[cgfc] bylaws...

[Eric J. Menzel]

I have been notified that the initial  posting of this email came out 
with a coded attachment.  I am resending it for that reason.  Sorry if 
you have already received this.

Coop Members,

The Board is hereby sending out a version of the CGFC Bylaws document 
in order for you to look over, familiarize yourself with it, ask any 
questions of the Board for clarification, submit any comments or 
concerns to the Board for specific sections of the document, and 
generally speak to those issues you want dealt with before we present 
the bylaws to the membership at the GMM in the coming new year (likely 
Jan. 25 or Feb. 1).
We will take comments up until December 1st, allowing us time to 
address member issues and then send the bylaws onto our lawyer for 
approval.  Once he approves/edits the document, we will make final 
changes and present those to the membership for your approval.

This is a very important issue for the Coop and will effect the way our 
organization operates in the future.  We value your input and will 
consider any issue you have seriously.

Thank you,
Your Board





BYLAWS OF COMMON GROUND FOOD COOP
Proposed 10/22/2003


Article I
Organization

Section 1.1 - Name.  The name of the organization is Common Ground Food 
Cooperative (referred to in these bylaws as "the Coop.")

Section 1.2 - Purposes.  The purpose of the Common Ground Food Coop is 
to: offer wholesome food at a fair price; provide information to its 
members and community about food, nutrition and the socio-economics of 
food production and distribution; and educate its members and community 
about Cooperative values all while promoting an environmentally sound, 
economically viable and socially just food production and distribution 
system.

Section 1.3 - Cooperative principles.  The Coop shall be operated in 
accordance with cooperative principles adopted by the International 
Cooperative Alliance, including the following: (i) voluntary and open 
membership without arbitrary discrimination; (ii) democratic governance 
by members with equal voting rights among members and opportunity for 
participation in setting policies and making decisions; (iii) economic 
participation by members with members equitably contributing to and 
democratically controlling the capital of the Coop, and with earnings 
being equitably applied to the benefit of members in proportion to 
their patronage of the Coop, to the development needs of the Coop, and 
to the provision and extension of common services; (iv) autonomy and 
independence of the Coop as a self-help organization controlled by its 
members being strictly maintained; (v) educating and training members, 
directors, managers and employees so they can contribute effectively to 
the development of the Coop, and informing the general public about the 
nature and benefits of cooperation; (vi) strengthening the cooperative 
movement by working with other cooperative organizations at all levels; 
and (vii) working for sustainable development of the Coop's community.

Section 1.4 - Principal office.  First floor of the Illinois Disciples 
Foundation, 610 East Springfield, Champaign, Illinois, 61820, (217) 
352-3347


Article II
Membership

Section 2.1 - Admission.  Membership in the Coop shall be voluntary and 
open to any individual or any organization that desires to use the 
services of the Coop and is willing to accept the responsibilities of 
membership.  Applicants will be admitted to membership upon submitting 
required information and purchasing or subscribing to purchase equity 
at a price determined by the Board of Directors, which price may vary 
in accordance with the financial circumstances of the purchaser. 
Members will be grouped into one of the following categories: 
Non-worker, Worker, Core-worker, House, Family, or Organization.  
Detailed descriptions of all member types can be found in Board 
Procedures.  In case of doubtful eligibility, membership shall be 
subject to approval by the Board.

Section 2.2 - Equity.  Each member shall keep current in payment of 
equity, permitting them to all rights and entitlements as stated in 
these bylaws.

Section 2.3 - Rights.  Each member shall be entitled to make purchases 
from the Coop on terms generally available to members, and to 
participate in the governance of the Coop as set forth in these bylaws. 
  Members may contribute labor or services and thereby be entitled to 
receive benefits, as determined by the Board found in Board Procedures.

Section 2.4 - Access to information.  Members shall be provided 
reasonably adequate and timely information as to the organizational and 
financial affairs of the Coop.  Members shall be provided access to the 
books and records of the Coop at all reasonable times and for any 
proper purpose.  The Board may deny such access if it reasonably 
determines that the purpose of such access is not directly related to a 
legitimate interest of the members and is contrary to the best 
interests of the Coop.  The Board may also provide a reasonable 
alternative to such access that adequately accommodates a proper 
purpose.

Section 2.5 - Settlement of disputes.  In any dispute between the Coop 
and any of its members or former members which cannot be resolved 
through informal negotiation, it shall be the policy of the Coop to 
prefer the use of mediation whereby an impartial mediator may 
facilitate negotiations between the parties and assist them in 
developing a mutually acceptable settlement.  No party with a grievance 
against the other shall have recourse to litigation until the matter is 
submitted to mediation and attempted to be resolved in good faith.

Section 2.6 – Non-transferability.  Membership rights and interests may 
not be transferred except to the Coop.  Any attempted transfer contrary 
to this section shall be wholly void and shall confer no rights on the 
intended transferee.

Section 2.7 - Termination.  A member may terminate their membership 
voluntarily at any time upon notice to the Coop.  The Board is the only 
body that can involuntarily terminate a membership, provided the 
accused member is first accorded an adequate opportunity to respond to 
the charges in person or in writing.  Actions leading to termination 
are set by the board and can be found in Board Procedures.  Upon 
termination of membership, all rights and interests in the Coop shall 
cease except for rights to redemption of capital pursuant to Articles 
VII of these bylaws.


Article III
Meetings of Members

Section 3.1 - Quarterly meetings.  Quarterly meetings of members shall 
be held in the first month of each quarter to receive reports on 
operations and finances, to approve and review an annual budget, and to 
conduct such other business as may properly come before the meeting, 
for all business and activities occurring in the previous quarter.

Section 3.2 - Special meetings.  Special meetings of members may be 
called by the Board if deemed necessary, or upon receipt of petitions 
signed by greater than twenty members or ten percent of all membership, 
such petitions stating the business to be brought before the meeting.  
Any business conducted at a special meeting other than that specified 
in the notice of the meeting shall be of an advisory nature only.

Section 3.3 - Time and place.  The date, time and place of all meetings 
of members shall be determined by the Board or, in the event that the 
Board fails to so act, by the Secretary.  Meetings shall be held at a 
time and place convenient to members.

Section 3.4 - Notice.  Notice of the time and place, and in the case of 
a special meeting the purposes of the meeting, shall be delivered to 
each member not less than two weeks before the date of the meeting.  
The Coop shall also endeavor to post the notices of meetings in a 
timely manner and in a conspicuous place in the Coop's store.

Section 3.5 - Record dates.  Unless otherwise determined by the Board, 
only persons who are members at the close of business on the business 
day immediately preceding the date of distribution of notices shall be 
entitled to notice of any meeting of members and to vote at such 
meeting.

Section 3.6 - Quorum and voting.  Members present at a meeting equaling 
more than 10% of the active membership or 25 members shall constitute a 
quorum for the transaction of business at any meeting of members. 
Except as otherwise set forth in these bylaws, each member shall have 
one and only one vote on each issue submitted to a vote at a meeting of 
members.  Voting by proxy shall not be permitted.  Unless otherwise 
required by law or by these by-laws, issues shall be decided by a 
modified consensus of votes cast except where one or more choices are 
to be made from several alternatives, in which case the alternative(s) 
receiving the most votes shall be considered approved.  If consensus is 
not met within the time requirements set by the Board, then the issue 
will go to a majority vote.  Meetings of members shall be conducted in 
such a way that each member who so desires is given a reasonable 
opportunity to express his or her views.

Section 3.7 - Issues submitted by members.  Notices of a meeting of 
members shall include any proper issues submitted by petition of the 
lesser of ten members or two percent of all members.  Petitions must be 
received at the Coop not less than three weeks before the date of the 
meeting at which they are to be presented to a vote of members.


Article IV
Board of Directors

Section 4.1 - Powers and duties.  Except as to matters reserved to 
members by law or by these bylaws, the corporate powers of the Coop 
shall be exercised by or under the authority of the Board of Directors, 
and the business and affairs of the Coop shall be managed under the 
direction of the Board of Directors (sometimes referred to in these 
bylaws as "the Board").

Section 4.2 - Number and qualifications.  The Board shall consist of 
eight individuals. All directors shall be members and shall not have 
any overriding conflict of interest with the Coop.

Section 4.3 - Nominations, election and terms.  Directors shall be 
elected by members at the annual meeting or at a meeting in lieu 
thereof. Directors may be nominated by any member in good standing, 
however, nominations are not requisite.  A nominee is required to 
submit an application within one week prior to the beginning of the 
meeting.  Terms of directors shall be so staggered that one-half of the 
terms, or as nearly so as may be practicable, shall expire every 6 
months. Directors shall be elected for terms of one year.  To 
facilitate staggering of terms, some directors may periodically be 
elected for a part of a one-year term.  One consecutive term may occur, 
and additional terms may occur after a six-month sabbatical.  Directors 
shall hold office until their successors are elected or until their 
terms are terminated sooner in accordance with these bylaws.

Section 4.4 - Standards of conduct.  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 Coop.  The Coop may not lend 
money to or guarantee the obligation of a director.

Section 4.5 - Conflicts of interest.  Directors shall be under an 
affirmative duty to disclose their actual or potential conflicts of 
interest in any matter under consideration by the Board.  Directors 
having such an interest may not participate in the decision of the 
matter.

Section 4.6 – Committees and liaisons.  The Board may appoint special 
or standing committees or liaisons to advise the Board or to exercise 
such authority as the Board shall designate.  Advisory committees shall 
include at least one director.  Committees exercising any authority of 
the Board shall consist only of directors and shall conform to all 
procedural requirements applicable to the Board.

Section 4.7 - Indemnification.  Subject to limitations in some Illinois 
state statute and in the Coop's Articles of Incorporation, the Coop 
shall indemnify its current and former directors and officers against 
all reasonable expenses to which they may become subject by reason of 
their positions with the Coop or their service in its behalf to the 
fullest extent permitted by law.  Indemnification payments and advances 
of expenses shall be made on a priority basis but only in such 
increments and at such times as will not jeopardize the ability of the 
Coop to pay its ordinary and necessary obligations as they become due.  
All such payments made shall be reported in writing to members with or 
before the notice of the next scheduled meeting of members.

Section 4.8 - Termination.  The term of office of a director may be 
terminated prior to its expiration in any of the following ways: (i) 
voluntarily by a director upon notice to the Coop; (ii) automatically 
upon termination of membership in the Coop; (iii) by vote of members at 
a meeting of members, provided that written reasons for removal are 
included in the notice of the meeting and the director whose removal is 
sought has had an opportunity to answer the charges in person or in 
writing; and (iv) in the case of a director who is absent from three 
consecutive Board meetings, unless excused by the Board for good cause, 
and presumed to have resigned.

Section 4.9 - Vacancies.  Whenever the number of patron directors shall 
fall below four for any reason, the board shall appoint one or more 
directors necessary to bring the number of patron directors to four.  
Such director or directors shall serve until the next General 
Membership Meeting, where a regular election of interim directors can 
then take place.


Article V
Meetings of the Board

Section 5.1 - Meetings.  The Board of Directors may determine the times 
and places of regular meetings.  Special meetings may be called by the 
President and shall be called by the Secretary upon request of any 
three directors.  Meetings of the Board shall be held no less 
frequently than once in each month.

Section 5.2 - Notice.  Regular meetings shall require no notice other 
than the resolution of the Board, it being the responsibility of absent 
directors to inquire as to the time of further scheduled meetings.  
Special meetings shall require written or oral notice to all directors. 
  Written notice shall be delivered at least five days before the date 
of the meeting and oral notices shall be given in person or by a 
telecommunications device at least forty-eight hours before the time of 
the meeting.  The Coop shall also post the notices of meetings of the 
Board in a timely manner and in a conspicuous place in the Coop's store.

Section 5.3 - Quorum.  The presence in person of a majority of 
directors then in office not reaching less than 4 directors shall be 
necessary and sufficient to constitute a quorum for the transaction of 
business at any meeting of the Board.

Section 5.4 - Decision making.  Decisions of the Board shall be made by 
a system to be established in writing by the Board, such system to be 
within the range of majority rule to full consensus.  The decision 
making document can be found in Board Procedures.

Section 5.5 - Action without a meeting.  Any action required or 
permitted to be taken at a meeting of the Board may be taken without a 
meeting if all directors sign a written consent to the action and file 
it with the minutes of meetings.

Section 5.6 - Open meetings.  Meetings of the Board and all committees 
shall be open to members.  Sessions of a meeting may be closed only as 
to issues of a particularly sensitive nature.  Such closed session 
shall be for purposes of discussion only and no decisions shall be made 
in closed session.  Members may otherwise be excluded only for cause.


Article VI
Officers and Store Coordinators

Section 6.1 - Designation and qualifications.  The principal officers 
of the Coop shall consist of President, Secretary and Treasurer.  The 
Board may designate other officers or assistant officers.  The offices 
of Secretary and Treasurer may be held by one director.  All principal 
officers shall be directors.  Employees of the Coop are not eligible to 
serve as principal officers.

Section 6.2 - Election, terms and removal.  The Board at its first 
meeting following election of new directors shall elect officers.  
Officers shall serve for terms of one year or until election of their 
successors.  Officers may be removed and replaced by the Board at any 
time whenever the best interests of the Coop would thereby be served.

Section 6.3 - Duties.  In addition to signing or attesting to formal 
documents on behalf of the Coop as authorized by the Board, officers 
shall have the following duties and such additional duties as are 
determined by the Board:
(a) The President shall be responsible for coordinating the activities 
of the Board and assuring the orderly conduct of all meetings of the 
Board and members;
(b) The Secretary shall be responsible for the recording and keeping of 
adequate minutes of all meetings of the Board and of members, issuing 
notices required under these bylaws, and authenticating records of the 
Coop; and
(c) The Treasurer shall oversee the maintenance of financial records, 
reporting of financial information and filing of required reports and 
returns.

Section 6.4 – Store Coordinators.  The staff shall be organized as a 
self-managed collective under the oversight of the Board of Directors. 
The Board shall set the hiring and firing procedures for the Store 
Coordinators.  Store coordinator job descriptions and hiring/firing 
procedures can be found in Board Procedures.




Article VII
Capital Stock

Section 7.1 - Issuance.  To evidence capital funds provided by members, 
the Coop shall issue membership cards.  Membership cards may be issued 
only to persons eligible for and admitted to membership in the Coop.  
Membership cards shall be issued upon full or partial payment of 
equity.  Value of equity will be determined by the Board of Directors 
and shall be redeemed upon request.  Payment for shares shall not 
exceed ? dollars as stated by the Illinois statute.

Section 7.2 - Terms.  Equity shall be entitled to no dividend or other 
monetary return on investment.  Such shares shall be nontransferable 
and may not be pledged as security for a debt.  Equity shall be subject 
to assessment insofar at it may become necessary to increase the 
required capital investment of members by reason of the current or 
prospective capital needs of the Coop.

Section 7.3 - Redemption.  Upon written request following voluntary 
termination of membership, the equity of the requesting member shall be 
redeemed as soon as the Coop has secured replacement capital from other 
members.  Equity shall also be redeemed as soon as practicable upon 
involuntary termination of membership, upon death of the member and 
under other compelling circumstances as determined by the Board.  
Members shall be entitled to no more money than they paid in.


Article VIII
Fiscal Matters

Section 8.1 - Fiscal year.  The fiscal year of the Coop shall coincide 
with the calendar year.

Section 8.2 - Distribution of net savings.  A portion of the net 
savings of the Coop shall be distributed to members through discounts 
on their purchases as determined by the Board of Directors, provided 
such discounts adequately allow for the operational and development 
needs of the Coop.


Article IX
Interpretation and Amendment of Bylaws

Section 9.1 - Severability.  In the event that any provision of these 
bylaws is determined to be invalid or unenforceable under any statute 
or rule of law, then such provision shall be deemed inoperative to such 
extent and 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 bylaws.

Section 9.2 - Amendment.  These bylaws may be amended or repealed only 
by vote of members, provided that the proposed amendments are stated in 
the notice of the meeting at which the amendments are to be adopted.
-------------- next part --------------
A non-text attachment was scrubbed...
Name: not available
Type: text/enriched
Size: 22380 bytes
Desc: not available
Url : http://lists.cu.groogroo.com/mailman/archive/cgfc/attachments/20031118/23133499/attachment.bin