Legal

Canon Food Co-op 2011 Budget

INCOME – Total $3,300

Dues 24%

Market Sales 76%

Classes 0% (Classes are free to members)

EXPENSES – Total $3,300

1) Promotion/Marketing : 9%

2) Office Supplies and Expenses : 6%

3) Fees, Registrations, and meeting space funds : 9%

4) Education : 6%

5) Bulk Purchases (for sale to Co-op member or farmer’s market) : 61%

6) Equipment : 3%

7) Petty Cash : 6%

BOARD OF DIRECTORS’ RESPONSIBILITIES

The Board President’s responsibilities are here.

The Vice President’s responsibilities are here.

The Treasurer’s responsibilities are here.

The Secretary’s responsibilities are here.

CANON CO-OP BYLAWS

CANON CO-OP BYLAWS

Article 1. ORGANIZATION

Article 1.1 Name

The name of this organization shall be the Canon Co-op (“Co-op”).

Article 1.2 Purpose

The Co-op is organized on a cooperative basis to promote a sustainable economy and educate consumers on how to align buying and investing habits with values of peace, cooperation and environmental protection.  Its mission is a commitment to supporting local, organic and natural foods. We value healthy people, products and planet. We seek to share that awareness with the community through cooperation, education and celebration.

Article 1.3 Principal Office

The principal office of the Canon Co-op is in Fremont County in Canon City, Colorado.  The street and mailing address is 322 N. Diamond Ave., Canon City, CO 81212.

Article1.3.1 Principal Place of Business.

The principal place of business is defined as any or all of the following places:  a) Principal Office, b) one or more physical locations serving as retail or wholesale stores, c) Co-op meeting rooms, d) Co-op storage facilities, or e) other locations reasonably accessible by the membership.   Further, the principal place of business may be defined as an online website, blog location, Facebook site or other electronic or public media site where Co-op information is published by the Co-op.

Article 1.4 Fiscal Year

The Fiscal Year for the Co-op shall begin on the first day of January in each year and shall end on the last day of December of the same year.

Article 2. MEMBERSHIP

Article 2.1 Admission

Membership shall be voluntary and open to any individual that supports the purpose and mission of the Co-op.  Each individual must submit a written membership form with an accompanying membership fee.  In the event of questionable eligibility, admission shall be subjected to approval by the Board of Trustees (herein referred to as the Board) at any time before or within three months after admission to membership.

Article 2.2 Membership Fees

Membership fees shall be payable annually, the amount of which will be set by the Board.  The Board will review the fees periodically and may adjust the fees as deemed necessary.  Dues have been set initially at $25/year payable annually—no refunds will be given for withdrawals or terminations.  The Board may refund or rebate excess profits to existing members as a reduction in current or future period membership fees or in any other form equitable to members and  considered appropriate by the Board.

Members who engage in projects or activities on behalf of the Co-op that result in out-of-pocket expenses should be reimbursed for those out-of-pocket expenses, if approved by the Board and covered by the current Budget, unless the member waives reimbursement.  Proper documentation regarding the expense must be presented to and approved by the Treasurer in order for reimbursement to be made.

In some cases, members may engage in projects or activities that require expenditures that are hard to track or calculate for reimbursement by the Co-op or may provide services that have commercial value, as in situations where the Co-op would have to consider hiring outside services, facilities, or equipment if a member or members did not engage in that activity or provide that service.  In these cases, to avoid complicated calculations of the possible value of these services and assets, the Board may chose to offer that member a reduced or waived membership fee for the year.  This reduction or waiver must be reconsidered and approved by the Board each year upon the due date for that person’s membership fee.  Any such memberships with reduced or waived membership fees shall have full membership rights in the Co-op, including those related to voting, profit distribution, and sharing in dissolution.

Further, the Board may allow a limited number of reduced or waived membership fees for students or other individuals, in keeping with the Co-op’s educational goals, if such fee reductions are available in the current approved Budget.  Any such “scholarship” memberships shall not be entitled to participation in voting, profit distribution or dissolution sharing.

Article 2.3 Rights and Privileges of Membership

Each member, designated as an individual or household, shall have the following rights and privileges of membership:

Article 2.3.1 Voting Right

The right to vote for members of the Board of Directors, amendments to the Articles of Organization, amendments to the bylaws, and other matters that may be brought before the membership for a vote.  Each member is given one vote.

Article 2.3.2 Right to Attend Meetings

The right to attend monthly, quarterly or annual meetings, although the Board of Directors may determine a reasonable charge to defray the expenses of an annual meeting including, but not limited to meeting space rental, cost of refreshments, and so on.  Annual membership meetings shall be held annually on the third Sunday of August; time and place to be determined.

Article 2.3.3 Discount Rights

The right to a discount on purchases from the Co-op.  The Board may establish different classes of membership, membership fees, and/or discounts.

Article 2.3.4 Right to Attend Board Meetings

The right to attend Board of Directors meetings subject to space availability.  The Board shall have the right to exclude members who disrupt the Board of Directors meeting or in any way hinder the work of the Board of Directors.

 

Article 2.3.5 Right of Distributive Share

The right to participate in the distribution of net assets upon dissolution of the Co-op in accordance with Section 2.5.

Article 2.4 Non-Transferability

All membership rights are personal to the member.  Neither membership nor any financial interest in the Co-op may be assigned, bequeathed or transferred and any attempted assignment, bequest or transfer shall be void.  However, the membership and related financial interest of the Co-op may be assumed by a substantially similar organization, provided that the circumstances are disclosed and the membership affirmatively votes for the transfer.

Article 2.5 Rights on Dissolution

Each member shall have one share in the dissolution of the Co-op for each continuous year of membership at the time of the dissolution.

Article 2.6 Termination

Membership may be terminated in either of the following ways (a) voluntarily by a member upon notice of the Co-op; (b) nonpayment of annual membership dues (although the Board shall have broad discretion in accepting late dues for continuous membership); or (c) for cause, including willful violation of the bylaws, by the Board after an opportunity for the member to be heard and present information.

Article 2.7 Review and Appeal of a Termination

Any member terminated under Section 2.6 above may appeal the decision within three months of the Board’s action by calling for a review by an ad hoc appeals committee.  The committee shall consist of four Board members and four impartial members.  The decision of the appeals committee will be final.

Article 3  MEETING STRUCTURE AND FORM

Article 3.2 Special Meetings

Special meetings may be called on written or email request of no less than ten (10) percent of the membership delivered to the Secretary.  Special meetings also may be called by the Board.

Article 3.3 Notice

Regular membership meetings will be held at the meeting place and time designated on the Co-op website or at any Co-op place of business unless members are notified otherwise.  Written notice stating the time and place of any meeting of members shall be delivered by email or, if email is not available to a specific member or members, by other mechanism approved in advance by the Board on a case by case basis.  Notice of revisions to the regular membership meetings or other meetings called by the Co-op shall be delivered not less than five (5) days or more than thirty (30) days before the date of the meeting.  Materials that impartially describe the candidates for election or issues for decision may accompany notices.  Notices also may be accompanied by statements of the Board as to its positions on any issue for decision.  In addition, notice shall be available at the principal place of business for any member to retrieve or access.

 

Article 3.4 Voting

Each member or household member shall have one vote upon any matter submitted to a vote of the members, regardless of the number of shares in dissolution or continuous years of membership.  Election of trustees shall be by written ballot, which may include email or electronic voting so long as the voter’s eligibility can be verified.  Voting on other issues may be by voice or written ballot, including email or electronic ballots, at the option of the president.  All written ballots or voting by the members shall take place by email, by ballot box in the store (if any), by mail if approved in advance on a case by case basis by the Board, and, at the annual meeting, a special meeting of the members, or, at the call of the Board, by a special ballot, distributed to all members with information deemed adequate by the Board explaining the issue to be decided.   Depending on the nature of the issue being voted, the standard mechanism for voting will be either voice vote at a membership meeting or by electronic ballot after notification to members by email or other electronic communication.  Voting by proxy at any meeting, or through any other voting mechanism, is not permitted.

Article 3.5 Quorum and Decision Making

Except as otherwise required by law, no quorum shall be necessary for the transaction of business at any meeting of members and a majority of those voting shall constitute a valid vote of members.

Article 3.6 Issues Submitted by the Members

By petition, members may submit issues to be considered at a meeting of members.  Petitions must be signed by twenty (20) members, and be submitted to the Board sixty (60) days before the date of the meeting of the members.  In the event that there are less than 20 current members, then such petitions must be signed by a minimum of 50% of existing members.

Article 4  BOARD OF TRUSTEES

Article 4.1 Powers

The management of the business and property of the Co-op shall be directed and controlled in the interests of the members by a Board of Trustees (“Board”).  The Board shall consist of seven (7) individuals elected by and accountable to the members of the Co-op.

Article 4.2 Qualifications

To be qualified as a trustee, a person must be a member for at least six (6) months, with the exception of trustees elected in the first six (6) months of organization, and not be a paid staff member of the Co-op other than the General Manager.  A trustee shall not be associated with interests adverse to the Co-op’s mission.  The remaining trustees shall have the right to determine whether a person is disqualified for having interests adverse to the Co-op.

Article 4.3 Nominations

Candidates for trustees shall be nominated by the Board, by a committee designated by the Board, or by any member at a meeting or through email or other electronic communication mechanism prior to the deadline set each year by the Board for receiving nominations.

 

Article 4.4 Election and Terms

Trustees shall serve two-year terms and shall be those candidates receiving the greatest number of votes in an election of trustees.  Election of trustees shall be staggered so all Trustees are not elected in the same year.  Trustees shall begin serving after election results are announced and at the end of the board meeting immediately following their election.

Article 4.5 Conflicts of Interest

Trustees shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board.  They must absent themselves from deliberation or decision upon the matter.

Article 4.6 Removal

A trustee may be removed and replaced at any time by vote of the members with or without cause.  Upon receipt of petitions for removal signed by twenty (20) members, the Board shall promptly call a regular or special meeting of members. In the event that there are less than 20 current members, then such petitions must be signed by a minimum of 50% of existing members.  A trustee may be removed by the Board only for cause after a fair hearing at which the trustee is given the opportunity to be heard and to present evidence.  Any trustee who is absent from two (2) meetings of the Board within a period of one (1) year shall be subject to a discretionary vote of the Board for removal as a Trustee without a right of hearing.

Article 4.7 Vacancies

Any vacancy among Trustees occurring between annual meetings, except Trustees removed and replaced by the membership, may be filled by the Board for the remainder of the unexpired term.  If a trustee is removed by the membership, the membership shall immediately elect a replacement to fill the unexpired term.

Article 4.8 Chair

The Board of Trustees may select from among its members a chairman to run the meetings of the Board of Trustees.  The same member of the Board of Trustees may serve in the capacity of both chairman and president or any other officer of the Co-op.

Article 5  TRUSTEE MEETINGS

Article 5.1 Convening

Meetings of the Board shall be held as often as the Board deems necessary, but will occur no fewer than four (4) times each year.

Article 5.2 Notice

Notice of each meeting of the Board shall be given to each Trustee at least three (3) days before the meeting.  Notice also shall be posted at the principal place of business in a conspicuous manner.  The business to be transacted at the meeting need not be specified in the notice.

 

Article 5.3 Quorum and Decision Making

Except as otherwise required by law or by these by-laws, a majority of the sitting Trustees shall constitute a quorum for the transaction of business at any meeting of the Board and a majority of those present and voting shall constitute a valid vote.

Article 5.4 Referendum

At the request of three (3) or more Trustees, a decision of the Board of Trustees shall be referred to a meeting of the members.  The decision shall stand unless and until it is annulled or modified by members.  Such modification shall not impair the right of third parties previously acquired.

Article 6  DESIGNATION AND DUTIES OF OFFICERS

Article 6.1 Designation

The officers of the Co-op shall be selected by the Board and shall consist of a President, Vice President, Secretary, and Treasurer.  All such officers must be Trustees.  All officers shall be selected annually and may be removed as officers with or without cause at any time by the Board.

Article 6.2 Duties

Officers shall have the following duties together with such other duties as may be determined by the Board: (a) the President shall sign formal documents on behalf of the Co-op as authorized or directed by the Board: (b) the Secretary shall oversee the keeping of minutes of all meetings of members and the Board:  (c) the Treasurer shall oversee financial affairs of the Co-op and the filing of all required reports and returns: and (d) the Vice President shall assist the President, Secretary and Treasurer with their designated duties as needed.

Article 7 INDEMNIFICATION RIGHTS AND LIMITATIONS

Article 7.1 Rights

Subject to the conditions and limitations in this Article and to other rights that may be accorded under Colorado law, the Co-op shall indemnify its trustees, officers and committee chairpersons, including those formerly holding such positions, against all liabilities and expenses, including reasonable attorneys’ fees, to which they may become subject by reason of their positions with the Co-op or their services in its behalf.  Such indemnification shall include direct payment of liabilities and expenses and shall apply whenever such person was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative.  Any indemnification payment or advance of expenses that arises out of a proceeding by or in the right of the Co-op shall be reported in writing to members with or before the notice of the next meeting of members.

Article 7.2 Limitations

No indemnification shall be provided unless the person to be indemnified: (i) is successful on the merits in defense of the proceeding; (ii) is determined by the court to be fairly and reasonably entitled to indemnification in view of all the relevant circumstances; or (iii) is determined in accordance with procedures required under Colorado law to have acted in good faith and in the reasonable belief that his or her actions were in the best interests of the Co-op and in regard to criminal proceedings, to have had no reasonable cause to believe that his or her actions were unlawful.  In any proceeding by or in the right of the cooperative or in which such person is charged with receiving an improper personal benefit, indemnification shall be provided only as to reasonable expenses and only if the person is either adjudged not liable to the Co-op on such bases or determined by a court to be fairly and reasonably entitled to indemnification in view of all the relevant circumstances.  Payments pursuant to indemnification obligations shall be made promptly, but only in such increments and at such times as will not jeopardize the ability of the Co-op to pay its other obligations as they become due.  This limitation shall not apply to the indemnification of persons who have personally signed guarantees for the Co-op’s accounts or debt upon which the Co-op has defaulted.

Article 8  NOTICE AND WAIVER OF NOTICE

Article 8.1 Notice

Any notice required under these by-laws shall be deemed delivered when deposited in the United States mail with names and addresses as they appear in the records of the Co-op.  Any notice sent by email and confirmed with a response will also be deemed delivered.

Article 8.2 Waiver of Notice

Any notice of the meeting required under these by-laws may be waived in writing at any time before or after the meeting for which notice is required.  The attendance of any person at a meeting, including by authorized representative, shall constitute a waiver of notice of the meeting except where the person attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully endorsed.  Nothing in this paragraph authorizes voting by proxy.

Article 9 SEVERABILITY AND AMENDMENTS

Article 9.1 Severability

In the event that any provision of these by-laws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these by-laws.

Article 9.2 Amendments

Members may amend these by-laws provided that the proposed amendments are fully stated in the notice of the meeting of members.

Log of Amendments:

February 2012:

Sections 6.1 and 6.2 were amended February 2012 to provide for an additional officer position of Vice President.

Amendments approved at General Meeting on March 17, 2013:

  1. Article 1.3.1 Principal Place of Business:  added to define Principal Place of Business

  2. Article 2.2 Membership Fees:  modified to define method of distribution of excess profits to members and to document provisions for reduced or waived membership fees

  3. Article 2.3.2 Right to Attend Meetings:  modified to change annual meeting to third Sunday in August

  4. Article 3.3 Notice:  modified to reduce requirement for notice of meetings from a minimum of 30 days to not less than 5 days or more than 30 days prior to the meeting; also to specify preference for notification by email or other electronic means.

  5. Article 3.4 Voting:  modified to indicate preference for electronic voting for Trustee elections and voice vote or electronic voting for other issues.

  6. Article 3.5 Quorum and Decision Making:  modified to correct typographical error.

  7. Article 3.6 Issues Submitted by the Members:  modified to allow for the submission of issues by the lesser of (a) 50% percentage of membership, or (b) a fixed number of 20 members.

  8. Article 4.3 Nominations:  modified to allow nominations to be made by email and to required nominations be submitted a reasonable amount of time prior to the vote.

  9. Article 4.4 Election and Terms:  modified to correct typographical error

  10. Article4.6 Removal:  modified to allow for the submission of petitions to remove Trustees by the lesser of (a) 50% percentage of membership, or (b) a fixed number of 20 members.

  11. Article 5.1 Convening [Trustee Meetings]:  modified to reduce the required number of Board meetings from 6 to 4 per year.

  12. Article 7.2 Limitations:  modified to correct typographical errors

 

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