By-Laws

By-Laws of New Leaf Market Cooperative

Article I. Name

The name of this cooperative is New Leaf Market Cooperative

Article II. Purpose

New Leaf Market is a full-service, member-owned cooperative grocery store featuring local, healthy and fair-priced food for the community.

Article III. Membership

Section 1. Anyone may become a member of the cooperative by submitting a completed application and paying either a full membership share or an annual membership fee.  Membership begins with first (1st) payment.  The Co-op shall not discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, political affiliation, or other arbitrary basis.
Section 2. Members must be 18 years of age or older and a legal resident of the State of Wisconsin.
Section 3. Memberships are not transferable or divisible.
Section 4. Members are required to notify the cooperative of changes in address and or name.
Section 5. Membership may be revoked by decision of the Board of Directors, with right of appeal to the membership.

Article IV. Meetings of Members

Section 1. Annual Membership Meeting. 
There shall be a membership meeting annually, with the Board of Directors determining the date, time, and location.

Section 2. Special Meetings. 
A special meeting of the cooperative may be called by the President, the Board of Directors, or upon written request of twenty (20) percent of the members.

Section 3. Notification of Meetings. 
Meetings must be announced to the membership at least 30 days in advance, along with the reason for the meeting.  Notice of meetings must be posted in the cooperative and on the cooperative’s website.  Membership will also be notified by email or post, as indicated by their preferred form of communication on the membership application form.

Section 4. Voting
a. There shall be one vote per membership share.  Unless otherwise required by state statute or these by-laws, decisions at membership meetings shall be made by majority vote of those members present at a meeting, if a quorum of members is present.

b. Any action of the officers or Board of Directors may be reviewed and amended or reversed by a 2/3 majority vote of a quorum at any Annual or Special Membership Meeting, provided it is published on the agenda appropriately.

Section 5. Quorum. 
A quorum shall consist of ten (10) percent of the first 100 members plus five (5) percent of additional members.  Membership meetings shall not decide anything pertaining to a legal or financial matter that is not on the published agenda.

Section 6. Amendments to the Articles and By-Laws.
a. Articles and by-laws may be adopted, amended or repealed by a 2/3 majority vote of a quorum of the Board of Directors.

b. Any article or by-law adopted, amended or repealed by the Board of Directors may be altered or revoked by the membership by a 2/3 majority vote of a quorum at any Annual or Special Membership meeting.

c. Articles and by-laws may be adopted, amended or repealed by a 2/3 majority vote of a quorum at any Annual or Special Membership Meeting.

d. Proposed amendments must be published on the website and posted in the Cooperative for 30 days prior to the meeting.  Such notice must include the exact language of the proposed change and a brief justification for the proposed change.

Section 7. Order of Business
 Determination of quorum.
 Proof of due notice of meeting.
 Approval of minutes.
 Annual reports of officers and committees.
 Unfinished business.
 New business.
 Election of Directors
 Adjournment.

Article V. Directors and Officers

Section 1. Number and Qualifications of Directors
a. There shall be nine directors. Terms of directors shall be so staggered that one-third of the terms, or as nearly so as may be practicable, shall expire in each year. Directors shall be elected for terms of three years. To facilitate staggering of terms, some directors may periodically be elected for one or two year terms. Directors shall hold office until their successors are elected or until their terms are terminated sooner in accordance with these bylaws. Directors shall not be limited in the number of terms they may serve.

 b. All Directors shall be members of the cooperative.

c. Any individual who is a member may be elected Director.

d. The General Manager may not be elected or appointed to the Board of Directors.

e. No more than two (2) employees of the cooperative may serve as Directors at any given time.

Section 2. Election of Directors
a. The Board of Directors may establish a nominating committee to solicit and review applications for nomination to the Board, and to present a slate of nominees to the member-owners for consideration. A candidate’s name may be also be added to the ballot by petition of five member-owners, not including the candidate. Nomination papers must be received by the board at least 30 days before the annual meeting.

b. Elections of persons to the Board of Directors shall take place by signed ballot during the Annual membership meeting. Voting will take place at the site of this annual meeting and continue until every member-owner present at said meeting has had the opportunity to vote. Member-owners not present at the Annual meeting or who choose not to vote at that time can vote by signed mailed ballot, postmarked no later than five days before the date of the Annual meeting.

Section 3. Election of Officers
a. The officers of the cooperative are President, Vice-President, Secretary and Treasurer.

b. The President, Vice-President, Secretary and Treasurer shall be elected from the Board of Directors and by the Board of Directors.

c. The officers shall be elected for a term of one year, to begin when the voting period for the Board of Directors has concluded.

Section 4. Vacancies.
Upon the vacancy of a Director position, the Board of Directors may elect an interim Director until the next Annual Membership Meeting.

Section 5. Board Meetings
a. The Board of Directors shall meet monthly, a minimum of ten (10) times per year.  These meetings shall be held at a regular, established time and an agenda will be made available at least two (2) days prior to the meeting.  Any member may attend a meeting of the Board of Directors.  Any member wishing to address the Board of Directors shall arrange time on the agenda.  The Board may include a closed session in the agenda for any given meeting.  Any person, other than the Board members, may be asked to leave at the time of the closed session.  Any binding decision made during a closed session must be made public, with the possible exception of certain personnel issues.

b. Five or more Board members must be present to constitute a quorum.  Only Board members present are eligible to vote on matters before the Board. They may be present by conference call or conference video.

Article VI. Duties of Directors

Section 1. The Board of Directors shall make policy decisions, oversee long-range planning, approve the budget, work on committees, evaluate, hire, and fire the General Manager, and carry out the mandates of the membership.

Section 2. The Board of Directors shall provide oversight related to the preparation and monitoring of an annual budget.  A consolidated version of the budget as approved by the Board shall be published and distributed annually to the Owners.

Section 3. The Board shall ensure that a financial audit is conducted annually by a certified public accountant.

Section 4. Directors shall disclose their actual or potential conflicts of interest in any matter under consideration by the Board, and unless requested otherwise by majority vote of the other Board members, shall absent themselves from deliberation or decision on the matter.

Section 5. Indemnification
a. Indemnification.  This cooperative shall indemnify each person who is or was a director, officer, manager, employee or agent of this cooperative, and any person serving at the request of this cooperative as a director, officer, manager, employee against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred, to the fullest extent to which such directors, officers, employees or agents of a cooperative may be indemnified under Wisconsin law.

b. Insurance.  This cooperative may purchase and maintain insurance on behalf of any person who is or was a director, officer, manager, employee, or agent of this cooperative, or is or was serving at the request of this cooperative as a director, officer, manager, employee against liability asserted against that person and incurred by that person in any such capacity.

Article VII. Duties of Officers and Manager

Section 1. President.
The President shall preside at all meetings of the members and the Board of Directors.  The President shall have such authority to execute all certificates, contracts, and other documents on behalf of this cooperative as may be delegated to the President by the Board of Directors.

Section 2. Vice-President.
In absence or disability of the President, the Vice-President shall perform the duties of the President.  The Vice-President shall have such other duties as may be assigned to him or her by the President or the Board of Directors.

Section 3. Secretary.
The Secretary shall keep complete minutes of each meeting of the members and the Board of Directors, and shall sign with the President, or the Vice-President if standing in his or her place, all notes, deeds and other conveyances of real estate, and when two signatures are required on a Contract, also such Contracts, and affix the corporate seal, if any, to all documents requiring the corporate seal.  The Secretary shall keep a record of all business of this cooperative and shall prepare and submit to the annual meeting of the members a report of the previous fiscal year’s business.  The annual report shall contain a statement of assets and liabilities, a statement of income and expenses, and such other statements and statistical memoranda as the Board of Directors shall require.  The Secretary shall give all notices as required by law.  The Secretary shall perform such other duties as may be required by the Board of Directors.  The Board of Directors may delegate or authorize the Secretary to delegate, to any other officer or employee of this cooperative, under the supervision of the Secretary, any or all of the duties enumerated in this section.

Section 4. Treasurer.
The Treasurer shall oversee the receipt and disbursement of all funds of this cooperative, ensure that complete records of all financial transactions of the cooperative are kept, and perform such other duties as may be required by the Board of Directors.  The Board of Directors may delegate, or authorize the Treasurer to delegate, to any other officer or employee of this cooperative, under the supervision of the Treasurer, any or all of the duties enumerated in this section.

Section 5. General Manager.
The Board of Directors shall employ and supervise a General Manager of this cooperative.  The General Manager shall have general charge of the ordinary and usual business operations of this cooperative subject to the direction and approval of the Board of Directors.  The General Manager shall properly maintain all business records and accounts of this cooperative.  He or she shall provide annual and periodic reports in a form and manner prescribed by the Board of Directors.  The General Manager shall employ and discharge employees subject to direction and guidelines approved by the Board.  The General Manager shall handle and account for all monies belonging to this cooperative which come into his or her possession in the manner and form prescribed by the Board of Directors.

Article VIII. Committees of the Board

The Board of Directors may establish an executive committee and shall, as it deems necessary, appoint standing committees and ad hoc committees. All such committees must be approved by the Board of Directors.

Article IX Stock Certificates

Section 1.
This cooperative is formed with capital stock.

Section 2. Classes
a. Class A stock shall be the membership stock of the cooperative.  Each member shall hold only one share of Class A stock and eligible voters shall be entitled to one vote.  No dividends shall be paid on Class A stock.  Class A stock is not transferable and shall only be traded on the books of the cooperative.  Class A stockholders may request the cooperative’s Board of Directors to redeem their stock at anytime.  Such request shall be in writing to the Board of Directors.  Any redemption requires approval of the cooperative’s Board of Directors.  Redemption proceeds shall be limited to the par value or book value, whichever is less, minus a processing fee, if any, as determined by the board.  No redemption shall be made when, in the opinion of the Board, such payments would impair the solvency of the cooperative.

b. Class B preferred stock is without voting rights, except as provided in Wisconsin Statutes sections 185.52, 185.61, and 185.63.  Class B stock maybe issued for cash or in payment of patronage refunds to any member.  No dividends shall be paid on Class B stock.  Class B stock is not transferable and shall only be traded on the books of the cooperative.  Class B stockholders may request the cooperative’s Board of Directors to redeem their stock at anytime.  Such request shall be made in writing to the Board of Directors.  Any redemption request requires approval of the cooperative’s Board of Directors.  Redemption proceeds shall be limited to the par value or book value, whichever is less, minus reasonable processing fee, if any, as determined by the board.  No redemption shall be made when, in the opinion of the Board, such payments would impair the solvency of the cooperative.

Article X. Class A Membership Share

Section 1.  With a full membership share of $180.00 no additional payments are necessary until and unless the member-owners authorize an increase in the membership fee. A membership payment plan will become available upon request after the stores opens.  An annual membership fee of $45 (this includes a processing fee) is available for select populations.  Five years worth of annual payments will equate to the full membership share.  Membership rights under the payment plan or annual fee begin upon receipt of the initial payment.

Section 2.  Selected Populations are defined as currently-enrolled students and Food Share (Quest) recipients.

Article XI. Operation at Cost and Patron Capital

Section 1. Annual Budgetary Evaluations.
The Board of Directors shall, in accordance with Chapter 185 of the Wisconsin Statutes, evaluate annually during the first quarter of the fiscal year the financial status of the cooperative and shall determine if a patronage refund is feasible.

Section 2. Patronage Refund Procedure.
Such procedure shall be determined by the Board of Directors at the time of the evaluation.

Section 3.
Net Proceeds as defined in Chapter 185 shall be considered income to the cooperative 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 refund.

Article XII. Dissolution

Upon the liquidation or dissolution of this cooperative, any sum remaining after payment of all debts shall be distributed to the member owners of the cooperative proportionally up to the face value as the books and ledger show recorded.  All remaining corporate assets shall be distributed to one or more non-profit corporations.

Article XIII. Fiscal Year

The cooperative fiscal year shall be from January 1 to December 31.

We, the undersigned, being all of the incorporators and members of the New Leaf Market Cooperative, do hereby assent to the foregoing by-laws and do adopt the same as the by-laws of said cooperative; and in witness whereof, we have hereunto subscribed our names, this 21th day of September, 2010.

Carol Karls
Karen Kohlbeck
Fred Depies
Crystal Osman
Karen Early
Lynn Walter

Amended May 1, 2012.

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