santa fe community coop

ethical food

BY-LAWS

ARTICLE I

Membership

Membership shall be open to any natural person who agrees to comply with the membership requirements that the Board of Directors may adopt by resolution. The Board of Directors may require the payment of a membership fee or loan, which shall be equal for all members.

ARTICLE II

Type of Cooperative

The Community Food Cooperative of Santa Fe shall be organized without shares as a membership cooperative as defined in The Cooperative Association Act [Section 53-4 NMSA 1978]. The for-profit Corporation Law shall apply to the Community Food Cooperative of Santa Fe as described in The Cooperative Association Act [Secction53-4 NMSA 1978].

ARTICLE III

Board of Directors

  1. There shall be a Board of Directors consisting of seven members elected by the membership at the annual meeting.
  2. The directors elected at the first annual meeting shall, by lot, be divided into three classes as nearly equally as possible. Directors in the first class shall serve for a term of one year. Directors in the second class shall serve for a term of two years. Directors in the third class shall serve for a term of three years. Thereafter, all directors shall serve for a term of three years.
  3. Directors shall be subject to removal upon charges as provided in the Cooperative Association Act, Section 53-4-20 NMSA 1978.
    1. No director of the association shall be personally liable to the association or its members for monetary damages for breach of fiduciary duty as a director unless:
      1. The director has breached or failed to perform the duties of the director’s office in compliance with Section 53-4-18.1 NMSA 1978; and
      2. The breach or failure to perform constitutes willful misconduct or recklessness.
      3. The provisions of this section shall, however, only eliminate the liability of a director for action taken as a director or any failure to take action as a director at meetings of the board of directors or of a committee of the board of directors on or after the date when the provisions of this section become effective.
      4. A director may be removed with or without cause, by a vote of two-thirds of the members voting at a regular or special meeting. The director involved shall have an opportunity to be heard at said meeting.


 

ARTICLE IV

Officers

  1. There shall be the following officers of the corporation: President, Vice-President, Secretary and Treasurer. The office of Secretary and Treasurer may be held by one person, as stated in Section 53-4-19 NMSA 1978.
  2. Officers shall be elected by the Board of Directors of the corporation at the meeting held in the month of May.
  3. The President and Vice-President shall be, at the time of election, directors of the corporation as required in Section 53-4-19 NMSA 1978.
  4. An officer may be removed with or without cause, by a vote of two-thirds of the members voting at a regular or special meeting. The officer involved shall have an opportunity to be heard at said meeting.

ARTICLE V

Employees

  1. The corporation shall employ one or more General Managers upon such terms and conditions as the directors shall, by resolution, approve. The General Manager(s) shall direct the operations and administer the affairs of the corporation subject to the direction of the directors. The directors may, by resolution, authorize the General Manager(s) to take such action as they shall deem necessary for the good of the corporation as cannot well await the next meeting of the directors, subject to ramification by the directors, and may, by resolution, confer such other powers and duties on the General Manager(s) as they deem proper, to the extent permitted by law.
  2. The corporation may, by resolution, employ such other persons or firms for such purposes and upon such terms and conditions as the Board shall deem appropriate.

ARTICLE VI

Meetings

  1. The annual meeting of the corporation shall be held on such day in the month of April as the directors shall fix.
  2. The Board of Directors shall meet at least ten times each year on such dates as it shall appoint and at such other times as it, by resolution, shall fix. The membership shall be given notice of six of such meetings prior to such meetings. The directors shall inform those members who may wish to be present of the nature of the business to come before the directors and the director shall receive the advice of the member on such matters. The portion of the Board of Directors meeting that is devoted to receiving the advice of the members shall be known as the General Meeting and is not in any way intended to be one of the “meetings of the membership” that is referred to elsewhere in these by-laws.  The members who gather to give advice to the directors may choose to vote in order to express their support or opposition for any of the issues that have come before the meeting.
  3. A quorum for all meetings of the directors shall be a majority of the directors. A quorum for meetings of the membership, including the annual meeting, shall be 10% of the total number of members of the Cooperative; each member is entitled to one vote as provided for in Section 53-4-13 NMSA 1978.
  4. Except as otherwise provided, all matters shall be decided by a majority vote of those present and voting. All votes shall be cast in person and no proxy voting shall be permitted, except at and only at annual meetings provided, however, that the Board may, by majority vote, direct that an email ballot be taken on any manner; mail ballots to be provided to those without email addresses on file.
  5. Except as otherwise provided, all parliamentary matters shall be governed by Roberts Rules of Orders.

ARTICLE VII

Elections

  1. Election of officers shall be held at the May meeting of the directors from among those candidates nominated by the Board of Directors or from the floor at such meeting. In the case of an officer position becoming vacant, there shall be an election held at the next directors’ meeting to fill the vacancy for the unexpired portion of the term.
  2. In the case of a vacancy on the Board of Directors, there shall be an election held at a regular Board of Directors meeting to fill the vacancy. Such meeting shall be held no less than 30 days nor more than 60 days after the vacancy occurs. The Board may hold the vacancy open to be filled at the next Annual meeting provided that the vacancy is created with less than six months remaining before the Annual Meeting and provided there is only one vacancy. A director elected to fill a vacancy shall serve only until the next Annual Meeting, at which meeting the membership shall elect a director to serve for the balance of the term.
  3. The ballot used for the Directors election shall provide for voting “yes” or “no” or “abstain” for each candidate. Any candidate who receives more “no” votes than “yes” votes is deemed ineligible for election. Directors elected at the Annual Meeting shall be elected by a plurality of “yes” votes cast unless the candidate has been deemed ineligible pursuant of this Article.

 

ARTICLE VIII

Work Groups

The directors may, by resolution, establish such standing work groups or special task forces for such purposes and periods of time as they may deem appropriate.


ARTICLE IX

Coop Operation

  1. Except as otherwise provided herein, the administration and operation of the Coop shall be vested in the directors. The directors may, by resolution, adopt rules and regulations covering operation of the Coop, including, without limitation, work requirements for members, accounting and bookkeeping procedures, and disciplinary actions against members, rules and regulations concerning the admission of members, and concerning any other matter they deem appropriate.
  2. The net retained proceeds of the Coop, after expenses and a reasonable allowance for reserves, may be distributed at least every twelve months to the membership by uniform distribution as the directors shall, by resolution, fix. The directors may from time to time adopt rules and regulations for such distributions, provided, however, that no such rule or regulation shall provide that the cash portion of any such patronage refund shall exceed the proportion of refund permitted under the applicable provisions of the Internal Revenue code.

ARTICLE X

Amendments

These by-laws may be amended in whole or part by the affirmative vote of two-thirds of the directors or of the membership voting thereon at a meeting held after due written notice setting forth the proposed action and the purpose of the meeting. Any Amendment adopted by the Board shall be reported to the Annual Meeting of the Corporation and, if not affirmatively approved thereat, shall cease to be in effect.

Advertisements

One thought on “BY-LAWS

  1. Pingback: NEW TO OUR WEB SITE | santa fe community coop

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s