BYLAWS

 of

BEPA BENEVOLENT ASSOCIATION,
a subordinate organization of

BIG EASY PEDICAB ASSOCIATION

 

ARTICLE I: NAME, MISSION, AND PURPOSES

 

Section 1.01.  Name.     The name of the Cooperative is BEPA BENEVOLENT ASSOCIATION

 

Section 1.02. Mission.     The Cooperative’s mission is to be a benevolent life insurance association

Section 1.03. Purpose.     The Cooperative is organized exclusively as a cooperative for the purpose of providing certain services to its members at the lowest possible cost

Section 1.04. Basic Cooperative Principles.     The Cooperative shall operate under three basic principles: (1) democratic control by the members; (2) vesting in and allocating among the members all excess operating revenues over the expenses incurred to generate the revenues (i.e. operating at cost); and (3) subordination of capital.

Section 1.05. Exempt Purposes Regulatory Compatibility.     reserved

Section 1.06. Dissolution.     Upon dissolution, the Cooperative must distribute any gains from the sale of any appreciated asset to all who were members while the cooperative owned the asset in proportion to the amount of business done with each, so far as practical. (Rev. Rul. 72-36, 1972-1 C.B. 151)

Section 1.07. Earnings.     No part of the net earnings of the Cooperative shall individually inure to the benefit of, or be distributable to, any of its members, trustees, officers or other private persons, except that (1) the Cooperative shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes and (2) the Cooperative shall be authorized to distribute “savings” equally among its members

Section 1.08. Equality Statement.     Big Easy Pedicab Association does not discriminate on the basis of race, religion, creed, color, sex (including pregnancy and gender identity), national origin, ancestry, age, disability, physical handicap, mental handicap, medical condition, family medical history, genetic information, sexual orientation, parental status, marital status, political affiliation, military service, veteran status, or any other non-merit based factors.

ARTICLE II: BOARD OF TRUSTEES

Section 2.01. Selection.     Trustees of the Cooperative shall first become and simultaneously serve as trustees of BIG EASY PEDICAB ASSOCIATION.

ARTICLE III: AUTHORITY AND DUTIES OF TRUSTEES

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE IV: AUTHORITY AND DUTIES OF OFFICERS

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE V: INDEMNIFICATION

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

 

ARTICLE VI: ADVISORY BOARDS AND COMMITTEES

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

ARTICLE VII: MEMBERS

 

Section 7.01. Classes.  There shall be one class of members named “member”.

 

Section 7.02. Qualifications.  Qualification for membership is defined as being a licensed pedicab operator and/or pedicab company owner in New Orleans.

 

Section 7.03. Resignation.  Resignations of membership are effective upon receipt by the Secretary of the Board of Trustees of a written notification. Resignations may also be submitted with a given date of resignation.

 

Section 7.04.  Removal.  A member may be removed by majority vote of all members whenever in the members’ judgment the best interests of the Cooperative will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. If at such time a fair procedure is needed to provide a review committee, hearing, debate, and vote, the Board of Trustees shall create such a procedure.

Section 7.05. Dues.  Dues for members is set at a minimum of $100 for a Pedicab Injury Fund. Dues in excess of this amount will be set at the cost of insurance premiums.

Section 7.06.  Meetings.  The annual membership meeting is currently undefined and shall be established by the Board of Trustees.

ARTICLE VII-A: AUTHORITY AND DUTIES OF MEMBERS

 

Section 7-A.01. Democratic Control.  This requirement assures that members participating in the Cooperative endeavor to remain in control by periodically holding democratically conducted meetings, with members, each with one vote, electing officers to operate the Cooperative.

Section 7-A.02. Operating At Cost.  The Cooperative shall return the excess (“savings”) of net operating revenues over its cost of operations to the member-patrons and must not operate either for profit or below cost. The Cooperative’s “savings” belong to its member-patrons, not the organization, and it must allocate the savings to its member-patrons in proportion to the amount of business it did with each.

Section 7-A.03. Subordination of Capital.  Contributors of capital to the Cooperative, in their status as equity owners, neither control the operations nor receive most of the pecuniary benefits of the Cooperative’s operations. The Cooperative is oriented to member-patrons. Members of the Cooperative band together to share interest, risk, and burden to obtain services or benefits, rather than simply invest as equity owners.

ARTICLE VIII: FINANCIAL ADMINISTRATION

 

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

Section 8.05. Distribution of Savings.     The Cooperative must distribute any savings to members in proportion to the amount of business done with them (based on the operation at cost principle). (Rev. Rul. 72-36, 1972-1 C.B. 151)

Section 8.06. Retaining Funds.     The Cooperative must not retain more funds than it needs to meet current losses and expenses (based on the operation at cost principle). (Rev. Rul. 72-36, 1972-1 C.B. 151)

Section 8.07. Providing Multiple Services Within the Cooperative.     The Cooperative must account to members and patrons for all costs and savings that result from a particular service. It must equitably allocate costs or savings among members or patrons of each particular service so savings or losses are returned to each member in direct proportion to his or her patronage. So, the Cooperative must account for savings, costs, and losses from each service separately to ensure that savings or losses can be allocated properly to each member or patron. The Cooperative can combine different services without violating the requirement to operate at cost if it meets the following criteria: (1) many member-patrons of one service are also patrons of the other services in the allocation unit; (2) the Cooperative’s articles of incorporation, bylaws, or written policies specifically detail the composition of all allocation units and how savings or losses are to be allocated in each unit; (3) the Cooperative informs members of each allocation unit the risk-sharing and benefits of combining different services in one allocation unit; (4) a majority of the Cooperative’s members agree to the grouping; and (5) members periodically vote to affirm the agreement.

Section 8.08. Issuing Shares of Non-voting, Interest Bearing Stock.     If the Cooperative needs outside capital to finance the Cooperative’s exempt business activities, the Cooperative may raise outside capital by issuing stock that has the following characteristics: (1) dividend payment; (2) dividend rate is fixed at eight percent per year or the legal rate permitted in Louisiana; (3) shareholders cannot directly or indirectly participate in the Cooperative’s savings or profits; and (4) shareholders will not have voting rights. However, the Cooperative cannot issue unlimited or numerous shares of non-voting stock and remain a cooperative without violating the subordination of capital principle.

ARTICLE IX: BOOKS AND RECORDS

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.

Section 9.01. Members Rights & Interest in Assets.     The Cooperative must keep adequate records of each member’s rights and interest in the assets of the organization. The Cooperative can not forfeit a member’s right and interest in the organization upon termination of membership. (Rev. Rul. 72-36, 1972-1 C.B. 151)

ARTICLE X: AMENDMENT OF BYLAWS

Except as defined in other bylaws herein, this article shall be governed by the corresponding article set forth in the Bylaws of BIG EASY PEDICAB ASSOCIATION.