|
BY-LAWS
ARTICLE 1 Name and Purpose
Click Here if you wish
to be considered for
a position on the Board
or Nominating Committee.
1.1 IDENTIFICATION. This Corporation, Hyde Park Cooperative
Society, Inc. shall be referred to herein as the Society.
1.2 PURPOSE. The purposes and powers of the Society shall be those authorized by the District of Columbia cooperative Association Act. Without limiting the generality of the foregoing purposes and powers, the object of the Society shall be to promote the economic and social welfare of its members by:
a) utilizing their united funds and united efforts for the distribution and production of commodities for use instead of for profit;
b) performing services in the interest of the members in the most economical way;
c) basing all operations on the Rochdale cooperative principles and methods;
d) promoting the participation of all members in the continuous development by research and experimental trial, of the science of applied cooperation;
e) associating itself with other Rochdale consumer cooperative societies in this area, within the United States and throughout the world for the purposes of mutual advancement of the science of cooperation and for the ownership and control of the means of production and distribution by the people organized as consumers;
f) doing such other things as shall serve the social, economic and cultural welfare of its members and the public.
ARTICLE 2. Membership
2.1 ELIGIBILITY. Any person, household, non-profit organization, or cooperative group whose activities are not contrary to the interests of the Society may, on approval of his, her or its application by the board of directors, be accepted into membership on terms established by the board of directors. This Society shall not discriminate on social or political grounds, or on the basis of race, creed, age, sex, handicap, sexual preference, or marital status. The members of the Society shall consist of all present members and all eligible persons or groups hereafter admitted as members.
2.2 APPLICATION AND INVESTMENT REQUIREMENT. An applicant for membership shall complete an application in writing and purchase at least the minimum amount of common stock as designated by the board of directors.
2.3 APPROVAL. The secretary, or a designated staff member, shall present new members' applications to the board of directors for approval. An applicant or member shall pay for the share or shares of stock in cash. Once approved, all members become shareholders of the Hyde Park Cooperative Society and shall be issued a stock certificate bearing the member¹s name, the imprint of the corporate seal, and the number of shares represented.
2.4 MEMBERSHIP RECORDS. The secretary shall ensure that a complete list of the names and addresses of all members is kept. Each member shall notify the Society as soon as possible of any change of address. Until the secretary receives such notice from the member, the Society may treat the name and address appearing on the Society's list as correct for purposes of giving notices and for all other purposes.
2.5 MEMBERSHIP RIGHTS. Each member shall be entitled to only one vote at any meeting of the members. When two or more shares of stock are held jointly by two adult persons, each joint holder shall be deemed a member and shall have one vote. In no case shall a membership entitle its holders to more than two votes. Organizational memberships shall be allowed only one vote.
2.6 TERMINATION AND STOCK REPURCHASE. Membership may be terminated in any of the following ways:
1) voluntarily by a member upon notice to the association; 2) automatically if a member shall die, cease to exist, move from the region served by the Society or if a member has failed to patronize or contact the Society for a period of three years; or 3) for cause, including willful violation of the bylaws or other conduct deemed injurious to the Society by the board of directors. For such involuntary terminations of membership, members shall be provided at least ten (10) days notice of a meeting to consider such a termination and shall be afforded an opportunity to be heard and present evidence. When a membership is terminated voluntarily or for cause, the Society shall purchase the shares held by the member, less any indebtedness due to the Society. Regardless of the reasons for termination, repurchase of the Society¹s shares by the Society shall occur when the Society has received replacement capital from new or continuing members. All such repurchases of the Society¹s shares from terminated members shall be subject to the approval of the board of directors.
2.7 ESCHEATMENT. When a member has failed to patronize the Society for a period of three (3) years, theSociety shall mail a notice to the former member at his or her last known address. By six (6) months after the mailing of such notice, if the former member has failed to make a request in writing or in person for continuation of the membership or for termination of the membership and withdrawal, the stock shall escheat to and become the property of the Society.
2.8 TRANSFER OF MEMBERSHIPS. A member may request a transfer of his or her shares only in the manner provided in Section 26 of the District of Columbia cooperative Association Act. Such transfers shall be made only to parents, children or heirs, or to a successor in occupancy of the member's home, provided that the proposed transferee meets the eligibility requirements of Article 2, Section 1. Such transfer shall become effective on payment by the proposed transferee of an application fee and upon approval by the Society's board of directors.
ARTICLE 3. Meetings and Elections
3.1 MEMBERSHIP AUTHORITY AND MEETINGS. The supreme power of the Society is vested in the members, in regular or special meetings or in duly called elections. All meetings of the members shall be held at such dates, times and in such places in Chicago as the board of directors shall set.
3.2 ANNUAL MEETING AND ELECTION OF DIRECTORS. The annual meeting of the members shall be held in the fall between September 30 and November 30 of each year, on a day selected by the board of directors to maximize member attendance and set at least sixty days before the meeting. The election of the board of directors and nominating committee shall take place between April 1 and May 31 (inclusive) in each year.
3.3 SPECIAL MEETINGS. The board of directors may call special meetings of the members at any time it deems necessary, and shall call a special meeting at the request in writing of a number of members of the Society equal to or greater than ten percent (10%) of the membership.
3.4 NOTICE OF MEETING. Written notice of a regular or special meeting of the members shall be provided to all members and shall state the time, place, and purpose of the meeting. At a regular or special meeting the members may only transact business specified in the notice. Notice shall be provided by mail at least thirty days in advance of the meeting to all members at his or her last known address. The meeting notice shall contain such matters as the bylaws and the board of directors prescribe, as well as a listing of any written resolutions to be presented for member voting at the meeting. If a mail vote has been authorized by board resolution, the meeting notice shall include the date by which ballots must be received.
3.5 QUORUM. At any regular or special meeting of the members, a quorum necessary for the transaction of business shall be at least 5% of all active members or 100 members, whichever is less. Only members in actual attendance at the meeting shall count towards a quorum, except for matters submitted to the membership by mail. In that case, mail ballots cast shall be counted towards fulfillment of the quorum requirement as to any such matters submitted by mail. In the absence of a quorum, the members present shall have the power to adjourn the meeting from time to time, without notice other than announcement of the meeting, until a quorum shall be present. Any business may be transacted which might have been transacted at the meeting originally called.
3.6 VOTING. Voting at all regular or special meetings shall be limited to only those matters included in the meeting notice. Voting shall be conducted by a show of hands, or upon a vote of one-fourth of the members present, by secret ballot. When a matter to be considered at an annual meeting has been submitted for a mail vote before the meeting, all ballots received within the number of days specified on the meeting notice shall be counted together with ballots cast at the meeting. At the request of one-fourth of the members present at a meeting, voting may be conducted by written mail ballot after the meeting. Such written ballots must be sent to all members no later than the Directors election held in the following Spring. Voting to elect directors, except to fill a vacancy, must be by written ballots, as authorized by the board of directors and shall allow no less than twenty-one (21) and no more than forty-five (45) days for balloting. There shall be no proxy voting on any matter.
3.7 MEMBER DATE OF RECORD. All members who have applied for membership in the Society at least forty-five (45) days before a meeting shall be eligible to vote by ballot or at a meeting and shall receive a notice of the meeting or balloting materials.
3.8 DIRECTOR ELECTIONS. The nominating committee shall conduct the election in the manner described below and according to the procedures outlined in approved board policy. In general, the committee shall attempt to obtain nominees who will actively perform the duty of the offices for which they are candidates and who will act in the best interest of the Society and its members as a whole. The committee shall promote as much discussion of the election and the candidates as possible, consistent with the welfare of the Society. The nominating committee shall ensure that the Society¹s members are presented with a contested election (more candidates than vacancies), that the nomination process is one that works to ensure well-qualified candidates and allows individuals to be nominated by a petition of members if they are not nominated by the committee, and shall oversee the elections to ensure a fair, democratic process including all of the Society¹s members. The elected candidates shall be those receiving the highest number of votes provided that the total number of ballots exceeds a quorum for a meeting of the members. Each voter shall be entitled to vote for as many candidates as there are vacancies to be filled.
ARTICLE 4. Directors and Committees
4.1 NUMBER OF DIRECTORS AND ELIGIBILITY. The board of directors shall consist of nine directors, each of whom shall be a member. Only one member from any household shall be eligible to serve as a director. No director shall be an employee of the Society. A member who is concerned in or participates in the profits of any contract with the Society or who engages in any practice injurious to the Society shall be ineligible to become a director. If a director becomes involved in any interests in competition with the Society, that director shall resign immediately.
4.2 TERMS. Directors shall serve a term of three years. Directors¹ terms shall be staggered, so that three expire each year on a rotating basis. Each director shall hold office until a successor is elected or until removed. No director who has served two complete consecutive terms or six continuous years shall be re-elected until at least one year elapses between the expiration of that director¹s last term and the beginning of such a new term. No director shall be elected for a term which, if served until its expiration, would (when added to previous service as a director) total more than six continuous years as director.
4.3 ALTERNATES. Of the candidates not elected to the board in each election, the two receiving the highest number of votes shall serve as alternates. When a director is absent from a meeting, the first alternate (the alternative who received the highest number of votes), if present, shall serve in that director¹s place during his or her absence. If the first alternate is absent or is already serving in the place of another absent director, the second alternate shall serve in the place of the absent director during that director¹s absence. Alternates shall serve for one year and shall be subject to the same meeting attendance requirements as directors.
4.4 VACANCIES. When a vacancy occurs on the board of directors or the nominating committee, the remaining directors shall by a two-thirds majority elect a successor director or committee member to hold office until the expiration of that official¹s term and until a successor has been elected and qualified.
4.5 DUTIES AND RESPONSIBILITIES OF DIRECTORS. The board of directors shall direct and be responsible for all business carried on by or for the Society. The board of directors shall in all of its actions be under the control and direction of any general or any special meeting of the members. The board of directors shall cause an audit or review by a public accountant to be made of the Society¹s books at the end of each fiscal year and shall make sure that a general and financial report be prepared and presented to members at each annual meeting. The board shall require sufficient surety bonds from every employee having custody of money and it may require a surety bond from every employee having custody of the property of the Society. The board of directors acts on behalf of the Society and is responsible to it for the loyal performance of its duties. In general, the board shall be responsible for engaging a qualified and experienced manager to oversee its operations, to provide sufficient facilities to conduct the Society's business to insure that the business is conducted in accordance with the rules of the Society and that equal justice is given to members and to employees, and to foster a spirit of enthusiasm for cooperative effort both in the staff and the members and to identify itself with every good feature of cooperative endeavor.
4.6 DIRECTORS' MEETINGS AND QUORUM. The directors shall meet as needed to sufficiently direct and remain informed about the affairs of the Society. Regular meetings of the board of directors shall be held at such time and place as the board of directors shall determine. No notice shall be required for regularly scheduled meetings, but directors shall receive from the secretary two (2) days notice of the time and place of special meetings. A majority of the directors shall constitute a quorum. Any two directors may call a special meeting of the board of directors by giving written notice to the secretary who shall give two days notice to the directors specifying the agenda of the meeting. No other business shall be transacted at such special meetings except by unanimous written consent of all the directors.
4.7 REMOVAL. Any director of the Society may be removed from office by a vote of the members at any annual or special meeting of the members. Such removal from office by member vote may be for cause only. The board of directors shall suspend any director who is subject to removal pending the submission of a vote for removal to a meeting of the members. The suspended director shall receive at least ten (10) days notice of such meeting of the members, and such meeting shall have the power to remove or reinstate the director. Directors suspended by the board of directors shall automatically be reinstated if no member meeting is called within 60 days. Failure of a director either to attend two consecutive board meetings or one-fourth of the board meetings during a year, except for good cause as determined by a majority vote of the remainder of the board of directors, shall result in automatic removal from office.
4.8 NOMINATING COMMITTEE. The nominating committee shall consist of a total of seven members, five of whom shall hold office for one year and two of whom shall hold office for two years or until their successors have been duly elected and qualified. At each election, five (5) members shall be elected for one year terms and one for a two year term with the nominee receiving the most votes elected for two years. In case of a tie vote, the tie shall be resolved by vote of the rest of the elected and acting members of the nominating committee before any other business is transacted by the nominating committee. A majority of committee members shall constitute a quorum. The committee shall meet within thirty (30) days after an election and organize to perform the duties set forth in these bylaws and board policies.
4.9 BOARD COMMITTEES. The board may establish such committees as it shall deem fit, using procedures established by the board. The board and its committees shall encourage membership participation and input in the work of the committees as much as possible.
4.10 MEMBER REVIEW AND DIRECTIVES. Any action taken by the directors shall be referred to the members for approval or disapproval upon a vote of a majority of all directors or a petition for referendum signed by a number of members of the Society equal to or greater than ten percent (10%) of the members and filed with the secretary within thirty (30) days of any such action. A referendum shall not impair the rights of third parties which have vested between the time of such action and the referendum.
4.11 LIMITATIONS TO EXECUTIVE SERVICE. No member of the board of directors shall be eligible for temporary or permanent executive or managerial employment by the Society while a member of the board of directors, or for one year after termination as a member of the board of directors. In any case where a relative or business associate of a board member is under consideration for temporary or permanent executive or managerial employment or for a contract for professional services, the affected board member shall abstain from discussion, deliberation, or vote thereon.
ARTICLE 5 Officers
5.1 OFFICERS AND TERMS. The officers of the Society shall be a president, vice-president, secretary, and treasurer, who shall be elected from among the members of the board of directors. The board of directors shall elect the officers by majority vote annually at its first meeting after the spring election. Officers shall hold office for one year or until their successors have been elected. A director holding the office of president, vice-president, secretary or treasurer who ceases to be a member of the board of directors shall also cease to hold such office. The board of directors may appoint as needed additional officers who need not be directors.
5.2 PRESIDENT AND VICE-PRESIDENT. The duties of the president shall be those usual and incident to the office of president or chair of the board of directors. In the absence or disability of the president, the vice-president shall perform the functions of the office of the president.
5.3 SECRETARY. The secretary shall ensure that a complete and thorough record of all board and member meetings is kept. The secretary shall also give or cause to be given notice of all meetings of the members and of the board of directors when required to do so; ensure that the seal and records are kept in safe custody and, as needed, affix the seal to any instrument requiring it; certify, by signature, the actions of the board of directors, and ensure that full and complete records of the membership are kept. Finally, the secretary shall perform such other duties as may be prescribed by the board of directors, and the board may delegate the powers of the secretary to another director in the absence or inability of the secretary.
5.4 TREASURER. The treasurer shall advise the board of directors concerning the financial condition of the Society and related financial matters. On behalf of the board of directors, the treasurer shall ensure that the Society¹s books are kept according to generally accepted accounting practices, shall chair the board¹s Finance Committee, shall be the liaison officer on financial matters between the board of directors and the management; and shall render an annual financial report to the members.
5.5 VACANCY. If any officer position becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the directors then in office shall choose a successor or successors who shall hold office for any unexpired term.
ARTICLE 6. Member Capital
6.1 CLASSES AND ISSUE. In order to further the cooperative character of the Society and provide a means whereby its current and active members will finance its operations, the Society is authorized to issue membership stock, equity reserves or capital interest certificates, or any other media as determined by the board of directors and as permitted by the law under which this association is organized. Funds and credits arising from the issue of such shares, certificates or other media may be used for creating a revolving fund for the purpose of building up an amount of working capital to meet the association¹s financing needs. Common shares required for purchase by all Society members shall be issued in $10 units and all members shall be required to purchase a fixed number of shares, as set by the board of directors.
6.2 EVIDENCE OF MEMBERSHIP. Share or stock certificates shall be issued as evidence of ownership of shares when the initial required share is fully paid for and the membership application has been approved. Shares issued as patronage refunds shall be evidenced by certificates as well. Certificates evidencing shares shall contain the name of the person, household, non-profit, and cooperative group that owns the shares, the membership number assigned to that member, and shall bear the signature of the Society's manager.
6.3 REFUND OR REPURCHASE BY THE SOCIETY. The Society shall repurchase all shares of stock of terminating members, whether for cause or for voluntary or involuntary reasons, on the condition that the association has received replacement capital from new or continuing members. All such repurchases of the Society¹s shares from terminated members shall be subject to the approval of the board of directors. Repurchase of shares by the association is subject to offset by any indebtedness owing the association by the member.
6.4 DIVIDENDS ON SHARE CAPITAL. A dividend of not more than six percent (6%) may be paid on common share capital. The total dividend distribution for any single period shall not exceed fifty percent (50%) of the net savings for that period.
6.5 DEFINITIONS OF MEMBERSHIP TYPES. A fully-paid member is one who owns the minimum number of shares as fixed by the board of directors. A subscribing member is one who has been accepted into the Society's membership but who does not yet own the minimum number of shares as fixed by the board of directors.
6.6 Order of payment upon dissolution or liquidation. Upon dissolution or liquidation of the association the debts and liabilities of the association shall first be paid according to their respective priorities. Member shareholders or other holders of equity or capital reserve credits or other media issued by the board of directors shall then be paid the par value of their shares or credits. Any additional property remaining after stockholders and other equity holders have been paid shall be distributed as determined by the Society¹s remaining members.
ARTICLE 7. Allocation of Net Savings
7.1 ANNUAL NET SAVINGS:
a) Gross receipts. All sums received (1) for supplies, commodities, equipment and other property procured for patrons; (2) for service performed for patrons; (3) as patronage savings returns from other cooperative associations; and (4) from any other source, shall be deemed to be gross receipts and shall be received and held by the Society for its patrons.
b) Deductions from gross receipts. The association shall deduct from gross receipts all expenses incurred in generating the gross receipts, including, but not limited to, the actual cost of all supplies, commodities, equipment, and other property procured for patrons, the actual cost of all services performed for patrons, taxes, depreciation, reserves for doubtful accounts and possible losses, and all other obligations and necessary expenses including amounts for reserves for any necessary operating purposes.
c) Net savings. The balance of said gross receipts remaining after deductions, calculated on a fiscal year basis, shall be deemed to be net savings. At the moment of receipt by the Society, the net savings are received with the understanding that they are furnished by the patrons as capital and are to be used as capital until they are allocated as provided below.
7.2 MEMBER PATRONAGE INCOME:
a) Member patronage. Annual net savings shall be divided into 1) annual net savings from member patronage and 2) annual net savings from non-member patronage and 3) non-patronage sources. Annual net savings from member patronage shall be determined by taking the percentage of gross receipts attributable to business done with or for members (including patronage dividends, etc.) and multiplying that percentage by the total annual net savings minus non-patronage savings. The amount resulting shall be annual net savings from member patronage, which shall be distributed to the member-patrons of this association in proportion to the amount of business done by them with the association, subject only to the deductions and the exceptions provided in Section 3 and 4 of this Article.
b) Non-member patronage and non-patronage income. The difference between total annual net savings and net savings from member patronage shall be annual net savings from non-member patronage and non-patronage sources.
7.3 GENERAL RESERVE. Not less than ten percent (10%) of the net savings shall be placed in a reserve fund (as required by the District of Columbia cooperative Association Act) to be known as the general reserve until the general reserve shall equal at least fifty percent (50%) of the paid-up capital. After ten percent (10%) of the net savings has been placed in the general reserve, if the amount of the net savings thereafter remaining is less than onehalf of one percent of the total patronage of the Society, and the general reserve does not equal fifty percent (50%) of the paidup capital, then such remaining amount of the net savings shall also be placed in the general reserve. After the general reserve equals at least fifty percent (50%) of the paid up capital, portions of the net savings may be allocated to the general reserve to increase it above said fifty percent (50%) upon approval by the board of directors. The Society may use the general reserve in the general conduct of the business and may reduce it by the amount of any operating loss in any fiscal year.
7.4 EDUCATIONAL RESERVE. One percent (1%) of the net savings shall be allocated to an educational fund as required by the District of Columbia cooperative Association Act, to be known as the Educational and Welfare Reserve.
7.5 DISTRIBUTION OF NET SAVINGS. The annual net savings from member patronage, less any deductions or exceptions as determined by Sections 3 or 4 of this Article, shall be distributed annually to the member-patrons of the Society, in proportion to the amount of business done by them with the Society. Member-patrons shall, by their ongoing membership in the association, consent to include in their income such patronage distributions from the association in the manner provided in and to the extent required by 26 U.S.C. Section 1385. In the case of fully paid member patrons, their proportionate amount of net savings shall be paid in cash within a reasonable time after the close of the fiscal year. In the case of subscribing member patrons, their proportionate amount of net savings shall be paid 20% in cash, unless such a cash distribution is of a nominal amount, and the balance shall be credited to shares of common stock until they become fully paid members. All amounts so credited to shares shall have the same status as though they had been paid in cash in pursuance of a legal obligation to do so, and as though the patrons had then furnished corresponding amounts for the capital of the Society. Notwithstanding any of the above provisions, any patronage distributions payable to members shall apply first on account of debts, if any, due from the respective members to the Society. Notwithstanding any of the above provisions, any patronage distributions payable to members shall be first applied to settle debts due the Society from the members concerned.
7.6 ALLOCATION OF LOSSES. If this Society has sustained an annual loss in net savings from member patronage, it shall have the power and authority to allocate such losses from member-patron business in the following manners: 1) to the member patrons for such year or years on a patronage basis and apply such losses against the equity credits or stock of said member-patrons; 2) to apply the loss to the association¹s capital reserve 3) or to carry forward or back such loss, as determined by the Board of Directors.
7.7 NOTICE. After the members have allocated the net savings, the Secretary shall notify each member by mail to his or her last known address of the amount of savings credited to the member, and payment shall be made to those amounts due in cash to members.
7.8 CONSENT. Each member of the cooperative shall, by becoming a member, consent that the amount of any distributions with respect to his, her or its patronage occurring in any fiscal year which are made by qualified written notices of allocation (as defined in 26 United States Code 1388) and which are received by him, her or it from the cooperative, will be included in his, her or its income in the manner provided in 26 United States Code 1385 (a) in the taxable year in which such qualified written notices of allocation are received. It is the intent of this provision to provide a consent binding on all members who retain or obtain membership in this cooperative and receive a written notification and copy of this bylaw, for the purpose of making such distributions ³qualified² within the meaning of the Internal Revenue Code.
ARTICLE 8. Indemnification
The Society shall indemnify and hold harmless all persons who serve as directors, officers or managers of the Society from and against all claims and liabilities to which they become subject by reason of having been a director, officer, or manager of the Society, or by reason of any action alleged to have been taken or omitted by them as directors, officers or managers. The Society shall also reimburse such persons for all legal and other expenses reasonably incurred in connection with any such claim or liability. Such indemnification shall be extended provided that no such person shall be indemnified or be reimbursed for any expense incurred in connection with a claim or liability arising out of his or her own negligence or willful misconduct. The Society, its directors, officers, managers, employees and agent shall be fully protected in taking any action or making any payment under this section or in refusing to do so upon the advice of counsel.
ARTICLE 9. Miscellaneous
9.1 FISCAL YEAR. The fiscal year shall be on a 5253 week basis ending on the Saturday nearest to July 31 in each year.
9.2 AMMENDMENT OF BYLAWS. Only the members in regular or special meeting assembled, by a majority of vote, may alter, amend, or repeal these bylaws. Any amendment, alternation, or repeal may be initiated by the board of directors or by a petition signed by fifty (50) members, and when initiated, it shall be included in the notice of the next regular or special meeting of the members.
9.3 NOTICE REQUIREMENTS. When, under the provisions of these bylaws, notice is required to be given to any director, officer or member, it need not be personal notice, but such notice may be given in writing by mailing postage prepaid in an envelope addressed to such member, officer, or director at such address as appears on the list of members, or if the Post Office has repeatedly returned prepaid mail addressed to the member at the address which appears on the list of members, then to such director, officer or member by posting at one or more places of business of the Society. Notice shall be deemed to be given at the time when such notice shall be thus mailed or posted. Any member, director, or officer may waive in writing any notice required under these bylaws.
9.4 MEMBER ACCESS. Any member may inspect the books at any reasonable hours, subject to reasonable regulation.
9.5 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.
Membership Regulations
Membership and stock certificates in Hyde Park Cooperative Society, Inc. are governed by the cooperative Association Act of the District of Columbia, by the Articles of Incorporation and bylaws of the Society, and by the following rules of the board of directors:
1. ISSUING MEMBERSHIPS. Share certificates may be held in the name or the names of:
(a) one or two natural persons;
(b) a non-profit corporation;
(c) a Cooperative Society, whether or not incorporated.
Certificates may not be held in the names of more than two natural persons, nor more than one corporation or society.
2. VOTING RIGHTS. When two or more shares of stock are held jointly by two adult persons, each joint holder shall be deemed a member and shall have one vote. However, where only one name appears on a certificate or certificates, only the person whose name appears shall be a member and have a vote. A minor may hold stock but may not vote.
3. NAMES FOR JOINT MEMBERSHIPS. A certificate in the name of two natural persons shall be made out in the form, "John Jones and Mary Jones, jointly subject to the conditions on the back hereof." On the back of such certificates shall be written: "If two names appear on the face of this certificate, the signature of either one alone is sufficient to exercise any rights of surrender or transfer of this certificate."
4. APPROVAL OF MEMBERSHIP AND CHANGES. All applications for membership, transfer, withdrawal of membership, and partial withdrawal of investment in shares shall be placed before the board of directors at each regular meeting of the board. The manager shall call the board's attention to any applications which in his or her opinion should not receive approval, or which should receive special attention. In order to protect the Society and all its shareholders against inequities resulting from short-term holdings of stock and receipt of full dividends, applications to withdraw investment in shares issued and outstanding for less than one year may be conditioned upon the pro rata refund of any dividend to cover the unexpired period of one year. The Society does not authorize partial redemption of shares of members holding fewer than thirty shares. Partial redemption of shares of members holding more than thirty shares will be permitted as long as members will still have a minimum of thirty shares after the withdrawal. A Member who has withdrawn all of their shares may not reapply for membership until 180 days after the member's withdrawal.
5. TRANSFER AND TERMINATION CONDITIONS. Since Co-Op memberships are not securities, they may not be freely transferred, bought or sold to new members. Members leaving the Co-Op and wanting their investment back from the Co-Op must apply for the Co-Op to "repurchase" their shares. Shares are repurchased when the Co-Op receives replacement capital from new or continuing members.
6. ESCHEATMENT. It is a condition of each share of stock of the cooperative that the interest of the shareholder terminates and the stock reverts to the treasury of the cooperative if no purchases or contact are made or reported by the shareholder for a consecutive period of three (3) fiscal years.
7. NOTICE REQUIREMENT. Within thirty (30) days of the beginning of each fiscal year, notice shall be mailed to each shareholder who has failed to make or report any purchase for a consecutive period of five (5) fiscal years addressed to the last known address of the shareholder on the books of the cooperative, reminding the shareholder of membership regulation 7 and stating that the records of the cooperative show that no purchases were reported for five (5) fiscal years. If the inactive member does not respond to that mailing within six months, the member¹s share shall become the property of the cooperative.
Hyde Park Cooperative Society Articles of Incorporation and Bylaws |