BYLAWS OF THE SEATTLE FARM CO-OP
1. NAME The name of the corporation is the Seattle Farm Co-op (hereafter, the “Co-op”).
2. PURPOSES The purposes for which the Co-op is formed are:
1. To associate its members together for their mutual benefit and to provide any lawful goods and services to its members acting at all time on a non-profit basis and operating according to the cooperative plan.
2. In particular, the purpose of the Co-op is to engage in the following activities:
a. Sales of supplies for urban farmers;
b. Provide education and resources to support urban farming;
c. To engage in any and all activities as are incidental or conducive to attainment of the purposes of the Seattle Farm Co-op or to any of them and to exercise all powers now or hereafter permitted by the laws of the state of Washington for corporations formed under the Nonprofit Miscellaneous and Mutual Corporations Act, Chapter 24.06 RCW, or any successor statute, and to exercise any such powers anywhere.
Membership in the Co-op is open to any person who meets all qualifications set forth in the Articles of Incorporation or these bylaws and who pays a refundable lifetime membership fee. The amount of such fee shall be set by the Board of Directors (hereafter, the “Board”).
Any person regardless of race, nationality, political opinion, sex, sexual preference, age, or religious belief, shall be eligible to become a member of the Co-op by following the procedures set forth in the Articles of Incorporation and these Bylaws.
3.3 MEMBER STATUS
An active member maintains a current email or physical address and phone number on file and pays their refundable lifetime membership fee in a timely manner as stipulated in these Bylaws.
A lifetime membership fee and payment options shall be established by the Board. The options for payment shall include a payment plan and/or work trade opportunities in order to provide an affordable means of becoming a member. Active membership status shall be granted when the full value of the membership fee has been received by the Co-op.
An active member becomes an inactive member if they:
1. fail to complete payment of lifetime membership fee within one year of applying for membership; or
2. fail to maintain a current email or physical address and phone number on file for one year; or
3. request inactive status.
Affiliate membership is a special category of membership that receives member discount pricing, but is not granted the additional rights and privileges afforded to active members. Affiliate memberships do not have a vote. Affiliate membership may be granted by the Board in the following cases:
1. Household members at same physical address as active member may receive affiliate membership status. The active member within the household is responsible for providing the full names of each household member desiring to patronize the Co-op.
2. Businesses, organizations, and other co-ops desiring affiliate membership may make membership request to any Board member. Requests shall be reviewed and approved on a case by case basis by a simple majority vote of the Board at the next regularly scheduled meeting of the Board. Employees and members of these affiliate organizations may shop at Co-op and receive member discount pricing. Affiliate member organizations shall be reviewed and approved on a case-by-case basis by the Board.
3.4 ONLINE DISCUSSION FORUM
An online discussion forum has been created by the Co-op as a means of supporting the Seattle urban farming community. This discussion group is open to the general public, and no membership fee shall be required to join the on-line discussion forum.
3.5 Patronage Dividend’ (Investopedia)
A dividend or distribution that a co-operative pays to its members or investors.
Patronage dividends are given based on a proportion of profit made by the
business. Once this amount is figured out by the SFC board, the dividend is calculated according to how much each member has used the co-op’s services. Tax rules view these profits essentially as an overcharge, which can be returned to patrons and deducted from the co-op’s taxable income.
For example, if SFC made a 5 percent profit, up to 5 percent of your purchases
may be refunded back. In years that the co-op does well, you, the owners, can
share its success by getting a larger dividend. If the SFC has a poor year or has
a need for reinvestment, you will receive less or no dividend, determined by the elected board members. The current patronage dividend will be issued as store credit.
The SFC dividend is tied to the amount of your eligible purchases and the financial
success of SFC. Eligible Purchases, Paid in full members (50 or 25+volunteer), Only apply to full price items. Dividendable Purchases from SFC include:
All eligible SFC merchandise purchases posted from January 1
through December 31, less any items returned for refund or credit.
Non applicable items for dividend returns are as listed…
Items on Sale or discounted, Items bought with the patronage dividend, Membership Buy in Fee, Items bought by Non-Coop members
3.6 MEMBER INDEMNITY Members are not liable for the debts of the Co-op.
An election must meet a quorum of active members to be considered valid. The number of active members required for a quorum shall vary based on the total number of active members. For a total active membership between 1 and 500 people a quorum shall be 10% of the “active” membership. With a total active membership of over 500 members, a quorum shall be 50 plus 5% of the “active” membership above 500. For example, with an active membership of 600, a quorum would be 55 members. This quorum is subject to RCW 24.06.115 or successor statute.
3.8 MEMBER VOTING
In all instances of member voting, ballots may be received at the Co-op, by mail, electronic voting, if available, or at a meeting of members. No proxies are allowed and each active member shall have one vote. Unless otherwise specified in these bylaws, or by law, a simple majority vote is required for elections and other membership actions. The Board may prescribe additional rules and procedures for elections as appropriate. The Board shall take steps to encourage maximum participation by the membership.
3.9 MEMBER-INITIATED BALLOT
Any member may initiate a ballot for vote by the general membership by following the Member- Initiated Ballot Procedure and Petition Requirements that are prescribed as follows. All petitions for initiating a ballot must be signed by 10% of the active membership. Unless otherwise specified by State law, a 2/3 majority vote of quorum of active members is required for a member-initiated ballot to pass.
3.10 SPECIAL MEETING
10% of active members may petition for a special meeting of the membership to take place within 90 days from the filing of the petition with the Board. The petition shall state the business to be discussed at the special meeting and the meeting shall be limited to such business. The Board may also call special meetings. Notice of special meetings shall be mailed to all active members at least 10, but not more than 50 days prior to the time of the meeting. The notice shall contain the time, place, and agenda of the special meeting.
3.11 ANNUAL MEETING
An annual meeting of the membership shall be held each year. The place, day, and hour of the meeting shall be mailed (notification may be via email) to all active members at least 10, but not more than 50 days, prior to the meeting. In addition, notice of the meeting shall be posted at the Co-op warehouse at least 10 days prior to the annual meeting.
The purpose of the annual meeting is to provide an opportunity for the Board and members to discuss the activities of the Co-op. The Board shall establish the agenda for the annual meeting in a manner that allows for members to propose agenda items.
4. BOARD OF DIRECTORS
4.1 GENERAL RESPONSIBILITIES The affairs of the cooperative shall be managed by a Board.
4.2 NUMBER OF DIRECTORS AND TERM
The Board shall consist of five or more individuals who are “active” members as determined by these bylaws. The initial Board of five Directors was selected by the Steering Committee that founded the Co-op. Three of the initial Director positions have a 3-year term to provide continuity and oversight during startup of the Co-op. The remaining 2 positions have a 2-year term in order to provide an opportunity to introduce new Directors to the Board without risking a turn-over of the entire Board in one election year. Once the three year terms have been fulfilled, those positions will convert to standard two year terms. In this way, each year there will be a turnover of roughly 1⁄2 of Director positions.
Any active member is eligible to serve as a Director of the Co-op. The Board may establish deadlines and criteria for nominations and applications, so that elections may be held in an orderly fashion.
4.4 ELECTION OF BOARD MEMBERS
Board members shall be elected by the membership. The Board may prescribe the manner and procedures for membership elections, except that elections shall be held annually. If board seats are not contested, the out going and remaining SFC board members can appoint a new board member without the need for a membership vote.
In the event of a vacancy on the Board, the remaining Board members may appoint a new Director. The appointed Director shall serve the remaining term of that position. Any Board appointed Director is eligible to run for an elected term at the next election.
4.6 DECISION MAKING Board decisions are made by consensus minus 2 of the full Board.
For purposes of Board action, unless otherwise specified or required by law, a quorum shall be the full Board minus 2 Board members.
4.8 CONTRACTS FOR PROFIT
Except for fair compensation for services actually rendered, a Director shall not during her/his term of office be a party to a contract for profit with the Co-op differing in any way from the business relations accorded members generally or upon terms differing from those generally current among members.
4.9 CONFLICT OF INTEREST
Directors shall be under an affirmative duty to disclose an actual or potential conflict of interest in any matter under consideration by the Board. Directors having such an interest may not participate in the discussion or decision of the matter unless otherwise determined by the Board.
The Co-op may, if authorized by the Board, reimburse individual Directors for reasonable expenses required to conduct Board business. This does not include attendance at meetings. To be eligible for reimbursement the Director must be present receipts to the Treasurer in a timely manner.
Any Director may be removed from the Board whenever the Board determines that such removal will be in the best interest of the Co-op. Before a Director is removed, that Director shall be given reasonable prior notice and a reasonable opportunity to speak before the Board at a regular meeting. Removal shall require a consensus minus one vote of the remaining full Board, with consensus defined as full Board agreement. The membership may also remove a Director through the member-initiated ballot process.
A Director may resign by submitting a written resignation to the Board with thirty days notice. Also, absence from three (3) Board meetings in a Board member’s term without providing prior notification shall constitute resignation from the Board. Exceptions to this policy may be made by decision of the Board.
4.13 BOARD DUTIES
Except as to matters reserved to membership by law or by these bylaws, the business and affairs of the Co-op shall be directed by the Board. The major duties of the Board are to manage or delegate responsibility to volunteer and/or paid staff for the following items:
1. Warehouse operations, member volunteers, approval of job descriptions, and approval of a volunteer member hiring policy;
2. Selection of officers, and filling Board vacancies as needed;
3. Approval of an annual operating budget;
4. Monitoring the financial health of the Co-op;
5. Presenting comprehensive financial statements to the Board quarterly or as requested;
6. Keeping accounting records in accord with generally accepted accounting principles;
7. Maintenance of accurate and up-to-date corporate records, articles, Bylaws, Board meeting minutes, membership meeting minutes, staff meeting minutes, and required reports; and make these documents accessible to members;
8. Maintenance of accurate and up-to-date membership records including names, addresses, fee records, and dues records;
9. Maintenance of accurate and up-to-date records of the names and addresses of all creditors;
10. Maintenance of systems for control of all operations;
11. Maintenance of adequate insurance and bonding;
12. Appointing standing and special committees as needed;
13. Authorization of appropriate agents to sign contracts, leases, or other obligations on behalf of the Co-op;
14. Adoption, review, and revision of the Co-op strategic plan;
15. Approval of major capital projects;
16. Adoption of major policy changes;
17. Adoption of policies to foster member involvement;
18. Authorization of major debt obligations of the Co-op;
19. Ensuring compliance with all corporate obligations, including the keeping of corporate records and filing all necessary documents;
20. Ensuring adequate audits of Co-op finances;
21. Maintenance of free-flowing communication between the Board, member volunteers, committees, and the membership;
22. Adoption of policies which promote achievement of the mission statement and goals of the Co-op;
23. Resolution of organizational conflicts after all other avenues of resolution have been exhausted;
24. Establishment and review the Co-op’s goals and objectives; and
25. Providing an annual report to the members to include a financial report, committee reports, and a summary of other significant events held and actions taken by the Co-op during the year.
A Treasurer shall be elected annually from the Board of Directors at the first Board meeting following elections. Additional officer positions shall be defined and filled by the Board on an as needed basis.
3:36A Finance Committee made up of three Board members shall be appointed annually at the first Board meeting following elections. The Treasurer shall hold one of the three positions on the Finance Committee.
All other committees shall be defined and filled by the Board on an as needed basis.
4.16 DISPOSAL OF ASSETS
The Board may not dispose of substantially all of the Co-op’s assets without prior approval by vote of the membership in accordance with Article XIII of the Articles of Incorporation.
The Board shall not exercise any power under these bylaws which is in conflict with the articles of incorporation or applicable state or federal law.
The Board shall meet at least twelve times a year. Board meetings shall normally be open to the membership. The Board may close meetings at its discretion to discuss personnel matters, legal matters, or other items which require private discussion. Extra or special meetings may be called at the discretion of the Board or by petition of 10% of active members, provided that the petition specifies the business to be conducted at the meeting. Facilitation and note taking responsibilities shall be shared equally by the Board of Directors Meeting minutes shall be posted to the general membership within 1 month following each Board meeting.
4.19 ACTION WITHOUT MEETING
The Board may act without meeting if a quorum of Directors consent. The action shall be recorded in writing at the time it is made and included in the minutes of the next Board meeting. Any action taken under this procedure shall be fully effective.
4.20 INDEMNIFICATION Indemnification is per Article XII of the Articles of Incorporation of the Co-op as follows:
To the fullest extent permitted under Chapter 24.06, RCW and/or Chapter 23.B.08.320, RCW and Chapter 23.B.08.500, RCW through 23B.08.600, RCW or any other applicable law, as such laws now exist or may hereafter be amended, the liability of Directors and officers for acts or omissions as a Director of officer shall be limited and/or eliminated. The Co-op may also indemnify and defend Directors, officers or agents against claims for acts or omissions as a Director, officer or agent, including by the advancement of costs of defense and/or the purchase of insurance that indemnifies and holds such Directors, officers and agents harmless against such claims.
Notwithstanding the foregoing, no indemnification shall be provided for acts or omissions finally adjudged to be intentional misconduct of a knowing violation of law, for conduct finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act, for any transaction with respect to which it was finally adjudged that such Director, officer or agent personally received a benefit in money, property or services to which such Director, officer or agent was not legally entitled, or if the Co-op is otherwise prohibited by applicable law from paying such indemnification, except that if Section 23B.08.506 or any successor provision of the Washington Business Corporation Act is hereafter amended, the restrictions on indemnification set forth in this paragraph shall be as set forth in such amended statutory provision. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a Director of the Cooperative for or with respect to any acts or omissions of such Director, officer or agent occurring prior to such amendment or repeal.
5. FINANCIAL INFORMATION
5.1 FISCAL YEAR The fiscal year ends December 31.
5.2 AUDIT COMMITTEE
The Board shall name an audit committee or select an experienced accountant to conduct an audit every three (3) years. Members of the audit committee or the accountant may not be employees, or officers of the cooperative or their immediate families; except Board members may be on the audit committee, but the committee may not be composed entirely of Board members. The audit committee or accountant shall report their findings to the Board in writing and in a timely fashion.
The Treasurer or a member of the Finance committee shall report to the members at the annual meeting and to members via direct email, newsletter, or other web based communication. The Treasurer or Finance committee will also report to the Board as required.
The Board may require bonding of employees.
6.1 BOARD ACTION
In order to voluntarily dissolve the Co-op, the Board must adopt a resolution recommending dissolution and direct that the question of dissolution be submitted to a vote of the membership.
Appropriate notice of the vote must be provided as required by RCW 24.06.260. Notice shall be 30 days.
6.3 VOTE NEEDED
The Co-op may be dissolved by a 2/3 majority vote in accordance with RCW 24.06.260. No other business may be transacted at a special meeting called for the purpose of dissolving the Co- op or on a ballot issued for the purpose of dissolving the Co-op.
Upon dissolution of the Co-op the Board shall supervise the winding up of business, the paying of debts, and the distribution of assets.
These bylaws may be amended through a board or member-initiated ballot that remains open at least 30 days. Copies of the proposed bylaws changes shall be available at all locations of the Co-op at least 30 days prior to the beginning of any vote to amend these bylaws.
APPROVED BY THE BOARD OF DIRECTORS as of Thursday, July 27, 2017