Mission and Bylaws

Yahara River Grocery Cooperative

Bylaws

As amended January 27, 2009

Section I: Purpose

1.1 (Mission Statement) Our mission is to help grow a community of healthy individuals, a vigorous local economy, and a higher quality of life for our members and residents of Stoughton and Southeast Dane County through the values, products, services, and outreach of a financially sound grocery cooperative.

1.2 (Cooperative Principles)

Voluntary, open membership: Open to all without gender, social, racial, political, or religious discrimination.
Democratic member control: One member, one vote.
Member economic participation: Members contribute equitably to, and democratically control, the capital of the cooperative. The economic benefits of a cooperative operation are returned to the members, reinvested in the co-op, or used to provide member services.
Autonomy and independence: Cooperatives are autonomous, self-help organizations controlled by their members.
Education, training, and information: Cooperatives provide education and training for members so they can contribute effectively to the development of their cooperatives. They inform the general public about the nature and benefits of cooperation.
Cooperation among cooperatives: Cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, regional, national and international structures.
Concern for the community: While focusing on member needs, cooperatives work for the sustainable development of their communities through policies accepted by their members.

Section II: Definitions

2.1 “Cooperative” (“Co-op”) refers to the Yahara River Grocery Cooperative.

2.2 “YRCG” refers to the Yahara River Grocery Cooperative.

2.3 “Board” refers to the Yahara River Grocery Cooperative Board of Directors.

2.4 “Director” refers to an individual elected to the Board of Directors.

2.5 “Articles” refers to the Articles of Incorporation of the Yahara River Grocery Cooperative.

2.6 “Bylaws” refers to the Bylaws of the Yahara River Grocery Cooperative.

Section III: General Provisions

3.1 (Severability) If any section, clause, provision, or portion of these bylaws is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of these bylaws shall not be affected thereby.

3.2 (Fiscal Year) The Board shall select a fiscal year based upon the best interest of the Co-op.

3.3 (Mailing Address) The YRGC mailing address shall be 229 East Main Street, Stoughton, Wisconsin 53589.

3.4 (Conduct of Meetings) Robert’s Rules of Order shall govern Co-op meetings in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules the Co-op may adopt.

3.5 (Amendment of Bylaws) These bylaws may be amended or repealed only by a majority vote of the members at a regular or special meeting of the membership. All requirements for proper notice apply.

3.6 (Access to Information) Each member or applicant for membership shall be provided with a copy of these bylaws. Members shall have access to the books and records of the Co-op, as provided in and subject to the limitations of Section 185.47 of the Wisconsin Cooperative Association Act.

Section IV: Membership

4.1 (Class of Members) The Co-op shall have one class of members. The Co-op may establish special provisions for senior memberships, household memberships, low-income memberships, or other categories as deemed appropriate by the Board of Directors.

4.2 (Membership Qualifications) Membership is open to any person, eighteen and older, interested in purchasing the goods or utilizing the services offered by the cooperative, and willing to complete a membership application and pay the required fees. Each individual member is entitled to one vote.

4.3 (Household Membership) Whenever a household includes more than one adult, that membership may be shared by those adults. Only one member of the household may cast that membership’s vote or serve as aDirector.

4.4 (Membership Requirements) An applicant may become a member of the Co-op upon submitting information required by the Board of Directors and paying a membership fee at a price and on terms to be determined by the Board of Directors.

4.5 (Membership Entitlements) Each member shall be entitled to make purchases from the Co-op on terms generally available to members and to participate in the governance of the Co-op as set forth in these bylaws.

4.6 (Patronage Rebate) Net proceeds as defined in Chapter 185 shall be considered income to the Co-op and may be credited to allocated or unallocated surplus or reserves of the cooperative and may be applied to losses incurred in prior years. The Board may, at its discretion, pay out or allocate all or part or none of the net proceeds to the members as a patronage rebate.

4.7 (Non-transferability) No member may transfer or divide a membership or any right arising from such membership, except as provided for in these bylaws. Members may not share their privileges with nonmembers.

4.8 (Change of Address) Members are required to notify the Co-op of changes in address and/or name.

4.9 (Termination of Membership) Memberships may be terminated in the following ways, and all rights and interest in the Co-op shall cease:

Voluntarily by written notice from the member.

Automatically when a member is delinquent in the payment of her/his/its membership fees to the extent determined by the Board.

Involuntarily only for cause by the Board, provided the member is first accorded an adequate opportunity to respond to the charges in person or in writing. Upon termination of membership, all rights and interests in the Co-op shall cease.

Section V: Meetings of Members

5.1 (Place of Meeting) All meetings of the membership are to be held in the City of Stoughton, State of Wisconsin. The exact location of these meetings shall be set by the President.

5.2 (Annual Meeting) The annual membership meeting shall be held each year, not more than 30 days after the end of the calendar year. The annual meeting shall include the election of Directors, the presentation of current financial and operational reports, and other business as may properly come before the membership.

5.3 (Notice) Written notice shall be provided each member of the time and place of any meeting of the members. The notice shall be sent to the members not less than seven (7) days or more than thirty (30) days prior to the meeting. Email is an acceptable means of providing this notice.

5.4 (Organization) The President, or a designee appointed by the President, shall conduct the meetings of the membership. Minutes of the meetings shall be taken by the Secretary, or a designee appointed by the Secretary.

5.5 (Agenda) The President is responsible for assembling an agenda for any meeting of the membership. Agenda items may be submitted to the President not less than three days prior to any meeting. Approval of the agenda will be the first item of business for any meeting of the membership.

5.6 (Quorum) A quorum at meetings of the membership shall consist of 5% of the current membership.

5.7 (Voting) Unless otherwise required by law or by these bylaws, issues shall be decided by a simple majority of votes cast except where one or more choices are to be made from several alternatives, in which case the alternative(s) receiving the most votes shall be considered approved. The Board may establish any reasonable voting procedures to avoid the need for multiple rounds of voting.

5.8 (Proxy Voting) There shall be no proxy voting at meetings of the membership.

5.9 (Special Meetings) Special meetings of the membership may be called by the President, or by the Secretary upon receipt of a petition of 20% of the membership. The notice for the special meeting shall include the business to be conducted at the meeting. Any business conducted at a special meeting of the membership other than that specified in the notice for that meeting shall be of an advisory nature only.

Section VI: Board of Directors

6.1 (General Powers and Duties) The Board of Directors shall manage the business and the affairs of the Co-op except where modified by the Articles or these Bylaws. The Board may take such action as it deems appropriate in the proper management of the Co-op. Specific duties of the Board shall include, but shall not necessarily be limited to, the following:

Establishment of policies to further the mission and goals of the Co-op, to interpret and implement the mission and purpose of the Co-op, and to introduce proposals for change to the mission and purpose of the Co-op.
Long-range financial planning.
Selection, evaluation, compensation, hiring, and firing of the General Manager.
Definition of the duties and authority of the General Manager.
Approval of employee benefit structure.
Employment of an accounting firm. An annual financial compilation is required in accordance with policies established by the Board.
Retention of Board legal counsel as needed.
Approval of basic changes in financial structure.
Approval of major plans and commitments.

6.2 (Composition of the Board) The Board of Directors consists of nine members, all duly elected by the membership.

6.3 (Eligibility) In order to qualify for election to the Board, a member must be in good standing, may not be paid staff of the Yahara River Grocery Cooperative, and shall not have any overriding conflict of interest with the Co-op.

6.4 (Terms of Office) Directors shall be elected for terms of three years, except that it may occasionally be necessary to have a Director elected for a shorter term in order to ensure that three terms expire in each year. In the event of a vacancy on the Board of Directors, the Board may choose to temporarily fill the vacancy by majority vote of the Directors in office or to leave the position vacant. An election by the membership at a regular or special meeting of the membership shall fill the position for the remainder of the term if any remains.

6.5 (Standard of Conduct) Directors shall be responsible at all times for discharging their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they reasonably believe to be in the best interests of the Co-op.

6.6 (Removal of a Director) Directors shall be removed from office by the following:

At a meeting, after establishing quorum, the Board of Directors may remove a Director upon unanimous vote of all unaffected Directors. The Board shall give at least a seven (7) day written notice by US mail of its intent to remove a director and the basis for removal. Notice will be complete upon mailing. The director will have an opportunity to present a response, but will not be entitled to vote at the meeting. The Board will hear the director’s response, deliberate, and vote in a closed session unless a majority of the unaffected Directors vote to open the meeting, or any portion of it. Outside counsel or witnesses will be allowed only upon a majority vote of the unaffected Directors. Notice of the removal shall be given to the Director by US mail and to the membership via email.
Directors may be removed from office by a two thirds (2/3) vote of the members at any regular or special meeting of the membership. Written notice shall be given in accordance with bylaw 5.3 and shall include a statement of intent to remove.
A director’s position shall be considered vacant after:
- two (2) consecutive unnotified absences from any Board meetings,
- any four (4) unnotified absences from any Board meetings in any twelve (12) month period.
Board meetings include regular Board meetings and special Board meetings. The absent director must notify the President, Vice President or designated agent by telephone, in person, or by email prior to the start of the meeting.
A director’s position shall be automatically terminated if the director is no longer a member of the Co-op.

6.7 (Vacancies) Any vacancy existing on the Board may be filled by appointment of a majority of Directors then in office. The appointed Director will complete the term of the vacating Director.

Section VII: Officers

7.1 (Designation and Qualifications) The officers of the Co-op shall consist of President, Vice President, Secretary and Treasurer, all of whom shall be Directors.

7.2 (Election, Terms, and Removal) Officers shall be elected by the Board for a term of one year. The Board of Directors may remove any officers whenever in its judgment the best interest of the Co-op will be served thereby.

7.3 (Duties) In addition to signing or attesting to formal documents on behalf of the Co-op as authorized by the Board, officers shall have such additional duties as determined by the Board.

The President shall be responsible for coordinating the activities of the Board and assuring the orderly conduct of Board and membership meetings.
The Vice President shall be responsible for performing the duties of the President in his or her absence or disability and, as requested, assisting other Board members in the performance of their duties.
The Secretary shall ensure that minutes of all Board and membership meetings are kept, ensure that notice is served to all members for meetings per Co-op bylaws, oversee the maintenance of membership records, and have responsibility for authenticating records of the corporation.
The Treasurer shall ensure the Board’s financial policies are being followed.

7.4 (Resignation) If the office of the President shall become vacant, the Vice President shall become President. If the offices of Vice President, Secretary or Treasurer become vacant, the Board of Directors shall elect a replacement to complete the term of the vacating officer.

Section VIII: Committees of the Board

8.1 (Committees) The Board or President may appoint standing or special committees to advise the Board or to exercise such authority 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. Non-director membership is encouraged for all committees, and all members shall have all the same duties, responsibilities and voting powers within the committee.

8.2 (Committee Chairs) Committees shall elect their own chairs. The chair of each committee will be responsible to facilitate the activities of the committees as directed by the Board. The chairs will communicate the committee activities to the Board, and will communicate Board and other actions to the committee members.

Section IX: Meetings of the Board

9.1 (Place of Meeting) All meetings of the Board of Directors are to be held in the City of Stoughton, State of Wisconsin. The exact location of these meetings shall be set by the President.

9.2 (Meetings) The Board of Directors shall meet at least once quarterly. The Board may determine the times of regular meetings. Special meetings may be called by the President and shall be called by the Secretary upon request of any three Directors.

9.3 (Notice) Regular meetings shall require no notice other than the resolution of the Board, it being the responsibility of absent Directors to inquire as to the time of further scheduled meetings. Special meetings shall require written or oral notice to all Directors. Written notice shall be delivered at least five (5) days before the date of the meeting and oral notices shall be given in person or by a telecommunications device at least forty-eight hours before the time of the meeting.

9.4 (Waiver of Notice) Any notice of a meeting required under these bylaws may be waived in writing at any time before or after the meeting for which notice is required. A person who attends a meeting shall be presumed to have waived notice unless the person attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully convened.

9.5 (Organization) The President, or a designee appointed by the President, shall conduct the meetings of the Board. Minutes of the meetings shall be taken by the Secretary, or a designee appointed by the Secretary.

9.6 (Agenda) The President is responsible for assembling an agenda for any meeting of the Board of Directors. Agenda items may be submitted to the President not less than three (3) days prior to any meeting. Approval of the agenda will be the first item of business for any meeting of the Board.

9.7 (Quorum) The presence in person of a majority of Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.

9.8 (Conflicts of Interest) Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board, and such interest shall be made a matter of record in the minutes of the meeting. The determination of whether the situation described actually constitutes conflict of interest will be determined by the majority of the Directors present. Directors having such an interest may not participate in the decision of the matter or in deliberations leading to such decision. A transaction in which a Director has an interest may be approved only by a majority of Directors who have no interest in the transaction and upon a determination that the transaction is in the best interest of the Co-op.

9.9 (Decision Making) The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board or a committee of the Board. The President votes only in the case of a tie vote.

9.10 (Action Without a Meeting) Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent to the action is signed by all Directors and filed with the minutes of meetings. Such consents may be executed by email. Any action without a meeting shall be read into the minutes of the next meeting of the Board.

9.11 (Open Meetings) Meetings of the Board and all committees shall be open to members. Sessions of a meeting may be closed only as to issues of a particularly sensitive nature. Action at a closed session shall be read into the minutes of meetings at the first opportunity which would not compromise the sensitivity of the matters at issue. Individual members may otherwise be excluded from Board or committee meetings only for cause.

Bylaws originally adopted January 2, 2007

Amended January 30, 2007 to reflect change of name from Yahara River Cooperative Grocery to Yahara River Grocery Cooperative.

Amended February 13, 2007 (change Principal Office to Mailing Address)

Amended April 10, 2007 (change mailing address to 229 East Main Street)

Amended January 29, 2008 (change Mission Statement)

Amended January 27, 2009 (various changes, including adding patronage rebate, and changing the structure of the Board of Directors, Officers, and Committees of the Board)