Articles & Bylaws
COMMUNITY FOOD CO-OP BYLAWS
AMENDED AND RESTATED
Updated June 2005, Amended May 2017
The Community Food Co-op is a member-owned business, committed to Cooperative Values. We bring together a community of consumers with local farmers, producers, businesses, non-profits and other cooperatives. We provide access to high quality food at affordable prices while remaining a sustainable and profitable business.
ARTICLE 1: OFFICES
Sec. 1: The principle office of the Community Food Co-op, Inc. (subsequently referred to as the CFC) in the state of Montana shall be located at 908 W. Main Street, in the city of Bozeman, in Gallatin County. The CFC may have such other offices as the Board of Directors (subsequently referred to as BOD) may designate or as business of the CFC may require.
Sec. 2: A change of registered office must be submitted to the Secretary of State.
ARTICLE 2: MEMBERSHIP CONDITIONS
Sec. 1: Any person irrespective of race, creed, religion, physical or mental handicap, sexual orientation, or national origin is eligible to become a member of the CFC.
Sec. 2: Description of Membership
- There shall be one type of membership in the CFC.
- Memberships shall be refundable, pursuant to the procedures established by the Board.
- Upon acceptance for Membership by the Board, each member may own one (1) share of common stock, with a $10 par value, in the CFC.
- Each member shall have one vote in matters requiring a vote of the Membership.
- The BOD, by policy, may permit Memberships to be paid on an installment basis. Memberships being paid on the installment basis as of the adoption of these Bylaws shall continue payment under the same terms.
- All memberships existing as of the adoption of these amended and restated bylaws shall be converted to memberships under this Section.
Sec. 3: Membership is contingent upon the following:
Each member agrees to comply with the conditions of membership as stated in these bylaws and CFC membership policy established by the BOD. Members must be current in payment of their membership and any other fees set by the BOD. Except as otherwise set forth herein, the BOD has the authority to approve or decline membership to an applicant.
Sec. 4: The CFC shall maintain a current register to show the status of all members. The register shall include the member’s name, address, and date of membership. Each member shall provide the CFC with a current mailing address.
Sec. 5: Membership may be terminated voluntarily by a member upon giving notice to the CFC. Every member upon membership agrees that if the member shall withdraw their membership in the CFC, the stock can only be transferred to the CFC and only upon approval of the BOD. The stock of the CFC is not transferable in any other event.
Sec. 6: When a member dies, the estate or heirs of the deceased member shall notify the CFC to request a refund of the member’s share, or in the alternative, that the CFC use the share’s value for charitable or civic purposes. After a period of five (5) years, a deceased member, whose estate or heirs have not contacted the CFC, may be deemed “inactive” and their share subject to termination pursuant to Sections 7 and 8, below.
Sec. 7: The CFC may elect to terminate a membership if the member: (a) fails to patronize the CFC for a period of five (5) years; or (b) fails to comply with CFC’s rules, regulations, policies or these Bylaws.
Sec. 8: All members identified in Article 2, Section 7 (a) shall be deemed “inactive” and their memberships shall be subject to termination. The CFC shall make reasonable efforts to notify any inactive member by mailing a notice to the last known address, publishing it in the newsletter and posting it in the store. The notice shall inform the member of their inactive status and that the member must contact the CFC if they wish to return to active status or request a membership share refund. If the CFC does not receive a response within sixty (60) days of providing such notice, then the membership shall be terminated, and the inactive member’s share minus a reasonable administrative fee shall be used for charitable or civic purposes, at the BOD’s discretion.
Sec. 9: Upon the termination of any membership, the member’s stock shall be canceled, and the member shall no longer have membership or voting rights in the CFC.
Sec. 10: When membership is terminated, the CFC may repurchase the member’s stock, subject to the terms and conditions governing all stock repurchases, including the availability of replacement capital and the terms of the repurchase as determined by the BOD.
ARTICLE 3: MEMBERSHIP MEETINGS
Sec. 1: At least one meeting of the members shall be held each fiscal year. The purpose of the meeting will be to announce recent BOD election results and transact other business, including financial reports. There will be one annual BOD election to be conducted through balloting in accordance with Section 35-15-302, MCA.
Sec. 2: Special meetings of the membership will be called in accordance with the Montana Cooperative Association Statute, as set forth and contained in Section 35-15-302, MCA. Any notice of a special meeting shall set forth the purpose(s) of the meeting, and the meeting agenda shall be limited to those purposes set forth in the notice.
Sec. 3: The location and time for any meeting called by the BOD or members may be designated by the BOD, in accordance with Section 35-15-302, MCA. If no designation is made, the location shall be the principal office of the CFC.
Sec. 4: Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be given not less than 7 or more than 30 days before the date of the meeting. Written notice shall be prominently posted in the store and included in the newsletter, if possible.
Sec. 5: Voting
- A quorum for elections, represented by members casting a vote during balloting, shall consist of at least 75% of the average number of voting members in the last three elections. The BOD shall post the number of voters needed for quorum for each election in the store during balloting.
- Members entitled to notice and voting rights shall be those members who meet all the membership conditions set forth in Article II at the close of business on the 30th day prior to any meeting.
Sec. 6: During an election, members may vote by casting their ballot during the balloting period. This period shall be no shorter than one week.
Sec. 7: Each member shall have one vote to be cast on each matter submitted to a vote. This vote shall be cast by ballot.
ARTICLE 4: BOARD OF DIRECTORS
Sec. 1: Governing Structure
- The business and affairs of the CFC shall be directed by the BOD. The BOD shall have the authority to establish policies with respect to the management and membership of the CFC consistent with these bylaws.
- The BOD shall have the power to hire and dismiss the General Manager, to fix his or her compensation, and prescribe his or her duties.
- The General Manager shall manage the business operations of the CFC according to the guidelines and policy set by the BOD and shall be subject to review by the BOD. No person hired as General Manager nor any person hired as an employee of the CFC staff shall have any personal or financial interest in any other business which contracts with the CFC, except with full knowledge and consent of the BOD.
- Standing Committees.
- A nominating committee shall be established and maintained by the BOD. The nominating committee shall follow BOD policy in seeking members to run for Board positions.
- A finance committee shall be established and maintained by the BOD. The finance committee shall provide guidance and recommendations to the BOD and/or General Manager on corporate financial and administrative objectives, policies, programs, and practices that insure the CFC of a continuously sound financial structure.
Sec. 2: Election of Directors
Directors shall be elected by the membership of the CFC in an annual election, which election shall close at the General Membership meeting.
- Directors shall be elected in one of two ways:
- If there are more candidates than vacancies, each member is entitled to cast one vote for each vacancy. Those candidates receiving the most votes shall be elected to fill the applicable number of vacancies.
- If there are the same number, or fewer candidates than vacancies, each member has one vote per candidate. A candidate must receive votes from a majority of those voting to be elected.
- In either case, one (1) member of the CFC staff, and no more than one (1) member of the staff, may serve as a Director at any one time. If two (2) or more staff members are among the top vote-getters in any election of Directors, only that staff member with the most votes of the candidates from among the staff may serve as a Director.
- The number of Directors shall be nine (9). Directors shall be elected for a term of three (3) years.
- Election of Directors shall be staggered so that three (3) Directors are elected each spring. If a member of the CFC staff is currently serving on the BOD, then no CFC staff member shall be eligible for or elected to the BOD until term of the then-serving staff member expires.
Sec. 3: Standards of Conduct
- A Director shall discharge his or her duties as a Director, including the Director’s duties as a member of a committee:
- in good faith
- with the care an ordinarily prudent person in a similar position would exercise under similar circumstances and
- in a manner the Director reasonably believes to be in the best interests of the CFC.
- Directors shall not participate in the discussions, deliberations, negotiations or vote of any of the following transactions without providing advance written disclosure to and receiving written approval from all the disinterested members of the BOD:
- Any transaction in which the Director, a member of the Director’s family, or an entity owned or controlled by the Director is a party;
- Any transaction in which the Director, a member of the Director’s family, or an entity owned or controlled by the Director has a pecuniary or beneficial financial interest;
- Any transaction in which the Director, a member of the Director’s family, or an entity owned or controlled by the Director is so closely connected that the connection could reasonably be expected to exert influence on the Director’s judgment if the Director were called upon to vote on the transaction;
- Any discussions, deliberations, negotiations, or decisions regarding the hiring, firing, evaluation, or salary of the General Manager, if the Director is a member of the CFC staff; or
- Any other transaction in which the remaining disinterested members of the BOD determine to be a conflict of interest, which vote by the remaining disinterested members of the BOD shall be binding for all purposes.
Sec. 4: Qualifications
To qualify as eligible for the office of Director a person:
- shall be a member in good standing of the CFC
- shall be cognizant to CFC history, Statement of Purpose, Bylaws, and methods of operation, BOD duties and responsibilities as stated in the BOD manual
- shall be committed to serving a thirty-six month term
- shall not be the General Manager of the CFC and
- with the exception of any one (1) Director that may be a member of the CFC staff, a Director shall not be employed by the CFC.
Sec. 5: Board Authority
In addition to the powers granted to it under Montana law, the BOD shall have the authority to do the following:
- to designate membership options (working or nonworking), corresponding purchase prices, and payment schedules;
- to set the number of hours required of working members, and to define the type and amount of privileges and benefits to be given to working members.
Sec. 6: Removal of Director
The office of Director shall be vacated if the Director:
- dies or ceases to be a CFC member.
- becomes directly employed by the CFC without the full knowledge and consent of the BOD. Additionally, in the event one (1) CFC staff member is already serving on the BOD, then the newly-employed Director shall resign from the BOD, with such resignation to be effective upon the date he or she became employed by the CFC.
- engages in discussions, deliberations, negotiations, or voting on any transaction deemed to be a conflict of interest pursuant to Article IV, Section 3(b) without fully disclosing this conflict of interest to the BOD in writing and obtaining the written approval of all the disinterested members of the BOD pursuant to the terms of Article IV, Section 3(b).
- is removed by a majority vote of a quorum of the members at a meeting called in accordance with these bylaws.
- is removed for cause by decision of the BOD.
- submits a written resignation to the BOD.
Sec. 7: Board Meetings
The BOD shall meet monthly (unless otherwise specified by the BOD) with notice of such meetings to be given by mail or by notice in the store, at least 4 days prior to the meeting. Special meetings of the BOD may be called at the request of any three (3) Directors. Notice shall be given in the same manner as for regular meetings.
Sec. 8: Quorum
A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the BOD.
Sec. 9: Voting
The BOD shall act first by consensus, and second, by accepting no more than two dissentions when consensus is not possible.
Sec. 10: Action Without Meeting
Action may be taken by the BOD without a meeting under the following circumstances:
- when verbal consent has been given by all of the BOD members, and
- when written affirmation by each BOD member is then obtained at or by the next scheduled BOD meeting.
Sec. 11: Vacancy on Board
Any vacancy on the BOD shall be filled by consensus of the remaining Directors. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his/her predecessor in office.
Sec. 12: Dissenting Director
A Director of the CFC who is present at a meeting of the BOD at which action on any CFC matter is taken shall be presumed to have assented to the action taken unless: his/her dissent shall be entered in the minutes of the meeting, or unless he/she files his/her dissent to such action with the person acting as the secretary of the meeting before the meeting adjourns, or forwards such dissent, by registered mail, to the Secretary of the CFC immediately after adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Sec. 13: Restriction on Sale of Memberships
The BOD shall have the authority to place a ceiling on the membership of the CFC by restricting the sale of memberships.
ARTICLE 5: OFFICERS
Sec. 1: The officers of the CFC shall be a President, a Vice-President, a Secretary, and a Treasurer.
Sec. 2: Officer (s) of the CFC shall be elected by the Directors at the first BOD meeting held after the annual balloting period of the membership, or as necessary to fill any position that is vacated at other times, to serve a one (1) year term. Each officer shall hold office until his/her successor has been duly elected. Only Directors shall be elected President or Vice-President. The offices of Secretary and Treasurer may be combined.
Sec. 3: Any officer or agent may be removed from his/her office by decision of the BOD whenever, in its judgment, the best interests of the CFC shall thereby served.
Sec. 4: Officers shall perform all duties as specified in these bylaws and as established by BOD policy.
Sec. 5: The President shall be the principal executive officer of the CFC. He/she may sign, with the Secretary or any other proper officer of the CFC authorized by the BOD, any deeds, mortgages, bonds, contracts, or other instruments which the BOD has authorized to be executed, or shall be required by law to be signed or executed.
Sec. 6: The Vice President shall assist the President in his/her duties and shall take charge of the duties of the President’s office in the absence of the President.
Sec. 7: The Secretary shall
- ensure that the minutes of the proceedings of the membership and of the BOD are kept and stored in the files provided for that purpose, and
- see that all notices are duly given in accordance with these bylaws.
Sec. 8: The Treasurer shall
- serve on the Finance Committee, and ensure that timely reports are made to the BOD of the Finance Committee’s meetings,
- be responsible for the oversight of an annual compilation, review, or audit of the CFC financial statements, and
- oversee banking relationships and loan agreements.
ARTICLE 6: CONTRACTS, LOANS, AND DEPOSITS
Sec. 1: The BOD may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the CFC and such authority may be general or confined to specific instances.
Sec. 2: No loans shall be contracted on behalf of the CFC and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the BOD. Such authority may be general or confined to specific instances.
Sec. 3: Loans to directors and officers by the CFC shall be prohibited.
Sec. 4: All funds of the CFC not otherwise employed shall be deposited to the credit of the CFC in such banks, trust companies, or other depositories as the BOD may select.
ARTICLE 7: FISCAL YEAR
Sec. 1: The fiscal year of the CFC shall begin on July 1 and end on June 30 in each year.
ARTICLE 8: RECORDS
Sec. 1: All books and records of the CFC may be inspected by any member in good standing in accordance with State law.
ARTICLE 9: AMENDMENTS
Sec. 1: Unless otherwise provided, these bylaws may be amended by a vote of two-thirds of the members voting during annual balloting period or at a special membership meeting, provided that notice of the proposed amendment is given in the notice announcing the balloting period or meeting.
ARTICLE 10: DISTRIBUTION OF SURPLUS.
Sec. 1: Annual net savings shall be determined annually and segregated into three distinct groups described as “member”, “non-member” and “non-patronage” annual net savings.
- Gross receipts shall be all proceeds from the sale of goods and services to members, non-members and all other sums of revenue received and shall be segregated into three distinct groups as member gross receipts, non-member gross receipts and non-patronage source gross receipts.
- Deductions from gross receipts. The CFC shall deduct from the gross receipts all expenses incurred in generating the respective groups’ gross receipts. Such expenses shall include, but not be limited to, marketing expenses, cost of goods sold, taxes, depreciation, reserves for doubtful accounts and all other necessary expenses. Such deductions shall also be segregated as those related to either member, non-member or non-patronage gross receipts. Such allocation of deductions shall be made by either specifically identifying deductions related to a particular group of gross receipts or any other reasonable method of allocation.
- Annual net savings from member, non-member or non-patronage sources shall then be determined by subtracting the respective group’s deductions from its gross receipts.
Sec. 2: Member Patronage Income
- The resulting annual net savings from member patronage, as defined above, may be distributed to the member patrons of CFC in proportion to a member patron’s business done by him/her with the CFC in comparison to all of the member patrons business done by them with the CFC. Such member patronage income may be subject to the deductions and exceptions provided in Section 3 of this Article.
- Any remaining annual net savings will be from either non-member and/or non-patronage sources.
Sec. 3: Capital reserve. The Board of Directors shall annually set aside all annual net savings from non-member patronage and non-patronage sources as a capital reserve. In addition, the Board of Directors may also place into the capital reserve fund all annual net savings from member patronage attributable to member-patrons who are unidentified, or results in a distribution of less than the minimum amount set by the Board. Amounts previously set aside as capital reserves shall not be allocated to the member-patrons but shall be kept in the general reserve fund of the association. The Board of Directors may, by resolution, set aside up to one hundred percent (100%) of the total annual net savings or other reasonable amounts as a capital reserve.
Sec. 4: Distributions
- The annual net savings from member patronage, less any deductions or exceptions as determined by Sections 3 or 4 of this Article, shall be distributed annually to the member-patrons of the association. Member-patrons shall, by their on-going membership in the association, consent to include in their income such patronage distributions from the association in the manner provided in and to the extent required by 26 U.S.C. Section 1385.
- b) Patronage refunds declared shall be distributed in cash or in equity or by any combination thereof, so long as at least 20% be in cash or cash equivalents, as designated by the Board of Directors. Equity distributions may be paid or redeemed in whole or in part at such time, in such manner and such order as shall be determined by the Board of Directors in its sole discretion. The Board of Directors may establish policies and programs for the payments of or redemption of such equities. No transfer or assignment of such equity shall be allowed without the approval of the BOD.
Sec. 5: Allocation of losses. If this association has sustained an annual net loss from member patronage, it shall have the power and authority to allocate such losses from member-patron business in the following manners: 1) to the member patrons for such year or years on a patronage basis and apply such losses against the equity credits or stock of said member- patrons; 2) to apply the loss to the association’s capital reserve 3) or to carry forward or back such loss, as determined by the Board of Directors.
ARTICLE 11: CONSENT BY MEMBERS
Sec. 1: Each member of this association shall, by becoming a member, consent that the amount of any distributions with respect to his, her or its patronage occurring in any fiscal year which are made by qualified written notices of allocation (as defined in 26 U.S.C. 1388) received by him, her or it from the association shall be included in his, her or its income in the manner provided in 26 U.S.C. 1385 during the taxable year in which the qualified written notices of allocation are received. It is the intent of this provision to provide a consent binding on all members who retain or obtain membership in this association and receive a written notification and copy of this bylaw, for the purpose of making such distributions “qualified” within the meaning of the Internal Revenue Code.
ARTICLE 12: INDEMNIFICATION
Sec. 1: This association shall indemnify each person who is or has been director, officer or employee of this association, and each persona who is serving or who has served at the request of this association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including by him or her to the fullest extent of his or her right to indemnify under current Montana Corporation law.
ARTICLE 13: DISSOLUTION
Sec. 1: Dissolution shall proceed as follows:
- conversion of all assets of the CFC into cash,
- allocation of the cash shall be done as follows:
- Payment of all costs of dissolution shall be made first.
- Payment of all remaining debts of the CFC shall be made second.
- The remaining assets of the CFC shall be distributed equally to all active members in good standing at the time of the dissolution.