Metro Detroit Crunchy Cooperative Bylaws
ARTICLE I. MEETINGS
Section 1. (Annual Meetings) The annual meeting of the members shall be held in the territory served by this cooperative annually at such time as may be determined by the Board of Directors of this cooperative. Meetings will take place before June 30th of each year.
Section 2. (Special Meetings) The president shall cause a special meeting of the members to be called upon a written request of at least twenty percent (20%) of the voting members, or upon a majority vote of the directors. The notice of the time, place, and purpose of such special meetings shall be issued within ten (10) days from and after the presentation of such petition, and such special meeting shall be held within thirty (30) days from and after the day of presenting the petition. No business shall be considered at such meeting except as may be mentioned in the call and included in the notice of the meeting.
Section 3. (Notice of Meeting) The Secretary 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 regular MDCC communications.The secretary shall execute a certificate setting forth a correct copy of such notice and showing the date of mailing or publication thereof. The failure of any member to receive any such notice of the annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such annual or special meeting.
Section 4. (Voting) Each member household (Classes B-D) shall be entitled to one vote on each matter submitted to a vote of members. No member shall be allowed to vote by proxy. Voting by mail and voting by electronic means shall be allowed on all matters that members are entitled to vote upon if authorized by the Board of Directors.
Section 5. (Quorum, Members) At any regular or special meeting of the voting members, a quorum necessary for the transaction of business shall be at least ten percent (10%) of the total number of voting members of this cooperative, except that when the number of members shall exceed five hundred (500), fifty (50) voting members present shall constitute a quorum. Should there not be a quorum of members at a membership meeting, voting may take place by mail or an approved electronic voting system in order to obtain the requisite number of members for transaction of business.
Section 6. (Presiding Officer) The President or the President’s designee shall preside at all meetings of the members.
Section 7. (Regular Directors’ Meetings) Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors, by proper resolution duly adopted and recorded upon the minutes, shall from time to time determine. Each member of the Board shall be duly notified by mail or phone in advance of any such meeting.
Section 8. (Special Directors’ Meetings) Special meetings of the Board of Directors may be called by the president or by a majority of said Board. Each member of the Board of Directors shall be duly notified of all such meetings.
Section 9. (Special Meeting Content) No business except that mentioned in call for special meeting of the Board of Directors shall receive final action at said meeting. A majority of the directors shall constitute a quorum at all meetings of the Board, and a majority vote of the members present shall decide all questions. Presence at a meeting shall constitute a waiver of notice of such meeting.
Section 10. (Board Meeting Quorum and Voting) A quorum of the Board of Directors shall consist of a majority of the directors. A majority vote of a quorum of the Board of Directors shall decide all questions except where a greater vote is required by the Articles of Incorporation, these Bylaws or law.
Section 11. (Action without Board Meeting) Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all directors consent thereto in writing and the writing or writings are held with the minutes or proceedings of the Board of Directors.
Section 12. Meeting agendas for annual meetings shall be set by the Board of Directors. The Board shall post notices inviting members to submit agenda items at least twenty-one (21) days before the final agenda is compiled. The final agenda must include items submitted by members. 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.
ARTICLE II. MEMBERSHIP
Section 1. (Qualifications) Any adult individual over the age of 18, cooperative, or non-profit organization may apply for membership in accordance with the terms established by the Board of Directors. This cooperative shall not discriminate on social or political grounds or on the basis of race, creed, age, sex, handicap, sexual preference, or marital status.
Section 2. (Application) Application for membership shall be made in writing on a form provided by this cooperative. All applications are subject to approval by the Board of Directors. Upon approval by the Board of Directors of the membership application, the prospective member must sign a purchase agreement for their chosen class membership (A-D). Membership Class A receives no share in the cooperative but has access to some of the goods & services of the cooperative. Membership Classes B-D each have one (1) share in the cooperative. Memberships are good for one fiscal year. Memberships are to be renewed each July. Members may choose a different membership Class each year. Details for withdrawal of membership in Section 5.
Class A Membership is an annual fee of $25 which gives access to the Co-op’s website and Facebook group, participation in co-op buys such as Country Life, Frontier, CSA’s as well as other member run-purchase buys.
Class B Membership is an annual fee of $50, has the same as Class A plus has access to the online store & share of annual dividends.
Class C Membership is an annual fee of $150, has the same as Class A & B, plus 15% off Jake’s Store Items and 20% off Graham’s Store Items.
Class D Membership is an annual fee of $250, has the same as Class A, B, & C, plus has waived handling fee from the co-op store.
Section 3. (Receipt of Bylaws) Each new member shall receive a copy of the Articles and Bylaws of this cooperative electronically unless otherwise requested.
Section 4. (Current Address) Each member agrees to provide this cooperative with a current address, current email address, and social media contact. This obligation continues as long as the member has any interest in this cooperative.
Section 5. (Termination or Withdrawal of Membership) If a member fails to comply with the requirements of these Bylaws or the terms of the membership agreement, or indicates in writing the intent to withdraw from this cooperative, this cooperative through its Board of Directors may elect to terminate the membership. Their membership dues are then forfeited. They may choose to reapply the following year.
Section 6. (Restrictions on Transfer) Every member agrees that the capital stock can only be transferred to this cooperative upon prior written approval by the Board of Directors. The stock of this cooperative is not transferable in any other event.
Section 7. (Member Information) This cooperative’s policy is to take commercially reasonable measures to protect against the disclosure of member names and contact information to third parties not affiliated with the cooperative, subject to compulsory disclosure as required by law, court order, administrative proceeding or other governmental action.
ARTICLE III. DIRECTORS AND OFFICERS
Section 1. (Number of Directors and Term) The Board of Directors shall be composed of five (5) Directors, working pro-bono and elected by membership ballot at the time of the annual meeting of this cooperative. The Board of Directors may increase the number of Directors to seven (7) Directors upon a majority vote of the Board of Directors approving such increase. Every Director shall be a member in good standing of this cooperative. The normal term of service for Directors shall be three (3) years.
Section 2. (Vacancies and Alternates) Any vacancy in the Board of Directors, except as may be caused by removal by the members, shall be filled until the next annual meeting by the remainder of the Board of Directors at their discretion. If the number of directors falls below three (3), a special meeting will be held to fill the vacancies.
Section 3. (Election of Officers) The Board of Directors shall meet within forty-five (45) days after the first election and after each annual election, and shall elect by ballot from their number a president, vice-president, secretary, treasurer, and member seat. Directors and officers shall hold office until their successors shall have been elected and qualified.
Section 4. (Compensation) The compensation, if any, of the Board of Directors shall be determined by resolution of the Board of Directors of this cooperative at any regular or special meeting called for that purpose. Any such resolutions regarding compensation that are adopted by the Board of Directors shall be announced to the members of this cooperative at the next regular or special meeting of the members. Directors shall be entitled to reimbursement for actual expenses incurred in attending board meetings or any other business of this cooperative when such expense accounts have been approved by at least a majority vote of the directors. Compensation of the officers shall be set by the Board of Directors.
Section 5. (Removal by Directors for Cause) Any director of this cooperative may be removed from office for cause related to the duties of the position of director, at any regular or special meeting of the Board of Directors, by a majority vote of all of the remaining directors. No director shall be removed from office under this section unless such director has been informed of the meeting at which the matter is to be considered at least twenty-one (21) days before such meeting. Such notice shall be by registered mail addressed to the director at that individual’s last known address, and the director shall be entitled to be heard at such meeting, except a director may be removed without notice at a meeting of the Board of Directors for failure to attend the required number of Board meetings. In case of removal under this section, the remaining directors may fill the position as provided in Section 2 hereof.
ARTICLE IV. DUTIES AND POWERS OF DIRECTORS
Section 1. (Management of Business) The Board of Directors shall govern the business and the affairs of this cooperative and make all necessary rules and regulations not inconsistent with law or with these Bylaws, for the management of the business and the guidance of the officers, employees, and agents of this cooperative.
Section 2. (Bonds of Employees) The Board of Directors may require any officers, employees and agents charged by this cooperative with responsibility for the custody of any of its funds or property to provide a fidelity bond in such sum as the Board of Directors determines. Such bond shall be furnished by a responsible bonding company or other surety satisfactory to the directors, and the cost thereof shall be paid by this cooperative.
Section 3. (Audits) The Board of Directors shall examine all accounts at their regular meetings at least four (4) times a year. The Board may require such other audits as it may, from time to time, determine as necessary.
Section 4. (Contract Positions) The Board of Directors will designate three salary contract paid positions to manage the co-op including CEO, COO, & CFO. These salaries will be determined by the Board of Directors and applied to the annual budget.
Section 5. (Annual Budget) The Board shall adopt an Annual Budget for the entire co-op. The proposed annual budget will be available upon request during normal business hours for at least 14 days before adoption.
ARTICLE V. DUTIES AND POWERS OF OFFICERS
Section 1. (President) The president shall:
(a) Preside over all meetings of this cooperative and of the directors.
(b) Sign as president, all notes, deeds and conveyances of real estate, as well as certificates of stock of this cooperative.
Section 2. (Vice-President) In the absence or disability of the president, the vice-president shall preside and perform the duties of the president.
Section 3. (Secretary) The secretary shall:
(a) Keep a complete record of the meetings of this cooperative and of the Board of Directors.
(b) Sign as secretary, with the president, all notes, deeds and other conveyances, as well as all certificates of stock of this cooperative.
(c) Serve all notices required by law.
(d) Perform such other duties as may be required by this cooperative or the Board of Directors.
Section 4. (Treasurer) The treasurer shall:
(a) Receive and disburse all funds of this cooperative.
(b) Keep a complete record of all financial transactions of this cooperative and perform such other duties pertaining to the office of treasurer as may be required by the Board of Directors.
(c) Shall cause to be prepared and submit in printed form to the annual meeting of the members a complete and detailed report of the current year’s business which 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. Such statements shall be in sufficient quantities so that each member attending such meeting may have a copy. The treasurer shall submit such monthly reports as may be required by the Board of Directors. The Board of Directors may substitute the report of a disinterested accountant who has made the audit of this cooperative’s records and accounts.
(d) The Board of Directors may delegate the duties enumerated in this section to some employees or agents of this cooperative.
Section 5. 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.
ARTICLE VI. DUTIES OF CONTRACTED EMPLOYEES
Section 1. (Chief Executive Officer) The CEO will be in charge of marketing and customer service to include answering emails, social media & webpage inquiries, creation of sales and marketing posts on social media as well as quarterly emails updating members on sales, dates and changes. This position is for as little as 312 hours and no more than 416 hours per year paid by contract 1099. This position may be revised each year and salary increases will be given based on the cost of living, and to be determined by the Board of Directors.
Section 2. (Chief Operating Officer) The COO will be in charge of the weekly process of the online store. Placing orders with vendors, follow up, employing the proper staff, set up and clean up, dispersion of goods to members, and communication with members of the weekly operation. This position is for as little as 312 hours and no more than 416 hours per year paid by contract 1099. This position may be revised each year and salary increases will be given based on the cost of living, and to be determined by the Board of Directors.
Section 3. (Chief Financial Officer) The CFO will be in charge of doing the daily books for the co-op. Creation and implementation of budget proposals based on co-op needs as well as closing the books each quarter and publishing financials. This position is for as little as 312 hours and no more than 416 hours per year paid by contract 1099. This position may be revised each year and salary increases will be given based on the cost of living, and to be determined by the Board of Directors.
Section 4. (Virtual Assistant) The VA may be retained by the Board of Directors to operate 8-12 hours each week in virtual assisting via Trello application. This position requires a non-disclosure contract and paid by contract 1099.
Section 5. Hourly Employees will be hired by the COO when needed to aid the packing and sorting for the weekly store. This position is paid by contract 1099.
ARTICLE VII. FINANCES
Section 1. (Fiscal Year) The fiscal year of MDCC is July 1-June 30 of each year.
Section 2. (Cash Reserves) 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.
Section 3. (Loans) The Co-op may borrow money 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.
Section 4. (Net Savings) Any net savings on operations may be rebated to members based on patronage and membership class or held as retained earnings for reserves or investment.
Section 5.(Dividends) At the end of each fiscal year, inventory will be counted and books marked as closed. ¼ of the following fiscal’s operating costs will be set aside as well as purchasing of items to set the co-op up for success the following year according to the annual budget proposed. All additional profit will be dispersed equally among good standing Class B, C & D members who have spent at least $500 in the store in the fiscal year. Dividends will come in the form of a check from the co-op or as a credit toward future co-op purchases from the online store.
Section 6. (Dissolution) Upon dissolution or liquidation of this cooperative, the debts and liabilities of this cooperative shall first be paid according to their respective priorities. When those debts and liabilities are satisfied, members shall then be paid the par value of their shares and payment shall be made in the order of preference as stated in the Articles of Incorporation. The remainder of the property, if any, shall be distributed among the members and stockholders in accordance with their interests in the reserves and surplus as shown on the records of this cooperative.
ARTICLE VII. MEMBER TAX CONSENT Each member of this cooperative shall, by becoming a member, consent that the amount of any distributions with respect to such member’s patronage occurring in any fiscal year which are made in written notices of allocation (as defined by 26 U.S.C. 1388, the Internal Revenue Code) and which are received by such member from this cooperative, will be included in such member’s income in the manner provided in 26 U.S.C. 1385 in the taxable year in which such written notices of allocation are received. It is the intent of this Bylaw to provide a consent binding on all members who retain or obtain membership in this cooperative after the adoption of this Bylaw and receipt of a written notification and copy of this Bylaw, for the purpose of making such distributions “qualified written notices of allocation” within the meaning of the U.S. Internal Revenue Code.
ARTICLE IX. LIMITED LIABILITY AND INDEMNIFICATION
Section 1. (Indemnification) This cooperative shall indemnify each person who is or has been a director, officer, employee or contractor of this cooperative, and each person who is serving or who has served at the request of this cooperative as a director, officer, or employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her to the fullest extent of his or her right to indemnity under current Michigan Corporation Law.
Section 2. (Limited Liability) A director is not personally liable to this cooperative or its members for monetary damages for breach of fiduciary duty except in the following circumstances: a) for a breach of the director’s duty of loyalty to this cooperative or its members; b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; c) for a transaction from which the director derived an improper personal benefit; or d) for an act or omission occurring prior to the date these amended articles of incorporation became effective.
ARTICLE X. AMENDMENTS
Section 1. (Amendments) These Bylaws may be amended, repealed or altered, in whole or in part, as provided by law, by a majority vote of the members voting in person or by mail at any annual meeting of the members or at any special meeting of the members when such action has been duly announced in the call of the special meeting