Amended April 25, 2011
ARTICLE I: General
Section 1: Name
The name of this co-operative corporation shall be the Belfast Co-operative Store (the co-op).
Section 2: Purpose
The purpose of the co-operative is (a) to operate an economically viable, membership-owned and –controlled natural foods and products distribution system, (b) to provide a forum for education and action concerning nutrition, the food distribution system, community organizing and related issues, and (c) to voluntarily aid, support and assist by gifts, contributions or other means organizations in the community and groups of similar purpose.
Section 3: Membership
The control of the co-op shall be vested in the membership of the co-op. Each member shall make an equity payment under the membership policy as approved and modified by the members from time to time. A member in good standing is one who has met all conditions of membership, and whose current required capital contribution is up to date, and subject to this condition, membership shall be open to all persons. Members shall have participatory and management rights as to the co-op and its assets, but shall take no individual ownership in the co-op. Rather, the membership as a collective shall own the corporation’s assets. The membership shall additionally have such benefits of membership as the Board of Directors shall from time to time fix.
Section 4: Office; Location; Seal
The registered office and principal place(s) of business (both within and without the State of Maine) of the co-op shall be as fixed by the Board of Directors from time to time. The seal of the co-op shall be in such form as fixed by the Directors.
ARTICLE II: Annual Meeting of Members
Section 1: Place
All annual meetings of members shall be held at the registered office of the co-op unless the Board of Directors shall fix some other place in Waldo County, Maine, for such meetings.
Section 2: Date
Annual meetings of members shall be held within six months of the end of the co-op’s fiscal year at such time as the Board of Directors may designate. At the meeting, members shall elect a Board of Directors, shall be provided a report on the general state of the co-op and its past fiscal year’s business affairs, and shall transact such other business as is lawfully before the assembly. An election to fill expiring or vacant board seats by ballot will be held in conjunction with the annual meeting, as spelled out in Article IV in these bylaws.
Section 3: Notice
Notice of annual meetings shall be posted at the Co-op in a conspicuous place at least twenty one (21) days before the date of the meeting or ballot vote deadline. Such notice shall, in addition to describing the date, time, and place for such meeting, give notice of any matters to be taken up at such annual meeting including those provided for in Section 2 of this article.
ARTICLE III: Special Meetings and Ballot Votes of Members
Section 1: Place & Date
Special meetings of members for any purpose or purposes may be held at such time and place, in Waldo County, Maine, as shall be stated in the notice of the meeting.
Section 2: Calling
Special meetings or ballot votes may be called for any purpose or purposes by a majority of the Board of Directors, or by 10% of the members in good standing. Members calling a ballot vote or a meeting must sign a petition to that effect and submit it to the Board for verification and action.
Section 3: Notice.]
The Board shall post notice of special meetings and special ballots votes at the Co-op in a conspicuous place at least twenty one (21) days before the date of the meeting or ballot vote deadline. Such notice shall, in addition to describing the date, time, and place for such meeting, give notice of any matters to be taken up in such special meeting or ballot vote.
ARTICLE IV: Quorum and Voting
For a duly-called vote to be valid, ten percent (10%) of members in good standing must take part. If such a quorum exists, business is transacted by a simple majority unless otherwise provided for herein. Only the votes of members in good standing are valid.
When any matter is put before the membership for decision, ballots will be made available to members for at least twenty one (21) days. Those putting matters before the membership shall indicate in the call for the vote whether a meeting will be held in conjunction with it. In either case, during the voting period, ballots may also be provided to the membership (and submitted by the membership) by mail or electronic mail at the discretion of the person or persons calling the vote. If a meeting is held to launch a vote, ballot voting begins after the end of the meeting. If a meeting is held at the conclusion of the voting period, voting must be completed by the end of the meeting. None of this precludes calling a meeting to discuss matter that may be put to a vote or to seek input in the wording of a ballot matter.
ARTICLE V: Directors
Section 1: Directors: Number, Qualification
The Board will consist of no fewer than nine (9) and no more than seventeen (17) co-op members in good standing, except during those interim periods during which any Board seat becomes vacant prior to being filled as provided for hereinafter.
Section 2: Staff Representative: Number, Qualifications, Terms
Two board seats will be reserved for Co-op employees elected by a majority vote of their fellow workers to three-year terms. To qualify for one of these posts, the employees must also be Co-op members in good standing. The general manager is not eligible to run for these seats. Regular election of employee Board members must take place in the first full week following the general election of directors.
Section 3: General Board Members: Number, Qualification, Terms
The remaining seven (7) to fifteen (15) Directors shall be general board members elected by the membership to serve staggered 3-year terms. To qualify for one of these seats, the individuals’ membership in the Co-op must be “in good standing” for six months prior to the election . The general management is not eligible to run for or hold these seats. The Board shall establish reasonable deadlines for members to nominate themselves for expiring or vacant Directors’ seats. Members currently serving as Directors may serve successive terms. General board members will be elected by a ballot vote held in conjunction with the annual meeting. Under this staggered system, up to five (5) seats will be up for election or retention every year unless there are more vacancies. The winning candidates will be elected to three (3) year terms or to fill the remaining term of any vacant seats. Among the winning candidates, the top vote-getters will be elected to the longer terms open. Any candidate running for the Board must receive at least 25% of the total vote cast to be declared elected. Staff co-op members may run for and hold general board seats so long as the total number of staff on the board, including the staff-elected representatives, remains below fifty (50) %. In a general election, the maximum number of staff whom co-op members may vote for will not exceed the number of general board seats available to staff under the “below 50% rule.” For example, if the board can accommodate three more staff but four staff are among the candidates running for general board seats, members may only vote for up to three staff.
Section 4: Election ties
If there are ties involving term length, a flip of the coin will decide who wins the longer term on the board. If there are ties involving who will serve on the board, the winner shall be decided by a flip of the coin. The loser of this coin toss will be in line to fill the next vacancy should one occur before the end of a term.
Section 5: Vacancies, Resignation, Removal
Any vacancy among general members of the board shall be filled at the next annual meeting or by a membership ballot vote called to fill the vacancy. Additionally, the board may appoint, by a vote of no less than two-thirds of current board members in good standing, qualified interim members to vacant board seats, up to a number not to exceed 25% of the currently sitting member-elected members of the board, for a period not to extend beyond the next annual meeting. Members thus appointed would serve a three-month period during which they are non-voting members, and would need to stand in any regular or special election to continue on the board.
If a staff representative Director leaves the Co-op’s employ for any reason, his or her Board membership will cease immediately. In case of any vacancy in a staff representative Director seat, an employee vote to fill the remaining term of her or his Board seat shall be held no later than six (6) weeks after the vacancy occurs. Staff representative Board seats will remain vacant if employees opt not to fill them. Any Director may resign his or her office by delivering a written resignation to the President or the Clerk. Any Director may be removed from office by a two-thirds (2/3) vote of the full Board of Directors. If a Director ceases to be a member in good standing of the Co-op, her or his Board membership will cease immediately.
If a resignation or unfilled vacancy would result in staff making up 50% or more of the Board of Directors, the term of the staff general board member or members most recently elected will be terminated immediately, starting with, in instances involving directors elected at the same time, those who received the fewest votes. The number of board members affected will equal the number needed to keep the total number of staff directors on the board below 50%. For example, if there are thirteen (13) board members and six (6) are staff, and two (2) non-staff members resign, the two lowest vote-getting employees most recently elected to general seats will no longer be on the board, thus bringing the total number of directors to nine (9), four (4) of whom are staff. Staff who hold general board seats do have the option, however, of resigning from their job at the co-op in order to remain on the co-op board.
Section 6: Powers
The Board of Directors shall oversee, direct and control the business, property and affairs of the co-op on behalf of members. The Board of Directors shall act in keeping with any votes of the membership and shall not have any power or authority that is inconsistent with the laws of the State of Maine, the co-op’s Articles of Incorporation or these bylaws. The Board’s powers and duties shall include, but are not limited to, the following:
a. Overseeing the operations and finances of the Co-op, including the adoption of operating and capital budgets;
b. Educating itself and membership on Board policy, decisions and the general state of the Co-op;
c. Employing one or more persons as a general manager to be responsible for the Co- op’s overall management and day-to-day operations, reviewing the general manager’s or managers performance(s) and replacing the general manager(s) if necessary;
d. Adopting policies regarding business operations, membership benefits and employees;
e. Creating committees to help the Board carry out its duties and powers. These committees may be standing committees that help the Board with specific duties, such as oversight of finances, or ad hoc committees formed to tackle special projects or areas of concern. In addition to appointing its own members to such committees, the Board may ask employees and co-op members to serve on them.
Section 7: Compensation
Compensation for Directors for services to the co-op as Directors, officers or otherwise requires a vote of the membership. For such votes, ten (10) % of members will constitute a quorum. A two-thirds (2/3) majority of those casting votes is needed for passage.
ARTICLE VI: Meetings of the Board of Directors
Section 1: Regular Meetings
Regular meetings of the Board of Directors shall be held at such time and place as shall be designated by standing resolution of the board. At such meetings the directors may transact such business as may be brought before the meeting. Minutes of all said meetings shall be posted at the Co-op in a conspicuous and consistent place within one week of their adoption by the board.
Section 2: Special Meetings
Special meetings of the Board of Directors may be called by two-thirds (2/3) or more of the current directors and shall be held at such time and place as shall be designated in the call for the meeting. Minutes of all said meetings shall be posted at the Co-op within one week of their adoption by the board.
Section 3: Notice of Meetings
Written notice of each special meeting shall be posted at the Co-op at least seven (7) days prior to the day named for the meeting. A standing notice of regular board meetings shall be posted at the Co-op in a conspicuous and consistent place. Notice of regular board meetings are to be posted at the Co-op at least seven (7) days prior to the day named for the meeting if such meetings are not to be held at the regular time and place. Notice of special meetings shall contain agenda topics which are to come before the board at such meeting.
Section 4: Emergency Meetings
When matters that require the Board’s attention require action by the board in such a timely fashion as to make impossible providing the seven (7) days’ notice required in Section 3 hereof for special meetings, the Board may convene emergency meetings to consider such matters. An emergency meeting may be convened by the Board of Directors by providing personal notice (whether in person or by phone) to every director at least forty- eight (48) hours in advance of such meeting. Notice of such meeting will be posted at the Co-op forty-eight (48) hours prior to such meeting.
Section 5: Attendance as Waiver of Notice
Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose, stated at the commencement of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called, noticed or convened.
Section 6: Quorum and Vote Required
At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. The Directors present at a duly-called or-held meeting at which a quorum was once present may continue to do business and take action at the meeting notwithstanding the withdrawal of enough Directors to leave less than a quorum. The vote of a majority of the Directors present at a meeting at which a quorum is present or was present at the beginning of the meeting shall be the act of the Board of Directors.
Section 7: Telephone Meetings
Members of the Board of Directors or of any committee designated thereby may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participating in a meeting in such a manner by any member who does not object at the beginning of such meeting to the holding thereof in such a manner shall constitute presence in person at such meeting.
ARTICLE VII: Executive Committee
The Board of Directors, by a resolution adopted by two-thirds (2/3) of majority of the full Board of Directors then in office, may designate from among its members an Executive Committee consisting of three (3) or more Directors, and may delegate to such Executive Committee all of the authority of the Board of Directors in the management of the co-op’s business and affairs. The Board may thereafter by such two-thirds (2/3) majority of the full Board modify or dissolve the Committee. The full Board must meet at least quarterly to review decisions by and hear reports from the executive committee. At such meetings, the Board may nullify or ratify decisions of the executive committee.
ARTICLE VIII: Officers
Section 1: Number
The officers of the co-op shall be chosen by the Board of Directors and shall include a President, a Vice President, a Secretary and a Treasurer.
Section 2: When Chosen
The Board of Directors shall choose such officers from among the Board members within three (3) months of the annual meeting.
Section 3: Additional Officers
The Board of Directors may appoint such other officers and agents from among the Board’s members, as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 4: Vacancies, Term, Removal
The officers of the co-op shall hold office until their successors are chosen and qualify. Any officers elected or appointed by the Board of Directors may be removed at any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of the co-op may be filled by the Board of Directors.
Section 5: President
The President shall preside at all meetings of the members of the Board of Directors, shall actively manage the business and activities of the Board of Directors and shall see that all orders and resolution of the Board of Directors are carried into effect.
Section 6: Vice President
The Vice President shall, in the absence of or in the case of the disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 7: Clerk
A Clerk, who must be a resident of Maine and shall be a member of the co-op, shall be chosen by the Board of Directors. The Clerk need not be elected annually and shall serve until the co-op changes its Clerk. The Clerk is not an officer of the co-op and need not be a Board member, but shall perform the functions provided by the Maine Business Corporation Act, including, without limitation, Sub-Section 11 of Section 714 thereof. The Clerk shall keep, in a book kept for such purpose, the records of all members’ and Directors’ meetings. The Clerk shall have control of any corporate seal adopted by the Board and may affix the same to documents requiring it, and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal.
Section 8: Secretary
The Secretary shall attend and take minutes of all membership and Board of Directors meetings, unless the board shall appoint or hire another person to assume such duties. The Secretary shall ensure that the minutes are kept up to date in a safe file. The Secretary shall also give notice of special meetings of the Board of Directors, and shall perform like duties for an executive committee. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or President. The Secretary shall have authority to affix the co-operative’s seal to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or the Clerk. The Board of Directors may give general authority to any other officer to affix the seal of duties as are prescribed by law or by the Board of Directors. In case of the absence of or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk.
Section 9: Treasurer
The Treasurer shall oversee the general and active management of the Co-operative’s funds and securities, and oversee all receipts and disbursements belonging to the co-op. The Treasurer shall supervise the disbursement of funds of the co-op as may be ordered by the Board of Directors and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the co-op. In the absence of the Treasurer, or in the case of his or her disability, the Board may designate another one of its members to perform the duties and exercise the powers of the Treasurer.
The responsibilities of individual officers listed above may be delegated by the Board of Directors when deemed appropriate.
ARTICLE IX: Indemnification; Insurance
Section 1: General
The co-op shall in all cases indemnify any person who is or was a Director, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that that person is or was a Director, officer, employee or agent of the co-op, or is or was serving at the request of the co-op as a Director, officer, trustee, partner, fiduciary, employee or agent of another co-op, a corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by that person in connection with such action, suit or proceeding; provided that no indemnification may be provided for any person with respect to any matter as to which that person shall have been finally adjudicated:
a. Not to have acted honestly or in the reasonable belief that that person’s action was in or not opposed to the best interests of the co-op or its members or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or
b. With respect to any criminal action or proceeding, to have had reasonable cause to believe that that person’s conduct was unlawful.
Section 2: Insurance
The co-op shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the co-op, or is or was serving at the request of the co-op as a Director, officer, trustee, partner, fiduciary, employee or agent of another co-op, corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person’s status as such, whether or not the co-op would have the power to indemnify that person against such liability under this Article.
ARTICLE X: Fiscal Year
The fiscal year of the co-op shall be fixed by resolution of the Board of Directors.
ARTICLE XI: Execution of Documents
Unless the Board of Directors, executive committee or members shall otherwise generally or in any specific instance provide: (a) any bill, note, check, or negotiable instrument may be executed or endorsed in the name and on behalf of the co-op by the President or the Treasurer, acting singly, and (b) any other instrument, documents, deeds, bills of sale or other writings of whatever nature shall be executed in the name and on behalf of the co-op by the President or the Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same.
ARTICLE XII: Amendments
A vote to amend these bylaws shall require a quorum of ten (10) % of the members in good standing. A two-thirds (2/3) majority of those casting votes is needed for passage of such an action. Proposed bylaw amendments will be posted at a conspicuous place at the co-op’s place of business for twenty one (21) days prior to the vote.
ARTICLE XIII: Dissolution
A vote to dissolve the co-operation shall require a vote of two-thirds (2/3) of the membership of the co-op. By a vote of the majority of the members voting, three or more members shall be designated as trustees, who shall, on behalf of the association and within a time fixed in their designation or within any extension thereof, liquidate its assets and shall distribute them in the manner set forth in M.R.S.A. §1731.