Bylaws

 

Clipper City Cooperative

 

A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly-owned and democratically controlled enterprise.

 

Article I. Name

The name of the cooperative is: Clipper City Co-op

 

Article II. Purpose, Mission, Values & Principals

Clipper City Co-op is a full-service, members-owned cooperative grocery store featuring local, healthy and fair-priced food for the community.

Mission

Clipper City Co-op is a community owned, cooperative grocery store, accessible
to all and dedicated to enhancing the local economy and our overall well-being.

 

Values

Co-operatives are based on the values of self-help, self-responsibility, democracy, equality, equity and solidarity. In the tradition of their founders, co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others.

 

Principles

The co-operative principles are guidelines by which co-operatives put their values into practice. The International Cooperative Principles were last revised in 1995 by the International Cooperative Alliance (ICA) as part of the Statement on the Cooperative Identity. They are as follows: 1. Voluntary and Open Membership 2. Democratic Member Control 3. Member Economic Participation 4. Autonomy and Independence 5. Education, Training and Information 6. Cooperation among Cooperatives 7. Concern for Community

 

Article III. Membership

Member equity is an unsecured asset in the co-op, and should the co-op need to close, there is no guarantee that the shares will be paid back. Member equity does not appreciate or pay dividends. It is non-transferrable and is redeemable only at face value with approval from the Board of Directors.

 

 

Section 1.

The Co-op shall not discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, political affiliation, or other arbitrary basis.

 

Section 2.

Members must be 18 years of age or older and a legal resident of the state of Wisconsin, at time of initial membership payment.

 

Section 3.

Memberships are not transferable, or divisible.

 

Section 4.

Members are required to notify the cooperative of changes in address, emails and or name.

 

Section 5.

Membership may be revoked by decision of the Board of Directors, with right of appeal to the membership

 

Article IV. Meetings of Members

 

Section 1. Annual Membership Meeting.

There shall be a membership meeting annually, with the Board of Directors determining the date, time, and location.

 

Section 2.  Special Meetings

A special meeting of the cooperative may be called by the President, the Board of Directors, or upon written request of twenty (20) percent of the members.

 

 

Section 3.  Notification of Meetings

Meetings must be announced to the membership at least 30 days in advance, along with the reason for the meeting.  Notice of meetings must be posted on the cooperative website and in the cooperative. Membership will also be notified by email and on the cooperatives social media pages, newsletter and blog,    Post office mailing notice of annual meetings will not be made to members, (some exceptions may apply for members who do not have access to email, please let the co-op leadership know if you need a mailing) email notice will be the preferred method of notification, and therefore, members have the responsibility to notify the cooperative of current email address and or check website for announcement of meetings.

 

 

Section 4 Voting

• There shall be one membership share per household and one vote per membership share, regardless of investment in equity per household.  Unless otherwise required by state statutes or these by-laws, decisions at membership meetings shall be made by majority vote of those members present at the meeting, if a quorum of members is present.

• Any action of the officers or Board of Directors may be reviewed and amended or reversed by a 2/3 majority vote of a quorum at any annual or special membership meeting, provided it is published on the agenda appropriately.

 

 

Section 5.  Quorum

A quorum shall consist of ten (10) percent of members.   Membership meetings shall not decide anything pertaining to a legal, or financial matter that is not on the published agenda.

 

 

Section 6.  Amendments to the Articles and By-Laws

• Articles and by-laws may be adopted, amended or repealed by a 2/3 majority vote of a quorum of the Board of Directors. 

• Any Article or by-law adopted, amended or repealed by the Board of Directors may be altered or revoked by the membership by a 2/3 majority vote of a quorum at any annual or special membership meeting.

• Articles and by-laws may be adopted, amended or repealed by a 2/3 majority vote of a quorum at any annual or special membership meeting.

• Proposed amendments must be published on the website for 30 days prior to the meeting, as well as at the cooperative.  Notice must include the exact language of the proposed change and a brief justification for the proposed change.

 

Section 7.  Order of Business

•  Determination of quorum

•   Proof of due notice of meeting

•   Approval of minutes

•   Annual reports of officers and committees

•   Unfinished business

•   New Business

•    Election of Directors

•    Adjournment

 

Article V. Directors and Officers

 

Section 8. Number and Qualifications of Directors
 

• There shall be not less than 7 and no more than nine (9) directors. Terms of directors shall be so staggered that one-third of the terms, or as nearly so as may be practicable, shall expire in each year. Directors shall be elected for terms of three years. To facilitate staggering of terms, some directors may periodically be elected for one or two year terms. Directors shall hold office until their successors are elected or until their terms are terminated sooner in accordance with these bylaws. Directors shall not be limited in the number of terms they may serve.

• All Directors shall be members of the cooperative.

• Any individual who is a member may be elected Director.

• The General Manager may not be elected or appointed to the Board of Directors.

• Current employees of the co-op may not be elected or appointed to the Board of Directors.

• The Cooperative will reimburse board members for reasonable and necessary expenses connected with fulfilling board of director duties.

• Compensation, if any, for board members will be determined by members at annual or special membership meetings.

• No board director may vote upon reimbursement for their services.

 

 

Section 2. Election of Directors
 

• The Board of Directors may establish a nominating committee to solicit and review applications for nomination to the Board, and to present a slate of nominees to the member-owners for consideration. A candidate’s name may be also be added to the ballot by petition of five member-owners, not including the candidate. Nomination papers must be received by the board at least 30 days before the annual meeting.

•  Elections of persons to the Board of Directors shall take place by signed ballot during the Annual membership meeting. Voting will take place at the site of this annual meeting and continue until every member-owner present at said meeting has had the opportunity to vote.

• Member-owners not present at the Annual meeting or who choose not to vote at that time can vote by signed mailed ballot, postmarked no later than ten days before the date of the Annual meeting.

• In addition to the signed ballot process, the Board may establish procedures for voting by electronic mail or through an Internet web site, and such votes shall be considered equivalent to submitting a signed ballot.

 

Section 3. Election of Officers

• The officers of the cooperative are President, Vice-President, Secretary and Treasurer.

• The President, Vice-President, Secretary and Treasurer shall be elected from the Board of Directors and by the Board of Directors.

• The officers shall be elected for a term of one year, to begin when the voting period for the Board of Directors has concluded.

 

Section 4. Vacancy

Upon a vacancy of a Director position, the Board of Directors may elect an interim Director until the next Annual membership meeting.

 

Section 5 Education of officers as required under Wisconsin Statute 193.478

The Cooperative shall fund education for director and director shall annually attend a course in at least 2 topics that follow, which are offered by a recognized provider of cooperative director education. 

• Duties and responsibilities of a cooperative director.

• Board and management relations.

• The board's role in defining and developing cooperative policies.

• Understanding cooperative governance and structure.

• Understanding financial statements, key financial ratios, and control tools.

• Cooperative finance and equity redemption.

• Cooperative strategic planning.

• Cooperative membership communication and education.

• Selecting and evaluating principal cooperative management.

• Board evaluation.

• Analyzing and understanding the current cooperative business environment.

 

Section 6 Standard of Conduct for Directors

Directors shall be responsible at all times for discharging their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they reasonably believe to be in the best interests of the Co-op.

 

Section 7 Removal of Director

Directors shall be removed from office by the following:

• At a meeting, after establishing quorum, the Board of Directors may remove a Director upon unanimous vote of all unaffected Directors. The Board shall give at least a seven (7) day written notice by US mail of its intent to remove a director and the basis for removal. Notice will be complete upon mailing. The director will have an opportunity to present a response, but will not be entitled to vote at the meeting. The Board will hear the director’s response, deliberate, and vote in a closed session unless a majority of the unaffected Directors vote to open the meeting, or any portion of it.  Outside counsel or witnesses will be allowed only upon a majority vote of the unaffected Directors. Notice of the removal shall be given to the Director by US mail and to the membership via email.

• Directors may be removed from office by a two thirds (2/3) vote of the members at any regular or special meeting of the membership.  Written notice shall be given in accordance with bylaw and shall include a statement of intent to remove.

• A director’s position shall be considered vacant after: 

• After two (2) consecutive unnotified absences from any Board meetings,

• Any four (4) unnotified absences from any Board meetings in any twelve (12) month period.   Board meetings include regular Board meetings and special Board meetings. The absent director must notify the President, Vice President or designated agent by telephone, in person, or by email prior to the start of the meeting.

• A director’s position shall be automatically terminated if the director is no longer a member of the Co-op.

 

Section 8 Resignation or Removal of Officers.

• Officers may be removed by the Board, by unanimous vote of all unaffected Directors.   

• Any Officer may resign at any time with written notice to the Cooperative.

• Vacancies shall be filled at the next Board meeting.

• A vacancy in any office resulting from an officer’s death, resignation, removal, or disqualification, or from any other cause, will be filled by the Board.

 

Section 9. Board Meetings

• The Board of Directors shall meet monthly, a minimum of ten (10) times per year.  These meetings shall be held at regular, established time and an agenda will be made available at least two (2) days prior to the meeting.  Any members may attend a meeting of the Board of Directors.  Any members wishing to address the Board of Directors shall arrange time on the agenda with the Board Secretary.  The Board may include a closed session in the agenda for any given meetings.  Any person, other than the Board members, may be asked to leave at that time of the closed session.  Any binding decision made during a closed session must be made public, with the possible exception of certain personal issues.

• Five (5) or more Board members must be present to constitute a quorum.  Only Board members present are eligible to vote on matters before the Board.  There may be present conference call, or conference video. 

• The officers shall be elected for a term of one year, to begin when the voting period for the Board of Directors has concluded.

 

Article VI. Duties of Directors

 

Section 1.

The Board of Directors shall make policy decisions, oversee long-range planning, approve the budget, work on committees, evaluate, hire, and fire the General Manager, and carry out the mandates of membership. 

 

Section 2.

The Board of Directors shall provide oversight related to the preparation and monitoring of an annual budget.  A consolidated version of the budget as approved by the Board shall be published and distributed annually to the members owners. 

 

Section 3.

The Board shall ensure that a financial review is conducted annually by a qualified accountant or other financial services professional capable of conducting a thorough review of books and records of the cooperative.

 

Section 4.

Directors shall disclose their actual or potential conflicts of interest in any matter under consideration by the Board, and unless requested otherwise by majority vote of the other Board members, shall absent themselves from deliberation or decision on the matter.

 

Section 5.  Indemnification and director liability: 

• No director of the Co-op shall be personally liable to the Co-op or its members for monetary damages for breach of fiduciary duty as director, except for liability:

• For breach of the director’s duty of loyalty to the Co-op or its members

• For acts of omissions not in good faith or that involve intentional misconduct or of knowing violation of the law; or

• For transaction from which the director derived an improper personal benefit.

• Insurance.  This cooperative may purchase and maintain insurance on behalf of any person who is or was a director, officer, manager, employee, or agent of this cooperative, or is or was serving at the request of this cooperative as a director, officer, manager, employee against liability asserted against that person and incurred by that person in any such capacity.

 

 

Article VII. Duties of Officers and Manager

 

Section 1. President.
The President shall preside at all meetings of the members and the Board of Directors.  The President shall have such authority to execute all certificates, contracts, and other documents on behalf of this cooperative as may be delegated to the President by the Board of Directors.

 

Section 2. Vice-President.
In absence or disability of the President, the Vice-President shall perform the duties of the President.  The Vice-President shall have such other duties as may be assigned to him or her by the President or the Board of Directors.

 

Section 3. Secretary.
The Secretary shall keep complete minutes of each meeting of the members and the Board of Directors, and shall sign with the President, or the Vice-President if standing in his or her place, all notes, deeds and other conveyances of real estate, and when two signatures are required on a Contract.  The Secretary shall keep a record of all business of this cooperative and shall prepare and submit to the annual meeting of the members a report of the previous fiscal year’s business.  The annual report shall contain a statement of assets and liabilities, a statement of income and expenses, and such other statements and statistical memoranda as the Board of Directors shall require.  The Secretary shall give all notices as required by law.  The Secretary shall perform such other duties as may be required by the Board of Directors.  The Board of Directors may delegate or authorize the Secretary to delegate, to any other officer or employee of this cooperative, under the supervision of the Secretary, any or all of the duties enumerated in this section.

 

Section 4. Treasurer.
The Treasurer shall oversee the receipt and disbursement of all funds of this cooperative, ensure that complete records of all financial transactions of the cooperative are kept, and perform such other duties as may be required by the Board of Directors.  The Board of Directors may delegate, or authorize the Treasurer to delegate, to any other officer or employee of this cooperative, under the supervision of the Treasurer, any or all of the duties enumerated in this section.

 

Section 5. General Manager.
The Board of Directors shall employ and supervise a General Manager of this cooperative.  The General Manager shall have general charge of the ordinary and usual business operations of this cooperative subject to the direction and approval of the Board of Directors.  The General Manager shall properly maintain all business records and accounts of this cooperative.  He or she shall provide annual and periodic reports in a form and manner prescribed by the Board of Directors.  The General Manager shall employ and discharge employees subject to direction and guidelines approved by the Board.  The General Manager shall handle and account for all monies belonging to this cooperative which come into his or her possession in the manner and form prescribed by the Board of Directors.

Article VIII. Committees of the Board

The Board of Directors may establish an executive committee and shall, as it deems necessary, appoint standing committees and ad hoc committees. All such committees must be approved by the Board of Directors.
 

Article IX Stock Certificates

 

Section 1.
This cooperative is formed with capital stock.

 

Section 2. Classes

• Class A stock shall be the membership stock of the cooperative.  Each member shall hold only one share of Class A stock and eligible voters shall be entitled to one vote.  No dividends shall be paid on Class A stock.  Class A stock is not transferable and shall only be traded on the books of the cooperative.  Class A stockholders may request the cooperative’s Board of Directors to redeem their stock at any time.  Such request shall be in writing to the Board of Directors.  Any redemption requires approval of the cooperative’s Board of Directors.  Redemption proceeds shall be limited to the par value or book value, whichever is less, minus a processing fee, if any, as determined by the board.  No redemption shall be made when, in the opinion of the Board, such payments would impair the solvency, or operations of the cooperative.

 

Article X. Class A Membership Share

 

Section 1. 

With a full membership share of $200.00 no additional payments are necessary until and unless the member-owners authorize an increase in the membership fee. A special membership payment plan will become available upon request for seed members, requiring $50 initial payment and $50 quarterly until full membership is paid in full.  Upon opening of the cooperative, an annual membership fee of $50 is available for select low income populations, and other special circumstances, as determined by the Board of Directors.  Four years’ worth of annual payments of $50 will equate to the full membership share.  Membership rights under the payment plan or annual fee begin upon receipt of full membership payment of $200.

 

Section 2. 
Selected Populations will be defined by the Board of Directors, and may consist of currently enrolled students and Food Share (Quest) recipients.  Other special circumstances will be determined by the Board of Directors, as needs arise.

 

Article XI. Operation at Cost and Patron Capital

 

Section 1. Annual Budgetary Evaluations.
The Board of Directors shall, in accordance with Chapter 193 of the Wisconsin Statutes, evaluate annually during the first quarter of the fiscal year the financial status of the cooperative and shall determine if a patronage refund is feasible.

 

Section 2. Patronage Refund Procedure.
Such procedure shall be determined by the Board of Directors at the time of the evaluation.

 

Section 3.
Net Proceeds as defined in Chapter 193 shall be considered income to the cooperative and may be credited to allocated or unallocated surplus or reserves of the cooperative and may be applied to losses incurred in prior years.  The Board may, at its discretion, pay out or allocate all or part or none of the net proceeds to the members as a patronage refund.

 

Article XII. Dissolution

 

Upon the liquidation or dissolution of this cooperative, any sum remaining after payment of all debts shall be distributed to the member owners of the cooperative proportionally up to the face value as the books and ledger show recorded.  All remaining corporate assets shall be distributed to one or more non-profit corporations, as determined by the Board of Directors.

 

Article XIII. Fiscal Year

 

The cooperative fiscal year shall be from January 1 to December 31.

 

We, the undersigned, being all of the incorporators and members of the Clipper City Cooperative, do hereby assent to the foregoing by-laws and do adopt the same as the by-laws of said cooperative; and in witness whereof, we have hereunto subscribed our names, this 28th day of September, 2015.

 

Cath Pape                                               Jill Iverson

Kim Everett                                                         Katherine Wendt

Brenda Collins                                        Mary Larson

Amber Daugs