Co-op By Laws

The FRESH Food Hub
A Cooperative Formed Under Article 56 of Colorado state law

Section I: Organization

1.1: The name of this cooperative is FRESH Food Hub, referred to herein as “The Hub” or “Co-op.”

1.2: The principal office of the Hub is located in Norwood Colorado at: 1630 Grand Ave, Norwood, CO 81423.

Section II: Purpose

2.1: The purpose of the Co-op is to serve the needs of all members. The Hub’s primary focus is to operate a grocery business providing nutritious food to the community at fair prices. Consistent with that focus, it will also engage in other activities such as providing services, education and resource opportunities that arise as needs and desires of the members and Norwood community are expressed and analyzed.

2.2: Cooperative philosophy and values are an essential part of our enterprise; therefore, in achieving its purpose, the Co-op will adhere to the seven cooperative principles as adopted by the International Cooperative Alliance and in addition shall strive to:

  1. Operate on a sound financial basis so as to provide for the long-term benefit of the Members and the community.

  2. Pursue growth and expansion of the business in order to better meet the needs of the Members for goods and services; the employees for well-paid, satisfying jobs and opportunities for career development; and to improve efficiency and lower costs.

  3. Manage the business in an open, democratic manner that respects employees’ rights to a humane work environment and participation in decision-making.

  4. Develop a management structure that provides a viable model for alternative businesses.

  5. Reach out and expand services to segments of the community not presently served, in particular groups such as seniors and others who are on low and/or fixed incomes.

  6. Integrate education about nutrition, the politics of food, general consumerism and cooperatives into its operations.

  7. Cooperate with other cooperatives by sharing experience, information, time and patronage and/or holding memberships in local, regional and national cooperative organizations.

  8. Foster consumer control by soliciting Member input on a regular basis, being responsive to Member needs, and encouraging Member participation in the governance and activities of the Co-op.

  9. Support local businesses and suppliers in order to create a stronger economic base in the community and to promote regional self-sufficiency.

  10. Support and participate in the movement for progressive fundamental social change.

Section III: Membership

3.1: The Hub shall have 3 types of membership.

3.2: “Member” or “membership” in these bylaws, unless otherwise specified, refers to Members “in good standing.”

3.3: The Board of Directors will be referred to in this document as “The Board” or “Board Members” unless otherwise stated.


 

3.4: Member Status as organized below:

  1. Board Member (equivalent to a Board Director) is one of the 3 to 9 elected Board Members that makes oversight and management decisions for the Co-op until the Board elects to employ manager in change who will report directly to the Board. A minimum of a majority of current board members must be present to make voting decisions.

  2. Member in “good standing” can either be a Work/trade member who is an individual who volunteers 6 hours per month or a buy-in member who pays a monthly, bi-annual or annual fee. In turn these members have a ‘good standing status’ (equal to one credit per month). Member benefits include: The right to vote for board members; the right to participate in monthly general meetings, address issues and present to Board members requests and proposals; and the right to call for a Special Member Meeting with 10% membership support by petition, if an issue is time sensitive and pressing enough to address with the Board sooner than the next Board quarterly meeting. Members may also receive discounts on products in shop, and discounts on events and educational opportunities.

 

Patronage customers are individuals who come to the shop at least once and make a purchase. These customers are not members in “good standing,” meaning they do not receive credits and do not receive the same benefits as the members above. Patronage customers are NOT referred to as “members” of the Co-op in these by-laws. A Patronage customer will be required to open a patronage account with the Co-op, unless purchase is $50 or less.

 

  1. A Producer Member is an individual who sells her or his product out of the FRESH Food Hub retail location. Good standing as a Producer member requires that all business and contractual policies are being met (including safety and regulatory standards) and that the producer has sold out of the Hub at least once a year. Benefits include: priority for future grants, promotion of farm and products, ability to vote for board members at annual member meeting, and one membership credit(equal to a month of membership) for every $500 in products sold to the FRESH food hub.
     

    3.5: Membership in The Hub shall be voluntary and open to any person that wishes to support The Hub’s activities, intends to use its services, and will accept the responsibilities of Membership.

    3.6: The Hub shall not discriminate on the basis of sex, race, religion, color, national origin or ancestry, age, physical appearance, sexual orientation, handicap/disability, marital status, familial status, occupation, source of income, arrest record or conviction record, less than honorable discharge, or political beliefs.

    3.7: Individuals must complete a Co-op account online (membership and patronage customers unless patronage customers spend $50 or more on orders or in shop) and adhere to all applicable requirements for their good standing membership status. An account for membership may be subject to approval by the Board of Directors.

    3.8: The membership fee is the dollar amount that is required to become a paying member. Any change to the amount of the paying membership fee shall be approved by the Board Members.

    3.9: A Member is considered to be current and in good standing if one of the three requirements below is met:

-A Volunteer member has served the required time to gain at least one credit on a monthly basis.

-A Board member serves required time and completes tasks in appropriate department

-A Paying member has paid their fees up to date


 


 


 

3.10: Membership consent

 

  3.10.1 Consent.  Each person (including individuals, firms, partnerships, corporations, associations, cooperatives, limited liability companies, joint ventures, estate and trusts) who hereafter applies for and is accepted to membership in this Cooperative and each member of this Cooperative on the effective date of this Bylaw who continues as a member after such date shall, by such act alone, will be taken into account the net proceed distributions of the co-op in section 6.4 of this by-laws and any other pertinent and relevant information affecting membership agreements, status and Co-op functions.

 

 

 3.10.2 Consent Notification to Members and Prospective Members.  Written notification of the adoption of this Consent Bylaw, a statement of its significance, and a copy of the provision regarding said consent shall be given separately to each member and prospective member before they become members of the Cooperative or before they do any patronage business with the Cooperative.

 


 

3.11: Membership may be terminated voluntarily by a Member at any time upon written notice to Board.

3.12: Membership may be terminated involuntarily only for cause by the Board of Directors, provided the accused Member is first accorded an adequate opportunity to respond to the charges in person or in writing. “For cause” termination must be based upon seriously improper conduct which must include at least one of the following circumstances:

  1. A willful failure to deal fairly with The Hub in connection with a matter in which the member has a material conflict of interest.

  2. A violation of criminal law at or in connection with, activities of the Hub, unless the Member had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe their conduct was unlawful.

  3. A transaction with The Hub from which the member derived an improper personal benefit.

  4. Willful misconduct or disruptive behavior on a second occasion after clear written warning that such conduct or behavior could result in loss of membership status.


 

3.13: Upon termination of Membership, all rights and interests in The Hub shall cease

3.14: The balance existing in each paying members account shall be refunded if applicable (if pre-paid) upon termination of Membership, within 90 (ninety) days of demand, subject to the discretion of the Board of Directors determining when money is available for refunds and how much may safely be refunded each fiscal year.

3.15: Membership rights and interests, including any financial balance, may not be sold, assigned or otherwise transferred in any way to another person or entity except as provided for by the Board of Directors.

3.16: The Board of Directors may establish other categories of patrons (seniors or low income, for example) that may from time to time be extended certain membership benefits, such as being able to make purchases at member prices, without having purchased or volunteered, however these designations will not bestow any right to vote or to be elected to the Board.

Section IV: Membership Meetings

4.1: The Annual Member meeting shall be held at the FRESH Food Hub location unless specified otherwise. The specific time and location of these meetings shall be set by the Board and posted in the primary location. Notice of meetings will also be sent to all members at their email address on record.

4.2: The Annual Membership Meeting will be held within 100 days of the end of the fiscal year.

4.3: A general Hub meeting will take place monthly and will focus on Board updates, community input and group planning. These meetings are open to the public, members and non-members alike. Voting will not take place at this meeting but information or requests can brought to the Board through this process by members. The Board will take action at its own discretion.

4.4: The Board will have quarterly Board meetings to address larger tasks, vote on issues, assess financial reports, and assess general meeting notes if any have been submitted for review or action.

4.3: A Special Meeting of the Members may be called by the Board Members, or upon demand of the members as represented by a petition signed by 10% of the current Members. A petition is only valid if the issue at hand is time sensitive and needs Board attention prior to the next quarterly Board meeting and is of great importance. Board action can take place at these meetings. In the instance of a Member petition, the meeting must be scheduled by the Board no more than 30 days after receipt of the signed petition. Any business conducted at a special meeting other than that specified in the notice of the meeting shall be of an advisory nature only.

4.7: Unless otherwise required by state statute or these bylaws, voting at the Annual Member meeting for Board Members shall be by majority vote. Voting on significant questions, including but not limited to amending these bylaws, changing the paying membership fee, work/trade agreements, amending or revising Board decisions or approving expenditures on expansion shall be decided by the Board of Directors.


 

4.8 The Board can decide to call for a Membership vote on any issue by a signed ballot process in accordance with the following:

  1. Ballots and the full text of the question being voted on along with the notice of the special meeting at which the ballots will be counted shall be available in the shop, and if possible a ballot will be available online, and notification will be sent by email. This special meeting shall be held no later than four weeks after the distribution of the ballots.

  2. Votes may be cast by paper ballot or, if possible, via an online voting process. Completed paper ballots shall be returned to The Hubs P.O box by mail or deposited in a ballot box designated for that purpose at the Hub primary location. The ballots shall be marked with the Member’s name, account number, signature, and date of signing.

  3. Ballots shall be received at the location of the special meeting by the time that the meeting is called to order if they are to be counted as valid votes.

4.9 Any Member is allowed to submit a request for a membership ballot to the Board for any issues pertaining to the Hub. The Board will use its desecration to decide if request will be considered or adopted. Ballots can be pursued at annual member meetings or in other fair processes decided by the Board.

4.10 Voting. Each Member shall be entitled to one vote upon each matter submitted to a vote at the meeting of the members, both annual and special meetings (if applicable)

4.11 Quorum. Five percent (5%) of the Members or thirty members, whichever is less, present in person or represented by mail, electronic vote or paper ballot shall constitute a quorum necessary to the transaction of business at any Annual Meeting or special meeting of the members.

 


 

Section V: Board of Directors

5.1: The Board of Directors shall oversee and manage the business and affairs of The Hub. In addition, the Board shall be responsible for the facilitation of work/trade members, and if applicable the hiring, evaluation, compensation and firing of the General Manager and other employees.

5.2: The Board of Directors shall consist of three to nine individuals, with the number determined by the Board. All Board Members shall be Members in good standing of The Hub who are at least eighteen years of age.

5.3: The Board Members shall be elected for terms of one year with unrestricted terms that can be served.

5.4: Elections for the Board Members shall be conducted by a signed ballot in accordance with the following process:

  1. Candidates must submit their candidate applications at least 30 days before the Annual Meeting. Board Members will be elected during a voting period that is at least two weeks in length and ends at the time of the Annual Member Meeting.

  2. Ballots and election information shall be distributed to all Members in good standing, including producer Members. Votes will be counted within 36 hours after the annual membership meeting and results shall be posted within this time frame.

  3. Votes may be cast by paper ballot or via an online voting process if applicable. Completed paper ballots may be returned to The Hub by mail or deposited in a ballot box designated for that purpose at the Hub primary location. The ballots shall be marked with the Members name, account number, signature, and date of signing.

  4. In the event of a tie, the Board will decide which candidate receives the open position in question, unless the nominees can come to agreement on these matters amongst themselves.


 

5.5: Board Members shall disclose their actual or potential conflicts of interest on any matter under consideration by the Board, and unless requested otherwise by majority vote of the other Board Members, shall absent themselves from deliberation or decision on the matter.

5.6: Any Board Member may resign at any time by written notice to the Board. The resignation shall take effect two weeks after 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. If a Board Member resigns he or she will do everything in her or his power to find a viable replacement for their position prior to their resignation date. The Board may then appoint a replacement Board member, who shall serve until the election at the next annual Member meeting.
[see 5.12 below]


 

5.8: In the event of a vacancy on the Board for any reason, the Board may choose to temporarily fill the vacancy by majority vote of the Board in office or to leave the position vacant. [1 year terms, so no remainder?]

 

5.9: The Board shall meet at least once quarterly at a time and place as determined by the Board and posted in the retail location. A quorum for action shall consist of at least a majority of the Board.

5.10: The Board shall establish a procedure for decision-making at their meetings. This procedure may be amended from time to time by the Board according to the decision making process then in effect. Votes will be based upon majority.

5.11: The initial directors and principal officers of The Hub are as follows:

Laurie Hunter: President and Director

Aja Elphick Perez: Vice President and Director

Leila Seraphin: Secretary and Director

Sara Owens: Treasurer and Director

Melanie Eggers: Director


 

5.12 Roles of the Board and General Manager

 

  Duties of President.  The President shall:

 

(a)        preside over all meetings of the members of the Cooperative, the Executive Committee, and the Board of Directors;

 

(b)        call special meetings of the Board of Directors;

 

(c)        perform all acts and duties usually performed by an executive and presiding officer;

 

(d)       sign those papers of the Cooperative as the President may be authorized or directed to sign by the Board of Directors; provided, however, that the Board of Directors may authorize any person to sign any or all checks, contracts, and other documents in writing on behalf of the Cooperative; and  

 

(e)        perform such other duties as may be prescribed by the Articles of Incorporation, by these Bylaws, or by the Board of Directors.

 

  Duties of Vice President.  In the absence or disability of the President, the Vice President shall perform the duties of the President.

 

  Duties of Secretary.  The Secretary shall attend all meetings of the Board of Directors, all meetings of the Executive Committee, and all meetings of the members, and shall record all votes and keep minutes of all such proceedings. The Secretary shall keep a complete record of all meetings of the Cooperative and of the Board of Directors, and shall have general charge and supervision of the books and records of the Cooperative Secretary shall serve all notices required by law and by these Bylaws, including notices of meetings, and shall make a full report of all matters and business pertaining to his or her office to the members at the Annual Meeting. The Secretary shall keep complete membership records, shall make all reports required by law, and shall perform such other duties as may be required of him or her by the Cooperative or the Board of Directors.

 

 Duties of Treasurer.  The Treasurer shall perform such duties with respect to the finances of the Cooperative as may be prescribed by the Board of Directors.

 

 

 Duties of General Manager.  The General Manager shall perform such duties as the Board of Directors may prescribe, and such duties shall be contained in the Job Description as approved by the Board of Directors.

 

Compensation.  The salary, compensation, and other benefits of the General Manager and all officers shall be fixed by the Board of Directors; provided, however, that no officer who is a director may take part in the vote on his or her own compensation.

 

  Special Powers.  The General Manager or any officer may be vested by the Board of Directors with any power and charged with any duty not contrary to law or inconsistent with the Articles of Incorporation or these Bylaws.

 

5.12: The Board of Directors, by a 2/3 vote of the other Board Members, may remove any Board Member whenever in its judgment the best interests of The Hub will be served thereby. Reasons for removal may include mismanagement, misconduct, or other detrimental activities that endanger the Hub and its functions, as well as failure to attend at least half of the Board meetings.

5.13: If the Board votes by majority to switch positions or combine designated tasks the Board may do so at the discretion of the health and benefit of The Hub.

5.14: Committees: The Board may appoint standing or special committees to advise the Board or to exercise such support as the Board shall designate. Members of all board committees shall be approved by the Board and may be removed or replaced at the discretion of the Board. Committees shall elect their own chairs. Committee persons are considered work/trade members and can serve time required as such.


 

 


 

Section VI: Finances

6.1: The fiscal year of The Hub shall be from January 1st to December 31st of the same year. The Board may change the fiscal year, based upon a finding that such a change is in the best interest of The Hub.

 

6.2: The Board Members shall provide oversight related to the preparation and monitoring of an annual budget. A consolidated version of the budget as approved by the Board shall be published and distributed annually to the Members at Annual membership meeting or in shop at member’s request.

6.3: The Board shall complete financial audits at its own discretion

6.4: Funds: The Co-op shall operate as a cooperative for tax purposes and shall keep its books in accordance with applicable rules. Net proceeds shall be considered income to the Hub and may be credited to allocated or unallocated surplus or reserves of the Co-op and may be applied to losses incurred in prior years. The Board may allocate any 'profit' into its non-profit entity or re-invest (as off sets) back into the retail entity with sufficient analysis of the Hub functions, its members’ and involved communities’ best interest as the sole factors in the decision process. Allocation of profit funds will be decided upon by the Board at Board meetings when relevant, and will be disclosed to all Members and to the public upon approval.

6.5: Disbursements: Once the budgets are approved the President or Treasurer can make budgeted disbursements without additional approval of the Board

6.5.1 Any un-budgeted expenditure in excess of two hundred dollars must be approved by the Board

6.5.2 Any funds spent related to stocking the store can used if and when amounts do not exceed $150 per week, and said Director has updated Treasurer to ensure funds. Any amount over $150, needs Board approval by email or meeting.

6.5.3 All checks must have the signature of the Treasurer or other designated Board members and be approved by the Board unless another signer is approved prior by the Board per incident. If a check must be written to the Treasurer for reimbursement, the President or other elected Board member by the Board must sign and submit the check to her or him.

6.6:Budget: The Board must prepare and approve a budget by Jan 1st for the following year. Budgets may be revised or amended by the Board.

6.7 Financial Procedures: Budget and general financial decisions will be executed by the treasurer or other allocated persons on the Board of Directors by the Board. An accountant hired by the Board may execute Board requests and decisions. All money collected and deposited will have the supervision and oversight if not direct implementation by one of the Board members. All reimbursements for related expenses must be submitted with receipt to the Board and an the treasurer or elected member may reimburse with a check once the reimbursement is cleared by the Board. All transactions with producers will be directly handled by an elected Board member unless the Board by vote has allocated a trained Member to do so.

6.8 Dissolution Procedure: In the event of any closure or liquidation, the Board of Directors and the President will liquidate all assets and satisfy all obligations. All remaining funds will be distributed to other non-profits related to food or garden spaces.

Section VII: Participatory Management

7.1: While the Board of Directors is responsible for the oversight of the Co-op and bears decision-making authority, he Hub supports participatory management. To that end, management of the Hub shall be conducted in a manner that enables Members or Employees to be involved in the decision-making process, via direct input or representation by their Membership status, which shall adhere to The Hub’s purpose and make decisions on personnel issues that affect all Members or Employees. If Members or Employees needs are not being met through Board representation processes then all Members and Employees have the right to come to a monthly general meeting and submit requests to the Board or to address issues or request a Special member meeting or Member ballot with a petition of at least a 10% Membership participation.

Section Vlll: Parliamentary authority:

The current edition of Roberts Rules of Order is the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Hub’s bylaws.

 

Section IX: Amendments

These bylaws may be amended or revised by the Board with 2/3 majority vote. Any proposed amendments or alterations shall be submitted to the Hub Members in writing two weeks prior to the date in which the revisions become effective.

 

Amendments:

1) Added section 6.5.2 on Quarterly meeting 3/15/16

2) 6/16/16 Quarterly Metting

-Section 5.11 New Board members approved: Kayla Dorion, Smantha Andrews and Kris Holstrom. Review of Aja Elpick-perez resignation letter from the board approved

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