Bylaws

Bylaws of the Menomonie Market Food Co-operative, revised and adopted July 1st 2006.

Section 1: Purpose

The purpose of this cooperative is to engage in those activities for which co-ops may be organized under Chapter 185.05 of the Wisconsin Statutes. The Menomonie Market Natural Foods Co-op shall be specifically committed to the education of its members and the general public in the use and nutritional benefits of wholesome foods, and to provide said foods of the highest quality at competitive prices.

Section 2: Structure

The basic structure shall be that the general membership controls the co-op through the Board of Directors and various committees. The committees and the manager(s) are responsible directly to the Board of Directors who are in turn responsible directly to the general membership.

Section 3: Membership

Any natural person, cooperative, non-profit organization, partnership or business corporation may, on approval of his, her or its application by to the Board of Directors, be accepted into membership on terms established by the Board of Directors of the cooperative. This association shall not discriminate on social or political grounds or on the basis of race, creed, age, sex, handicap, sexual preference or marital status.

General Membership

The General membership options are as follows:
-Lifetime membership $100
-Lifetime 4-Pay: $100 payable in four quarterly installments of $30 within one calendar years, of which $25 is to be a membership installment and $5 is to be a processing fee
Failure to pay any installment by the due date, as invoiced by store management, will result in the membership being declared inactive and all payments made to date declared as equity. Reinstatement may be made after declaration of inactive membership upon written request and approval of the Board of Directors. The payment of the above fees, whether by an individual or by a group, represents one membership and one vote. When a membership is held jointly, The first person named on the membership shall have the right to cast the vote for that membership, unless such right is given in writing by the person so first named to another person listed on the membership to cast its vote.

Once a year preceding the annual meeting, store management shall submit a list to the Board of Directors of those members who have not kept a current address on file with the association. These members shall be deemed inactive members.

Section 4: Discounts and Incentives

All members have a right to discounts and other member incentives as determined and occasionally revised by the published Discount and Incentive Policy. The Discount and Incentive Policy will be drafted and revised as necessary by the Policy Committee and ratified by the Board of Directors. Store management will be responsible to enact systems to track and account for discounts and incentives as directed by the Board of Directors in the Discount and Incentive Policy.

Section 5: Directors

The Board of Directors shall consist of no less than five (5) individual members who will be responsible for the general management of the co-op. No employee of the co-op may serve on the Board of Directors. Each director will serve a term of three (3) years. One-third of the directors will be elected at the annual general membership meeting by majority vote. Vacancies occurring between elections shall be filled by the Board for the remaining length of the term of the vacated position, at which time it will be filled by election. A director will forfeit his or her position by failing to attend two consecutive meetings in one year. A director may be removed by a majority vote at any general membership or special meeting.

Section 6: Officers

The principle officers of the co-op shall be the president, vice president, secretary and treasurer, each of whom shall be elected by the Board of Directors from the membership of the Board of Directors. The officers shall be elected annually at the first board meeting following the annual general membership meeting. The office of secretary and treasurer may be held by the same individual. Vacancies may be filled as in Section 5. An officer may be removed from office by a three-fourths majority vote of the directors. Specific duties of the officers and the directors are as indicated in the “directors and officers job descriptions.”

Section 7: Manager(s)

The manager(s) is responsible directly to the Board of Directors for the day-to-day operations of the co-op store as specifically outlined in the “manager’s job description.”

Section 8: Committees

Committees may be formed as needed by either the Board of Directors or the membership. Each committee shall have a chairperson and a board liaison who is a member of the board. It is suggested that the board member not be the chairperson. The chairperson shall be responsible for the actions of the committee, and for making activity and progress reports at the monthly meetings of the Board of Directors. Committees are required to meet monthly, prior to the meeting of the Board.

Section 9: Meetings

There shall be one general membership meeting per year, to be held within 60 days of the end of the fiscal year. A quorum necessary for the transaction of business shall be at least ten percent (10%) of the total number of voting members of the association, except that when the number of members shall exceed five hundred (500), fifty (50) voting members present shall constitute a quorum. Should there not be a quorum of members at a membership meeting, voting may take place by mail in order to obtain the requisite number of members for the transaction of business.
The agenda for the membership meeting and all special meetings must be posted in the store at least two (2) weeks prior to the meeting. The agenda for the annual membership meeting must also be published in the newsletter at least thirty (30) days prior to the meeting. The Board of Directors and committees will meet on a regular basis. A majority of the Directors shall constitute a quorum at all meetings of the board, and a majority of the Directors present shall decide all questions. Presence at a meeting shall constitute a waiver of notice of such meeting. The time and place of the next board and committee meetings shall be set prior to the adjournment of each meeting.
Special meetings may be called by the president upon petition by at least twenty percent of the general membership as described in Section 3, paragraph 1. All meetings are open.

Section 10: Voting

Each paid membership has one vote. Groups holding one membership shall designate, prior to the meeting, one person to cast the vote. See Section 3, under General Membership, paragraph 2.

Section 11: Patronage Equity

General members as described in Section 3, under General Membership, paragraph1, shall earn equity in the co-op through patronage. Patronage income shall be distributed in a manner consistent with the Patronage Equity Plan that may be modified by the Board of Directors and approved by a quorum of the membership as defined under Section 9 above.

Section 12: Amendments

These bylaws may be amended at any annual or special membership meeting. Proposed amendments must be published in the newsletter and posted in the store at least thirty (30) days prior to the meeting at which the amendment will be considered. An amendment is adopted when approved by a quorum of the membership. Bylaws may also be amended temporarily by the Board of Directors by a three-fourths majority vote. Any bylaws so amended will be subject to approval of the general membership at the next annual or special meeting. The general membership has the final vote on all amendments.