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Handout 7.3 - Bylaws
Bylaws
_________________________ (name
of cooperative)
ARTICLE I - Purposes and Powers
The purposes for which ___________________(name of cooperative) is formed
and the powers which it may exercise are set forth in the Articles of
Incorporation.
ARTICLE II - Membership
Section 1. Qualifications. Any person (specify any restrictions,
i.e., age, group, etc.), regardless of race, color, sex, or national
origin, and who agrees to be a patron of the cooperative, and who pays such
membership fees and meets such other conditions as prescribed by the board
of directors, may become a member of the cooperative This cooperative
shall issue a certificate of membership to each member, which shall be in
the form prescribed by the board of directors but shall not be
transferable.
Section 2. Suspension or Termination. If, after a hearing, the
board of directors finds that a member has ceased to be an eligible member,
it may suspend his/her rights as a member or terminate his/her membership.
Upon termination of membership in the cooperative, all rights and interests
of such member in the cooperative shall cease and such a member shall be
entitled only to payment or credit not to exceed the par value of his/her
common stock certificate.
ARTICLE III - Meeting of Members
Section 1. Annual Meeting. The annual meeting will be held
_______________ (specify time and date).
Section 2. Membership Meetings. Membership meetings of the
cooperative will be held ________________(specify when, e.g., second Monday
of each month).
Section 3. Special Meetings. Special meetings of the
members of the cooperative may be called at any time by order of the board
of directors.
Section 4. Notice of Membership and Special Meetings. Oral,
written, or printed notice of every membership and special meeting of
members shall be prepared and given, announced, or mailed to each member
not less than (specify length of time) before such meeting. Such notice
shall state the objectives, the time, and the place of the meeting. At
special meetings, no business shall be transacted other than that referred
to in the meeting notice.
Section 5. Voting. Each member shall be entitled to only one vote
upon each matter submitted to a vote at a meeting of the members. All
questions shall be decided by a vote of a majority of the members voting
thereon. Voting by proxy (shall or shall not) be permitted.
Section 6. Quorum. Fifty-one percent of the members present shall
constitute a quorum.
ARTICLE IV - Directors and Officers
Section 1. Number and Qualifications of Directors. The
cooperative shall have a board of ___ members. Each director
shall be a member of the cooperative in good standing. If two-thirds of the
members at a regular meeting find, following a hearing, that any director
is not performing duties adequately, that person shall cease to be a
director.
Section 2. Election of Directors. At the organizational or annual
meeting of the members of the cooperative, directors shall be elected. (Specify
how directors will be elected, i.e., at large, representing groups or
geographic areas, etc.). All directors shall be elected by secret ballot.
Section 3. Term of Office. The term of office shall be
_______________ (length of time).
Section 4. Adult Resource. At least one adult shall be invited to
serve as a resource person to the board of directors.
Section 5. Election of Officers. The board of directors shall
meet within (specify time) after the organizational or annual meeting and
shall elect by ballot a president, vice president, secretary, and
treasurer, each of whom shall hold office until the election and qualification
of his/her successor unless earlier removed by death, resignation, or for
cause. An officer may be removed at any time by a two-thirds vote of the
board of directors. When an office is vacated by death, resignation, or
removed for cause, the board of directors at its next meeting shall elect
by ballot a successor.
Section 6. Duties of Officers and Manager. The duties of the
president shall be to preside at all director meetings, preside at all
cooperative member meetings, and such other duties as may be prescribed by
the board.
The vice president shall work with and act in the absence of the
president.
The secretary shall see that the membership roll is in order and keep
the minutes of all board and membership meetings.
The treasurer shall keep the record of all business transactions and
provide the auditor all financial information necessary for preparing the
final operating statement and balance sheet at dissolution of the
cooperative.
The manager shall perform such duties and shall exercise such authority
as the board may assign to him/her. This person shall be responsible
for the efficient conduct of business operations. He/she shall render
reports in the form and manner prescribed by the board. He/she shall
appoint, supervise, and dismiss any staff carrying out the functions of the
cooperative.
Section 7. Vacancies. Whenever a vacancy occurs on
the board of directors, other than the expiration of a term of office, the
remaining directors shall appoint a member to fill the vacancy until the
next regular membership meeting. At the next membership meeting
___________________________ (specify how the vacancy will be filled). The
election shall be conducted by secret ballot.
Section 8. Board Meetings. In addition to meetings mentioned
above, the meetings of the board of directors shall be held at such times
and places as the board or president and secretary may determine upon oral
or written notice, not fewer than (specify length of time) before the
meeting.
Section 9. Compensation. No member of the board shall occupy any
position in the cooperative on a regular salary.
Section 10. Quorum. A majority of the board of directors shall
constitute a quorum at any meeting of the board.
ARTICLE V - Duties of Directors
Section 1. General Powers. The board shall direct the business
affairs of the cooperative and shall exercise all the powers of the
cooperative except such as are reserved by law, the articles of
incorporation, or these bylaws conferred upon or reserved to the members.
The board shall not adopt such policies, rules, and regulations
inconsistent with law, the articles of incorporation, or these bylaws.
Section 2. Appointment of a Manager. The board of directors shall
have the power to appoint a manager, define his/her duties, and fix
compensation. The manager shall not be a member of the board of directors.
Section 3. Auditor. The board of directors shall appoint an adult
auditor to audit the treasurer's books and present a certified operating
statement and balance sheet to the directors.
ARTICLE VI - Dissolution
Upon the dissolution of this cooperative, all debts and liabilities of this
cooperative shall be paid according to their respective priorities.
Distribution of savings may be made at the recommendation of the board
of directors and subject to the majority vote of the members on all or any
portion of the savings and may be distributed in any of the following ways:
1. Declare patronage savings be returned to all patrons in
proportion to their use.
2. Declare patronage savings be returned only to those patrons who
are members of the cooperative in proportion to
their use.
3. Declare an equal patronage savings be returned only to those
patrons who are members of the cooperative.
4. Set aside funds toward a banquet or some other activities
determined by membership at the time of dissolution.
5. Any combination of the above listed.
Upon unanimous recommendation of the board of directors and unanimous
vote of the membership, all or any part of the membership fees and/or net
margin and/or savings of this cooperative may be given to any worthwhile
cause in keeping with the purpose of the __________________ (name of
sponsoring group) .
ARTICLE VII - Amendments
Bylaws may be amended or altered at any regular or special meeting of the
members called for that purpose, by a majority of the members voting
thereon.
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