ARTICLE 1: IDENTIFICATION
1.1 Name. The name of this organization is the Cooperative Grocers’ Information Network, Inc. (dba Cooperative Grocer Network or CGN).
1.2 Purpose. CGN is a non-profit association whose purpose is to promote the common business interests of its members and to improve business conditions of retail food cooperatives by providing educational services, conducting research activities, and facilitating the sharing of information resources among its members.
1.3 Limitations. No part of the net earnings or assets of the organization shall inure to the benefit of or be distributable to its directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purpose. Services to individual members shall be no more than an incidental part of the activities of the association.
1.4 Fiscal year. The fiscal year of CGN will be the calendar year.
ARTICLE 2: MEMBERSHIP
2.1 Classes of membership. CGN shall have two classes of members — primary members and associate members.
2.2 Eligibility. Membership in CGN shall be voluntary and open to any retail food cooperative, any organization that works with retail food cooperatives, or any professional individual which is in accord with CGN’s purpose. Primary members must be retail or consumer food co-ops which are incorporated as a cooperative corporation, or with bylaws that meet the definitions of cooperative contained in the International Co-operative Alliance Statement on the Co-operative Identity. All other organizations or professional individuals interested in CGN membership may be associate members so long as they meet other CGN membership criteria. Applicants will be admitted to membership upon submitting required information and paying required fees. In case of doubtful eligibility, membership shall be subject to approval by the board of directors. Members will remain in good standing as long as they continue to meet eligibility criteria and fulfill all membership responsibilities, as set forth in 2.4 below.
2.3 Member rights. All CGN members have the right to receive a copy of these bylaws, minutes of all open board meetings, as well as accurate and timely information as to the organizational and financial affairs of CGN. Members shall be provided access to the books and records of CGN for a proper purpose and at a reasonable time, subject to the approval of the board of directors in case of doubtful propriety. Primary members will each have an equal vote in the election of the organization’s board of directors and in any other matters submitted to a vote of members. Associate members will have no voting rights.
2.4 Member responsibilities. Members shall abide by these bylaws, by decisions made at membership and board meetings, and by the means established in these bylaws to amend such decisions. Members are required to keep CGN apprised of a current mailing address and to pay all dues and fees as set by the board of directors.
2.5 Termination of membership. Membership may be suspended or terminated in any of the following ways:
a) voluntarily by a member upon notice to CGN;
b) automatically, whenever a member is delinquent in fulfilling the membership responsibilities as set forth in 2.4, above; or
c) involuntarily for cause by a two-thirds vote of the board of directors provided that the member is given at least fifteen days prior notice and is given the opportunity to be heard orally or in writing at least five days before the effective date of the termination or suspension.
ARTICLE 3: MEMBERSHIP MEETINGS
3.1 Annual meeting. An annual membership meeting shall be held each year. The purpose of the annual meeting shall be to hear reports on operations and finances, to review any important policy issues or other matters that affect CGN, to elect directors, and to conduct such other business as may properly come before the meeting.
3.2 Special meetings. Special meetings may be called by the board of directors or by petition of fifteen members or 20%, whichever is the lesser.
3.3 Notice. Annual and special membership meetings shall be held at a time and at a place anywhere in the United States as set by the board of directors. Notice to members of membership meetings shall be provided no less than 30 days in advance of the meeting via a mailing to all members or posting through regular means of electronic communication. Notice shall include the proposed agenda of the meeting and a description of any issues to be voted upon by members. Decisions on issues not included in the notice shall be of an advisory nature only.
3.4 Quorum. The presence in person or by teleconference at the opening of the meeting of representatives from fifteen members or 20%, whichever is the lesser, shall be necessary and sufficient to constitute a quorum for the transaction of business at any membership meeting.
3.5 Voting. Each primary member co-op may vote in person, by teleconference, or by absentee ballot delivered by mail or electronically. In voting for directors, each primary member may cast as many votes as there are positions to be filled, but no more than one vote may be cast for any one candidate. On other matters, each primary member co-op shall have one vote on all issues submitted to a vote of members. All issues shall be decided by a majority of members voting except where otherwise required by law or by these bylaws. Proxy voting shall not be permitted.
3.6 Record date. The date of record for membership meetings shall be the end of the business day immediately preceding the date when notice for that meeting is issued.
ARTICLE 4: BOARD OF DIRECTORS
4.1 Powers and number. Except as to matters reserved to membership by law or by these bylaws, the business and affairs of CGN shall be directed and controlled by a board of directors consisting of seven individuals. The powers and duties of the board shall include, but not be limited to: engaging, reviewing and dismissing staff; overseeing the operations of CGN; approving budgets and fiscal controls; and assuring that the purpose and principles of CGN are properly carried out.
4.2 Qualifications. To be qualified to serve as a director, a person must be affiliated with and authorized by a primary or associate member and shall not have any overriding conflict of interest. No CGNmember may have more than one person serving on the board of directors at a time.
4.3 Nomination. Candidates for director shall be nominated by the board, by a nominating committee so delegated by the board, or by petition signed by at least ten primary members.
4.4 Election and term. All directors shall be elected by plurality vote of primary members at an election which will conclude at the annual membership meeting. Terms shall be staggered so that approximately one-third expire each year. To effectuate this, terms shall be for one, two, or three years at the first meeting subject to these bylaws and periodically thereafter as may be necessary. At all other times, terms shall be for three years.
4.5 Compensation. No compensation shall be provided to directors unless authorized by vote of members at a membership meeting.
4.6 Conflicts of interest. Directors shall be under an affirmative obligation to disclose their actual or potential conflicts of interest in any matter under consideration by the board. Such directors shall remove themselves from any discussion and decision-making on the matter.
4.7 Termination. The term of office of a director may be terminated prior to its expiration in any of the following ways:
a) voluntarily by the director upon notice to CGN;
b) automatically upon termination of affiliation with a CGN member, or upon termination of membership with CGN by the member co-op, or if the director misses three board meetings in a year;
c) involuntarily, as to a director appointed by the board, whenever, in its opinion, the best interests ofCGN would thereby be served;
d) involuntarily by vote of members at a membership meeting whenever, in their opinion, the best interests of CGN would thereby be served.
4.8 Vacancies. If a vacancy occurs on the board, the remaining directors may appoint a replacement to fill the slot of the departing director until expiration of that term.
4.9 Meetings. The board of directors shall meet on a periodic basis, according to the needs of the organization. Meetings of the board may be called by the board or by any three directors. In either case, notice of the time and place of such meeting will be required no less than five days prior if notice is provided in writing, or three days prior if notice is provided orally. Meetings of the boards shall be open to persons affiliated with CGN members and other invited guests unless closed by the board for discussion of a particular issue of a sensitive nature. Such closed session shall be for purposes of discussion only, and no votes shall be taken at such sessions.
4.10 Quorum and decision making. The presence in person or by teleconference at the opening of the meeting of a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the board of directors. Decisions of the board shall be made by majority vote of directors present.
4.11 Action without a meeting. Decisions of the board may be made without meeting if a consent in writing, submitted by mail or electronically, stating the action to be taken, is signed by each director and filed with the minutes of meetings.
ARTICLE 5: OFFICERS
5.1 Designation. The officers of CGN shall consist of a President, Treasurer, and Secretary, and other officers or assistant officers as determined by the board.
5.2 Election and term. Election of officers will take place at the first meeting of the directors following the annual meeting of CGN, and will expire when successors are chosen.
5.3 Qualifications. Any director can serve in any officer position. In addition, a non-director may serve in the position of Secretary.
5.4 Duties. Each of the following officers may sign or attest to formal documents on behalf of CGN as authorized by the board. The President shall be responsible for presiding over all CGN board and membership meetings and coordinating the activities of the board. The Treasurer shall be responsible for overseeing the adequacy of financial record keeping and preparation of financial statements, and for seeing that required reports and returns are filed. The Secretary shall oversee the maintenance of membership records, ensure that notice is served to all members for meetings per these bylaws, ensure that minutes of all meetings of members and the board are kept, and have responsibility for authenticating records of the corporation. The foregoing officers shall have such additional duties as is determined by the board.
5.5 Removal. Officers may be removed and replaced by the board whenever, in its opinion, the best interests of CGN would thereby be served.
ARTICLE 6: INDEMNIFICATION
6.1 Rights. CGN shall, subject to the limitations in this Article, indemnify its current and former directors and officers against all liabilities and expenses to which they may actually and reasonably become subject by reason of their positions with CGN or their service in its behalf to the fullest extent permitted by law.
6.2 Limitations. No indemnification shall be made unless the person to be indemnified is successful on the merits in defense of the action or is determined to have met the applicable standard of conduct in the manner required by law. Indemnification payments and advances of expenses shall be made only in such increments and at such times as will not jeopardize the ability of CGN to pay its other obligations as they become due.
ARTICLE 7: SEVERABILITY AND AMENDMENT
7.1 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.
7.2 Amendment. These bylaws may be amended or repealed in whole or in part by vote of a majority all primary members voting in a membership election.