PFC BoardBylaws of the Co-op
Article I – Name and Organization
Article II – Purpose
Article III – Membership
Article IV – Meetings of Members
Article V – Board of Directors
Article VI – Powers and Responsibilities of the Board
Article VII – Committees
Article VIII – Officers
Article IX – Entities – Removed 5/31/2009
Article X – Staff
Article XI – Operations
Article XII – Dissolution
Article XIII – Amendments
Article XIV – Indemnification
1.1 The name of this cooperative shall be the People’s Food Cooperative, Inc. In these by-laws, the short name shall be the Co-op.
1.2 The Co-op shall be organized on a non-stock, membership basis.
The purpose shall be consistent with that set forth in the Articles of Incorporation.
3.1 QUALIFICATIONS Membership shall be open to all persons who meet the requirements of admission to, retention of, and expulsion from membership as are adopted by the Board of Directors. Membership shall be open without regard to race, color, sex, religion, national origin, sexual orientation, or disability. No member shall own more than one membership.
3.2 MEMBERSHIP CLASSES There shall be two classes of membership. Each class shall equally enjoy all rights and bear all responsibilities of membership. Class 1 memberships shall be available to every person meeting the requirements established in Section 3.1 whom the Co-op certifies as having “low income” under standards established by the Board of Directors, contingent upon meeting the financial requirements outlined in Section 3.3. Class 2 memberships shall be available to every person meeting the requirements established in Section 3.1, and shall be contingent upon the payment of any application fee which the Board of Directors may establish for such class and upon timely, scheduled payment of any membership capital required of members of such class by the Board of Directors.
3.3 CLASS 1 MEMBERSHIP Those individuals whom the Co-op certifies as having “low income” under standards established by the Board of Directors shall have the opportunity to finance their membership over a period up to four years.
3.4 RIGHTS As stated in these by-laws, members have the right to elect the Co-op’s Board of Directors, to remove Directors, to petition for referenda, to attend meetings of the Board of Directors, to receive notice of membership meetings, to approve amendments to these by-laws, to serve on committees, and to exercise such other rights of members as may be established by the Board of Directors or by vote of members or pursuant to Michigan Compiled Laws Section 450.101.
3.5 RESPONSIBILITIES The responsibilities of membership shall be those established by the Board of Directors or adopted by vote of members.
3.6 TERMINATION OF MEMBERSHIP Members may terminate their membership by tendering their resignation in writing to the Secretary. The Board of Directors may terminate the membership of any member who fails to meet the responsibilities of membership.
3.7 NON-TRANSFERABILITY Memberships may not be transferred.
4.1 ANNUAL MEETING The Co-op shall hold an Annual Meeting of Members no later than one hundred and twenty (120) days after the close of each fiscal year, at a time and place specified by the Board of Directors. At the meeting, the members shall receive the Annual Report and may consider such other business as may be properly brought before it.
4.2 NOTICE The Co-op shall give each member written notice of Annual or Special Meetings of members, either personally, by mail, or by personal electronic communication to their last known address at least ten (10) and no more than sixty (60) days before the meeting. Such notice may also be given by being prominently displayed and included in a regular Co-op periodical which is mailed at postage rates complying with the regulations of the United States postal service addressed to a member entitled to vote. Notices shall also be posted in the storefronts no less than ten (10) days before the meeting.
4.3 QUORUM Quorum at any Annual or Special Meeting shall be ten percent (10%) of the membership or one hundred (100) members, whichever is smaller. Business may be discussed, but no official action may be taken without a quorum.
4.4 SPECIAL MEETINGS Special Meetings may be called by a petition signed by ten percent (10%) of the membership, or by the Board. The purpose of such meetings shall be clearly stated in the petition and in the notice of meeting, and no other business may be considered. Petitions for Special Meetings shall be presented to the Board, who shall certify them and arrange a timely meeting date.
4.5 PROXY VOTING Votes at Annual or Special Meetings may be cast only by members attending, and not by proxy. Each member shall be entitled to one vote on each matter submitted to a vote of members. Questions presented at meetings shall be decided by a simple majority of those present and voting.
4.6 AGENDA ITEMS AT ANNUAL MEETINGS Meeting agendas for annual meetings shall be set by the Board of Directors. The Board shall post notices inviting members to submit agenda items in the stores at least twenty-one (21) days before the final agenda is compiled. The final agenda must include items submitted by members under Section 4.7. Proposals not on the meeting agenda shall not be considered for voting, except by unanimous consent of those present at the meeting. Lacking such consent, questions may be raised for discussion but not for voting by agreement of two-thirds (2/3) of those present and voting.
4.7 REFERENDA Questions of policy or operations may be referred to a membership referendum by the Board of Directors, or by a petition signed by ten percent (10%) of the membership. The Board of Directors shall supervise such referenda and shall insure that questions are fairly presented, with adequate space given to opposing viewpoints. Referenda balloting must be carried on for at least twenty-one (21) days. A simple majority may be sufficient to decide questions presented in referenda, provided that at least ten percent (10%) of the members cast ballots. If the minimum number of votes is not obtained within three (3) weeks, the time for casting ballots will be extended by twenty-one (21) days. If the minimum number is not obtained after twenty-one (21) days, the Board of Directors shall have the power to decide the question presented in the referendum, and shall count the ballots and treat them as an advisory vote.
5.1 SIZE AND ELIGIBILITY The Board of Directors shall consist of seven (7) members who shall be elected by the members, or appointed by the Board under Section 5.9 Any member may serve on the Board of Directors.
5.2 TERMS Directors shall serve for three (3) years or until their successors are elected, whichever is longer.
5.3 STAGGERED TERMS Three (3) Directors shall be elected in 1995 and in each third year following 1995; two (2) Directors shall be elected in other years.
5.4 NOMINATIONS AND ELECTIONS The nominations process and annual elections will be supervised by a committee, or committees, appointed by the Board of Directors. Candidates may be nominated by committee or by a standard petition form available from the board to any member. The petition requires signatures of no more than one (1) percent of all members or one hundred (100) members (which ever number is larger) and is to be submitted prior to a deadline to be set by the Board of Directors. The Co-op shall invite members to run for the board by posting notices in the store(s) for at least twenty-one (21) days before the candidate deadline.
5.5 VOTING FOR DIRECTORS Voting shall be by ballot delivered, along with submitted Statements of Candidacy, to all members no later than twenty-one (21) days before the Annual Meeting and returned by members before or at the Annual Meeting. Election results shall be announced at the Annual Meeting.
5.6 QUORUM No election of Directors shall be valid unless ten percent (10%) or more of the members return ballots.
5.7 COMPOSITION There may be no more than one (1) Director from each entity, as defined by Section 9.1, who is a paid staff member.
5.8 METHOD OF VOTING Members of the Co-op will vote for all candidates on an at-large basis, with each member casting up to the same number of votes as there are openings on the Board of Directors. The winners will be those receiving the highest number of votes, except that if Section 5.7 would be violated, the person receiving the lower number of votes among staff candidates shall not be elected and the person receiving the next highest number of votes who would not violate Section 5.7 shall be elected.
5.9 VACANCIES A vacancy caused by death, resignation or recall shall be filled by appointment of a member by the remaining members of the Board of Directors. The appointee will serve for the remainder of the term of the Director being replaced.
5.10 REMOVAL Directors may be removed by a two-thirds (2/3) vote of the membership, provided that at least ten percent (10%) of the members cast ballots. Voting shall be by a ballot delivered to all members. An election to remove any board member may be initiated by a two-thirds (2/3) vote of the Board of Directors or by a petition signed by ten percent (10%) of the membership.
5.11 MEETINGS Regular meetings of the Board of Directors shall be held at least six (6) times annually. It shall not be necessary to serve Directors with a written notice of regular meetings. Special meetings may be called by the President or by one-third (1/3) of the Directors. Written notice shall be given to Directors for all special meetings at least three days in advance of such meeting and shall state the time and place of the meeting. The notice may be delivered in person or mailed. Attendance at a meeting constitutes waiver of such notice.
5.12 QUORUM The Board of Directors shall conduct no business unless a majority of the directors then in office is present.
5.13 DECISION-MAKING Questions presented may be decided by a majority vote of the Directors present. Except as provided in these by-laws, meetings will be run in accordance with procedures set forth by the Board.
5.14 ATTENDANCE Any Director with three (3) unexcused absences will be considered to have tendered his/her resignation from the Board, and his/her position will be declared vacant by the Board of Directors. Absences may only be excused by an affirmative vote of the Board at the meeting at which the absence occurs or at the following meeting.
5.15 OPEN MEETINGS Meetings of the Board of Directors, except Executive Sessions, shall be open to all members, who may observe and who may participate according to Board of Director’s policy. The Board may call an Executive Session by a two-thirds (2/3) vote of the Directors who are present when personnel matters, real estate negotiations, litigation, and other financial transactions are to be considered.
5.16 PUBLICITY FOR MEETINGS The time, place and agenda for all Board Meetings shall be publicized to members by posting notices in each store and by such other methods as may be practical.
6.1 RESPONSIBILITIES The Board of Directors is responsible for the operations of the Co-op and is expected to carry out its task to insure that the stores are operated in an efficient, sensible and prudent manner to benefit the whole Co-op. The Board shall establish all policies of the Co-op, which shall not be inconsistent with law, these by-laws or recognized cooperative principles. The Board may establish a non-redeemable application fee which may be required as a condition of admission to membership. The Board is responsible for carrying out the provisions of these by-laws.
6.2 MINUTES The Board of Directors shall prepare minutes of all Board of Director meetings.
6.3 ANNUAL REPORT The Board of Directors shall present an Annual Report to the members at each Annual Meeting, containing a report on the year’s operations and the financial statements.
6.4 REFERRAL TO MEMBERS The Board may refer any question to the members for decision at an Annual or Special meeting or by referendum.
6.5 INPUT FROM MEMBERS The Board is expected to continually solicit, both formally and informally, comments, suggestions and advice from members.
6.6 DISPUTE RESOLUTION BODY The Board may establish a neutral dispute resolution body to attempt to settle disputes between the Co-op and any of its members.
7.1 COMMITTEES The Board may establish such committees as it deems necessary, both standing and temporary.
7.2 MEMBERSHIP Membership on committees shall be open to any member. At least one Director shall serve on each Standing Committee.
8.1 ELECTION At its first regularly scheduled meeting after each Board election, the Board shall elect from its number a president, vice-president, secretary and treasurer. Contested elections shall be by secret ballot. Officers shall serve for one (1) year or until their successors are elected. Officers may be re-elected.
8.2 REMOVAL Officers may be removed by a two-thirds (2/3) vote of the Board.
8.3 PRESIDENT The President shall be responsible for calling meetings of the Board, for securing a chairperson/facilitator for each meeting, and for establishing the agenda for meetings. The President shall sign all documents for the Co-op at the direction of the Board or the membership.
8.4 VICE-PRESIDENT The Vice-President shall, in the absence or incapacity of the President, serve and act in the President’s place.
8.5 SECRETARY The Secretary shall see that minutes of Board meetings are taken, shall supervise custody of all corporate documents, and shall countersign documents as required.
8.6 TREASURER The Treasurer shall have responsibility for all financial reports of the Co-op and shall supervise their preparation and accuracy. The Treasurer will report at least annually to the membership on the financial status of the Co-op and will countersign all documents in the absence or incapacity of the Secretary.
8.7 POWER OF DELEGATION The Board may, from time to time, hire or appoint other officers, employees, representatives and agents as it deems necessary and may grant them appropriate duties and powers.
This article describing entities (different stores within the combined co-op) is no longer relevant. To preserve continuity of numbering, this placeholder statement is inserted.
10.1 EMPLOYEES The Board of Directors shall hire or delegate the hiring of employees as necessary to manage the affairs of the Co-op. The Board of Directors may hire an employee to perform a particular task.
11.1 FISCAL YEAR The fiscal year of the Co-op shall be set by the Board of Directors.
11.2 AUDITS The Board shall obtain an external review of the Co-op’s books at the end of each fiscal year, and shall present the reviewed statements to the members at the Annual Meeting. The Board may require such other audits as it may, from time to time, determine as necessary.
11.3 BUDGETS The Board shall adopt an Annual Budget for the entire Co-op. The proposed annual budget for the Co-op shall be available to members on request during normal business hours for at least fourteen (14) days prior to its adoption.
11.4 SAVINGS Any net savings on operations may be rebated to members based on patronage or held as retained earnings for reserves or investment.
11.5 INVESTMENT Cash reserves shall be kept in low-risk interest bearing accounts or mutual funds, in credit unions, banks, savings and loan associations, and the like, except that the Co-op may invest in or make loans to other Co-ops with or without interest, provided that each such investment or loan is specifically approved by the Board of Directors.
11.6 BORROWING The Co-op may borrow money and mortgage, pledge or otherwise grant interest in property owned by the Co-op at the discretion of the Board of Directors. Each such borrowing, other than borrowing from members under Board approved programs, must be specifically approved by the Board of Directors.
11.7 ACCOUNTS The President and Treasurer shall jointly have the power to open bank and credit union accounts for the organization and to appoint signers. The Board shall be informed of each such account that is opened at its subsequent meeting.
12.1 VOTE REQUIRED The Co-op may only be dissolved by vote of two-thirds (2/3) majority of those voting in a duly called mail ballot vote of the membership, provided that no such vote will be effective unless twenty percent (20%) of the active members vote in the referendum.
12.2 DISTRIBUTION OF ASSETS Upon dissolution, the Directors shall provide for the payment of all business debts. Any remaining assets shall be used first to repay membership capital to all members who can be located and second to support, by donation, other cooperative organizations in Ann Arbor (first), Michigan (second) and nationally (third), as determined by the Board of Directors.
13.1 INITIATION OF AMENDMENTS Amendments to these by-laws or to the Articles of Incorporation may be proposed by the Board of Directors or by petition of ten percent (10%) of the membership.
13.2 REFERRAL OF AMENDMENTS TO THE MEMBERS The Board of Directors shall put all amendments which have been proposed according to Section 13.1 to a vote of the membership by mail ballot. The procedures of Section 4.7 shall apply. This ballot may be timed to coincide with the annual election of new Board members.
13.3 APPROVAL OF AMENDMENTS Amendments must be approved by a two-thirds (2/3) vote of those voting in a membership referendum, provided that no such vote shall be effective unless ten percent (10%) of the members cast ballots.
The Co-op shall indemnify, as fully as is possible under Michigan law, any person who is made or threatened to be made a party to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, because such person acted as a director or officer of the Co-op or because such person served at the request of the Co-op as a director or officer of any other enterprise, against expenses, attorney fees, judgments, fines, penalties and amounts paid in settlement which that person actually and reasonably incurs in such matter or its appeal. These indemnification rights are not exclusive of any other rights which such person may have. No repeal or amendment of this Article XIV shall adversely affect any person’s right to indemnification with respect to acts or omissions occurring before the repeal or modification.