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By-Laws Of North Farm Cooperative ARTICLE I - GENERAL Section A:
Name. North Farm Cooperative 1) All sums received for supplies, commodities, equipment and other property procured for patrons, and all sums received for services performed for patrons, and all sums received as patronage refunds from other cooperative associations, and any and all sums received from any source whatsoever shall be deemed to be gross receipts and shall be received and held by the association for and as the property of its patrons, subject to the deductions there from and distribution thereof hereinafter provided. 2)The association shall deduct from said gross receipts: a) The actual cost of supplies, commodities, equipment and other property procured for patrons. b) The actual cost of services performed for patrons. c) All other necessary expenses. d) Reasonable amounts for valuation reserves such as reserves for depreciation of physical property, doubtful accounts, etc. e) Employee deferred compensation payments and contributions to employee pension or profit sharing plans, if any. The balance of said gross receipts remaining after said deductions, calculated upon a fiscal year basis, shall be deemed to be an annual savings (net proceeds) and shall be added to the capital reserve. 3) The Board of Directors may set aside such part of the annual savings (net proceeds) not exceeding twenty percent (20%) as it may deem advisable for the purpose of creating a capital reserve (surplus). Whenever the capital reserve shall equal fifty percent (50%) of the paid up capital, the Board of Directors shall not set aside any of the distributable savings (net proceeds) in the capital reserve. 4) The Board of Directors may set aside a sum not to exceed five percent (5%) of the annual savings (net proceeds) as an educational fund which shall be used for the purpose of promoting and encouraging cooperative organizations. 5) The Board of Directors may grant a bonus to employees who are in the employ of the association at the time of apportionment of proceeds which bonus may be paid either in cash or in allocated equity reserve by the issuance of capital interest certificates or by any other media determined by the Board of Directors. 6) All of the annual savings (net proceeds) then available for distribution shall belong to and be held for the patrons of the association, and shall be distributed annually to said patrons as a patronage refund on the basis of their respective patronage as hereinafter provided. There shall be no distinction between persons entitled to the remaining net proceeds but distribution, which shall be as equitable as practicable, may be based on business done with particular commodities, supplies or services, or upon classification of business according to type or nature thereof, as determined by the Board of Directors or these by-laws. 7) Each member of this cooperative as of the effective date of this by-law who continues as a member after such date, and each person who shall after such date become a member shall, by such act alone, consent that the amount of any distributions with respect to patronage occurring in any fiscal year of the association beginning after December 31, 1962, and which are made in written notices of allocation (as defined in 26 USCA 1388), and which are received by said member from the cooperative, will be taken into account at their stated dollar amounts in the manner provided in 26 USCA 1384(a), less any amount which may be excluded under 26 USCA 1385(b) in the taxable year in which such written notices of allocation are received by said member. Section G: Allocation to Patrons 1) All of the annual patrons' net overpayments (net proceeds), including overpayments made by this association to other cooperative associations and repaid to this association, available for distribution, shall belong to its patrons and shall be allocated to them on the basis of patronage and as provided in the by‑laws. The records of the association shall always show the interest of patrons in the reserves and surplus of the association. 2) All of any part of the patronage refund declared by the association at any time may be paid by allocated equity reserve by the issuance of capital interest certificates or by any other media determined by the Board of Directors. ARTICLE II - PRINCIPLES OF THE COOPERATIVE Section A: The North Farm Cooperative values cooperative and
not-for-profit business organizations legally and practically.
Membership or worker control of policy making is consistent with this. ARTICLE III -
STRUCTURE ARTICLE IV -
CHAPTERS 1) Wisconsin Chapter: The entire state of Wisconsin. 2) Big West Chapter: The states of Montana, Wyoming, North Dakota, South Dakota, Minnesota, Iowa and Missouri. 3) Michigan Chapter: The entire state of Michigan, including the Upper Peninsula. 4) Midwest Chapter: The states of Illinois, Indiana, Ohio and Kentucky. 5) Warehouse Chapter: All employees of North Farm Cooperative. Section B: The Board is authorized to amend Article IV, Section A. Section C: Chapter Duties. 1) Receive information about NFC policies and service changes and give feedback for the warehouse management and the Board of Directors. 2) Elect one Director, and one Alternate Director. 3) Discuss issue papers which are generated by the Board of Directors, other chapters, members of NFC and the warehouse staff. 4) Hold workshops and other educational activities. 5) Take direct action on local problems and legislative issues. 6) Provide policy suggestions for the consideration of the Board of Directors. 7) Nominate qualified candidates for At-Large positions on the Board of Directors. ARTICLE V -
ENTRY ARTICLE VI -
RESIGNATION ARTICLE VII -
TERMINATION OF MEMBERSHIP ARTICLE VIII -
MEMBERSHIP 1. vote for the directors representing their respective chapters and At-Large Directors; 2. contribute to the capital requirements of the cooperative as determined from time to time by the policies of the cooperative; 3. pay Class A prices; 4. be eligible to participate in patronage rebate and equity redemption programs; 5. be eligible to receive credit terms of sale under cooperative credit policy; 6. vote on proposed amendments to by-laws and Articles of Incorporation; proposed sale of all or substantially all of the assets of the cooperative; 7. receive top priority in the scheme of food distribution; 8. share in the educational, news, and other resource services of the cooperative; 9. send at least one voting representative to the NFC General Membership Meetings. Section B: Class B Membership. 1. contribute to the capital requirements of the cooperative as determined from time to time by the policies of the cooperative; 2. pay Class B prices; 3. be eligible to participate in patronage rebate and equity redemption programs; 4. be eligible to receive credit terms of sale under cooperative credit policy; 5. vote on proposed amendments to Article of Incorporation; proposed merger or consolidation of the cooperative; proposed dissolution; proposed sale of all or substantially all of the assets of the cooperative; 6. be entitled but not obligated to send at least one voting representative to the NFC General Membership Meetings. Section C: Class C Membership. 1. vote for the directors representing the chapter and At-Large Directors; 2. contribute to the capital requirements of the cooperative as determined from time to time by the policies of the cooperative; 3. pay Class C prices; 4. be eligible to participate in patronage rebate and equity redemption programs; 5. be eligible to receive credit terms of sale under cooperative credit policy; 6. vote on proposed amendments to by-laws and Articles of Incorporation; proposed merger or consolidation of the cooperative; proposed dissolution; proposed sale of all or substantially all of the assets of the cooperative; 7. attend the NFC General Membership Meetings. Section D: Non-Member Buyers. Non-Member Buyers must be approved for buying by the Board of Directors according to NFC non-member buyer criteria. ARTICLE IX -
COOPERATIVE BOARD OF DIRECTORS Section B: All powers of the cooperative shall be exercised by or under the authority of, and the business and affairs of the cooperative shall be managed under the direction of, the board. The Board shall exercise the authority and responsibility provided by the law, including without limitation: 1) Approval of membership criteria and applications. 2) Determining the total capital requirements of the cooperative and the proportion of that should be contributed by members. 3) Determining the amount of net surplus. 4) Allocating net surplus. 5) Developing long-range planning. 6) Approval of annual budget. 7) Formulating policy and programs for education. 8) Insuring the implementation of all Board and General Membership Meetings decisions. 9) Hiring, evaluating and removing the General Managers, with consultation with warehouse staff. 10) Electing the officers of the cooperative. 11) Organizing the NFC General Membership Meetings. 12) In the case of an at-large board member vacancy, the Board of Directors may replace that director until the next at-large election. Section C: Communication. The Board will share with the chapters the responsibility of keeping itself informed and up-to-date on the operation of the cooperative. The Board will take a broad view concerning the needs of the members, chapters and the cooperative itself. These needs will be integrated into implementable policies and programs, involving all aspects of the members existence. Section D: Decision‑Making and Meetings. a) The Board shall act by majority of votes cast. On matters that are only its responsibility, the Board will make decisions and inform the rest of the North Farm Cooperative network. These decisions may be changed with further input from the rest of the network. On matters that are the responsibility of the network, the Board will help stimulate and facilitate discussion with the chapters, so that the Board can make decisions with network input. Issues may be raised by the Board, the chapters, or individual members of the North Farm Cooperative. Decisions are subject to review by the General Membership. b) Board meetings will be held at least quarterly at a site agreed upon by Board members. Section E: Quorum. A quorum shall be a majority of Directors in office. Section F: Election of Directors. 1) Elections for the Board of Directors shall be held annually. Each voting member may vote by signed mail ballot prior to the spring General Membership Meeting, or by ballot at this meeting. Each Director shall serve a term of two years beginning upon election and continuing until the election of a successor Director at the conclusion of the term. Terms of the several Directors shall be staggered so that no more than one-half plus one of the terms expire at any annual meeting. 2) There shall be two types of Directors: 1) Elected by the chapters; and 2) Elected by the At-Large membership. Each chapter may elect one Director. Up to four At-Large Directors may be elected to the Board. The Chapter Directors shall be nominated by and voted on by the members of their respective organizations. The At-Large Directors may be nominated by any member of the cooperative and are voted on by the entire membership (that is authorized to vote). 3) The following restrictions apply to the eligibility of the At-Large Directors: members of the warehouse chapter of North Farm Cooperative may run for At-Large Director positions. They may occupy a maximum of one (1) at-large seat. 4) Each chapter may elect one Alternate Director for a one year term. An Alternate may act as a Director in the absence of that Chapter's Director, and may participate in Board activities as per Board policy. 5) To serve on the North Farm Cooperative Board each director must be able to fulfill any licensing and/or regulatory requirements as may be required to conduct the business of North Farm Cooperative. 6) Every director shall be a member or a representative of a member who is other than a natural person. Section G: Removal of Directors. Any Director may be removed from office by a 2/3 vote taken at a meeting of the body which had elected the Director or by a larger plurality if the rules of the body so require, also, any director may be removed from office by a ¾’s vote of all the Directors of North Farm Board, provided that the subject Director and all members of the body shall receive written notice of the proposed removal no less than thirty (30) and no more than sixty (60) days prior to the meeting at which removal shall be proposed. Section H: Executive Committee. The Board may elect an Executive Committee pursuant to Wisconsin Statute 185. 33 to consist of at least three Directors, with only such authority as delegated by the Board of Directors. Section I: Resignation of Director. A Director may resign from the Board at any time by submitting written notification to the President. The receipt of notification shall set the date the resignation takes effect unless a time is stated in the notification. A resignation is not revocable. Three unexcused absences in a 12 month period constitutes an automatic resignation from the Board. The President shall notify the Board and Chapter of any resignation as soon as possible. The vacancy will be filled by the elected alternate until the Chapter elects a permanent replacement. ARTICLE X -
GENERAL MEMBERSHIP MEETINGS ARTICLE XI
-OPERATIONS Section B: Additional Responsibilities of the General Manager. 1) Determining salaries and benefits. 2) Determining working conditions. 3) Recommending capital expenditures. 4) The General Manager shall be responsible, in operations, for assessing the needs of the cooperative members, and for determining methods to meet these needs. 5) Determine prices and discount policies. 6) The authority to change basic services. 7) Formulate food policy in conjunction with the Board. Section C: Workers. The General Manager, other management staff and board shall give respectful consideration to the observations, ideas and suggestions of the workers in fulfilling the responsibilities listed in Sections A and B above. The above by-laws restated by action of the membership May 13, 2000. Amended 4/20/85; 4/16/88; 4/22/89; 2/17/90; 3/16/91; 4/12/91; 3/28/92; 5/16/92; 12/12/92; 5/8/93; 5/7/94; 5/17/97; 1/22/00; 5/13/00 |
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