By-Laws

Name and Location

The name of this corporation shall be Citizens Co-op, Inc.

The principal office of this company in the state of Florida will be the 435 S Main Street in Gainesville, FL. The registered address shall be 435 S Main Street .

Definitions

As used in these by-laws, the following terms mean as follows:

• “Company” means Citizens Co-op, Inc.
• “Member” means an owner of the Company
• “Board” or “BOD” means the Board of Directors of the Company.

Purpose and Principles of Operation

The purpose of this company is to provide a retail marketplace that sells grown and/or processed foods and non-food items, for the mutual benefit of its producer and customer members. The activities of this company are governed by its core values of social justice, environmental stewardship, community outreach, and economic sustainability. The company shall educate members, and the general public, regarding cooperative principles, the local food movement, its core values, and the practical implementation of these principles. This association shall be operated on a cooperative basis for the mutual benefit of its members as patrons, producers and employees and owners of the company. The Company shall exist for those purposes as outlined in the Articles of Incorporation.

The Company shall be operated in accordance with cooperative principles adopted by the International Cooperative Alliance, including:

• Voluntary and open membership to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination;
• Democratic governance by members with equal voting rights among members and opportunity for participation in setting policies and making decisions;
• Economic participation by members with members equitably contributing to, and democratically controlling, the capital of the Company, and with earnings being equitably distributed and applied to the development needs of the Company and to supporting other activities approved by the membership;
• Autonomy and independence of the Company as a self-help organization controlled by its members;
• Educating and training members, Directors, and employees so they can contribute effectively to the development of the Company, and informing the general public about the nature and benefits of co-operation;
• Strengthening the cooperative movement by working with other cooperative organizations at all levels;
• Working for sustainable development of the Company’s community.

Membership

Designation and Qualifications

• Any human individual, household, company, cooperative or non-profit corporation which meets all qualifications set forth in these bylaws shall qualify to be a consumer member. A Household or the Board of Directors of a company, cooperative, or non-profit corporation which is a member, may designate a representative to vote that entity’s vote. Members shall be any individuals who have attained the age of sixteen (16) years and adhere to the rights and responsibilities of the membership plan for which they apply.

Method of Acceptance

• Anyone may become a member of the Company by completing a membership application and paying the fees required by the current Membership Fee

Refundable

• All memberships are to be a one-time, refundable fee.

Non-Transferability

• The membership purchased shall be non-transferable. The fee for each membership plan shall be equal, and determined by, and used for purposes designated by, the Board.

Types of Membership

There shall be three categories of membership as follows:

• Consumer Members
• Producer Members
• Worker Members

Voting Rights

A member is defined in good standing or “current”, and is eligible to vote in matters brought before the membership, if the members has purchased a current membership and has fullfilled any other requirements for Company membership as determined by the BOD.

• Consumer members in good standing shall have (1) vote per membership.

• Producer members in good standing shall have (1) vote per membership in Producer Representative Elections.

• Worker members in good standing shall have (1) vote per membership in Worker Representative Elections.

Member Responsibilities

All members should:

• update membership information in Company records
• Promote the Co-op to others
• Keep informed
• Participate in Co-op Activities
• Attend Meetings; Raising Concerns
• Vote and participate in decision-making process
• Support the Company by doing business with it; and
• Provide needed capital or other means of support when feasible and necessary to operate and sustain the Co-op.

Access to Information

Members shall periodically be provided reasonably adequate and timely information as to the financial and organizational affairs of the Company, including corporate records such as approved minutes of the Board of Directors, bylaws, articles of incorporation, and other policies of the Company. Members shall be provided access to the books and records of the Company at a reasonable time and for a proper purpose if the member gives the Board written notice of her/his demand at least seven (7) days before the date on which the member wishes to inspect the books and records. Access to information is subject to such reasonable restrictions or alternative means as is determined by the Board as necessary to protect sensitive materials of the Company or the privacy of its members.

Termination of Membership

• Withdrawal from Membership – Members wishing to withdraw from the Company may do so at any time and receive a full refund of their membership fee. Members will allow the Company a 30 day grace period to determine an economically feasible repayment plan.
• Removal From Membership – If the Board believes that a member is causing appreciable injury to the Company through failure to comply with the requirements of these bylaws or through actions deemed contrary to the Company’s best interests, the Board may take action to terminate membership. At least fifteen (15) days’ notice of the charges shall be given to said member. Within that time period, the member shall have the right to respond in writing to the charges. If there is no written response from said member, membership shall automatically terminate after the fifteen (15) days’ period. If there is a written response, the Board shall call a Special Board meeting in Executive Session at which a decision will be made. The member shall be notified in writing of the Board’s decision.
• Membership Fee Refund – If a member fails to request a refund of their membership fee, the funds in the account may be forfeited to the Company. No more than one year after the membership is terminated, the Company shall mail a reminder notice to the former member’s last known address that, according to the Member Contract signed by the member, the member will be deemed to have donated the member’s membership fee funds to the Company.
• Settlement of Disputes – In any dispute between the Company and any of its members or former members that cannot be resolved through informal negotiation, it shall be the policy of the Company to first use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

Meetings of the Membership

• Power of Annual Membership Meeting – Membership meetings have the power to make major decisions affecting the Company.
• Action by members of the Company is required for:
  • Dissolving and liquidating the Company
  • Merging with another corporation
  • Transferring all or part of the Company’s assets
  • Electing of the Board of Directors
• Notice of Meeting – Notice of membership meetings must be delivered to current members at least thirty (30) days in advance of the meeting. The notice must include the agenda and a description of any matter or matters that shall be approved by the members at the meeting (including the candidates for BOD positions)
• Location – The location of the membership meetings shall be in Alachua Country in the State of Florida. The exact location of these meetings shall be determined by the Board and posted in the principal office.
• Organization – Chair of the Board shall chair the membership meetings. Minutes shall be taken by the Secretary of the Board. The order of business shall be approved by the members.
• Quorum – Quorum at membership meeting shall be no less than 10% of membership
• Voting Procedures – Each membership shall have one and only one vote on each issue submitted to a vote at a meeting of owners. Voting by proxy shall not be permitted. Unless otherwise required by law or by these by-laws, issues shall be decided by a simple majority of votes. The Board may prescribe additional rules and procedures for elections as appropriate. The Board shall take steps to encourage maximum participation by the membership.
• Membership Policy Changes – Membership policies are subject to change as per Board decisions.

Board of Directors

General Duties and Powers

The business and affairs of the Company shall be managed by the Board of Directors. The Board may adopt such rules, regulations and resolutions not inconsistent with the Articles and the By-laws as it may deem proper for the conduct of its meetings and the management of the Company. Specifically, these shall include, but not be limited to the following:

• To set policies to further the mission and goals of the Company, to interpret and implement the mission and purpose of the Company, and when needed, to introduce proposals for change to the mission and purpose of the Company.
• To manage the Company’s long range financing.
• Selection, evaluation, compensation, hiring, and firing of the Management.
• Define duties of the Management.
• Employ an auditing firm.
• Retain board legal counsel.
• Approve basic changes in financial structure.
• Approve major plans and commitments.
• Approve wage and benefit structure.

Number of Directors

The number of directors shall be no fewer than 5 (five) members and no more than 7 (seven) members. Each shall be elected to a term of three years except for the first year wherein there will be 2 (two) seats elected for a term of (1) year, 2 (two) seats elected for a term of 2 (two) years, and 3 (three) seats elected for a term of (3) years.

Director Seats

There will be a seat on the BOD acting as a representative of each of the 3 (three) membership categories and a remaining 4 (four) seats to be filled by any qualifying candidate.

Participation/Removal

The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. The Board may remove any Director who fails to attend 3 consecutive meetings of the Board, by a vote of 2/3 of the Directors at the meeting.

Resignations

Any director may resign at any time by written notice to the Board. The resignation shall take effect at the time the notice is received or at such a later time as is specified in the notice of resignation. The acceptance of the resignation shall not be necessary to make it effective.

Vacancies

Any vacancies shall be filled by appointment by a majority of those Directors then in office, term to run until the next general membership election, to fill the remainder of the term (if any remains). The membership shall be notified of any appointment to fill a vacancy.

Officers

• Principal Officers – The principal officers of the Company’s Board of Directors shall be a Chair, Co-Chair, a Secretary, and a Treasurer.
• Term of Office – The Chair, Co-Chair, Secretary and Treasurer shall be elected by the Board of Directors for the term of one year.
• Removal – Any principal officer may be removed by the Board whenever in their judgment the best interests of the Company will be served thereby.
• Resignation – If the office of the Chair shall become vacant, the Co-Chair shall become Chair. If the office of the Co-chair becomes vacant, the Board of Directors shall appoint a Co-chair until the next election.
• Duties and Powers of Officers
  1. The Chair shall:
     • Be responsible for calling meetings of the Board and for establishing the agenda;
     • Sign, in the name of the Company, any contracts or agreements for the Company at the direction of the Board of Directors or the membership;
     • Ensure preparation of an Annual Report;
     • Serve as the primary spokesperson for the Company
  2. The Co-Chair shall:
     • Assist the Chair in performing her/his duties.
     • In the absence or incapacity of the Chair, serve and act in the Chair’s place.
  3. The Secretary shall:
     • See that minutes of Board meetings and membership meetings are taken and approved
     • Supervise custody of all corporate documents and authenticate records of the Company
     • Countersign all contracts or agreements for the Company
     • Ensure that official records are maintained of members of the Company and of the Board, and that these records are available when required for reports, elections, referenda, other votes, etc.
     • Ensure that an up-to-date copy of the bylaws is available at all meetings;
     • Ensure that proper notification is given of Directors’ and Members’ meetings; and
     • Manage the general correspondence of the Board of Directors
  4. The Treasurer shall:
     • Have responsibility for all financial reports and other financial documents of the Company and shall supervise their preparation and accuracy;
     • Ensure that accurate financial records are kept and that required financial reports and tax returns are filed;
     • Provide a statement of the condition of the Company at each annual membership meeting and at such other times as directed by the Chair or the Board of Directors;
     • Countersign all documents in the absence or incapacity of the Secretary.

     Board Meetings

     • Notice – Notice of meetings of the Board of Directors shall be posted promptly in the Company store, principle office, and published in any newsletter or regular mailing to members. A meeting or a portion thereof may be closed when a particularly sensitive issue is discussed, or when the meeting is a Board or committee retreat. The Board shall call an Executive Session when personnel matters, real estate negotiations, litigation, and other financial transactions are to be considered.
     • Location – The Board shall meet at least once quarterly at a time and place determined by the Board of Directors and posted in the principal office. Special meetings can be called by the Chair, and all Board of Directors members shall receive notice 7 (seven) days prior to such a meeting.
     • Quorum – A Quorum shall consist of a majority of the Directors
     • Voting- The Board shall strive to make decisions by consensus, attempting to reconcile differing points of view based upon the best interests of the Company. If, in the opinion of a majority of Directors present, diligent efforts have failed to produce a consensus, the votes required for a decision are two (2) less than the number of Board members present. If at any Board meeting fewer than seven (7), but no less than four (4) Directors are present, at least four (4) affirmative votes are required to reach a decision. If fewer than four (4) Board members are present, decisions must be postponed until such time as the number of Board members available is at least four (4).

     Board Committees

     The Board shall designate committees to carry out the responsibilities of the Board and to formulate policy. The membership shall be informed of the various committees created by the Board. The Board shall appoint the members of the committees, and shall designate the chairs of each. Non-director members may be voting members of any committee of the Board, but a majority of every committee shall be Directors, except otherwise specified in these By-laws.

     Standards of Conduct

     Directors shall be responsible at all times for discharging their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they reasonably believe to be in the best interests of the Company.

     Conflicts of Interest

     Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any transaction under consideration by the Board. The Board shall determine whether a direct or indirect interest of said Directors exists, and any such interest shall be made a matter of record in the minutes of the meeting. Directors having such an interest may not participate in the decision of the transaction or in deliberations leading to such decision. A transaction in which a Director has an interest may be approved by Directors who have no interest in the transaction and upon a determination that the transaction is fair to the Company.

     Finance

     Budget and Finance Committee

     The Budget and Finance Committee consists of the Finance Manager, the Treasurer, and any other persons approved by the board.

     • Budget – The Company shall have a budget drafted by the Budget and Finance Committee and ratified by the Board. A brief version of the budget approved by the Board of Directors shall be published to the Membership. The budget shall be monitored by the Board of Directors and the Finance Manager. A financial review of the Company shall be conducted at least every 5 (five) years unless doing so would severely impair fiscal soundness of the Company.
     • Unbudgeted Capital Expenditures – Unbudgeted capital expenditures over one percent of the Company’s net worth are to be approved by the Board of Directors.
     • Fiscal Year – The fiscal year of the Company shall be determined by the Board.

     Capital Stock
     

     The Company is organized with capital stock.
     Rights & Preferences for Investor Class Shareholders are:
     • Cumulative preferred dividends at a rate of 8% per annum beginning after the first year of business operations.
     • Non-voting stock
     • Non-transferable unless approved by the board
     • Refundable, upon written request to the board, with an economically feasible repayment schedule being determined by the board within 30 days of request.
     • Investor shall not try to sway the economic decisions of the Company in any way, through its influence as a member or director on the board, to his or her own financial benefit as an investor in the Company.

     Surplus Funds

     The Company may from time to time and at such rate or rates determined by the Board, distribute annually as a patronage rebate, in kind or in cash, to its members based on their respective purchases of goods or services, the net earnings of the company attributable to business done with members, reserving such funds as the Board deems necessary for inventories, depreciation, capital expenses, working capital, or any other reasonable future business expense. The company shall not distribute as a patronage refund any income from operations not attributable to business with its members. The Bylaws may contain such other provisions not inconsistent with the foregoing which the Board deems appropriate regarding distribution of surplus funds.

     Record of accounts

     The Company shall keep a correct and complete record of accounts for the Company.

     Depository

     The Board of Directors shall:

     • Select one or more banks to act as depositories for the funds of the Company
     • Determine the manner of receiving, depositing, and disbursing the funds of the Company and establish the form of checks, and authorize the person(s) by whom they shall be signed.
     • The Board shall reserve the power to change at will such banks and the person(s) signing checks, and shall ensure that appropriate security procedures are established to safeguard access to depository funds.

     Accounting System

     The Board of Directors shall cause to be installed an accounting and records system which shall be adequate to meet the requirements of the business and shall require proper records to be kept of all business transactions.

     Audits

     The Board of Directors shall ensure that an audit of the Company’s books and records is performed annually, or at such other time interval as the Board may establish, by such person(s) as the Board shall charge with this responsibility. The audit may be conducted by an outside professional auditor, an audit committee of the Board, or by other qualified persons, as the Board may determine from time to time. All audit findings shall be reported to the Board, which shall ensure that any required corrective actions are promptly taken. A summary of these audit findings and any corrective actions taken shall be reported to the members.

     Dissolution

     Upon dissolution or final liquidation of this company, the assets of the company shall be distributed in the following order or priority:

     • Salaries and wages owed to employees through the date of liquidation.
     • All creditors of the Company, including bank loans, personal loans, and trade accounts payable that have arisen in the normal course of business.
     • All investor class shareholders, including both shareholder equity and cumulative preferred dividends on account as of the date of liquidation.
     • Any remaining assets shall be distributed equitably to all member class shareholders based on each member’s cumulative equity account first and evenly to each member thereafter.
     • No changes may be made to the foregoing basis for distribution of assets upon liquidation of the company.

     Operations

     The Board of Directors may employ, define duties, fix compensation, and evaluate a Management Team to manage the business of the Company under the direction and control of the Board. The Company’s Management shall have charge of the ordinary and usual business of the Company, under the supervision of the Board of Directors, and shall perform such other duties and exercise such authority as the Board may vest in the Management. The Managers are expected to attend all meetings of the Board of Directors.

     Interpretation and Amendment

     Severability

     In the event that any provision of these bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.

     Amendments

     These bylaws may be amended or repealed by vote of current BOD, provided that the notice of the meeting at which the amendment is to be adopted contains or is accompanied by a copy or summary of the amendment and the meeting is announced.

     Notice and Waiver

     Notice

     Any notice required under these bylaws shall be deemed delivered when deposited in the U.S. first class mail with names and addresses as they appear on file in the records of the Company.

     Indemnification

     The Company may, to the extent legally permissible, indemnify each of its present and former members, Directors, agents, and employees (“Covered Persons”) against all expenses and liabilities that a Covered Person has reasonably incurred in connection with or arising out of any action or threatened action, suit, or proceeding in which a Covered Person may be involved by reason of being or having been a Covered Person. Such expenses and liabilities shall include, but not be limited to, judgments, court costs, attorney’s fees, and reasonable settlements. The foregoing indemnification provisions shall not be exclusive of other rights to which a Covered Person may be entitled to as a matter of law.