ARTICLE I: ORGANIZATION
1.1 Name of the Corporation. The name of the corporation is Topeka
Natural Food Co-op, Inc. (Corporation).
1.2 Mission. The mission of the Topeka Natural Food Co-op is to promote
community ownership of a grocery store that encourages personal,
community, and environmental health.
1.3 Co-operative Principles. The business of the Corporation shall be
carried on in accordance with the seven internationally recognized
Rochdale Co-operative principles:
(a) Open, voluntary membership;
1.4 Purpose of the Corporation. The Co-op is a member organization
which:
Sells food and other products or services that promote personal,
community, and environmental health and well being.
In furtherance of this purpose, the corporation may:
(a) Set up and operate facilities for the benefit of members for
production, purchase, warehousing, marketing, and distribution of goods and
services;
1.5 Business of the Corporation. In furtherance of these purposes, the
Corporation shall conduct business:
(a) to operate a retail grocery store;
1.6 Principal Office. Main office is 1195 SW Buchanan, Topeka, Shawnee
County, Kansas 66604.
ARTICLE II: MEMBERSHIP
2.1 Members. There shall be one class of members of this Corporation.
Except as otherwise provided in these Bylaws, the voting and other
rights, privileges, and interests of membership shall be equal.
2.2 Eligibility for Membership. Any natural person shall be eligible
for membership in the Corporation if he or she:
Is interested in purchasing the goods or utilizing the services of the
cooperative, subscribes to its purposes and bylaws;
Purchases a minimum of one equal redeemable share in the ownership of
the Corporation at a cost of $75.00 per share.
The Board may establish procedures for such cost to be paid over not
more than three years.
2.3 Non-discrimination Policy. No natural person shall be denied
membership on the basis of race, sex, national origin, religion, marital
status, age, handicap, economic status, political views, or sexual
preference.
2.4 Rights of Members. Each member of the Corporation shall be entitled
to one vote on each matter submitted to a vote at the meeting of the
members. Each member shall have an equal right to patronize the
Corporation under terms generally available to members.
2.5 Access to Information. Reasonably adequate and timely information
as to the organizational and financial affairs of the Corporation shall
be provided or made available to all members. Members shall be provided
access to the books and records of the Corporation for a proper purpose
and at a reasonable time, by appointment with the Manager, subject to
the approval of the Board of Directors in case of doubtful propriety.
2.6 Responsibilities of Members. Members shall abide by the {Alt:
Shareholder/Membership Agreement, the} Articles of Incorporation, these
Bylaws or any amendments thereto, and decisions and policies properly made
at membership or Board meetings. Members are expected to participate by
voting at meetings of members and to patronize the Corporation on at
least an occasional basis. Members who have had no written contact or
recorded transactions with the Corporation for five (5) years may have
their membership share(s) terminated for abandonment, according to
policies developed by the Board of Directors.
2.7 Carryover Members. Notwithstanding other provisions herein, any
person who was a member of the Topeka Food Co-op prior to the adoption of
these Bylaws shall have all rights and privileges of membership in the
Topeka Natural Foods Co-op, Inc. until December 31, 2004. After that
date, such membership shall expire unless the member complies with all
current membership requirements of the Corporation.
2.8 Termination of Membership. Any member may terminate his or her
membership in the Corporation at any time by giving written notice to the
Corporation. The Corporation may terminate the membership of any member
for failure to fulfill the responsibilities of membership as set forth
in these Bylaws. Notice shall be sent to the last known address of any
member whose membership the Corporation proposes to terminate. Shares
of all members whose memberships are terminated shall be redeemed
according to policies developed by the Board of Directors, in compliance with
the Articles of Incorporation and these Bylaws.
ARTICLE III: MEETINGS OF MEMBERS
3.1 Annual Meeting of Members. The annual meeting of the members of the
Corporation shall be held during the second quarter after the close of
the fiscal year of the Corporation. The Board of Directors shall
determine the time and place of the annual meeting. The purpose of the annual
meeting shall be for members to receive reports on operations and
finances, to review important policy changes or other matters that vitally
affect the Corporation, to elect or ratify the election of directors and
to conduct other business as may properly come before the meeting.
3.2 Special Meetings of Members. Special meetings of the members of the
Corporation may be called at any time by order of the Board of
Directors, or by a petition signed by not less one tenth of the voting members
of the Corporation, setting forth the general nature of the business to
be transacted at such meeting. Decisions on matters not included in the
notice of special meeting shall be of an advisory nature only.
3.3 Place and Time of Meetings of Members. Each meeting of members of
the Corporation shall be held at the place and time specified in the
notice thereof.
3.4 Record Date for Determining Membership. The Board of Directors
shall fix a record date for determining a list of members entitled to
notice and entitled to vote at any membership meeting. The record date shall
be not less than 10 days nor more than 60 days prior to the scheduled
meeting, and the record date shall not precede the adoption of the
resolution fixing the record date.
3.5 Notice of Meetings of Members. Written notice of each meeting of
the members of the Corporation shall be given not less than ten or more
than forty-five days before the day on which such meeting is to be held,
by posting a copy of the notice in a conspicuous place at the principal
office of the Corporation, or by serving a copy personally or by mail
upon each member. The notice shall state the place, day, hour, and
agenda of the meeting, and in the case of a special meeting, it shall also
state the general nature of the business to be transacted and by whose
request the meeting was called.
3.6 Quorum. The number of members present, in person or by proxy,
following proper notice shall constitute a quorum, except in no event shall
a quorum consist of less than one-third of all the members entitled to
vote.
3.7 Proxy Voting. Members are encouraged to be present and vote at all
meetings of members. In the event that a member is unable to be present
at a meeting of the members, she or he may be present and vote by
proxy. Authorization to vote by proxy must be given on a form approved by
the Board of Directors. The member wishing to vote by proxy shall
designate a member of the Corporation to vote the proxy. Proxies must be
voted in strict accordance with the instructions of the member giving the
proxy.
3.8 Voting and Decision Making. Each member shall be entitled to cast
one vote on all matters that come before any meeting of the members. All
matters shall be decided by consensus if possible. In the event no
consensus can be achieved, decisions shall be made by affirmative vote of a
majority of the members of the Corporation present and voting at the
meeting, except for those matters which expressly require other than
majority approval. Article 4.5 of these Bylaws governs election of
directors. Amending the Articles of Incorporation, a merger, or the
disposition of substantially all of the assets of the corporation shall require a 2/3 majority of the members present and voting, where a quorum is
present.
ARTICLE IV: BOARD OF DIRECTORS
4.1 Powers and Duties. Except as to matters reserved to membership by
law or by these Bylaws, the business, affairs and property of the
Corporation shall be directed and controlled in the interests of members by a
Board of Directors (sometimes referred to in these Bylaws as the
Board). The powers and duties of the Board shall include, but not be limited
to, engaging a manager and monitoring and evaluating his or her
performance, overseeing the operations of the Corporation, establishing
operating procedures, budgets and fiscal controls, securing good conditions
of employment, and assuring that the purposes, mission and principles of
the Corporation are properly carried out.
4.2 Number of Directors. The Board of Directors shall consist of five
directors who shall be members of the Corporation. In addition, the
Manager may designate up to two store employees, subject to the approval of
the Board of Directors, to serve as ex-officio non-voting directors.
4.3 Nomination. The Board of Directors shall appoint a nominating
committee at their January monthly meeting to seek candidates for the
positions of Directors. The Directors will suggest skills and qualifications
for Directors, which will be distributed to Co-op members. The
nominating committee will present a ballot of candidates for the Director
positions at the annual meeting. Nominations for positions on the Board
will also be accepted from the floor.
4.4 Terms. Directors shall be elected to serve for terms of two years
or until election of their successors. The terms of directors shall be
staggered so that at least two of the directors are elected each year.
4.5 Elections. Each member of the Corporation shall be entitled to cast
votes for as many candidates as there are positions to be elected to
the Board of Directors. Those candidates receiving the highest numbers of
votes shall be deemed as elected, whether by majority or plurality of
the votes cast. The Board of Directors shall determine the method of
election.
4.6 Termination. The term of office of a director may be terminated
prior to its expiration in the following ways:
(a) Resignation. Any director may resign at any time by delivering a
written resignation to the President of the Board. The acceptance of any
such resignation, unless required by the terms thereof, shall not be
necessary to make the same effective. Termination of membership in the
Corporation shall be deemed as resignation from the Board of Directors.
4.7 Vacancies. Whenever a vacancy shall occur for any reason, the
vacancy may be filled by a vote of the majority of the remaining directors
or by a special election of the members, and each such director so
appointed shall hold office for the remainder of the term of the
directorship so vacated.
4.8 Compensation of Directors. Directors of the Corporation shall serve
as such without salary, but the Board of Directors may authorize the
payment by the Corporation of the reasonable expenses incurred by the
directors in the performance of their duties and of reasonable
compensation for special services rendered by any director.
4.9 Loans to Directors. The Corporation shall make no loan to its
directors or officers.
ARTICLE V: MEETINGS OF THE BOARD OF DIRECTORS
5.1 Annual Meeting. At their first monthly meeting following the
annual meeting, the Directors elect from the Board the principal officers
of the Co-op: a President, a Vice President, a Secretary, and a
Treasurer. The Board may act to change or replace an officer whenever, in its
judgment, the best interests of the Co-op will be served. If any
vacancy occurs among the principal officers of the Co-op, the Directors will
fill it.
5.2 Regular and Special Meetings. Regular meetings of the Board of
Directors shall be held at least quarterly. Special meetings shall be held
at any time when called by order of the President of the Board or a
majority of the directors.
5.3 Notice of Meetings. Notice of each meeting of the Board of
Directors shall be given to each director not less than two days before the
date on which the meeting is held. The notice shall state the general
nature of the business to be transacted, and the day, time, and place of
such meeting. Notice of any meeting of the Board of Directors need not be
given to any director who shall waive such notice in writing, whether
before or after such meeting, or if she or he shall be present at the
meeting.
5.4 Open Meetings. All meetings of the Board of Directors shall be open
to the attendance of any member of the Corporation. The Board of
Directors may meet privately in executive session only for the purposes of
discussing or acting upon personnel or legal matters.
5.5 Quorum. The presence at any meeting of the Board of Directors in
person of a majority of the number of directors thereof shall be
necessary and sufficient to constitute a quorum.
(b) One member, one vote;
(c) Limited return on investment;
(d) Distribution of surplus to members;
(e) Continuing education;
Mutual aid and Co-operation among Co-operatives;
Concern for community.
Provides information on Cooperative principles, health, nutrition and
ecology.
Gives every member the opportunity to participation in the co-op's
operation and decision making.
Encourages respect for every individual and Co-operation among all.
(b) Create a mechanism for education and communication;
(c) Actively encourage and support local food production and food
distribution that is environmentally sound and embodies the Co-operative
spirit;
(d) Actively further the goals of the Mission Statement of the
Corporation.
(b) to perform any other activity which is necessary or convenient to
further any of its purposes.
The Corporation may have such offices within the state of Kansas as the
Board of Directors may determine from time to time.
(b) Removal. Any director may be removed at any time by the
affirmative vote of a majority of the members of the Corporation present at a
meeting of the members, the notice of which shall have specified the
proposed removal. The Director shall be given an opportunity to speak at
the meeting before the removal vote is taken. This section may be
amended or repealed only by a vote of the majority of all members of the
Corporation at a meeting of the members.