[cgfc] Proposed bylaws

[AMY]

PROPOSED 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 owner-members 
and community about food, nutrition and the socio-economics of food production 
and distribution; and educate its owner-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 
owner-membership without arbitrary discrimination; (ii) democratic governance 
by owner-members with equal voting rights among owner-members and opportunity 
for participation in setting policies and making decisions; (iii) economic 
participation by owner-members with owner-members equitably contributing to 
and democratically controlling the capital of the Coop, and with earnings 
being equitably applied to the benefit of owner-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 owner-members being 
strictly maintained; (v) educating and training owner-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
Owner-membership

Section 2.1 - Admission.  Owner-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 owner-membership.  
Applicants will be admitted to owner-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. Owner-members will be grouped 
into one of the following categories: Non-worker, Worker, Core-worker, House, 
Family, or Organization.  Detailed descriptions of all owner-member types can 
be found in Board Procedures.  In case of doubtful eligibility, 
owner-membership shall be subject to approval by the Board.

Section 2.2 - Equity.  Each owner-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 owner-member shall be entitled to make purchases 
from the Coop on terms generally available to owner-members, and to 
participate in the governance of the Coop as set forth in these bylaws.  
Owner-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.  Owner-members shall be provided 
reasonably adequate and timely information as to the organizational and 
financial affairs of the Coop.  Owner-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 
owner-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 owner-members or former owner-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 - Nontransferability.  Owner-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.  An owner-member may terminate their 
owner-membership voluntarily at any time upon notice to the Coop.  The Board 
is the only body that can involuntarily terminate a owner-membership, provided 
the accused owner-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 
owner-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 Owner-members

Section 3.1 - Quarterly meetings.  Quarterly meetings of owner-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 owner-members may be 
called by the Board if deemed necessary, or upon receipt of petitions signed 
by greater than twenty owner-members or ten percent of all owner-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 
owner-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 owner-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 
owner-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 owner-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 owner-members and to vote at such meeting.

Section 3.6 - Quorum and voting.  Owner-members present at a meeting equaling 
more than 10% of the active owner-membership or 25 owner-members shall 
constitute a quorum for the transaction of business at any meeting of 
owner-members. Except as otherwise set forth in these bylaws, each 
owner-member shall have one and only one vote on each issue submitted to a 
vote at a meeting of owner-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 owner-members shall be conducted in such a way that each 
owner-member who so desires is given a reasonable opportunity to express his 
or her views.

Section 3.7 - Issues submitted by owner-members.  Notices of a meeting of 
owner-members shall include any proper issues submitted by petition of the 
lesser of ten owner-members or two percent of all owner-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 owner-members.


Article IV
Board of Directors

Section 4.1 - Powers and duties.  Except as to matters reserved to 
owner-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 owner-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 
owner-members at the annual meeting or at a meeting in lieu thereof. Directors 
may be nominated by any owner-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 
owner-members with or before the notice of the next scheduled meeting of 
owner-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 
owner-membership in the Coop; (iii) by vote of owner-members at a meeting of 
owner-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 Owner-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 a written 
consent to the action is signed by all directors and filed with the minutes of 
meetings.

Section 5.6 - Open meetings.  Meetings of the Board and all committees shall 
be open to owner-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.  
Owner-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.  Officers shall be elected by the 
Board at its first meeting following election of new directors.  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 
owner-members;
(b) The Secretary shall be responsible for the recording and keeping of 
adequate minutes of all meetings of the Board and of owner-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 
Coop shall employ how many people and what are the titles?  Suggestion, # of 
full time, # of part time)  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 owner-members, 
the Coop shall issue owner-membership cards.  Owner-membership cards may be 
issued only to persons eligible for and admitted to owner-membership in the 
Coop.  Owner-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 owner-members by reason of the current or prospective capital needs of the 
Coop.

Section 7.3 - Redemption.  Upon written request following voluntary 
termination of owner-membership, the equity of the requesting owner-member 
shall be redeemed as soon as replacement capital has been secured by the Coop 
from other owner-members.  Equity shall also be redeemed as soon as 
practicable upon involuntary termination of owner-membership, upon death of 
the owner-member and under other compelling circumstances as determined by the 
Board.  Owner-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 owner-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 owner-members, provided that the proposed amendments are stated in the 
notice of the meeting at which the amendments are to be adopted.

If our American way of life fails the child, it fails us all. 
Pearl S. Buck