serve until the first membership meeting of the
members as set forth in Article 4. The Interim Board of Directors shall consist of the incorporators of the Cooperative and shall be allowed to appoint additional Interim Directors to serve until the first membership meeting. There shall be no less than three or more than eleven Interim Directors.
The Interim Board Of Directors shall among themselves elect a Chair, Vice Chair,
Secretary, and Treasurer and shall conduct all aspects of the business of the Fairbanks Community Cooperative Market, Inc., during the interim period before the first membership meeting. The Secretary and Treasurer may be the same person. A quorum of three interim board members shall be required to conduct business at any board meeting.
Article 3. Adoption of Bylaws
a. Interim Bylaws: Before any business is conducted by Fairbanks Community
Cooperative Market, Inc., these Bylaws and other operating documents shall be discussed and voted upon and approved by the Interim Board Of Directors by a majority vote. The Secretary shall record this approval in writing and a copy of the approved Bylaws shall be made available to all Founding Members upon request.
b. Permanent Bylaws: These Bylaws, as may be amended, shall be subject to adoption by the membership as the first order of business at the first membership meeting as prescribed in Article 4, Part a. Amendment of these Bylaws by majority vote can be made at any future membership meeting provided that notification of any proposed
amendment to be voted on is included in the meeting notice sent out for the meeting at which the vote is to be taken.
Article 4. The cooperative is as membership organization.
a. Founding Members: For the period starting on the date of incorporation and running to the start of the first annual membership meeting all persons who enrolled as members and paid the membership fee of $10 are to be listed on the rolls as Founding Member with the right to vote at the first membership meeting. The enrollment of Founding Members shall not be limited.
b. Full Membership: At the first membership meeting, by a simple majority vote, the membership shall decide the amount and structure of the membership fees to be required for full membership in Fairbanks Community Cooperative Market, Inc. The membership fee requirements established at this meeting will apply to all Founding Members continuing as full members and to all new members joining after the first membership meeting. Classes of membership shall be recognized as follows:
(1). Founding Members who elect to continue as full members will be entered on
the rolls as “Founding Members-Continuing” and will automatically be credited $10 toward meeting the newly established full membership fee requirements. Founding Members will not be limited by any time requirement to become a full member and will be maintained on the rolls as a “Founding Members”. Any Founding Member not wanting to continue membership under the fee requirements established at the first membership meeting may relinquish his or her right to membership and receive a refund of the $10 fee given as a Founding Member. To receive this refund a request must be made in writing to the Treasurer of the Board Of Directors within sixty days of the first membership meeting. Any Founding Member receiving this refund will not receive a credit of $10 toward full membership when becoming a member in the future. The right of a Founding Member to full membership shall not vest in full membership until the
membership fee requirements established under these provisions have been met.
(2). New members who join after the first annual meeting will be entered on the
rolls as a “Regular Member” and will be required to pay the full membership fee.
c. Rights of Full Members: After the first membership meeting each Founding Member- Continuing or Regular Member in good standing shall have the right to vote and the right to any patronage dividend or other benefits as may be established. Each member will receive a primary membership card and will be entitled to designate other individuals in the same household on that card. Secondary membership cards are to be used for purchases by other household members as listed on the cards.
d. Termination of Membership:
(1). Membership is not transferable.
(2). Any individual enrolled as a Member may elect to voluntarily end his or her
membership at any time by submitting written notice of this intent to the Secretary of the Board of Directors. The Cooperative shall refund membership fees at the value of the membership fees paid by the member(s) less any unpaid amount owed to the Cooperative by the Member. A Founding Member not vested as a Full Member will be limited in time to request a refund as prescribed in Section a.(1) above. Refunds as provided in this
section will be made within 90 days of receiving a written request to end membership in the cooperative.
(3). A membership may be terminated by a majority vote of the Board of Directors
for malfeasance, theft, or criminal acts deemed harmful to the cooperative. In the event a membership is involuntarily terminated under this provision, refunds as provided for voluntary termination above will be made, less any amounts owed, without requiring a written request from the expelled member. Such refund will be made within 90 days of the date of expulsion.
(4). In the event of the death of a member the amount that would otherwise be
refunded to a member voluntarily ending his or her membership as provided above will be paid to (1) the personal representative of the member’s estate or if no personal representative is appointed then to (2) the member’s legal heirs pursuant to the laws of the State of Alaska. If no claim is made by a proper representative of a deceased member for refund of the membership fee within one (1) year after the death of the member, the asset will be deemed abandoned and shall become property of the Cooperative.
e. Membership Fee Installments: The Board may extend credit to non-members to
enable them to purchase a membership on an installment plan, under terms approved by the Board of Directors. Pending full payment of his or her share, a member shall hold no voting rights, but other member privileges and rights as a customer of the Cooperative shall not be limited.
f. Other Classes of Membership: The Board may establish a class or classes of affiliate membership to recognize individuals, companies, not for profit corporations, for profit corporations, producers, suppliers, and other cooperatives doing business with and supporting Fairbanks Community Cooperative Market, Inc. For any class of affiliated member that is established, the Board will have full discretion in extending or revoking recognition. Affiliate Memberships established under this section shall not have voting rights except as may be granted by a simple majority vote of the Membership at a meeting of the Membership.
g. Membership Rolls: Under the direction of the Secretary membership rolls will be maintained to accurately reflect the status of all classes of members. If called to do so the Secretary will certify the membership rolls.
Article 5. Membership meetings.
a. First Membership Meeting: A first meeting of the membership shall be held after the Articles Of Incorporation are approved by the State Of Alaska. Written notice of this meeting will be given to all Founding Members on the rolls at least seven (7) and not more than thirty (30) days prior to the meeting. The purpose of this meeting shall be to adopt the Permanent Bylaws of the cooperative as prescribed in Article 8, Part b, elect the Board Of Directors as prescribed in Article 7, to establish the membership fees as prescribed in Article 2, Part b., and to carryout such other business that may be presented at that time. These purposes shall be stated on the notice for this meeting. A quorum of 10% of the membership (either in person or by proxy) shall be required to conduct business at this meeting.
b. Subsequent annual meetings shall be held each year at a time and place set forth by the Board. Written notice of such meetings, to include an agenda, shall be given to all members of the cooperative stating the time and place at least seven (7) and not more than thirty (30) days prior to the meeting. The secretary of the cooperative shall be responsible for sending this notice. If that notice is mailed, it is considered given when deposited in the United States mail addressed to the member at the address of the member as it appears on the records of the cooperative with postage prepaid. A quorum equal to ten percent (10%) of the members enrolled and in good standing at the time of any membership meeting shall be required to conduct business.
c. Special Membership Meeting: As may be needed under special circumstances
requiring a vote of the membership, the Board or Chair of the Board may elect to call a special meeting. The requirements for notice and quorum shall be the same as prescribed for an annual meeting, except that the notice shall also state the purpose of the special meeting. The Secretary shall also call a special meeting upon the filing of a petition stating the business to be brought signed by not less than ten percent (10%) of the members.
Article 6. Powers
This cooperative shall have the power to conduct all lawful business in the state of
Alaska, including but not limited to the operating of retail marketplaces that shall sell natural foods and other items requested by members. The cooperative shall have, exercise and possess all the rights, powers and privileges generally granted to a cooperative corporation by the laws of the State of Alaska (A.S. 10.15.010), including but not limited to: (1) To borrow money within the limits allowed by the laws of the State of Alaska; (2)
To buy, lease, hold and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct of operation of the business of the cooperative, or incidental there to; (3) To draw, make, accept, endorse, guarantee, execute and issue promissory notes, drafts, warrants, certificates, and all other kinds of obligations and negotiable or transferable instruments for any purpose that is deemed to further goals and objectives for which this cooperative is formed, except such as are inconsistent with the express provisions of the State law under which this cooperative is organized.
Article 7. Board of Directors and Officers
This cooperative shall be governed by a Board of Directors of nine members who shall be elected at the first membership meeting of the cooperative as prescribed in
a. Officers of The Board: The Board of Directors shall elect from among themselves
the following officers: Chair, Vice Chair, Secretary and Treasurer. The Secretary and Treasurer may be the same person.
b. Designated Board Seats: Members of the Board of Directors shall be designated by seats A through I and will hold terms of office of two years; except that at the first membership meeting, to effect staggered terms, seats A through E will be elected for two year terms and seats F through I will be elected to initial terms of one year. At the end of one year, seats F through I will then be elected for two year terms. If a Board member resigns or is removed before his or her term expires, the Board shall appoint a replacement board member to serve the balance of the term for the vacant position. Such appointment will be subject to vote of confirmation by the membership at the next annual meeting if an annual meeting occurs before the end of the unexpired term.
c. Executive Committee: The Board of Directors may elect an executive committee
consisting of three or more directors which, to the extent provided in the bylaws of the cooperative, may exercise all the authority of the board in the management of the cooperative, except for
(1) apportionment or distribution of net proceeds, savings or losses;
(2) selection of officers;
(3) filling of vacancies in the board or the executive committee.
d. Executive Committee Alternates: The board may elect other directors as alternates for members of the executive committee.
e. Designation of an executive committee and the delegation to it of authority does not relieve the board or a member of the board of any responsibility imposed by law.
f. A quorum of five board members shall be required to conduct business at any board meeting.
g. Action Without a Meeting: Action that may be taken at a meeting of the members, directors, or members of the executive committee, may be taken without a meeting if a consent in writing setting forth the action taken is signed by all of the members, directors, or executive committee members entitled to vote. This consent has the force and effect of a unanimous vote at a meeting.
h. Removal of a Board Member: A board member may be removed after failing to
attend three or more regular meetings without communicating reasons for absence to the Board, or whenever the Board in its judgment determines that removal would be in the best interest of the cooperative. The Board is fully empowered to make such removal.
Election or appointment of an officer does not of itself create contract rights.
Article 8. Distribution of assets in the event of dissolution or liquidation.The
Cooperative may be dissolved at any time consistent with the provisions of Alaska
Article 9. Consensus decision-making versus Majority Vote
The Board Of Directors shall conduct its business by majority vote. However, the Board shall establish a policy for consensus in decision-making with the goal being to conduct its business by consensus whenever possible. As needed, the Board may modify this policy.
Article 10. Patronage Dividends.
10.1 Financial Operation: This corporation was organized and operates on a cooperative basis and allocates earnings and losses to patron-members on the basis of the business done with or for such patrons. Thus, in accordance with section 1381 of the Internal Revenue Code of 1954, this corporation shall declare a patronage dividend to be distributed among the members in accordance with the total amount of purchases made by each such patron during the preceding fiscal year.
10.2 Patronage Dividend: 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 principals, applicable state and federal laws and generally accepted accounting principles. In accordance with Section 1382 of the Internal Revenue Code, the patronage dividends declared by the corporation are deductible from the taxable income of the corporation and must be included in the taxable personal income of the member to the extent provided by law. The Board shall determine when and how
such allocations and distributions will be made.
10.3 Consent to Take Patronage Distributions Into Income: Each person who hereafter applies for and is accepted to membership in this cooperative and each member of this cooperative as of the effective date of this bylaw who continues as a member after such date shall, by such act alone, consent that the amount of any distributions with respect to its patronage, and which are received by the member from this cooperative, will be taken into account by the member at their stated dollar amounts in the manner provided in 26 U.S.C. 1385(a).
Certification of Secretary
I hereby certify that the Bylaws of Fairbanks Community Cooperative Market (Co-op Market), attached hereto were adopted by the Member-owners of Co-op Market on August 24, 2011. THIS IS TO CERTIFY, that I am the duly elected, qualified and acting Secretary of Co-op Market. IN WITNESS WHEREOF, I have hereto set my hand this ____TH day of_____, 2011.
Colin Craven, Secretary
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