Bylaws

Menomonie Market Food Co-op Bylaws
Approved January 21, 2008
Ratified by membership February 26, 2008

Section 1: Purpose
1.1 The purpose of the cooperative is to engage in those activities for which co-ops may be organized under Chapter 185 of the Wisconsin State Statutes.
1.2 Menomonie Market Food Coop will create cooperative sustainable economic development that is nurturing to the community, including but not limited to operating a grocery store.

Section 2: Membership
2.1 Any natural person, cooperative, non-profit organization, partnership or business may be accepted into membership on terms established by the Board of Directors of the cooperative by filling out an application form and purchasing the required stock.
2.2 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.
2.3 Each member must purchase one (1) share of Class A stock at $25, and three (3) shares of Class B stock at $25 each. Classes of stock are defined in the Articles of Incorporation.
2.4 Payment options for purchasing required stock are as follows:
• $100 OR
• Four quarterly installments of $30 within one calendar year, of which $25 is to be toward stock and $5 is to be a processing fee
2.5 Failure to pay any installment by the due date or failure to keep a current address with the cooperative will result in the membership being terminated. Reinstatement of a terminated membership may be made by written request and approval of the Board of Directors.
2.6 Memberships are non-transferable.
2.7 Memberships may be terminated by decision of the Board of Directors.

Section 3: Directors
3.1 The board of Directors shall make policy decisions, oversee long range planning, work on committees, evaluate, hire and dismiss the General Manager, and carry out the mandates of the membership.
3.2 The Board of Directors shall consist of no fewer than five (5) individual members.
3.3 No employee of the co-op may serve on the Board of Directors.
3.4 A director’s term is three (3) years. One-third of the positions will be filled by election at the annual membership meeting by majority vote.
3.5 Directors shall not be limited in the number of terms they may serve.
3.6 The Board of Directors shall meet monthly, a minimum of ten times per year. These meetings shall be held at a regular, established time and an agenda will be made available to the membership at least two days before the meeting. Any member may attend a meeting of the Board of Directors. Any member wishing to address the board may do so during the Public Comments agenda item. The board may include a closed session in the agenda at any given meeting. Any person, other than Directors, may be asked to leave at the time of the closed session. Any binding decision made during a closed session must be made public.
3.7 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.
3.8 Any Director may resign at any time by written notice to any Officer. 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.
3.9 A director may be removed by a majority vote at any Annual Membership or Special Meeting.
3.10 The board of Directors may set compensation for board members in accordance with 185.36; this compensation is to be disclosed at the Annual Membership Meeting.

Section 4: Officers
4.1 The principal 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.
4.2 The offices of Secretary and Treasurer may be held by the same individual.
4.3 Vacancies may be filled as in 3.8.
4.4 An officer may be removed from office by a majority vote of the directors.

Section 5: Committees
5.1 Committees may be formed as needed by either the Board of Directors or the membership in compliance with board policy.
5.2 Each committee shall have a chairperson and at least one person who is a member of the board. 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.

Section 6: Meetings
6.1 There shall be one Annual Membership Meeting per year. Notice of the Annual Membership Meeting must be posted in the store at least two weeks prior to the meeting, and be mailed to members at least twenty days but no more than thirty days before the meeting.
6.2 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.
6.3 Special Meetings may be called by the president or upon petition by at least twenty percent of the general membership. Meetings are open to all members. Such meetings must be announced to the membership at least ten days in advance, along with an agenda.

Section 7: Voting
7.1 Each member shall have one vote upon any matter submitted to a vote of the members.
7.2 A member must have purchased the required Class A and B stock in order to be eligible to vote.
7.3 Voting on motions put to the membership or on elections for Directors may occur outside of a meeting by signed ballot.

Section 8: Allocations to Members
8.1 Distribution of profits from the cooperative shall be made in accordance with all applicable State and Federal laws.
8.2 Annual net income from patronage with members available for distribution as determined by the Board of Directors shall belong to the members of the cooperative and be allocated to them on the basis of patronage.
8.3 All or part of the patronage refund declared by the Board may be paid in cash or Class B stock, as determined by the Board of Directors.

Section 9: Amendments
9.1 These bylaws may be amended at any annual or special membership meeting.
9.2 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.
9.3 An amendment is adopted when approved by a majority in attendance at the meeting.
9.4 Bylaws may also be amended 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.