Kingston Food Coop Bylaws

Adopted March 6, 2019

ARTICLE I: OUR COOPERATIVE

  1. Name. The name of this cooperative is corporation is Kingston Food Coop, Inc.
  2. Our Mission. Kingston Food Coop is a member-owned, cooperative market committed to providing fresh, local, nutritious, and affordable food to the Kingston community.  Together, we work to support the changing needs of our members and to promote the well-being of our city and our planet.
  3. Our Values.
  1. PROMOTION OF COOPERATIVE VALUES. We adhere to the seven cooperative principles and believe that cooperatives are an important and effective way to meet people’s needs. Through alliances with other local and regional cooperatives and worker-owned businesses, we seek to strengthen economic well-being and economic democracy in our region.
  2. COMMUNITY INVOLVEMENT. We will seek out and invite people from all segments of the community to learn the benefits of cooperatives and to become actively involved in them.
  3. DEMOCRATIC OPERATION. Each co-op member has a voice in the governance of the cooperative. Members contribute directly through committee work and participation and voting at Membership Meetings or,  indirectly, by communication with their Council members. Council members are democratically selected.
  4. ECONOMIC JUSTICE. We strive to provide goods at affordable prices for members, while  providing fair compensation and good jobs to our workers and dealing fairly with our suppliers. We intend in our decisionmaking to weigh and balance the needs of our members, workers, suppliers, and the community. In addition, we take into account the working conditions of those whose labor produces the goods we decide to sell.
  5. QUALITY. We are committed to providing fresh, local and nutritious food, and well-made goods.
  6. LOCAL PRODUCTION. We encourage local production for local consumption. We prefer buying from local farmers and producers to long-distance transport.
  7. ECOLOGICAL RESPONSIBILITY. Concern for the environment is shown by careful consideration of the ecological consequences of all our decisions. We encourage resource conservation in all our activities, including product choice, packaging, energy use, and recycling.
  8. MEMBER EDUCATION. We try to teach ourselves about food, nutrition, cooperatives, finances, decision-making and all the skills and information needed to build a strong cooperative and a better society.
  9. DIGNITY, EQUALITY, AND FAIRNESS. We affirm the basic dignity of all people and their right to fair and equal treatment. We seek to operate without discrimination on the basis of race, class, gender, gender identity and history, age, religion, affectional/sexual preference or disability.
  10. COOPERATIVE PRINCIPLES.
  1. Open and voluntary membership
  2. Democratic member control
  3. Members’ economic participation
  4. Autonomy and independence
  5. Education, training and information
  6. Cooperation among cooperatives
  7. Concern for community

ARTICLE II: MEMBERSHIP

  1. Classes of Membership. There are two classes of ownership. The worker class consists of all worker patrons of the cooperative as defined herein who have purchased a Worker Share. The consumer class consists of all consumer patrons of the cooperative as defined herein who have purchased a Consumer Share.
  2. Ownership Eligibility and Acceptance. Ownership in the cooperative shall be open to any person that supports the purposes of the cooperative as expressed in the Articles of Incorporation, these Bylaws, and the policies of the cooperative, and who is a resident of the State of New York when the Ownership Share is purchased. An application shall be accepted unless the council determines in its discretion that the interests of the cooperative would be better served by returning the subscription. All active employees of this cooperative are eligible for Worker Ownership after a suitable vesting period. An “active” employee must have worked, on average over the preceding six months, a minimum of 20 hours per week. Any person eligible for Worker Ownership shall be ineligible for Consumer Ownership.
  3. Worker Ownership Stock and Rights. The price of a worker ownership share shall be set by the Council. An ownership share will function for all intents and purposes as an ownership certificate. Workers who have begun paying for an ownership share as part of a payroll deduction plan are entitled to all the rights and privileges of ownership, including voting and dividend rights. Each Worker Owner shall be entitled to a certificate of Ownership Stock. The Worker Ownership Stock of this corporation may be purchased, owned, and/or held only by Worker Owners of the company. Each Worker Owner may own no more than one share of Ownership Stock, which will entitle its holder to vote in any meeting of the Owners according to Article VI of these By-laws. No Worker Owner may sell, assign any interest in, or otherwise transfer his or her Ownership Share during the period of his or her working for and membership in the corporation. All certificates representing Ownership Shares shall, in accordance with the law.
  4. Worker Ownership Termination. When a Worker-owner voluntarily or involuntarily ends their work in the company, their ownership automatically ends and the ownership share shall be deemed transferred back to the corporation. Within fourteen days of termination, the company will pay for the owner’s share at its original price in cash, after offsetting against the share price any negative balance, if one exists, in the Internal Account for that member, any debts that member owes to the cooperative. If the owner’s Internal Account still has a negative balance, this negative balance will be debited against the Reserve Fund, thereby insuring that any operating losses do not accumulate so as to leave a Worker Owner owing money to the corporation when that owner retires or otherwise terminates his or her ownership. Any positive balance in the owner’s Internal Account for the retiring or terminating owner not represented by written notices of allocation and associated interest shall be paid in full by the corporation in cash or, at the election of the corporation, by means of the corporation’s promissory note payable on such terms as the Council shall determine.
  5. Consumer Ownership Stock and Rights. The price of a consumer ownership share will be set by the Council. An ownership share will function for all intents and purposes as an ownership certificate. Consumers who have begun paying for a ownership share on an installment plan are entitled to all the rights and privileges of ownership, including voting and dividend rights. Each Consumer Owner may own no more than one share of Ownership Stock, which will entitle its holder to vote in any meeting of the Owners according to Article VI of these By-laws. No Consumer Owner may sell, assign any interest in, or otherwise transfer their Ownership Share during the period of their membership in the corporation. All certificates representing Ownership Shares shall, in accordance with the law, have a notation thereon referring to the restrictions governing the transfer of these shares.
  6. Consumer Ownership Termination. When a Consumer owner voluntarily or involuntarily ends their ownership in this cooperative, their membership automatically ends and the Ownership Share shall be deemed transferred back to the corporation. The Company will pay for the owner’s share at its original price, after offsetting against the share price any debts that owner owes to the cooperative. If the owner has debts to the cooperative greater than the price of the share, this negative balance will be debited against the Reserve Kingston Food Coop Council Policies Fund, thereby insuring that any operating losses do not accumulate so as to leave a Consumer Owner owing money to the corporation when that member retires or otherwise terminates his or her ownership. Any positive balance for the retiring or terminating owner shall be paid in full by the corporation in cash, or, at the election of the corporation, by means of the corporation’s promissory note payable on such terms as the Council shall determine, provided that the note be payable in full within six months of the termination date, unless it would otherwise impair the Corporation’s finances.
  7. The Council may revoke the membership of a consumer owner with a ⅔ vote after submitting a written notice to the owner with an opportunity for the owner to submit an appeal to the Council.

ARTICLE III: MEMBER RIGHTS AND RESPONSIBILITIES  

  1. MEMBER RIGHTS AND AUTHORITY. The following shall be exclusive powers of the Owners:
  1. Adoption, amendment or repeal of these Bylaws.  (See Article VIII)
  2. Adoption or modification of the Mission Statement of the cooperative.
  3. Election of Council members. (See Article VIII)
  4. Approval of the purchase or sale of real property by the cooperative, opening additional store sites, or the rental of any real property that commits the cooperative for a term of more than five years.
  5. Establishment of a debt ceiling for the cooperative, which ceiling may be exceeded only by vote of the Membership.
  6. Taking of binding action through referenda (see Article IX).
  7. Merger with another entity
  8. Dissolution of the cooperative
  1. Member Conduct. Our Coop values the cooperative spirit and expects the same of its individual owners. To that end, the Coop expects respectful behavior from its owners to each other and to staff, employees, customers, and all others at all times while on Coop premises. Accordingly, while on the Coop premises, including its website and phone lines, Members shall act reasonably at all times. For the purposes of this part, conduct that is not reasonable shall include, but not be limited to, actual or threatened violence, battery, assault, harassment, and/or physical or verbal abuse, towards any Coop employee, owner, customer, or other individual lawfully permitted on Coop premises.
  2. Availability of Governance Information. Upon request to the Council Secretary, members are entitled to accurate, timely and readily available information about governance of the cooperative, including these Bylaws and Council policies, as well as composition, meeting times, agendas and minutes of the Council meetings and its committees.
  3. Availability of Financial Records for Member Review. Upon request to the Council Secretary, members are entitled to review approved budgets, quarterly and annual financial reports as submitted to Council, and any financial audits prepared for the cooperative.

ARTICLE IV: FINANCE

  1. Financial Operation. This corporation operates on a cooperative basis and allocates earnings and losses to members on the basis of the business done with or for such members. Thus, in accordance with (Subchapter T of the Internal Revenue Code), this corporation may declare a patronage dividend to be distributed among the members in accordance with the total amount of patronage made by each such member during the preceding fiscal year. For consumer-owners, patronage is defined as the total amount of purchases; for worker-owners, patronage is defined as the total number of hours worked.

  1. Patronage Dividend. The patronage dividend, as determined by the Council shall be paid in cash, property or written notices of allocations as defined in Subchapter of the Internal Revenue Code. Each owner shall have an internal capital account in his or her name. The surplus earnings of the owner-generated revenue after paying taxes, interest on loans, and allocations to the Reserve Fund (See below) shall be allocated to members as a patronage dividend. Unless otherwise decided by the Council, the patronage dividend shall be credited to the owners’ Internal Accounts. At least 20% of each year's patronage allocation must be paid out in cash/check to members.

  1. Equity Capital. The Council shall manage the Cooperative’s equity capital in a way to preserve and build upon the Cooperative’s financial position while also allowing for redemptions of equity as and when the Cooperative has the financial strength to redeem equity. The Council may, from time to time, establish policies for redeeming equities, stock, or other forms of equity used for qualified or non-qualified notices of allocation, or the Council may eliminate equity redemption policies in favor of a capital management policy. Any of these policies may contain offers of discounts or required retentions of capital as part of any redemption of allocated equity. The Council retains the power to amend, modify or repeal these policies and may do so retroactively, all in the Council’s sole discretion. For example, if the application of a policy to a specific circumstance suggests that the equity of a deceased owner should be paid to the owner’s estate, the Council retains the right and power to determine whether to approve the expenditure. In each case, the Council may refuse any expenditure(s) if the Council determines that such expenditure(s) is (are) not in the interest of the cooperative. Therefore, no equity redemption policy shall be interpreted to require any expenditure of capital and the Council retains all right and power to the final review and approval of each expenditure of capital for any redemption of equity. No person shall have any right whatsoever to require the retirement or redemption of any patrons’ equities except in accordance with their term, or of any allocated capital reserve. Any redemption or retirement is solely within the discretion and on such terms as determined from time to time by the Council of this Cooperative, which may, in making any such redemption or retirement, distinguish natural owners from unnatural owners (corporations, partnerships, LLCs and other business organizations, etc.) and, in doing so, favor natural owners with respect to estate retirements and redemptions at specified ages.
  2. Reserve Fund. A portion of the corporation’s net worth shall be maintained as a Reserve Fund that will serve to protect members and creditors from any operating losses that the company might incur. The Council will from time to time determine the proportion of the company’s surplus or deficit that will be allocated to the Reserve Fund, with the remainder of the surplus or loss to be allocated to individual owners. The proportion of patronage allocations to be paid in cash and the proportion to be paid as a non-cash allocation to internal accounts shall be as periodically set by the Council.
  3. Consent to Take Patronage Distributions Into Income. Each person who hereafter applies for and is accepted to ownership in this cooperative and each owner of this cooperative as of the effective date of this bylaw who continues as an owner after such date shall, by such act alone, consent that the amount of any distributions with respect to its patronage which are made in written notices of allocation (as defined in 26 U.S.C. § 1388), and which are received by the owner from this cooperative, will be taken into account by the owner at their stated dollar amounts in the manner provided in 26 U.S.C. § 1385(a) in the taxable year in which the written notices of allocation are received by the owner. By obtaining and retaining membership in the Cooperative, each owner agrees that if his or her patronage dividend is not redeemed within 90 days of the date of which it was issued, the Cooperative shall have the right to make a contribution in the name of that owner in a manner directed by the Council.

ARTICLE V: Council of Directors

  1. Definition. The cooperative shall establish and maintain a Council of Directors, which shall be known as "the Council."
  2. Election. Council members will be elected during a voting period that includes the Annual Meeting. Voting occurs at the store, at the annual meeting, and via an electronic ballot. A simple majority determines the winners. Members may vote only for that class of directors of which they are a part. Members unable to submit their ballots in person may vote with a valid absentee ballot.
  3. Number. There will be no less than 4 and no more than 9 directors at any given time.
  4. Composition. Three seats will elected by consumer members. Up to three seats will be elected by worker members, provided that the number of seats elected by worker members shall not exceed the total number of worker members in the coop. Up to three “community” seats will be appointed by majority vote by the elected directors.
  5. Communication. The Council will take actions sufficient to ensure that open communication exists between the Council and members. These will include reporting on Council activities and accepting input from members.
  6. Powers and Duties. Except as to matters reserved to the Membership by law or by these bylaws, the business and affairs of the cooperative shall be directed and controlled by its Council. The powers and duties of the Council shall include, but are not limited to, the following:
  1. Overseeing the operations and finances of the cooperative, including the adoption of operating and capital budgets.
  2. Protecting the legal and financial viability of the cooperative.
  3. Employing one or more persons responsible for overall operations, establishing their duties and authority, and monitoring and evaluating their performance.
  4. Establishment of the conditions of membership.
  5. Maintaining meaningful communication with the Membership, including issuance of annual financial reports, providing thorough and timely information about the governance of the cooperative (e.g., regarding important pending decisions, new or updated policies, meeting times for Council and its committees), and offering frequent opportunities for feedback from members.
  6. Encouraging maximum membership involvement in planning and policy making.
  7. Adoption of policies, consistent with these Bylaws, regarding product line, pricing and member participation.
  8. Establishment of employee benefits and rights, and approval of any contracts with employees.
  9. Approval of other contracts and loans, according to procedures established by the Council.
  10. Attempting to reflect and represent the expressed wishes of the membership, within legally and/or financially responsible bounds.
  11. Assuring that the purposes and mission of the cooperative are carried out.
  1. Terms. The normal term for a Council member shall be three years. The initial Council of the corporation shall decide by lot or otherwise as they deem best, who shall constitute the one-third of the Council whose terms of office are to end at the next two annual meetings of the members. Thereafter, one-third of the elected Council members are to be elected for a term of three years at each annual meeting. One-third of the appointed directors are to be appointed each year before the end of the fiscal year.
  2. Term Limits. Elected Council members may serve up to two (2) consecutive three-year terms. Upon election to a second term, said Council member may not run for the Council nor otherwise hold appointed office on the Council for one (1) consecutive three year term.
  3. Leaves of Absence. The Council may grant a leave of absence to any Council member in good standing, except that no such leave may be granted when the Council has fewer than seven active members. Such leaves of absence shall not affect the Council’s quorum.
  4. Council Policies. The Council shall maintain a document of Council Policies that is available for all Food Coop members to access.
  5. Council Ethics and Conduct. Every director is responsible at all times for acting in good faith, in a manner which she/he reasonably believes to be in the best interests of the Cooperative, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
  6. Removal of Council Members.
  1. For absence. Failure to attend four consecutive Council meetings, or at least three-fourths of the scheduled meetings in a year, is grounds for removal from the Council. Upon notice to the absent Council member, the Council by a two-thirds vote at a Council meeting may remove that director from the Council.
  2. For cause. In compliance with Section 63, or any revision, of the New York State Cooperative Corporations Law, any Member-Owner may bring charges against a Director by filing them in writing with the Secretary of the Council, together with a petition requesting removal. In the case of an elected Director, the petition must be signed by twenty percent of the Membership in the class that elected the Director. In the case of an appointed Director, the petition must be signed by five percent of the entire Membership. The Membership may thereupon remove the director at a Regular or Special Membership Meeting held pursuant to Article VIII. In the case of an elected Director, a majority of the class that elected the Director must vote for removal. In the case of an appointed Director, a three-fourths majority of those voting is required, provided that at such meeting not less than ten percent of the entire Membership vote.
  3. If for any reason, a director ceases to be a member of the Cooperative in good standing, they will immediately forfeit their seat on the Council.
  1. Vacancies. In the event of any vacancy in the Council through death, resignation, or other cause, the remaining directors may, by a majority vote, elect a successor to hold office until the next annual meeting, at which time a director shall be elected to complete the terms of the director whose place was vacant. The Council shall appoint an individual who is qualified to represent the membership class represented by the previous Council member. In the event of a vacancy in an appointed position on the Council, the remaining Council member may appoint, by a process of their determining, a replacement Council member to fulfill the remaining term of the Council member whose place was vacant. Candidates for the appointed position must in all other respects be qualified to serve as a Council member.
  2. Conflicts of Interest. Council candidates and members shall be required to disclose their actual or potential conflicts of interest in any matter under consideration by the Council or a committee exercising any powers of the Council, including their employment by or contracting with the cooperative.

ARTICLE VI: Council Meetings

  1. Place of Meetings. All meetings of the Council of Directors shall be held at the company’s offices or at such other place as the Council of Directors, from time to time, may determine.
  2. Regular Meetings. Regular meetings of the Council shall be held immediately at such time and date as may be fixed by the directors.
  3. Notice and agenda. Notice and agenda for regular meetings of the Council of Directors shall be delivered to Council members not less than 5 days before the meeting. A Council meeting may be rescheduled up to one week in advance of the originally scheduled meeting, provided every Council Member agrees to the change and that all ownership classes are represented. If a rescheduled meeting causes a Council Member to be unable to attend, that absence will not count. 
  4. Special Meetings. Special meetings of the Council of Directors may be called by any four directors. Notice for special meeting shall state the purposes of the meeting, and no other business shall be transacted except with unanimous consent of the directors. Notice shall be delivered not less than 5 days before special meetings.
  5. Quorum. A simple majority of all the directors with representation from each membership class shall constitute a quorum for the transaction of business at any meeting.
  6. Official Acts of the Council. Each of the official acts of the Council of Directors shall be by a majority vote of a quorum of the directors present and shall be recorded with the yeas and nays of each director in the meeting minutes.
  7. Member Participation. Any co-op member may attend Council meetings and participate in discussions, except in the case of confidential discussions (as specified below). Only seated Council members may offer or second motions or vote.
  1. By a majority vote, the Council may ask non-Council members to leave when discussing the following confidential matters: specific personnel, real estate negotiations, contract negotiations, current, pending or possible litigation or charges of misconduct against any member of the cooperative.

ARTICLE VII: Officers

  1. Officers. The officers of the corporation shall consist of a Chair of the Council of Directors, a President, a Secretary, a Treasurer and any other officers as the Council of Directors may determine.
  2. Election. The officers shall be elected by the Council of Directors for a one year term at the new Council’s first meeting.
  3. Duties of President. Delegation to the President shall be determined by the Council of directors and shall be recorded in the Council Policy document.
  4. Duties of Secretary. The secretary will make sure the Council’s documents are accurate, up to date, and appropriately maintained. In addition, the secretary will facilitate responses to and record keeping of correspondence to the Council.
  5. Duties of Treasurer. The treasurer will lead the Council’s process for creating and monitoring the Council’s (not the Cooperative’s) budget. In addition, the treasurer will facilitate the Council’s understanding of the financial condition of the Cooperative.

ARTICLE VIII: Member Meetings

  1. Annual Meeting. The annual Meeting of the Owners of the corporation shall be held in Kingston, NY at the offices of the corporation, or at any other appropriate place within Kingston at such time as the Council of Directors shall determine, within six (6) months of the close of the fiscal year.
  2. Special meetings. Special meetings of the members of the corporation may be called at any time by order of the Council of Directors, and shall be called at any time upon written request of at least one-third of the Worker-owners and/or the lesser of one-third or 100 of the Consumer-owners. The request shall state the time, place, and object of the meeting. No business shall be transacted at special meetings other than what is described in the posted notices.
  3. Voting. At any regular or special meeting legally called, a written and signed vote by any absent owner may be submitted if such owner has been previously notified in writing of the exact motion or resolution upon which the vote is taken. Owners represented by ballot or signed vote, including valid electronic ballots, shall be counted in computing a quorum but only on those questions on which the ballot or signed vote is taken.
  4. Notice of Meetings. Written or printed notice of every regular and special meeting of owners shall be given to all owners, as appropriate, personally, by mail, or by email, at their last known address at least five (5) days, and not more than thirty (30) days, prior to the date of the meeting.
  5. Quorum. A quorum at a owner meeting shall be calculated separately for each ownership class, and each class for which a quorum is present may conduct its proper business. A quorum shall be 20% for each ownership class.
  6. Membership Meetings shall have the authority to:
  1. Make general, non-binding recommendations to the Council and management.
  2. Act on any motion presented to the Council by petition signed by at least 100 members in good standing within 60 days of the date of the first signature, which petition shall be presented at least 30 days prior to the Membership Meeting, provided it is consistent with these Bylaws, the Certificate of Incorporation and any existing legal obligations and prudent fiscal management of the cooperative, and in a form prescribed by Council. (See Article IX: Referenda.) Actions of the Membership Meeting may not be reversed by a subsequent decision of the Council.
  3. Call a Special Membership Meeting (on proper notice), or continue an unadjourned Membership Meeting to a specified time at least 48 hours away.
  4. Remove Council Members pursuant to Section 63 of the Cooperative Corporation Law

ARTICLE IX : REFERENDA

  1. Purpose. The purpose of referenda is to increase membership influence in decision-making.
  2. Initiation Process. A referendum may be initiated by the Council, by a Membership Meeting or by petition signed by at least one-third of the Worker-owners and/or the lesser of one-third or 100 of the Consumer-owners in good standing within 60 days of the date of the first signature. Such a petition must be submitted to the Council, and shall be in a form prescribed by Council.
  3. Council Action on Member-Initiated Request.
  1. The Council may reject a referendum motion if its implementation would be inconsistent with these Bylaws or would be legally or financially irresponsible. To be effective, a vote to reject must have the support of two-thirds of those Council members present.
  2. When Council receives a petition for referendum, or a proposal for a referendum from a Membership Meeting, Council must act on it (e.g., vote to reject) within 60 days.
  3. If a proposal to reject a petition fails (or is not voted upon by the above-mentioned deadline), then a Membership vote on the proposed referendum question shall occur at/in conjunction with the next Membership Meeting.
  4. Unless Council decides otherwise, referendum questions will be submitted to the Membership only in conjunction with the Annual and Special Meetings (and the absentee balloting associated with them).
  1. Conduct of Referendum.
  1. In any referendum, the Council shall ensure that a reasonable opportunity is offered for statements from members to be submitted and published for voters prior to the start of voting, both in favor of and in opposition to the action proposed in the referendum.
  2. Ballots shall be available at the Membership Meeting with which the referendum is associated, and for absentee voting.
  3. No more than five questions may appear on a single referendum.
  4. Ballots shall provide for a Yes, No, or abstention.
  5. Each member of the cooperative in good standing is entitled to one ballot.
  6. The Council shall ensure that the referendum procedure is secure and fair.
  1. Requirements for Passage.
  1. A minimum of one-third of members from each membership class must cast valid ballots in a referendum for its results to be binding.
  2. A referendum must receive affirmative support of more than half of the worker members and half of the consumer members who cast legitimate ballots in order for it to be binding.
  1. Repeal of a Referendum Decision. A referendum decision may be overruled by a Membership Meeting or another referendum, but not by the Council.
  2. Record Keeping. The Secretary shall ensure that results of all referenda are recorded in the official record book and Policy Book, and ensure they are posted in the place(s) of business.

ARTICLE X: DISSOLUTION

  1. In the event of dissolution of the cooperative, any remaining funds after meeting financial obligations will go to one or more mission aligned organizations operating in Kingston, NY.

ARTICLE XI: AMENDMENTS

  1. The Bylaws shall be adopted, repealed, replaced or amended only by vote of the Membership.
  2. Proposals for amendment, repeal or replacement of the Bylaws may be made by the Council or by petition signed by at least one-third of the Worker-owners and/or the lesser of one-third or 100 of the Consumer-owners in good standing within 60 days of the first signature. Such a petition must be submitted to the Council, and shall be in a form prescribed by Council.
  3. Any proposal to amend, repeal or replace the Bylaws shall be posted prominently at the Co-op's place of business, with its precise wording, at least 14 days prior to the start of voting on said change.
  4. Proposed changes to the Bylaws may not be modified after proper posting (as required in subsection C, above).
  5. For the vote to be effective, at least one-third of members from each membership class must cast valid ballots.
  6. Any proposed change to the Bylaws shall require for passage the affirmative vote of at least two-thirds of the worker members and two-thirds of the consumer members who cast legitimate ballots in order for it to be binding (either by absentee ballot or in person at the Meeting).
  7. For the purpose of establishing whether a quorum existed for action on a proposed change to the Bylaws, any valid absentee ballots shall count toward the quorum.

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APPENDIX

  1. Directors Code of Conduct
  1. Directors must demonstrate loyalty to the interests of the Cooperative’s owners. This accountability supersedes any conflicting loyalty such as that to advocacy or interest groups, membership on other Councils or staffs, and the personal interest of any director acting as an individual consumer or member.
  2. Directors will engage in discussions to gain a shared understanding of what is a potential conflict of interest and how to deal with it/them.
  3. There will be no self-dealing or any conduct of private business or personal services between any director and the Cooperative except as procedurally controlled to assure openness, competitive opportunity and equal access to “inside” information.
  4. At a new director’s first Council meeting, they will complete the “Conflict of Interest Disclosure” form, and will verbally report to the whole Council the potential conflicts. Any subsequent potential conflicts will be reported to the whole Council immediately.
  5. When the Council is to decide on an issue about which a director has an unavoidable conflict of interest, that director shall abstain from the conversation and the vote.
  6. A director who applies for employment must first resign from the Council.
  7. Any director who is also a paid employee has the same duties and responsibilities as any other director and has the additional duty of clearly segregating staff and Council responsibilities.
  8. Directors may not attempt to exercise individual authority over the organization.
  9. When interacting with the GM or employees, directors must carefully and openly recognize their lack of authority.
  10. When interacting with the public, the press, or other entities, directors must recognize the same limitation and the inability of any director to speak for the Council except to repeat explicitly stated Council decisions.
  11. Directors will respect the confidentiality appropriate to issues of a sensitive nature and must continue to honor confidentiality after leaving Council service.
  12. Directors will prepare for, attend, and participate fully in all Council meetings and trainings.
  13. Directors who are unable to be present at a Council meeting are encouraged to attend electronically and will be counted in attendance. Council members who are unable to attend a meeting either in person or electronically, are encouraged to provide the secretary with written comments on agenda items before the meeting takes place.
  14. Directors will support the legitimacy and authority of the Council’s decision on any matter, irrespective of the director’s personal position on the issue.
  15. It is our policy and procedure to prefer informal mediation as a means of settling conflict between member owners and the Council.