Bylaws

Adopted February 25, 2014 (amended March 25, 2014)

ARTICLE I

  1. Name:

This organization shall be known as “the Windsor Terrace Food Cooperative, Inc.” (hereinafter referred to as “the Cooperative”) and shall have its principal office in Kings County, State of New York, or at such other place as may from time to time be determined by the Board of Directors (“Board”).These proposed by laws refer to the organization

  1. Powers:

The Cooperative shall have all of the powers enumerated in New York State Business Corporation Law, and,  as such may be amended from time to time

  1. Purpose:

The Cooperative is a community based, member-owned and operated, food store where only members may shop. It is an alternative to a commercial profit-oriented business that is a non-stock membership cooperative as defined in Section 3 of New York State Cooperative Corporations Law.

As described in Section 5 of the Cooperative Corporations Law, New York’s Not-For-Profit Corporation Law shall apply to the Cooperative.

  1. Type of Cooperative

The Cooperative, shall be a non-stock membership cooperative as defined in Article 1 Section 3 of the Cooperative Corporations Law. As described in Article 1 Section 5 of the Cooperative Corporations Law, The New York State Not-for-Profit Corporation Law shall apply to the Cooperative.

ARTICLE II

  1. Members/Owners

Members/Owners: According to Article 1 Section 3(e) of the Cooperative Corporations Law “The term member’ means the holder of membership in a cooperative, whether evidenced by a certificate of membership or by a certificate of stock or by other authorized means of identification.” For the purposes of this Cooperative, the terms  “member “ and “owner” and “member/owner” shall be interchangeable and shall mean the same thing. And the terms “membership”, “ownership” and “membership/ownership” shall be interchangeable and  all mean the same thing.

Eligibility: Membership/ownership shall be open to any natural person who agrees to comply with the membership/ownership requirements that the Board may adopt by resolution.

Member/Owner Equity Investments: The Cooperative shall require that each member/owner make, within a reasonable time after joining the Cooperative, a noninterest bearing member/owner equity investment (MOEI) in the cooperative as the statutory equivalent of the holding of a share of stock. The Board by resolution set the amount of MOEI.

Ownership, Termination of Ownership, Return of Member/Owner Equity Investments, Capital Contributions:  The Cooperative is owned by those persons who have a MOEI on record with the Cooperative and those members who have recently joined but not yet made the MOEI. Termination of ownership occurs when either the member/owner formally requests and the Cooperative processes the return of his or her MOEI or when the member/owner makes a capital contribution of the Member/Owner Equity Investment to the Cooperative. In either case the member/owner simultaneously agrees to cease all membership activities.

Failure to meet Membership/Ownership Requirement: In the event that a member/owner fails to meet the membership requirements and/or rules of conduct established by the Cooperative, participation in any and/or all activities in the Cooperative could be restricted or curtailed notwithstanding that the person might still be an owner due to his or her continuing investment in the Cooperative as evidenced by her or his MOEI.

Member/Owner Fee: The Board may require that each member pay a membership fee in amounts that the Board by resolution shall set.

Transfer of Membership: Membership shall be non-transferable.

ARTICLE III

  1. Board of Directors There shall be a Board of Directors (“Board”) elected by the membership at the Annual Meeting of the membership (“Annual Meeting”)

Number and Qualifications:  The number of voting directors shall not be fewer than three (3) nor more than fifteen(15).

The Nominating Committee:  A Nominating Committee shall be appointed by the Board for the purpose of nominating all candidates for election to the Board. Directors shall be selected based on their potential for active service and support to the cooperative. Each director shall be at least eighteen (18) years of age and be a resident of the State of New York.

Elections: At each Annual Meeting, the membership shall elect directors by a majority vote. A director under an expired term shall continue in office until replaced by an elected successor. In the event of an officer’s resignation or removal, the Nominating Committee shall nominate person(s) for election by the Board to fill the unexpired term of the resigned or removed member.

Term of Office: The directors elected at the first Annual Meeting shall, by lot, be divided, as nearly equally as possible, into three classes. 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. No member/owner may serve as a director for more than three (3) consecutive terms.

Removal From Office: Directors shall be subject to removal upon charges as provided in Section 63 of the Cooperative Corporation Law.

Resignation from Board of Directors: Any director may resign at any time by giving written notice to the Board, its chairperson or its secretary. Unless otherwise specified in such notice, the resignation shall take effect upon its receipt by the Board or such officers. Acceptance of the resignation shall not be necessary to make it effective.

Board Indemnification: The Cooperative shall indemnify and hold harmless any individual who has served or is serving as an officer or Board member against claims and liabilities arising from such service, and shall reasonably reimburse such officer or Board member for expenses incurred in defending against such claims and liabilities, provided they do not arise from the gross negligence or willful misconduct of the officer or Board member.

  1. ARTICLE IV

Officers

  1. There shall be the following officers of the Cooperative:
  • Chairperson
  • First Vice Chairperson,
  • Second Vice Chairperson
  • Secretary
  • Treasurer
  • Three (3) At-Large Board Members

Election of officers: Officers shall be elected by the Board at a meeting held in the month of June. The Chairperson and First Vice-Chairperson shall be, at the time of election, directors of the Cooperative.

Removal of Officers: Officers may be removed by a two-thirds vote of the Board present and voting at a meeting held after due written notice to all members of the corporation setting forth the proposed action, the charges upon which it is based, and the purposes of the meeting.

Resignations. An officer may resign at any time by giving written notice to the Board or the Chairperson or Secretary thereof. Unless otherwise specified in the notice, the resignation shall take effect upon its receipt by the Board or such officer, and their acceptance of the resignation shall not be necessary to make it effective.

Upon the Resignation (or removal) of an Officer, the Nominations Committee shall nominate person(s) for election by the Board of Directors to fill the remaining term of office.

Duties of Officers

Chairperson: The Chairperson shall preside at all meetings of the Board and at all meetings of the Executive Committee at which he or she is present, and shall perform such other duties as may be required of him or her by the Board. The Chairperson, or another officer designated by the Chairperson, may sign any document or instrument which (i) requires the signature of an officer of the Cooperative and (ii) is necessary and incident to the purposes of the Cooperative, except where the signing of such document or instrument has been expressly delegated by the Board to another officer or agent of the Cooperative, or as otherwise required by law.

First Vice Chairperson: The First Vice Chairperson shall perform the duties of the Chairperson during the Chairperson’s absence and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the Chairperson. The Vice Chairperson shall also perform such other duties as may be assigned to him or her by the Board.

Second Vice Chairperson: The Second Vice Chairperson of the Board shall perform the duties of the Chairperson during the absence of the Chairperson and the First Vice Chairperson and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the Chairperson. The Second Vice Chairperson shall also perform such other duties as may be assigned to him or her by the Board of Directors.

Secretary: The Secretary shall (i) keep and oversee an accurate record of the proceedings of all meetings of the Board; (ii) present such record to the Board for approval and adoption; (iii) give or cause to be given all notices in accordance with these by laws or as required by law; (iv) be responsible for such other actions of the Cooperative as the Board shall direct; and (v) in general, perform all duties customary of the office. The Secretary shall be the sole person permitted to seal and certify official Board approval of matters brought before the Board.

Treasurer :The Treasurer shall (i) oversee the fiscal affairs of the Cooperative; (ii) report to the Board on the financial condition of the Cooperative at the Board’s regular meetings, at the Annual Meeting and at such other times as the Board may require or request; and (iii) function as Chairperson of the Finance Committee. The Treasurer shall ensure that all funds of the Cooperative are deposited to the credit of the Cooperative in such banks and depositories and under such terms and conditions as may be determined by the full Board.

ARTICLE V

  1.  Employees and Vendors

The Cooperative may, by resolution of the Board, employ such other persons or firms for such purposes and upon such terms and conditions as the Board shall deem appropriate. All contracts shall be approved by the Directors.

ARTICLE VI

  1.  Meetings

Annual Meeting: The Annual Meeting shall be held in the month of June on such date as the directors shall fix.

Regular Board Meetings: The Board shall meet at least ten (10) 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 each such meeting prior to such meeting. The directors shall inform those members who may be present as to the nature of the business before the Board and shall solicit and consider their advice on such matters.

Special Meetings: Special meetings of the Board may be called at any time by the Chairperson of the Board or by the Secretary upon written request of at least three (3) directors, by providing at least three (3) days’ prior notice to each director; provided, however, that a special meeting may be called upon twenty-four (24) hours’ notice if such notice is given to each director in person, by telephone or by e-mail; provided that notice of a meeting need not be given to any Director who has submitted a signed waiver of notice in accordance with these by laws and Section 606 of the Not-For-Profit Corporation Law.

Member Comment: The portion of the Board meeting that is devoted to receiving the advice of the members shall be known as the “Member Comment” and is not in any way intended to be one of the “meetings of the membership” that are 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 of or opposition to any of the issues that have been raised at the meeting.

Quorum for Board of Directors: All Board meetings shall require a quorum of one-half of the directors.

Quorum for Membership: All meetings of the membership, including the Annual Meeting shall require a quorum of 20 members. Each member is entitled to one vote.

Voting: Except as otherwise provided, all matters subject to a vote 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 Annual Meetings; provided, however, that the Board may, by majority vote, direct that a mail ballot be taken on any matter.

Except as otherwise provided, all parliamentary matters shall be governed by Roberts Rules of Order.

ARTICLE VII

  1. Electing the Board of Directors

Board elections will take place at the Annual Meeting.

A Nominating Committee, appointed by the Board, shall be responsible for presenting a slate of officers for election at the annual June meeting of the Cooperative.

Candidates may also be nominated from the floor by any member at the Annual Meeting.

In the case of a vacancy on the Board, there shall be an election held at a regular Board 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.

ARTICLE VIII

  1. Committees

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

Executive Committee: The Executive Committee shall be composed of the officers of the Cooperative, including the At-Large Members, and shall be chaired by the Chairperson.

Finance Committee:  The Finance Committee shall be appointed by the Board and chaired by theTreasurer. Members of the Finance Committee must be members of the Cooperative but need not be directors or officers of the Board

  • Nominating Committee:The Nominating Committee shall be appointed by the Board. Nomination Committee Members must be members of the Cooperative, but need not be officers or directors of the Board.

ARTICLE IX

  1. Cooperative Operation

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, and code of conduct for officers, accounting and bookkeeping procedures, financial controls, and disciplinary actions against members, rules and regulations concerning the admission of members and concerning any other matters they deem appropriate.

ARTICLE X

  1. Amendments to the By Laws

These bylaws may be amended by a majority present at any community meeting of the Cooperative.

Amended: March 25, 2014

For the purpose of proceeding with incorporation The Steering Committee members will stand for election to the Board on Tuesday, March 25th. However, this Board will be in place ONLY until the June, 2014 Coop Annual Meeting. At which time the Nominations Committee will put forth a slate. And elections for Board members will take place as stated in the By Laws adopted on January 25, 2014.