By-laws of the
Mid-Atlantic Food Cooperative Alliance
Adopted: July 15, 2012
Article 1. General
- 1.1 Name. The name of this organization shall be “Mid-Atlantic Food Cooperative Alliance,” and it shall conduct business under this name or under such other name or names as the Board of Directors may determine (the “Alliance”). The Board of Directors is authorized to take such actions as it may consider advisable to permit the Alliance to use and to ensure the Alliance’s right to use such name or names.
- 1.2 Purposes. The primary purpose of the Alliance shall be for the mutual benefit of its members and the greater community in which we live. Further, our purpose is to grow the cooperative economy, provide education about co-ops, and build a sustainable and equitable system of healthy, local food production, distribution, and consumption.
- 1.3 Principal Place of Business. The Board of Directors will determine the principal place of business of the Alliance. The Board of Directors is authorized and directed to execute and deliver or file such documents and to take such actions as it may consider advisable to permit the Alliance to conduct its business.
Article 2. Members
- 2.1 General. The Alliance shall be a membership organization composed of food cooperatives.
- 2.2 Classes of Members. The Alliance shall have two classes of Members: Regular and Associate.
- 2.2.1 Regular Members must
(a) operate on a cooperative basis as defined by the International Cooperative Alliance Statement of Cooperative Identity,
(b) be in agreement with the purposes of the Alliance,
(c) pay dues, and
(d) must also provide or intend to provide food and grocery products directly to consumers.
- 2.2.2 Associate Members do not pay dues, but must be in agreement with the purposes of the Alliance.
- 2.3 Voting. Each Regular Member is entitled to vote on matters before the Members. Associate Members are not entitled to vote on matters before the Members.
- 2.3.1 Each member shall be entitled to the following number of votes, corresponding to the category of dues assessed:
(a) startup cooperatives shall have one vote
(b) cooperatives in each larger category of dues shall have one additional vote for each succeeding level; if there are five dues levels, the largest shall have five votes.
- 2.3.2 Quorum. To conduct business, a quorum shall consist of ten percent of the total number of votes possible. In addition, at least twenty percent of the total number of voting members shall be present.
- 2.4 Duties of Members. The only duties of the Members to the Alliance or to each other with respect to the Alliance shall be those established in these Bylaws.
- 2.5 Admission of Members. The Board of Directors may admit Members to the Alliance upon payment of their annual dues.
- 2.6 Termination of Membership. Membership in the Alliance shall be terminated if (a) the Member voluntarily resigns, or (b) the Member is expelled for cause by a majority vote of Members attending a membership meeting.
- 2.7 Annual Dues. Members shall pay dues on an annual basis as established by the Membership.
Article 3. Governance
- 3.1 General Powers. The business and affairs of the Alliance will be managed under the direction of the Board of Directors, which may exercise all powers of the Alliance and do all things that are not required to be exercised or done by the Members under these Bylaws.
- 3.2 Initial Board. The initial Board of Directors shall be elected upon majority vote of the members of the Alliance. The Initial Board shall consist of not less than five Directors, nor more than seven Directors, and shall serve for a period of two years or until their successors are elected.
- 3.3 Election; Number; Term of Office. From and after the term of the Initial Board, the Board of Directors that shall be elected by Members at the Annual Meeting. The number of Directors shall be not less than five, nor more than seven. The term of each Director shall be two years, except that in the initial election, the Board of Directors may provide for staggered terms so that approximately an equal number of Director positions become vacant each year. Each Director shall hold office until such Director’s successor shall have been elected.
- 3.4 Qualification. In order to be eligible for election as a Director a person must be an employee, an owner/member, or a board member of a Member Co-op. The Board of Directors shall establish nomination policies that promote balanced representation on the Board, including representation by Member Co-op management and directors, Member Co-op characteristics such as scale, demographics, structure and region, and other such characteristics identified by the Board of Directors.
- 3.5 Committees/Working Groups. The Board of Directors may designate one or more committees or working groups as it see fit, and may delegate authority to any committee or working group. Committees or working groups will keep regular minutes of their proceedings and report to the Board and at general meetings when required.
- 3.6 Compensation of Directors. Directors will not receive compensation for their services. This does not preclude reimbursement for out-of-pocket expenses.
- 3.7 Removal of Directors. A Director may be removed by a two-thirds vote of the Member Co-ops.
- 3.8 Board Vacancies. In the event of a vacancy on the Board of Directors, the remaining Directors may, by majority vote, appoint a successor to hold office until the next Annual Meeting, at which time a Director shall be elected to serve out the remaining term of Director who has vacated their position.
- 3.9 Liabilities of Directors. No Director shall be personally liable to the Alliance or the Members for monetary damages for breach of fiduciary duty as a Director except:
(a) for any breach of the Director’s duty of loyalty to the Alliance;
(b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
(c) for any transaction from which the Director derived an improper personal benefit.
No amendment to or repeal of this Section shall have any effect on the liability of any Director for any acts or omissions of such Director that occurred before such amendment or repeal.
- 3.10 Transactions with the Directors or their Affiliates. The Board of Directors, on behalf of the Alliance, may enter into contracts with the Directors or their Affiliates, provided that any such transactions shall be on terms no more favorable to the Directors or their Affiliates than generally afforded to non-affiliated parties in a similar transaction.
- 3.11 Officers. The officers of the Alliance shall consist of a Chair of the Board of Directors, a Vice-Chair of the Board of Directors, a Treasurer, a Secretary, and any other officers and agents as the Board of Directors may designate from time to time by resolution (collectively, the “Officers”). Officers must be Directors. The Chair of the Board will be deemed to be the President. The positions of Secretary and Treasurer may be held by the same person. The Board of Directors shall elect the officers as soon as reasonable after the Annual Meeting. The duties of the Officers shall be as established by the Board of Directors from time to time.
- 3.12 Removal and Vacancies of Officers. Any officer may be removed from his or her office with or without cause upon a vote of a majority of the Board of Directors. A vacancy among the Officers shall be filled for the unexpired term by the Board of Directors, unless such office is eliminated.
- 3.13 Books and Records.
(a) The Alliance shall maintain complete and accurate books of account in accordance with GAAP, consistently applied. The Alliance’s books shall be kept on the accrual method of accounting, provided that another method may be applied for financial statement reporting purposes with the advice of the Alliance’s accountants. The Alliance’s fiscal and taxable year shall be a calendar year.
(b) The Alliance shall keep:
(1) true and full information regarding the business and financial condition of the Alliance;
(2) copies of the Alliance’s federal, state and local income tax returns and reports, if any, for each year;
(3) a current list of the full name and last known business, residence or mailing address of each Member and each Director, both past and present;
(4) copies of the Articles of Organization and Bylaws of the Alliance, and all amendments to the above referenced documents;
(5) minutes of every meeting of the Members, Directors and committees, and any action taken by the Members, Directors and committees without a meeting; and
(6) other information regarding the affairs of the Alliance as is just and reasonable.
(c) Upon reasonable written request, any Member or its authorized representative, shall have the right to inspect any of the Alliance’s books and records required to be kept pursuant to the preceding section during ordinary business hours. The Member shall pay any actual costs of such inspection. Such inspection shall be conducted at a time and in a manner so as not to interfere with the operations of the Alliance. The Alliance shall have a reasonable time to produce such records, taking into account the form and location in which the records are maintained, but in any event no more than ten business days from the date of receipt of the request. The Alliance shall not be required to prepare compilations or summaries that are not customarily maintained by the Alliance.
Article 4. Meetings and Voting
- 4.1 Meetings of the Board of Directors.
(a) The Board of Directors may establish meeting dates, places and notice requirements, adopt rules of procedure it deems consistent with these Bylaws, and meet by means of conference telephone or similar communications equipment. Any two Directors shall have the right to call a special meeting of the Board of Directors by giving five days advance written notice of the time, date and location of such meeting to the other Directors. Notice of any meeting may be waived in writing by the Directors and shall be deemed waived by any Director participating in the meeting. The Board of Directors shall meet at least quarterly.
(b) The presence at any meeting of the Board of Directors of at least one half of the number of Directors shall constitute a quorum for the taking of any action.
(c) Each Director shall be entitled to one vote on each matter that comes before the Board of Directors. Unless otherwise set forth in these Bylaws, all questions shall be decided by a majority vote of the Directors present and voting at any meeting at which a quorum is present.
(d) Minutes of each meeting of the Board of Directors shall be prepared. Written consents to any action taken by the Board of Directors without a meeting shall be filed with the minutes.
(e) Meetings of all committees of the Alliance shall be governed by and subject to the same operating rules and procedures as are set forth in this Section for the Board of Directors.
- 4.2 Action Without Meeting. Any action which may be taken at a meeting of the Board or of a lawfully constituted committee thereof may be taken without a meeting if set forth and approved in writing by all Directors or by all committee Members, as the case may be.
- 4.3 Meetings of Members.
(a) Regular meetings of the Members shall be held at least annually, at a time and place as determined by the Board of Directors. The Board of Directors may establish meeting dates, places and notice requirements, and adopt rules of procedure consistent with these Bylaws for meetings of the Members, and may provide for meeting by means of conference telephone or similar communications equipment. Meetings of the Members may be called by the Board of Directors or by 20% of the voting Member Co-ops, by giving ten days advance written notice of the time, date and location of such meeting to the voting Members. Notice of any meeting may be waived in writing by the Members.
(b) Each Regular Member Co-op will have the number of votes as specified in section 2.3 on each matter submitted to a vote of the Members, and all such matters shall be determined by a majority of the total voting power entitled to vote on the matter.
(c) In any vote of the Members, (i) each Member Co-op shall be represented by a person designated by the Member Co-op pursuant to procedures adopted by the Board of Directors, and the (ii) the Board of Directors may authorize or require Member Co-ops to vote by mail or electronic ballot according to reasonable procedures established by the Board of Directors.
Article 5. Changes in Membership
- 5.1 Transfer of Membership. Membership in the Alliance may not be transferred.
- 5.2 Resignation of Member. A Member may resign from the Alliance at any time by giving written notice to the Board of Directors.
- 5.3 Expulsion of a Member.
(a) A Member may be expelled from the Alliance by a vote of two-thirds (2/3) of the Board of Directors if the Member breaches any material covenant or obligation of the Member contained in the Bylaws of the Alliance, or any reasonable policy adopted by the Board of Directors, and such breach is not cured to the satisfaction of the Board of Directors within thirty days after written notice specifying the breach is given to the Member.
(b) Written notice of expulsion shall be given to the violating Member. Upon receipt of notice, the violating Member shall be considered expelled, and shall have no further rights as a Member of the Alliance. Upon termination, the membership of the terminated Member in the Alliance shall cease and terminate.
(c) The expulsion of a Member shall not result in termination of such Member’s other contracts with or commitments to the Alliance, if any exist, except as otherwise provided in such contracts or consented to by the Alliance in writing.
Article 6. Merger, Consolidation, or Dissolution
- 6.1 Liquidating Event. The Alliance shall be dissolved and commence liquidating upon the affirmative vote of at least two-thirds of all the voting power of the Members Co-ops.
- 6.2 Distributions Upon Liquidation. Upon the dissolution of the Alliance, the Directors or any other liquidator designated by the Members Co-ops shall act as liquidator to wind up the affairs of the Alliance. The liquidator shall have full power and authority to sell, assign and encumber any or all of the Alliance’s assets and to wind up and liquidate the affairs of the Alliance in an orderly and businesslike manner and on such terms and conditions as the liquidator deems necessary or advisable, without the consent of the Members. All proceeds from liquidation shall be applied in the following order of priority:
(a) first, to the payment of debts and liabilities of the Alliance, including any loans or advances to the Alliance by any Member, and the costs and expenses of liquidation;
(b) second, to the establishment of such reserves as the liquidator deems necessary or advisable;
(c) third, the remaining proceeds shall be allocated to a cooperative, cooperative association or fund for cooperative development for the advancement of the cooperative movement as approved by the Members.
- 6.3 Distribution in Kind. If any assets of the Alliance are to be distributed in kind to the Members, the liquidator shall carry out an informational appraisal of the fair market value of such assets at a date reasonably close to the date of liquidation. The assets shall be distributed in kind to the Members as if the assets had been sold for the appraised value.
- 6.4 Merger or Consolidation. If the terms of a merger or consolidation of which the Alliance is a party do not provide the Members of the Alliance with an economic interest in the surviving entity that is substantially similar to the economic interest possessed by such Members of the Alliance immediately before such merger or consolidation, the value of the consideration received shall be divided among them in the same manner as a comparable amount of net liquidation proceeds would distributed.
Article 7. Amendment
- 7.1 These Bylaws may be amended by a majority of total votes cast by the Member Co-ops present at any meeting of the members.
Article 8. Miscellaneous
- 8.1 Fiscal Year. The fiscal year of the Alliance will end on the 31st day of December of each year.
- 8.2 Depositories. The Board or an officer designated by the Board will appoint credit unions, banks, trust companies, cooperative development funds, or other depositories in which the money or securities of the Alliance will be deposited.
- 8.3 Checks, Drafts and Notes. All checks, drafts, or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Alliance will be signed by the officer or officers or agent or agents designated by the Board or by an officer appointed by the Board.
- 8.4 Contracts and Other Instruments. The Board may authorize any officer, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Alliance and such authority may be general or confined to specific instances.
- 8.5 Method of Notices. Any notice or document required to be given to any Member, the Directors, any committee member or the Alliance shall be in writing and shall be deemed given:
(a) immediately upon personal delivery;
(b) immediately upon receipt of an e-mail or other electronically transmitted form of communication;
(c) on the third business day after mailing.