By-Laws

 

BYLAWS OF THE AMBLER FOOD COOP, INC 

A Cooperative Corporation organized under the Pennsylvania Cooperative Corporation Law of 1988. Adopted: November 20, 2013

ARTICLE I - ORGANIZATION

a. Name.  The name of the organization shall be Ambler Food Coop, Inc. (referred to herein as the “Cooperative”).

b. Principal Office.  The principal office of the Cooperative shall be located at 338 Rosemary Avenue, Ambler, PA 19002.  The Board of Directors of the Cooperative (referred to herein as either the “Board of Directors” or the “Board”) may change the principal office of the Cooperative from time to time.  The Cooperative may also have offices at such other places as the Board of Directors may, from time to time, determine.

c. Relevant Law.  These Bylaws contain the rules by which the Cooperative will govern its internal affairs and the methods by which it will evidence its external actions.  These Bylaws have been prepared in accordance with the provisions of the Pennsylvania Cooperative Corporation Law of 1988, and the applicable provisions of the Pennsylvania Business Corporation Law of 1988.

 d. General Purposes of the Cooperative.  The Cooperative is organized for the purposes of engaging in any lawful business to acquire, produce, manufacture, furnish, or distribute any goods or services on a cooperative basis for the mutual benefit of its Members; to establish and operate facilities and programs for the benefit of the Members and the community for production, distribution, purchase and/or consumption of consumer goods and services, and to provide related community services and activities; to associate with other cooperative societies for mutual and cooperative development; to advance the cooperative movement and serve its Members within the scope of the Articles of Incorporation and to the fullest extent permitted by applicable law.  In furtherance of the foregoing purposes, and in addition to the foregoing purposes, the Cooperative shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon a cooperative organized under the laws of Pennsylvania.  In addition, the Cooperative may do everything necessary, suitable, proper, convenient or expedient for the accomplishment of any of its cooperative purposes, in Pennsylvania or elsewhere. .

e. Mission Statement.  The Cooperative is to create and sustain a member-owned market that nourishes the community by offering locally-sourced food and products, bettering the physical, social and economic strength of the people in Ambler and in the surrounding communities.

f. Statement of Values.

We are committed to acting cooperatively.

The Cooperative encourages each member to contribute to and participate in all activities we undertake as a cooperative.  The Cooperative supports other cooperative efforts and educates our members and our community about consumer issues and the cooperative movement.  The Cooperative is: (i) trustworthy, accountable and responsive to its membership, (ii) ethical and transparent in its business practices, (iii) committed to open and voluntary membership without gender, social, racial, political, religious or other arbitrary discrimination (iv) respectful of the planet and its inhabitants, and (v) a comfortable and friendly place to shop and work that fosters a spirit of community through the selling of high-quality products at a fair price (vi) while working with other cooperative organizations to serve its membership most effectively and to strengthen the cooperative movement.

ARTICLE II - DEFINITIONS

As used in these Bylaws, the following terms shall have the meanings as set forth below:

a. Household.  Household shall mean a group of persons residing at the same address who live together as a unit.  A household may apply for a single membership to be held in the names of all persons in the household who are at least eighteen years old or are legally emancipated minors and legal residents of the Commonwealth of Pennsylvania.  A single dwelling may contain more than one such household.

b. Member.  Membership shall mean an individual who, or a Household unit which, has been admitted into membership by the Board of Directors.

c. Shareholder Member.  A Shareholder Member shall be one person designated from the Household who votes and acts as the primary contact for the members of the  Household.   A Shareholder Member must be a legal resident of the Commonwealth of Pennsylvania.

d. Net Savings.  Net Savings is the total income of the Cooperative minus its costs of operation for the fiscal year.

ARTICLE III - GOVERNING PRINCIPLES

The business of the Cooperative shall be conducted according to the following voluntary and open membership principles:

a. Democratic control.  There shall be one vote for each Member in good standing.

b. Open membership.  Membership is open to all as described in Article II, without regard to any characteristic that does not directly pertain to a person’s eligibility.

c. Equitable Member ContributionMembers contribute equitably to the capital needs of the cooperative, with such capital receiving a strictly limited monetary return, if any, and with realized earnings being used for the development needs of the cooperative, for benefiting Members in proportion to their transactions with the cooperative, and/or for supporting other activities approved by its Members.

d. Education and promotion.  Funds shall be provided for education and promotion.

e. Neutrality.  The Cooperative shall not advocate political or religious beliefs and shall not support any candidate for political office.

The Cooperative shall not advocate religious beliefs and shall not support any political party or candidate for political office.

f. Rules of Procedure.  Roberts' Rules of Order shall govern membership meetings and meetings of the Board of Directors of this Cooperative.

g. Autonomy and independence of the cooperative.  Maintain the autonomy and independence of the Cooperative despite any dealings with other organizations or capital funds raised from outside sources.

ARTICLE IV - MEMBERSHIP

a. Admission.  Any eligible individual or Household may be admitted to membership by the Board upon submitting an application and meeting the following requirements: payment of the minimum capital contribution; and satisfaction of any other requirements established by the Board of Directors.  Members shall be bound by, and shall comply with, rules and regulations established by the Board of Directors, the Articles of Incorporation and the Bylaws of the Cooperative.

b. Benefits.  Each Member shall have one vote, irrespective of the number of shares that such person owns or has subscribed for.  Members may participate in the governance of the Cooperative as set forth in these Bylaws.  Members may be entitled to Patronage Refunds as set forth by the Board of Directors at its sole discretion.

c. Termination.  A Member may, at any time, terminate membership by submitting written notice to the Secretary.  A Member may be terminated involuntarily by action of the Board of Directors and subject to a reasonable opportunity for the Member to be heard in person or by counsel at a meeting of the Board of Directors.  Upon termination, all rights and interests in the Cooperative shall cease except for rights to Redemption pursuant to Article VI of these Bylaws.

d. Transfer.  A Shareholder Member may transfer voting rights to another member of the Household by submitting written notice to the Secretary.  Without the advance written approval of the Board of Directors, membership shall be nontransferable, except in the following conditions:

i. Dissolution of a Household.  Upon the dissolution of a Household, the Shareholder Member will retain the membership and its benefits and obligations.

ii. Death.  Upon the death of a Shareholder Member, the membership shall be transferred to the designated beneficiary, whom the Shareholder Member shall designate at the time membership is created, and which the Shareholder Member may change at any time by submitting written notice to the Secretary.

e. Settlement of Disputes.  In any dispute between the Cooperative and any of its Members or former Members which cannot be resolved through informal negotiation, it shall be the policy of the Cooperative 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.  It is recognized and accepted that this section imposes a prerequisite upon access to the court system on the part of both Members and the Cooperative.

ARTICLE V - MEETINGS OF THE MEMBERSHIP

a. General Meetings.  Meetings of the Membership shall be held annually at a date, time and place to be determined by the Board of Directors, but no less than 30 days prior to the end of the fiscal year.

b. Special Meetings.  Special meetings of Members may be called at any time by action of the Board of Directors, and such meetings must be called whenever a petition signed by at least twenty percent (20%)  of Members is presented to the Board of Directors.

c. Notice.  The notice of regular and special meetings of the Members shall state the date, time, place and purpose of the meeting, and shall be mailed, hand-delivered, or delivered by facsimile transmission, e-mail or other electronic communication to a Member’s facsimile number or address for e-mail or other electronic communications supplied by the Member to the Cooperative for the purpose of notice, to each Member not less than twenty (20) days before the date of the meeting.

d. Agenda.  The agenda for each regular Meeting of the Membership shall be set forth in the notice of meeting, and no business other than that set forth in the notice shall be transacted at the meeting.  The Treasurer or a designated representative shall present a summary of the previous year’s financial statements and the proposed budget for the following fiscal year for review and advice by the membership at the annual membership meeting.

e. Initiative and Referendum.  Members may initiate any proper action for decision, or may, within sixty (60) days of any action taken by the Board of Directors, review such action by petition of Members.  A petition for initiative or referendum shall be signed by fifty (50) or ten percent (10%) of all Shareholder Members, whichever is greater.  Upon receipt of such a petition, the Secretary shall place the item on the agenda for the next Meeting of Members.  Such matters shall be approved or disapproved by the Members at the next regular meeting, or special meeting if one is called for the purpose.  In the case of a referendum reviewing an action by the Board of Directors, the subject action of the Board shall be stayed until the referendum has been held.  Rights of third parties which vest, between the time that the subject action is authorized by the Board of Directors and the time that a Member referendum is held under this Section, shall not be impaired by a vote of the Members. 

f. Voting Rights of Members.  Each Shareholding Member shall have one and only one vote upon any single matter.  No member shall be permitted to vote by proxy unless by written consent of the Shareholder Member.  Voting may be done in person or written ballot according to rules to be determined by the Board of Directors.  The Secretary shall maintain and prepare an accurate and up-to-date list of Members and furnish the Board of Directors with the list before each General and Special meeting of the membership.

g. Quorum.  The presence in person of ten percent (10%) or fifty (50), whichever is less, of the  Shareholder Members shall constitute a quorum for the purpose of conducting business at any General or Special Meeting.  Those who attend an adjourned meeting, although less than a quorum, shall be deemed to constitute a quorum at that meeting only for the transaction of business from the meeting that was adjourned.

h. Decision Making.  All issues shall be decided by a simple majority of Shareholding Members who are present and voting or represented by written ballots, subject to quorum, except where a higher percentage is required by law or by these Bylaws.  Should attendance fall below a quorum during the meeting, all issues shall be decided by a simple majority of Shareholder Members needed to make a quorum who are present and voting or represented by written ballots.

i. Adjournment.  If a Meeting of Members cannot be organized because a quorum has not attended, a simple majority of those present may adjourn the meeting to such date, time and place not less than ten (10) days nor more than thirty (30) days later.  Notice of the meeting shall be posted by the Secretary in a conspicuous place at the principal place of business, or in the regular print and electronic publications of the Cooperative for at least seven (7) days prior to the adjourned meeting.

ARTICLE VI - SHARES

a. Issuance and Terms.  To evidence capital funds provided by Members, the Cooperative shall issue its common stock with a par value of one (1) dollar per share.  The minimum capital requirement may be increased by the Board of Directors.  The Board of Directors shall have the authority to divide the authorized and unissued shares into classes or series, or both, and to determine for any class or series its voting rights, designations, preferences, limitations and special rights, if any.

Common shares may be issued only to Shareholder Members eligible for and admitted to Membership in the Cooperative.  Shares shall be issued only upon full payment of their purchase price.  Shares shall be entitled to no dividend or other monetary return, although the Board of Directors may, in its sole discretion, elect to pay patronage refunds.  No one Member shall own more than the maximum number of shares permitted by the Board of Directors or four (4) percent of the outstanding shares of common stock in the Cooperative, whichever is less. 

b. Certificates.  Every holder of a fully paid share shall be entitled to receive a certificate evidencing such holding.  All certificates shall be signed personally or by facsimile by an authorized officer and shall be numbered and recorded in a stock register maintained by the Cooperative.  Each certificate shall contain a prominent notation that it is not transferable and that voting rights pertain only to Membership in the Cooperative on the basis of one vote per Shareholder Member.  The Cooperative may issue a replacement certificate for any certificate lost, stolen or destroyed evidenced by affidavit from the Shareholder Member.

c. Redemption.  Upon request following termination of Membership, common shares shall be redeemable at the net book value.  Redemption proceeds shall be subject to offset by amounts due and payable to the Cooperative by the Member.  No redemption shall be made when such payment would impair the ability of the Cooperative to meet its other obligations as they become due.  The Cooperative, by the vote of the Board of Directors, shall have the right to recall, at its carrying value on the books of the Cooperative, any shares held by a Member in excess of the amount required for Membership status.

d. Preferred Shares.  The Cooperative may issue preferred shares to any person or entity upon such terms and conditions as shall be established by the Board of Directors.  The preferred shares shall carry no voting rights other than those mandated by state or federal law.

ARTICLE VII - BOARD OF DIRECTORS

a. Initial Directors.  The term of the initial Board of Directors named in the Articles of Incorporation and those appointed to the Board of Directors, if any, prior to the first general meeting shall continue until their successors are elected at the first annual meeting of Cooperative members.  The first annual meeting of the Membership shall be scheduled at the discretion of the initial Board of Directors, but no more than two (2) years after retail activities begin.

b. Number and Qualifications of Directors.  The Cooperative shall have a Board of Directors consisting of at least nine (9) members and a maximum of thirteen (13).  The immediate past Board President shall serve on the Board if willing and able to serve.  To be qualified as a Director, a person shall be of the age of eighteen (18) or more years, be a Member in good standing at the time of the election, and may not include the general manager of the Cooperative.  A maximum of two (2) Cooperative employees may serve on the Board.  Except for vacancies filled in accordance with these Bylaws and the position of immediate past President, all Directors shall be elected by the membership.

c. Powers and Duties of the Board of Directors.  The Board of Directors shall direct the Cooperative’s business and shall exercise all of the membership’s powers as represented during the meetings of members, except those reserved to members by law, by the Articles of Incorporation or by these Bylaws, and shall make such lawful rules and regulations as it deems necessary for its management, and for the guidance of its officers, employees and agents.

The Board of Directors shall have the duty to employ and dismiss the General Manager of the Cooperative.  The Board of Directors may appoint special or standing committees to advise the Board or to exercise such authority as the Board shall designate, including the appointment of an executive committee from the Board of Directors’ membership.  Any committee exercising any authority of the Board shall consist exclusively of Directors.  Other officers and agents may be appointed by and shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

d. Election of Directors.  Elections to the Board of Directors shall be held at the annual meeting of the Membership.  A nominee for Director can be selected by Board members, by a special nominating committee, or by petitions signed by at least ten (10) Members and submitted to the Secretary at least thirty (30) days before the date of the annual meeting.

All voting for Directors shall be by written ballot, or by method approved by the Board.  Nominee(s) receiving the greatest number of votes will be elected to the board to fill necessary positions.  Ties will be resolved by a special run-off vote by members present at the meeting.  If fewer than the minimum (9) directors are elected, then remaining positions will be filled by a simple majority of the Board of Directors.

Notice of the election with names and descriptions of the candidates, the number of Board positions being filled and a copy of the ballot shall be posted by the Secretary in a conspicuous place at the principal place of business, or in the regular print and electronic publications of the Cooperative not later than 20 days prior to the election date

e. Terms of Office.  With the exception of the Initial Directors, each Director shall be elected for a term of three (3) years.  Directors shall be limited to two (2) consecutive terms.  After being elected and serving a second consecutive term on the Board of Directors, a Member shall retire from the Board of Directors for at least one (1) year before regaining his or her eligibility for election. This limitation shall not prevent the immediate past President from serving on the Board as the immediate past President.

f. Vacancies.  Vacancies on the Board of Directors occurring between annual meetings at which Board elections are held shall be filled by a simple majority vote of the remaining Directors, and each person so elected shall be a Director until his or her successor is elected by the Members at the next annual meeting.  A replacement director may run for election at the next annual meeting and, if duly elected by the Members, the term served by such Director pursuant to such election shall be deemed to be the first three (3) year term of such Director.  If the size of the Board falls below the 9 member minimum, the Board may continue to function, but must make a good faith effort to bring the size back to the minimum as soon as practicable.

g. Termination.  The term of office of a Director is automatic at the end of their elected term or may be terminated under the following circumstances:

i. Voluntary.  A Director may resign upon written notice to the Board.

ii. Involuntary.  A Director may be removed by a vote of at least two-thirds (2/3) of the members present and entitled to vote at a regular or special membership meeting.  A member can request removal by bringing formal charges against a Director via the procedures for calling a special meeting of members. The Director whose removal is proposed will have opportunity to be heard at the membership meeting.  Any vacancy that results from this proceeding will be filled by a simple majority vote of the members at the meeting.

iii. Unexcused Absence.  Directors who have three (3) unexcused absences within a fiscal year will be automatically removed from the Board.

iv. Suspension.  Directors may be suspended for cause by a vote of at least 2/3s of the remaining Directors.  During the suspension, the suspended Director shall not be permitted to attend meetings of the Board of Directors or to vote on Board matters.  The suspension shall continue until the next membership meeting when a vote for removal will occur in accordance with provision (ii) of this section of the Bylaws.

h. Compensation.  Directors will receive no monetary compensation for their services as Directors of the Cooperative.

i. Special Provisions made for First Elected Board of Directors.  Seven (7) of the Initial Directors will serve on the first elected Board of Directors for a term of one (1) year.  For the purpose of staggering Board terms, one-third of the Directors elected to the first Board will serve for a term of three years, one-third of the Directors elected to the first Board to serve for a term of two years, and the remainder will serve a term of one year, to be determined at random after the Board of Directors is elected.

j. Conflicts of interest.  Directors shall be under an affirmative duty to disclose their actual, potential or apparent 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.  For the avoidance of doubt, it is acknowledged that actual, potential or apparent conflicts of interest may arise where a Director sits on multiple boards or is involved with business entities unaffiliated with the Cooperative but engaged in business operations that may, directly or indirectly, impact on the business of the Cooperative, and in such instance the Director shall be obligated to disclose his or her involvement with such entity and provide the Board of Directors with information about the activities of such entity (without breaching any fiduciary duty or obligation of confidentiality owed to such entity) reasonably sufficient to allow the Board of Directors to determine whether an actual, potential or apparent conflict of interest exists.  A transaction in which a Director has an interest shall be prohibited unless the transaction is fair to the Cooperative and is approved by at least a two-thirds majority of all disinterested directors. 

k. Fiduciary Duty, Limitation of Personal Liability and Indemnification of Directors. 

A Director of the Cooperative shall stand in a fiduciary relation to the Cooperative and shall perform his or her duties as a Director, including his or her duties as a Member of any committee of the Board upon which he or she may serve, in good faith, in a matter he or she reasonably believes to be in the best interest of the Cooperative, and with such care, including reasonable inquiry, zeal and diligence, as a person of ordinary prudence would use under similar circumstances.  In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following: (1) one or more officers or employees of the Cooperative whom the Director reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person; (3) a committee of the Cooperative as to matters within its designated authority, which the Director reasonably believes to merit confidence. 

In discharging the duties of their respective positions, the Board of Directors may, in considering the best interests of the Cooperative, consider the effects of any action upon employees, suppliers, Members of the Cooperative and the community in which the Cooperative is located, and all other pertinent factors.  The consideration of those factors shall not constitute a violation of this section. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interest of the Cooperative. 

A Director of the Cooperative shall not be personally liable for monetary damages for any action taken or for any failure to take any action, unless: (1) the Director has breached or failed to perform the duties of his or her office under this section; and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.  The provisions of this section shall not apply to: (1) the responsibility or liability of the Director pursuant to any criminal statute; or (2) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

The Cooperative shall indemnify, defend and hold harmless each of its Directors, officers, committee chairs and employees who was or is an authorized representative of the Cooperative and who was or is a “party” (which shall include for purposes of this provision the giving of testimony or similar involvement) or is threatened to be made a party to any “proceeding” (which shall mean for purposes of this provision any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil administrative or investigative, whether formal or informal, and whether brought by or in the right of the Cooperative or otherwise) by reason of the fact that such person was or is an authorized representative of the Cooperative, to the fullest extent permitted by law, including without limitation, indemnification against expenses (which shall include for purposes of this provision attorney's fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, unless the act or failure to act giving rise to the claim is finally determined by a court to have constituted willful misconduct or recklessness.  If an authorized representative is not entitled to indemnification in respect of a portion of any liabilities to which such person may be subject, the Cooperative shall nonetheless indemnify, defend and hold harmless such person to the maximum extent for the remaining portion of the liabilities.

The Cooperative shall pay the expenses (including attorney's fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under these bylaws in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Cooperative and may pay such expenses in advance on behalf of any employee or agent on receipt of a similar undertaking.  The financial ability of such authorized representative to make such repayment shall not be a prerequisite to the making of an advance.

Each person who shall act as an authorized representative of the Cooperative shall be deemed to be doing so in reliance upon the rights of indemnification provided by this provision. 

All rights of indemnification under this provision shall be deemed a contract between the Cooperative and the person entitled to indemnification pursuant to which the Cooperative and each person intend to be legally bound.  Any repeal, amendment or modification hereof shall be prospective only and shall not limit, but may expand any rights or obligations in respect of any proceeding, whether commenced prior or after such change, to the extent such proceeding pertains to actions or failures to act, prior to such change. 

The indemnification, as authorized by this section, shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of disinterested Directors or otherwise.  The indemnification and advancement of expense provided by, or granted pursuant to, this action shall continue as to a person who has ceased to be an officer or Director in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors and administrators of such person.  The Cooperative shall be entitled to purchase insurance for such indemnification, as determined from time to time by the Board of Directors.

ARTICLE VIII - MEETINGS OF THE BOARD OF DIRECTORS

a.  Meetings of the Board.  The Board of Directors will schedule and convene at least 8 meetings annually, both regular and special, at such time and place as they may determine.

b. Special Meetings of the Board.  Special meetings of the Board of Directors may be called by the President or by any three (3) Directors with notice given to each Director at least three (3) days in advance.

c. Open Meetings.  Meetings for the transaction of business of the Board of Directors shall be open to the membership of the Cooperative, unless the Board goes into Executive Session.

d. Notice.  The date, time and place of each Meeting of the Board of Directors shall be posted by the Secretary in a conspicuous place at the principal place of business, or in the regular print and electronic publications of the Cooperative for at least seven (7) days prior to a regular or  two days (2) prior to a special meeting.

e.  Quorum.  At all meetings of the Board of Directors, a simple majority of Directors will be necessary to constitute a quorum for the transaction of business.  If a quorum is not present at any meeting, the Directors present may adjourn the meeting and determine a time and place for an adjourned meeting.  Notice of the adjourned meeting will be posted at least 3 days prior to the new meeting date.

f. Decisions.  All decisions of the Board of Directors will be by a majority vote of the Directors present under the existing Quorum.  Proxy votes are not permitted.

g.  Actions Without Meeting.  The Board may take action on business to be conducted without meeting with unanimous written consent of the Board.  All actions taken must be filed with the following meeting’s minutes.

h.  Executive Session.   The Board may go into executive session, at which everyone is excluded except currently serving Directors, for the purpose of discussing any matters of business which the Board may consider confidential or sensitive, as hereinafter set forth.  Before meeting in executive session, the Board shall approve, by majority vote of the Directors present at a meeting at which a quorum is established, a motion to go into executive session.  The subject motion shall include general reference to the substance of the matters to be discussed, which may include, but are not limited to, confidential employee matters, confidential matters related to litigation or potential litigation, and any matters relating to communications with counsel, or advice from counsel, to which an attorney-client privilege attaches or may attach.  The Board, in its sole discretion, may decide, by majority vote, as stated above, to exclude Directors that are also employees of the Cooperative, if such matters are related to the operations of the Cooperative.  Directors who are employees of the Cooperative shall not be present during any discussions of and shall not participate in any vote on the General Manager’s performance or compensation.  The Board may, in its sole discretion, invite relevant individuals to be present during an executive session, as required, for consultation.  No vote may be taken in executive session except to approve or evaluate the General Manager’s performance and compensation, to recess or adjourn out of executive session, or to address any other issue which in the discretion of the Board requires confidentiality.  The decision to call an executive session and a general description of the matters discussed must be recorded in the minutes of the Board meeting at which the motion to go into executive session was approved.

i. Participation by Telephone at Board Meetings.  Directors may participate in meetings of the Board and shall be deemed to be present at such meetings as though physically present if they are participating by means of a conference telephone, internet-based video conference or similar communications equipment by which all persons participating at the meeting can hear each other and respond to matters properly brought before the meeting.  Directors participating by such communications means shall be deemed present for all purposes including determination of quorum.

ARTICLE IX - OFFICERS 

a. Officers.  The Officers of the Cooperative, consisting of the President, the Vice President, the Secretary, and the Treasurer.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board.   

b. Election.  Officers will be selected from the Board of Directors of the Cooperative at the first Board meeting following the election of Directors.  The Officers will be elected by a majority vote of those Directors present and will have served a minimum of one year on the Board of Directors.

c.  Eligibility.  Cooperative employees will not be eligible to serve as Officers of the Cooperative.

d. Term.  Officers are elected for a term of one year and may serve multiple terms until that officer’s successor is elected and assumes office.

e. Roles.  The following delineates the role(s) of each Officer: 

i. President.  The President presides at all meetings of the Board of Directors, oversees operations of the Cooperative to make sure that all orders and resolutions of the Board and the Members are put into effect. Except as otherwise stipulated in these Bylaws, the President signs all contractual notes, bonds and other evidences of indebtedness issued by the Cooperative, and other official instruments or documents of the Cooperative, unless the right and duty to execute such instruments or documents is otherwise delegated by action of the Board.  The President is a member ex-officio of all committees of the Cooperative and will deliver the report of the Board of Directors at membership meetings.

ii. Vice-President.  The Vice-President assumes all duties of the President in his or her absence.  In the event of the President’s death, resignation or mid-term withdrawal from office, the Vice-President will complete the remaining term of the President.  The Vice-President will act as liaison between committee chairpersons and the Board and shall perform other duties and have other powers as the Board of Directors may, from time to time, prescribe.

iii. Secretary.  The Secretary attends all meetings of the membership and the Board of Directors and will record or cause to be recorded the meeting minutes.  The meeting minutes of the Board of Directors and membership meetings will be made reasonably available to all members by publication or dissemination in such manner as the Board determines.  The Secretary of the Board will post the minutes of the Board of Directors meetings within seven (7) days following approval by the Board and will post draft minutes of the general membership meetings no later than twenty (20) days prior to the general membership meeting at which they are scheduled to be approved. The Secretary will give notice of meetings required by these Bylaws.  The Secretary will keep custody of the official documents of the Cooperative, including the seal of the Cooperative, and when authorized by the Board, affix to any instrument and attest to its authenticity by signature.

iv. Treasurer.  The Treasurer will monitor the operations account on at least a monthly basis and report to the Board of Directors as appropriate.  The Treasurer assists in budget preparation as well as making financial information available to the membership and the Board.  The Treasurer serves as liaison between the Board and its auditors.  The Treasurer may be designated as signatory on financial reports and returns as well as other formal documents.

ARTICLE X - FISCAL AFFAIRS

a. Year End.  The fiscal year shall end on the Saturday nearest to June 30, and the succeeding fiscal year shall begin on the following Sunday.

b.  Financial Statements.

i. Annual Report.  An annual report shall be prepared each year, and be presented to the Members in accordance with the applicable provisions of the Pennsylvania Business  Corporation Law of 1988

ii. Audit.  The books of the Cooperative shall be audited at least once every three (3) years with no less than a compilation report in the intervening years by a certified public accountant, chosen annually by the Board of Directors, who shall not be a Director.

iii. Annual Review of Financial Controls.  The Board will ensure that an annual review of the financial controls of the Cooperative is conducted.

iv. Annual Budget.  The Treasurer or a designated representative shall present the full budget for review and approval at the last meeting of the Board of Directors prior to the end of the fiscal year.

c. Checks.  All checks of the Cooperative shall be signed by such persons as the Board of Directors shall designate.

d. Seal.  The Board shall authorize the purchase of a corporate seal in such form as the Board shall determine.

e. Fiduciary Bonds.  All persons authorized to sign checks or withdraw funds, bookkeepers and other persons handling funds of the Cooperative amounting to one-thousand dollars ($1,000) shall be bonded at the expense of the Cooperative.

f. Capital and Financing.  The Board of Directors shall not accept any loan which would raise the aggregate loans in excess of a five percent (5%) increase for the fiscal year above the Board loan limit except as authorized by a vote of the Board of Directors.

f. Application of net earnings.

i. Rebate of Net Savings. – The Cooperative shall annually allocate and, as determined by the Board of Directors from time to time, may distribute as patronage refunds its adjusted net earnings as permitted by federal law.  Net savings, surplus, retained earnings shall be adjusted by reasonable reserves for necessary business purposes, as may be determined by the Board of Directors.  Any allocation of such a nominal amount as not to justify the expenses of distribution may, as determined by the Board, be excluded from distribution, provided that they are not then or later distributed to other patrons.

ii. Consent of Members.  By obtaining or retaining membership in the Cooperative, each  Member shall thereby consent to take into account, in the manner and to the extent required by Section 1385 of the Internal Revenue Code, the stated dollar amount of any qualified written notice of allocation in the taxable year in which such notice is received.

g. Access to Information. Members shall be provided adequate and timely information concerning the organizational and financial affairs of the Cooperative. The books, accounts, and records of the Cooperative, including the minutes of all Board meetings, membership meetings, and committee meetings, shall, subject to the limitations under Pennsylvania law, be made available for inspection by any member of the Cooperative at reasonable hours and upon reasonable notice as established by the Board.  Such access to the books and records of the Cooperative shall be subject to reasonable conditions and limitations to protect the legitimate interests of the Cooperative.

h. Deposits.  All funds of the Cooperative shall be deposited to the credit of the Cooperative in such banks or financial institutions as the Board of Directors may select.

ARTICLE XI - DISSOLUTION

Upon dissolution of the Cooperative, its assets shall be distributed in the following manner and order:

a. by paying or making provision for payment of all liabilities and expenses of liquidation

b. by redeeming any preferred shares

c. by redeeming member shares, which, if they cannot be paid in full, shall be paid on a pro rata basis among all outstanding amounts

d. by distributing any remaining assets to shareholders as determined at a meeting of the Directors.

ARTICLE  XII - INTERPRETATION AND AMENDMENT

a. Amendment. These Bylaws may be amended or repealed by a two-thirds (2/3) vote of Shareholder Members present and voting at a meeting.

b. Severability.  In the event that any provision of these Bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these Bylaws.