Bylaws
ARTICLE I: NAME
The name of this association shall be Riverwest Cooperative (hereafter “the cooperative” or “the co-op”).
ARTICLE II: PURPOSE
2.1 The primary mission of the co-op is to operate a financially sound grocery store in the Riverwest neighborhood of Milwaukee, Wisconsin. Cooperative philosophy and values are an essential part of our enterprise; therefore, the co-op will operate in a fully democratic manner.
2.2 The goals of the co-op will be:
- To provide nutritious, wholesome food to the Riverwest community at fair prices (that is, prices that are low as possible without sacrificing the co-op’s other goals).
- To operate the co-op on a sound financial basis for the long-term benefit
of members and the community.
- To operate the co-op in an open, democratic manner so that all members
can participate in decision making.
- To reach out and expand services to segments of the community that might
not initially be involved in the co-op.
-To serve as a model for other community-owned businesses in Riverwest
and elsewhere.
ARTICLE III: PRINCIPAL OFFICE
The principal office of the co-op shall be located at 733 E. Clarke St. in the Riverwest neighborhood of Milwaukee, Wisconsin.
ARTICLE IV: MEMBERSHIP AND MEMBERSHIP MEETINGS
4.1 The co-op shall have individual memberships and family memberships. Any human individual shall qualify to be a member. A family membership would be available to two adults sharing the same household who identify themselves as spouses/partners. The membership fee is equal to the sum of two individual memberships. Each person has a vote, and both are able to enjoy an additional volunteer discount up to the maximum allowable if one of the parties earns this discount.
4.2 Anyone may become a member by (a) filling out a membership application approved by the Board of Directors, (b) paying fees required by the co-op’s Fair Share structure whereby member contributions establish ownership rights in the co-op, (c) and agreeing to the cooperative’s work requirement as set by the Board of Directors and approved by the membership. The total Fair Share amount, an amount to be contributed each year, shall be set from time to time by the Board of Directors and approved by the membership.
4.3 All memberships are to be renewed each year. A membership is renewed by paying fees under 4.2, and, after they are fully paid, by making a purchase once each calendar year and fulfilling the other responsibilities of membership. People who do not renew their membership shall no longer be members of the co-op. At the time membership is terminated, the member may request a refund according to the procedure in 7.9 and 7.10.
4.4 No members may transfer their membership or any rights there from.
4.5 The General Membership Meeting will be held annually. At this meeting open seats on the Board of Directors will be filled by elections and annual reports will be presented. Long term or significant issues of the co-op may be discussed at this meeting. The exact time and place of this meeting will be posted inside the principal office and notice shall be given 14 days prior to the set date. Any proposal to change the by-laws or major existing policy shall be posted at this time. Additional special meetings of the membership may be called by the members through the Board of Directors or by the Board of Directors. Posted notice of these meetings shall be given as above.
4.6 Only members may vote at membership meetings. All members shall have one vote. Members must be present to vote. Directors will be elected by a plurality of votes. Unless otherwise specified by these by-laws or otherwise required by law, issues shall be decided as follows: Discussion of an issue will be limited to 1/2 hour at which time there will be check for consensus. If consensus has not been reached, the discussion period can be extended for another 1/2 hour by a 2/3 majority of members at the meeting. If the motion to extend discussion fails or if after extension consensus is still not reached, a 2/3 vote will be necessary for adoption.
4.7 A chair and agenda for the General Membership Meeting shall be established in advance by the Board of Directors. The Board secretary or someone appointed by the chair shall record the minutes of the meeting.
4.8 A quorum for a general or special membership meetings shall consist of ten percent of the membership, or fifteen members, whichever is less.
4.9 All current members may vote for Directors and on by-law amendments and other questions. Nominations for Directors shall be made by the fifth day of the month before the membership meeting. No nominations may be made from the floor of the membership meeting. The Board shall provide for the opportunity for both sides of any proposal to be fairly presented to the membership.
ARTICLE V: DIRECTORS
5.1 The Board of Directors shall be responsible for making policy decisions, long-term planning regarding the co-op’s operation, approving the budge for presentation to the membership, and working on committees. The Board shall be composed of nine members. They shall be elected at the annual Membership Meeting to the term of three years, three seats each year.
5.2 Directors shall participate in one of the standing committees. These committees shall meet regularly and report to the Board from time to time. The standing committees shall be: Finance, Store Operations, Marketing, Maintenance, and Education/Outreach.
5.3 The Board shall meet once each month to review the operations of the store, the functioning of the committees, and to make policy decisions. These meetings will be held at a regular, established time and an agenda will be made available at least 2 days prior to the meeting. Emergency meetings may be called whenever two or more Board members deem it to be necessary.
5.4 Any Board member may be removed from office by a 2/3 majority vote of the members present at a general membership meeting, or special membership meeting.
5.5 Any Board member may resign at any time by written notice to this effect. The acceptance of the resignation -- effective at such time as specified in the notice -- shall not be necessary to make it effective.
5.6 Any vacancies among the Board shall be filled by appointment at the next scheduled Board meeting, by consensus of the Board members then in office. If consensus is not reached, a 2/3 majority is required. This appointment shall be in effect until the next regularly scheduled election.
ARTICLE VI: OFFICERS
6.1 The principle officers shall be president (chair), vice president (vice chair), secretary and treasurer.
6.2 Any officer may be removed by the Board whenever, in its judgment, the best interests of the co-op will be served thereby. Consensus, when possible, will be used for this process. Otherwise, a 2/3 majority will be required.
6.3 All positions shall be elected by the Board
6.4 If the office of president should become vacant, the vice president shall take the presidency. If the office of vice president becomes vacant, the Board shall appoint a vice president.
ARTICLE VII: FINANCES
7.1 The Finance Committee shall monitor and plan the co-op’s financial operations, present this information at Board meetings and make recommendations regarding any action to be taken.
7.2 The co-op shall have a budget. The budget for the coming fiscal year will be constructed by the finance committee and presented to the Board for further deliberations.
7.3 The fiscal year of the co-op shall end December 31.
7.4 The net proceeds of the co-op shall be determined by the Board in accordance with Wis. Statues Section 185.45.
7.5 The Board may credit all or any reserves of the co-op, and may apply all, or any part of the net proceeds to losses incurred in prior years.
7.6 Each member shall pay into the member’s Fair Share equity account in yearly increments, or in an initial single payment, in a total amount to be determined by the Board. Any changes shall be presented to the membership for approval by a majority vote of members voting.
7.7 A portion of each yearly payment may be retained by the co-op as a non-refundable administrative fee. This amount shall be determined by the Board and submitted to the membership for approval by a majority of members voting.
7.8 The co-op may establish special provisions for household memberships and low-income memberships and other categories deemed appropriate by the Board and approved by a majority of members voting at subsequent membership meeting.
7.9 The balance existing in each member’s Fair Share account will be refunded upon resignation from the co-op, within 90 (ninety) days of demand, subject to the Board determining when money is available for refunds and how much may be safely refunded each fiscal year.
7.10 If a member fails to request a refund of the member’s Fair Share account, the funds in the account may be forfeited to the co-op as follows:
a) No sooner than two years after the membership terminated, but no more then three years after the membership terminated, the co-op shall mail a reminder notice to the former member’s last known address that, according to the Fair Share Member Contract signed by the member, the member shall be deemed to have donated the member’s Fair Share funds to the co-op, if the member fails to request a refund, as per 7.9 above.
b) If the former member has not requested the refund, as per 7.9 above, within 3 (three) years of the date the membership terminated, the member, in accordance with the Fair Share Contract the member signed, shall thereby have indicated that the member donates all these funds to the co-op, and those funds shall at that time become a donation to the co-op.
ARTICLE VIII: BOOKS AND RECORDS
8.1 The co-op shall keep a correct and complete record of accounts for the co-op and the Board of Directors shall keep copies of the minutes of the membership meeting and meetings of the Board.
8.2 The co-op shall not have a seal.
ARTICLE IX: AMENDMENTS
9.1 The By-Laws may be amended or repealed, or new By-Laws may be adopted, by majority vote of the members at a membership meeting subject to the following conditions: a) The membership will be notified in writing of the exact wording of any changes within 45 days (forty-five) days of approval, b) By-Law changes take effect 90 (ninety) days after membership approval, unless repealed.
ARTICLE X: SEVERABILITY
10.1 If any section, clause, provision, or portion of these By-Laws is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of these By-Laws shall not be affected thereby.
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