Bylaws of the Medford Food Co-op

Article I Organization

Section 1.1 – Name
Section 1.2 – Ownership and Purpose

Article II Ownership

Section 2.1 – Eligibility
Section 2.2 – Nondiscrimination
Section 2.3 – Admission
Section 2.4 – Rights
Section 2.5 – Responsibilities
Section 2.6 – Settlement of Disputes
Section 2.7 – Non-transferability
Section 2.8 – Termination of Ownership

Article III Meeting of Owners

Section 3.1 – Annual Meeting
Section 3.2 – Special Meetings
Section 3.3 – Notice of Meetings
Section 3.4 – Voting
Section 3.5 – Quorum

Article IV Board of Directors

Section 4.1 – Powers and Duties
Section 4.2 – Number and Qualifications
Section 4.3 – Election and Terms
Section 4.4 – Vacancies
Section 4.5 – Removal
Section 4.6 – Conflicts of Interest
Section 4.7 – Committees
Section 4.8 – Indemnification
Section 4.9 – Meetings
Section 4.10 – Quorum
Section 4.11 – Decision Making
Section 4.12 – Action without a Meeting
Section 4.13 – Officers

Article V Equity

Section 5.1 – Issuance
Section 5.2 – Terms
Section 5.3 – Certificates
Section 5.4 – Termination
Section 5.5 – Unclaimed Equity

Article VI Patronage Dividends

Section 6.1 – Allocations to Owners
Section 6.2 – Consent of Owners

Article VII Dissolution and Liquidation

Section 7.1 – Asset Distribution

Article VIII Amendment of Bylaws

Section 8.1 – Amendments


Article I Organization

Section 1.1 – Name. The name of the organization is “Medford Food Co-op” (referred to in these bylaws as “the Co-op”).

Section 1.2 – Ownership and Purpose. The Co-op shall be owned by its members and shall operate in accord with the International Cooperative Alliance’s Statement on the Cooperative Identity for the mutual benefit of its members (henceforth “owners”).


Article II Ownership

Section 2.1 – Eligibility. Ownership in the Co-op shall be open to any individual or legal entity who is in accord with its purposes and is willing to accept the responsibilities of ownership.

Section 2.2 – Nondiscrimination. Ownership shall be open without regard to any characteristic that does not directly pertain to a person’s eligibility.

Section 2.3 – Admission. Applicants will be admitted to ownership upon submitting required information and purchasing a common share at a price determined by the Board of Directors, consistent with Section 5.1 of these bylaws. Payment options may vary, as determined by the Board of Directors. A legal entity applying for ownership must name a single individual as an authorized representative.

Section 2.4 – Rights. Owners have the right to elect the directors to the Board, to receive notice of and attend meetings, to petition as described in these bylaws, and to approve amendments to these bylaws. Each owner shall have one vote and no more on all matters submitted to owners. The rights of owners shall apply only to active owners in good standing. All rights and responsibilities of owners are subject to applicable state law, the bylaws as they may be amended from time to time, and to policies and decisions of the Co-op or the Board.

Section 2.5 – Responsibilities. Owners shall keep the Co-op informed of any changes in name or current address and shall abide by these bylaws and the policies and decisions of the Co-op or the Board. Owners shall also patronize the Co-op. An owner who upholds these responsibilities is considered an active owner in good standing.

Section 2.6 – Settlement of Disputes. In any dispute between the Co-op and any of its owners or former owners which cannot be resolved through informal negotiation, it shall be the policy of the Co-op to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

Section 2.7 – Non-transferability. Ownership rights and owner equity may not be transferred in any manner.

Section 2.8 – Termination of Ownership. An owner may terminate their ownership voluntarily at any time by written notice to the Co-op. Ownership may be terminated involuntarily by the Board for cause after the owner is provided fair notice of the reasons for proposed termination and has an opportunity to respond in person or in writing. Cause may include intentional or repeated violation of any provision of the Co-op’s bylaws or policies, actions that will impede the Co-op from accomplishing its purposes, actions or threats that adversely affect the interests of the Co-op or its owners, willful obstruction of any lawful purpose or activity of the Co-op, breach of any contract with the Co-op, or failure to patronize the business for more than 3 years.


Article III Meetings of Owners

Section 3.1 – Annual Meeting. An annual meeting of owners shall be held to receive reports on governance, operations, and finances; to review issues that vitally affect the Co-op; and to conduct such other business as may properly come before the meeting.

Section 3.2 – Special Meetings. The Board may call special meetings of the owners. The Board shall call a special meeting if presented with a written petition stating a proper purpose and signed by 10% of active owners. Notice of special meetings shall be issued to owners. In the case of a petition, notice of the special meeting will be issued within 10 days after a presentation of the petition to the Board. No business shall be conducted at that special meeting except that specified in the notice of meeting.

Section 3.3 – Notice of Meetings. Notice of the date, time, place, and purpose of each meeting of the owners shall be posted in a conspicuous place at the Co-op and communicated to owners not less than 15 days prior to the date of the meeting.

Section 3.4 – Voting. Voting on all matters that owners are entitled to vote upon will be accomplished through paper or electronic ballots, or both, as authorized by the Board. Unless otherwise specified in these bylaws, notice of the vote shall be posted in a conspicuous place at the Co-op and communicated by written notice delivered to owners’ postal or electronic address not less than 15 days prior to the end of the election period. Unless otherwise stated in the articles of incorporation, or these bylaws, or required by law, all questions shall be decided by a vote of a majority of the owners voting thereon. Proxy voting is not allowed.

Section 3.5 – Quorum. At any meeting of the owners, or for any vote of the owners, a quorum necessary for decision-making shall be 10% of the total number of owners or 50 owners, whichever is less.


Article IV Board of Directors

Section 4.1 – Powers and Duties. Except as to matters reserved to owners by law or by these bylaws, the corporate powers of the Co-op shall be exercised by or under the authority of the Board of Directors, and the business and affairs of the Co-op shall be managed under the direction of the Board of Directors (sometimes referred to in these bylaws as “the Board”). Except for matters for which owner voting is required, the Board shall have full power to govern the Co-op, including, but not limited to, hiring the General Manager; establishing compensation, if any, for the Board; and assuring that the mission of the Co-op is articulated and carried out.

Section 4.2 – Number and Qualifications. The Board shall consist of not less than 5 nor more than 9 individuals, as determined by a vote of the owners. All directors shall be owners in good standing and shall not have any overriding conflict of interest with the Co-op. Employees—and spouses or domestic partners of employees—may not serve as directors.

Section 4.3 – Election and Terms. Elections shall occur annually, in a manner prescribed by the Board. Directors shall serve a term of 3 years and shall serve staggered terms so that approximately 1/3 of the Board is elected each year. No director may serve more than 3 consecutive terms.

Section 4.4 – Vacancies. Any vacancy among directors may be filled by appointment by the Board. A director so appointed shall serve until the end of the pertinent term.

Section 4.5 – Removal. A director may be removed by decision of the owners in accordance with the petition and voting provisions of these bylaws.

Section 4.6 – 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. Directors having such an interest may not participate in the decision of the matter nor 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 fair to the Co-op.

Section 4.7 – Committees. The Board may appoint special or standing committees to advise the Board or to exercise such authority as the Board shall designate. Advisory committees shall include at least one director. Committees exercising any authority of the Board shall consist only of directors and shall conform to all procedural requirements applicable to the Board.

Section 4.8 – Indemnification. The Co-op shall indemnify and reimburse each present, past, and future director for any claim or liability (including expenses and attorneys’ fees actually and reasonably incurred in connection therewith) to which such person may become subject by reason of being a director, to the full extent allowed by law, except to the extent the director acted in bad faith.

Section 4.9 – Meetings. The Board shall hold regular and special meetings at such time and place as it shall determine, and all directors shall be notified in writing of said meeting at least 5 days in advance, unless the Board agrees to a shorter notice. The Board will provide reasonable notice of all Board meetings to owners. Attendance at any meeting constitutes waiver of notice of that meeting. Meetings shall be open to all owners unless the Board decides to go into executive session regarding confidential or proprietary matters such as labor relations or personnel issues; negotiation of a contract; discussion of strategic goals or business plans, the disclosure of which would adversely impact the Co-op’s position in the marketplace; and/or discussion of a matter that may, by law or contract, be considered confidential.

Section 4.10 – Quorum. A majority of the current directors shall constitute a quorum, and no action shall be taken or approved unless a quorum shall have been present at the time the action is taken or approved.

Section 4.11 – Decision Making. The Board shall strive to make decisions by consensus, attempting to reconcile differing points of view based upon the best interests of the Co-op. If, in the opinion of a majority of directors present, reasonably diligent efforts have failed to produce a consensus and the matter under consideration requires immediate action, such matter shall be decided by a majority plus 1 vote of directors present.

Section 4.12 – Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken by written action affirmed by all of the directors. The action is effective when affirmed by all of the directors, unless a different effective time is provided in the action. Any action without a meeting shall be read into the minutes of the next meeting of the Board.

Section 4.13 – Officers. The Board will designate officers as necessary for the effective conduct of Board business, consistent with any requirements of state law.


Article V Equity

Section 5.1 – Issuance. To evidence capital funds provided by owners, the Co-op shall issue common shares. Common shares may be issued only to persons eligible for and admitted to ownership in the Co-op. Such shares shall be issued only upon full payment of the stated value of the shares, as determined by the Board of Directors. Payment for shares shall not exceed three hundred dollars ($300) or such higher amount as may be permitted by ORS 59.025(11) or the corresponding provision of any subsequently enacted Oregon statute.

Section 5.2 – Terms. Common shares shall not be entitled to receive dividends or other monetary benefit, other than patronage dividends described in Article VI of these Bylaws. Such common shares shall be nontransferable and may not be pledged as security for a debt of the holder. Shares shall be subject to assessment insofar as it may become necessary to increase the required capital investment of owners by reason of the current or prospective capital needs of the Co-op.

Section 5.3 – Certificates. Owners shall be entitled to receive certificates evidencing outstanding shares. All certificates shall be signed personally or by facsimile by a principal officer of the Co-op and shall be numbered and registered by the Co-op. Each certificate shall have printed upon it such information as is required by law. The Co-op may issue a replacement certificate for any common share alleged to have been lost, stolen, or destroyed without requiring the giving of a bond or other security against related losses.

Section 5.4 – Termination. Upon termination of ownership, a common share of an owner may be redeemed provided that the Board has determined that the equity is no longer needed by the Co-op and such redemption is in compliance with ORS 62.235. Share redemption is only available for fully paid shares. Shares shall be redeemable at the lesser of their carrying value on the books of the Co-op or their net book value. In the case of voluntary termination of ownership, a reasonable processing fee may be imposed, as determined by the Board.

Section 5.5 – Unclaimed Equity. If an owner voluntarily or involuntarily terminates ownership in the Co-op, or fails to inform the Co-op of his or her mailing address, then the equity and patronage dividend amount allocated to that owner will be retained by the Co-op or donated to a non-profit to the extent authorized by state law.


Article VI Patronage Dividends

Section 6.1 – Allocations to Owners. The Co-op may allocate and distribute to owners the net profit from business done with them in such a manner as to qualify them as patronage dividends consistent with Co-op principles, applicable state and federal laws, and generally accepted accounting principles. The Board shall determine when and how such allocations and distributions will be made.

Section 6.2 – Consent of Owners. By obtaining or retaining ownership in the Co-op, each owner consents to take into account, in the manner and to the extent required by federal and state tax law, any patronage dividend received from the Co-op. Each owner also agrees that if his or her patronage dividend is not cashed within 90 days of the date on which it was issued by the Co-op, the Co-op shall have the right to make a contribution in the name of that owner to support other organizations aligned with the Co-op’s purpose, in a manner as may be directed by the Board from time to time.


Article VII Dissolution and Liquidation

Section 7.1 – Asset Distribution. The Co-op may be dissolved or liquidated upon a decision of the Board and a 2/3 affirmative vote of the owners who participate in the vote. Upon dissolution of the Co-op, its assets shall be distributed in the following manner and order of priority: (i) by paying or making provision for payment of all liabilities and expenses of liquidation; (ii) by redeeming any equity accounts which, if they cannot be paid in full, shall be paid on a pro rata basis; (iii) by distributing any remaining assets in a way that furthers the Co-op’s mission, as determined by the Board.


Article VIII Amendment of Bylaws

Section 8.1 – Amendments. These bylaws may be amended or repealed in whole or in part by a majority of the owners who participate in the vote. An amendment may be proposed by the Board or by petition of at least 15% of active owners. The proposed amendment shall be publicized to the owners not less than 4 weeks prior to the voting process, which shall be held at a time and in a manner determined by the Board.


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