Article I PURPOSE
The Corporation is formed for the purpose of increasing the access of its members to affordable, healthy, and responsibly produced food and other agricultural, household, and personal care products. The Corporation operates according to cooperative principals, wherein each member receives only one vote. The Corporation is founded under the New York State Cooperative Corporations Law.
Article II MEMBERS
Section 1. Membership. Any person aged 18 or older can apply to be a member of the Corporation. Members shall be required to sign a membership agreement, and agree to comply with the Membership Requirements as adopted by the Board and the Membership.
Section 2. Termination of Membership. Members may voluntarily resign their membership at any time. Any membership fee paid is non-refundable. Members may be suspended from the Corporation for failure to comply with the membership requirements, and will remain suspended until in compliance. Members may also be terminated for gross misconduct by a two-thirds vote of the Board.
Section 3. Voting. Members must be in good standing, as defined by the Membership Requirements, in order to vote at the Annual or General Meeting. Voting may be done in person at a Meeting, or through an authorized electronic vote.
Article III MEETINGS
Section 1. Four general meetings will be held per year, to be the second Monday of April, July, October, and January. In the case of a meeting falling on a holiday, the General meeting will be held on the Monday following. Members may pass resolutions or adopt policies directly if a quorum is met at a meeting.
Section 2. The Board will meet on a periodic basis. When possible, Board meetings will be directly following the General Meeting; however, the Board may choose to meet at another time and place. Board meetings may be held through electronic or telephone communication systems. Board meetings will be open to members, and if held outside of General Meetings, shall be announced to the general membership 24 hours in advance. Minutes of all Board, General, and Annual meetings will be available to the membership.
Section 3. Annual Meetings will be held once per year for the election of the Board, and for any additional business of the Corporation. The Annual Meeting will be in April, and held at a place, time, and date as determined by the Board. The Annual Meeting will be announced to the membership not less than 30 days before the meeting.
Section 4. A Quorum of members at a General or Annual meeting shall be 40 members, or 20 percent of the membership, whichever is less. Votes of the Membership will be binding only if a quorum is met.
Section 5. A passing vote of the membership is 80 percent of the members voting.
Section 6. The Board may, at their discretion, call for an electronic vote open to all members, in order to help the Board reach a decision on an issue. Electronic vote forms shall be approved by half of the current acting committee heads. Electronic votes will be binding if the number of people voting equals twice the number of the quorum of the membership, and the affirmative votes are 80 percent of members voting. If the electronic vote does not meet the number of votes requires, the Board shall make a determination taking into consideration the electronic poll.
Section 7. Proxy voting, or voting without being physically present, counts towards quorum, and is limited to voting on items that have been announced in advance. Proxy voting may occur online, or through an authorized representative with a signed statement from the proxy voter, which dictates voting preference.
Article IV THE BOARD
Section 1. Overview. The Corporation shall have a Board of Directors (the “Board”) consisting of no fewer than five Directors (or, “Board Members”). The number of Directors shall be set at the Annual Meeting by the Membership. Each Director must be a member in Good Standing of the Corporation before being considered to fill such position. A member in Good Standing does not owe any fees, and is not on work suspension or alert.
Section 2. Term. Each Board Member will serve a Three-year term. A Board Member may resign at any time by delivering a written letter of resignation to the Board.
Section 3. Responsibilities and Duties. The Board’s Responsibilities, as a primary function of its accountability to the Membership, are to manage the business and affairs of the Corporation. Such Responsibilities shall reside exclusively in the Board as a deliberative body, however the Board may delegate Responsibilities to individual Officers in conjunction with the procedures outlined in Article V. The Duties of the Board shall include, but not be limited to, oversight of the Corporation’s operations and a fiduciary obligation for its financial health, engaging staff, and ensuring that the Purpose of the Corporation is carried out. The Board shall carry out its own Responsibilities and Duties in conjunction with any official Bushwick Food Coop policies and procedures.
Section 4. Removal and Charges Against Directors. Any Member may bring charges against a Director by filing such charges in writing with the Secretary, together with a petition signed by at least five percent (5%) of the Members entitled to vote, requesting removal. The Board may thereupon remove the Director by the affirmative vote of three-fourths (3/4) of the Members voting thereon at a meeting promptly held after due notice in writing, which shall be no less than 10 days, and no more than 40 days, from deliverance of the notice.
Section 5. Vacancies. In the case of a vacancy in the Board of Directors, the Membership may elect a new Board Member at its next General Meeting, or if that meeting does not meet quorum, then the Board will select the new Board Member. The interim Board Member will serve until their replacement can be elected at the Annual Meeting.
Section 6. Quorum. A Quorum of Board Members shall be one half (1/2) of the current board members, except if the number of Board Members should fall to less than five, in which case a Quorum is 100 percent of Board Members.
Section 7. Indemnifications. The Bushwick Food Cooperative, Inc. shall indemnify and hold harmless any individual who has served or who is serving as an Officer or Board member against claims or liabilities arising from such service, and shall reasonably reimburse expenses incurred in defending against such claims or liabilities, provided they do not arise from negligence or willful misconduct of the Officer or Board member.
Section 8. Regularity of Meeting. At minimum, the Board shall meet quarterly; with one of such quarterly meetings directly following the annual meeting of the Membership (the “Annual Meeting of the Board”).
Section 9. Transparency. All meetings of the Board of Directors shall be duly and clearly announced to the Membership, with at least 24 (twenty-four) hours notice given. Such meetings shall be open to the Membership, without limitation.
Article V OFFICERS
Section 1. Officers. The Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer (“the Officers”).
Section 2. Election and Qualification. At each Annual Meeting, the Directors shall elect the Officers. . The President and Vice President shall be elected from among the Directors. The offices of Secretary and Treasurer shall be selected from the Directors or from the Membership, and may be combined. If a Finance Committee is established under Section 5 of this Article, the Chair of such Finance Committee shall serve as the Treasurer of the Board, unless the Board decides otherwise.
Section 3. Term of Office. Each Officer shall hold office until his or her successor has been duly elected and duly qualified at the Annual Meeting of the Board of Directors following the next Annual Meeting or until his or her earlier death, resignation or removal. Any Officer may be removed in accordance with the process described in Article IV, Section 4.
Section 4. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term must be elected by the Board.
Section 5. Resignation. Any Officer may resign from office at any time. Resignation shall be made in writing and delivered to the Board.
Section 6. Operations. The Board and Membership recognize that the operation of the Corporation may require additional committees or staff. The Board shall facilitate the formation and oversight of standing and special committees, in order to ensure the appropriate means to carry out the Purpose of the Corporation. The operational positions shall follow terms set by the Membership and the Board, in accordance with any official Bushwick Food Coop policies and procedures.
ARTICLE VI FISCAL YEAR
Section 1. The Fiscal Year shall be the calendar year.
ARTICLE VI INSURANCE
Section 1. The Corporation shall have the power to purchase and maintain insurance for itself and any of its Directors, Officers or the Members to the maximum extent permitted by law.
ARTICLE VII AMENDMENTS
These Bylaws may be amended by two thirds of the members voting at a General Meeting where Quorum is met, or by a vote of the membership at the Annual Meeting. The Board may amend the bylaws, subject to ratification at the next Annual meeting or the next General Meeting that reaches quorum.