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Our mission is to serve our membership and our community by making available reasonably priced, high quality, whole foods and other basic goods. Our buying polices incorporate good nutrition, respect for the environment and support of sustainable local agriculture and production. We support a workplace democracy that fosters opportunities for participation, empowerment and growth in an environment of mutual respect and cooperation. We will act as a socially responsible business operating in a manner that is fair and equitable to its members, staff and community.
Peggy Mauk
Open
Open
Gloria Winnick
Ektara Jarecki
Rebecca Galbreath
Iris Moore
Open
Open
Open
Sean Kelly |
President pro tem
Vice President
Treasurer
Secretary
Board Member
Board Member
Board Member
Board Member
Board Member
Store Manager
Acting Store Mgr\Buyer |
1. Corporate Name
The name of the Corporation shall be Yelm Cooperative with trade names of Yelm Co-Op and Yelm Food Co-Op. The Corporation is authorized to maintain such additional trade names as the Board of Directors or President shall deem appropriate.
2. Members
a. There shall be no Shareholders of the Corporation.
b. Those persons or entities that have paid annual dues for the current year or lifetime dues shall be known as Members.
c. The Annual Meeting of the Members shall be held in August of each year or at such date, time and place as the Directors shall determine. At the Annual Meeting, the Members shall elect Directors to serve until successors are elected.
d. Special Meetings of the Members may be called by a majority of the Members or Directors upon Notice to the Members as required by these By-Laws.
e. Each Member shall have one vote.
f. At any Meeting of the Members, 10% of the Members shall constitute a quorum. A quorum shall be required to pass any resolutions of the Members.
g. The vote of the majority of those present at any Meeting where a quorum is present is required to pass resolutions of the Members.
4. Directors
a. The affairs of the Corporation shall be managed by a board consisting of at least five and no more than nine Directors.
b. The initial Board of Directors shall adopt the By-Laws and seal of the Corporation, elect the initial Officers, and transact such other business as may be necessary to set up the Corporation.
c. The Annual Meeting of the Directors shall be held within two weeks following the Annual Meeting of the Members. At the Annual Meeting, the Directors shall elect the Officers to serve until successors are elected.
d. Special Meetings of the Directors may be called by a majority of the Members or by a majority of the Directors or the President upon notice to the Directors as provided in these By-Laws.
e. The Directors may establish times for regular meetings of the Directors.
e. Each Director shall have one vote.
f. At any Meeting of the Directors, a majority of the Directors shall constitute a quorum. The vote of the majority of those present at any Meeting where a quorum is present is required to pass resolutions of the Board of Directors.
g. The Directors may establish Committees composed of Members and/or Directors. A Committee shall have the same authority to act as the Board of Directors if (1) at least one Director serves on the Committee, and (2) the Board passes a Resolution that such Committee shall have the same authority as the Board of Directors in all matters relating to the purpose of the Committee.
h. The Directors shall serve for two years, except that the initial Directors may serve for one or three years so that the election of Directors is staggered to provide for election of some Directors in one year, and the remaining Directors in the following year.
i. The Directors shall serve at the pleasure of the Members and may be removed by a majority vote of the Members or Directors at any time with or without cause. If a Director misses two consecutive regular meetings of the Board without consent of the Board, the Director shall be automatically removed.
j. A Director may resign upon one month’s notice to the Board of Directors, except for hardship such as illness or relocation out of Thurston County.
k. Vacancies among the Board of Directors may be filled by a majority vote of the Board of Directors at any meeting where there is a quorum present.
5. Officers
a. The day-to-day operations of the Corporation shall be managed by the Officers, which shall consist of a President, one or more Vice Presidents, Secretary and Treasurer and such other Officers as the Directors designate from time to time. One person may hold more than one or all of these offices except the offices of President and Secretary.
b. The President shall be the chief executive officer of the Corporation and is duly authorized to bind the Corporation on contracts and transactions up to $5,000.00 without prior approval of the Directors.
c. The Vice President(s) shall fulfill the role of the President in the President’s absence, and shall perform such other duties as the President or Directors assign.
d. The Treasurer shall maintain the financial records of the Corporation and shall issue an Annual Report to the Members at the Annual Meeting of the Members. The Treasurer shall ensure that all tax returns are promptly filed with the state and federal taxing authorities.
e. The Secretary shall maintain the corporate records of the Corporation, ensure that Annual and Special Meeting notices are timely provided in accordance with these By-Laws, ensure Minutes or Consents of Annual and Special Meetings are filed in the corporate book, and ensure the Annual Report is filed with the Washington Secretary of State.
f. The Officers shall serve for two years, except that the initial Officers may serve for one or three years so that the election of Officers is staggered to provide for election of some Officers in one year, and the remaining Officers in the following year.
g. The Officers shall serve at the pleasure of the Directors and may be removed by a majority vote of the Directors at any time with or without cause.
h. An Officer may resign upon one month’s notice to the Board of Directors, except for hardship such as illness or relocation out of Thurston County.
i. Vacancies among the Officers shall be filled by a majority vote of the Board of Directors at any meeting where there is a quorum present.
6. Supporters
The Directors may establish, amend and revoke requirements for one or more classes of Supporters who are not Members, including without limitation: fees assessed, tax deductibility, classification name, and any benefits afforded to Supporters. Supporters of one class shall all be afforded the same benefits as those within the class with no preference given to an Affiliate in one class over another Affiliate of the same class.
7. Notices
a. Annual Meetings. Notice of Annual Meetings shall be provided at least thirty (30) days in advance of the Meeting. Notice of Annual Meetings may be made by email, fax, telephone or mail and shall state the date, time and place of the Meeting.
b. Special Meetings. Notice of Special Meetings of the Members shall be made on seven (7) days notice to the Members. Notice of Special Meetings of the Board of Directors shall be made on five (5) days to the Directors. Notice of Special Meetings may be made by email, fax, telephone or mail and shall state the date, time, place and purpose of the Meeting. Notice is deemed made when emailed, mailed, or faxed to the Members or Directors at their email or mailing address or fax number of record. Notice by email is only valid if the person receiving the notice has signed a written consent to receiving Notices by email. Notice by mail shall be considered received three days after mailing. If Notice is provided by telephone, the person providing the Notice shall sign a Declaration of Notice to include the date and time of the Meeting and the date and time when telephonic Notice was given and submit the original Declaration of Notice to the Secretary for filing in the corporate book.
c. Regular Meetings of the Board of Directors. No Notice is required to be given for Regular Meetings of the Directors and minutes of such meetings are not required.
d. Notice by Electronic Transmission. Notice by email or fax or other electronic transmission is only valid if the person receiving the Notice has signed a written consent to receiving Notices by electronic transmission. Notice is deemed made on the date the Notice is electronically transmitted to the Members or Directors at their email address, fax number or other electronic address of record.
e. Notice by Fax. Notice is deemed made on the date the Notice is faxed to the Members or Directors at their fax number of record.
f. Notice by Telephone or in Person. Notice is deemed made when Notice is provided to the Member or Directors by talking with the person by telephone or in person. If Notice is provided by telephone or in person, the person providing the Notice shall sign a Declaration of Notice to include the date and time when telephonic Notice was given and submit the original Declaration of Notice to the Secretary for filing in the corporate book.
g. Notice by Mail. Notice by mail is deemed made three days after mailing. If Notice is provided by telephone, the person providing the Notice shall sign a Declaration of Notice to include the date and time when telephonic Notice was given and submit the original Declaration of Notice to the Secretary for filing in the corporate book.
h. Waiver of Notice. Any Member or Director may waive Notice in writing. A Member or Director’s attendance at a meeting shall be considered a waiver of Notice without the necessity of a written Waiver.
8. Meetings
a. At any Annual Meeting, the Members and Directors may transact any business that is lawful and in conformity with these By-Laws.
b. At any Special Meeting of the Members or Directors, only the business purpose specified in the Notice shall be conducted unless all Members or Directors are present or consent in writing to the transaction of the other business.
c. Any Annual or Special Meeting of the Members or Directors may be held in person, by telephone conference call, internet conference, video conference or other means whereby all persons attending the Meeting can hear one another at the same time.
d. In lieu of attending any Meeting of the Members or Board of Directors, a majority of the Members and Directors may adopt resolutions and take any legal action by signing a Consent in Lieu of Meeting which sets forth the resolutions adopted and action to be taken.
e. No action or resolution of the Members or Board of Directors adopted at a meeting of the Members or Directions shall be valid unless (1) a quorum exists at such meeting, and (2) a majority of those entitled to vote adopt the action or resolution.
9. Corporate Books and Records
The President shall ensure that the Corporation maintains adequate books and records at the office of the Corporation and the same shall be available for inspection by any Member at any reasonable time upon reasonable notice. The Secretary shall make the corporate book of the Corporation available for inspection by any Member at any reasonable time upon reasonable notice.
10. Amendment of By-Laws
These By-Laws may only be amended by a vote of two thirds of the Directors or Members at any Special or Annual Meeting or by Consent in Lieu of Meeting. Notice of proposed changes to the By-Laws shall be provided in advance of any Special or Annual Meeting at which a vote will be taken to amend the By-Laws.
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