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Bylaws

This is where we will write the Resource Based Cooperative bylaws. Proceed carefully as you edit, give thought to your changes, but Make Changes as you see fit. As with the Articles of Incorporation on the home page.

Here is a sample set of bylaws for a New York food co-op:
http://cultivate.coop/coop-wiki/images/a/a6/PSFC_Bylaws-09-27-2011.pdf
Here is a link to sample bylaws for a Kentucky co-op. Again a different state, obviously, but gives a sense of what is needed in our bylaws:
http://www.uky.edu/Ag/AgEcon/pubs/ext_ca/aec60.pdf

This one is a bit longer and more in depth, has different districts, etc. Might be more aligned with what we are doing:
http://www.chsinc.com/~/media/chs%20inc/files/pdfs/our%20company/chs%20inc%20bylaws%200510.ashx

A basic bylaw outline is pasted below, here is the link to the originating site:
http://www.uwcc.wisc.edu/issues/Governance/bylawus.html

You can see that you don't have to be a lawyer to write these, they are quite straightforward.

Defining the Resource Based Economy

Current working definition:

The Resource Based Economy (RBE) is an economic system in which all goods and services are produced and available to everyone without the use of money, credits, barter, or any other form of debt or servitude. A defining characteristic of the RBE is the use of automation to eliminate, to the greatest extent possible, the necessity for human labor. An important implication of this automation is the absence of governing bodies or hierarchies of authority. Ongoing goals of the RBE include the use of environmentally sustainable practices in all aspects of society, and general use of the scientific method to solve problems.

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Meetings

We also have a special circumstance for meetings, since we will be too spread out to make use of face-to-face meetings. Electronic meeting procedures should be written into the Bylaws.

Suggestions for applicable International Bylaws would be greatly appreciated. This cooperative will not be restricted to operating within the US alone. Anywhere we can do business legally, we will.

"Bylaws state how the cooperative will conduct business and must be consistent with both State statutes and the articles of incorporation.
Bylaws usually have membership requirements and lists rights and responsibilities of members; grounds and procedures for member expulsion; how to call and conduct membership meetings, methods of voting, how directors and officers are elected or removed, and their number duties, terms of office, and compensation; time and place of director meetings; dates of the fiscal year; requirement to conduct business on a cooperative basis; how net margins will be distributed; process for redemption of members' equity; a consent provision that members will include the face value of written notices of allocation and per-unit retain certificates as income in the year they are received; distribution of nonpatronage income; handling of losses; treating nonmember business; dissolution of the cooperative; indemnification of directors; and the process for amending the bylaws.
Also covered is how the board is structured to represent the membership, given geographical distribution and size of the membership and the scope of business and function of the cooperative. Directors may be selected to represent districts based on membership density, to reflect commodities or services to be handled, or some other basis that provides equitable representation. The organizing committee's recommended management structure should include the basis for director representation, voting methods, and board officers, and their terms.
For marketing cooperatives that lack a marketing agreement, the bylaws specify the extent of members' obligation to market through the cooperative. They outline the terms and conditions under which the products will be marketed and accounting procedures.
The committee prepares the articles and bylaws with the help of an attorney so provisions comply with laws of the State in which the cooperative is incorporated. The committee's role also is to assure the bylaw provisions will not conflict with operating procedures."

Sample Bylaws Outline

Article I - Purpose
The purpose of Vestras Mundi Cooperative is to generate funding and other resources needed to plan, construct, and operate a community-oriented facility that will engage in research and development of any and all systems and technologies deemed necessary for the establishment and operation of a Resource Based Economy.

Article II- Membership
Section 1. Qualifications.
All natural persons may be admitted as members of Vestras Mundi Cooperative.

Section 2. Evidence of membership
Each member of this association shall be the holder of one Certificate of Membership, issued in paper or electronic form upon full payment of membership dues.

Section 3. Dues
A voluntary annual membership fee of US$20 will be collected from each member. Members may waive their own fee at their own discretion.

Section 2. Suspension or Termination.
At any time, the Vestras Mundi membership, by majority vote, may cancel any member's membership, or may refuse membership to any person or organization.

Article III- Meetings of Members

Section 1. Annual Meetings.
The annual meeting of the membership of the corporation shall be held on such day in the month of June as the directors shall fix. Given the inherent inconveniences that the requirement of face-to-face meetings would produce due to, the geographical locations of members, online meeting platforms are acceptable, until later amended by the board of directors as they see fit.

Section 2. Special Meetings.
The Board of Directors shall meet at least ten times each year on such dates as it shall appoint and at such other times as it, by resolution, shall fix.

Section 3. Notice of Meetings.
Written electronic notice of all meetings, except the one specified above, shall be prepared and mailed to each member's last known email address not less than 10 days before the meeting.

Section 4. Voting.
Each member is entitled to one vote.

Section 5. Quorum.
As long as the total number of members does not exceed hundred, 10 members or 10% of the total number of members present, whichever is larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting without further notice.

Section 6. Order of Business.

Determination of quorum.
Proof of due notice of meeting.Reading and disposition of minutes.Annual reports of officers and committees.Unfinished business.New business.Election of directors.Adjournment.

Article IV - Directors and Officers

Section 1. Number and Qualifications of Directors.
The association shall have a board of at least 5 directors. Each director must be a member of this association.

Section 2. Election of Directors.
The directors elected at the first annual meeting shall, by lot, be divided into three classes as nearly equally as possible. Directors in the first class shall serve for a term of one year. Directors in the second class shall serve for a term of two years. Directors in the third class shall serve for a term of three years. Thereafter, all directors shall serve for a term of three years.

Section 3. Election of Officers.
The board shall meet within 10 days after the first election and within 10 days after each annual election and shall elect by ballot a president, vice president, secretary and treasurer (or secretary-treasurer), each of whom shall hold office until a successor is elected and qualified, unless earlier removed by death, resignation, or for cause. Only the president and vice president need be members of the board.

Section 4. Vacancies.
Whenever a vacancy occurs in the board, other than the expiration of an officer's term, the remaining directors appoint a member to fill the vacancy until the next regular meeting of the members.

Section 5. Board Meetings.
In addition to the meetings mentioned above, regular board meetings are held (monthly, quarterly or semi-annually) or when and where the board determines.

Section 6. Special Meetings.
A special board meeting shall be held whenever the president or a majority of the directors calls one. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in the form of electronic email, addressed and delivered to the secretary. If the majority of the board is to call the meeting, it shall contain forwarded messages that include the request and/or approval from each member. It shall state the time and place of the meeting. If a majority of the board signs a waiver of meeting notice, a board meeting may be held at any time.

Section 7. Notice of Board Meetings.
Notice of board meeting shall be given no less than 30 days in advance, by electronic email, sent to the last known email address on file for each board member.

Section 8. Compensation.
Compensation shall be determined by a vote by a quorum of members at the annual meeting. Profits from the cooperative will be reinvested back into the corporation at a rate of 75%, with the remaining 25% being divided equally between all members, including board members, with the exception of any investor that provides initial financing, who may be awarded more or less compensation, depending upon the agreement that is reached with said investor at the time of the investment.

Section 9. Quorum.Quorum for board members is 3 out of 5 board members.

Article V- Duties of Directors
Section 1. General Powers.
The board shall direct the association's business and shall exercise all of the association's powers except those reserved to members by law, by the articles of incorporation or by these bylaws.

Section 2. Employment of Manager.
The board shall have power to employ a manager, define his duties and fix his compensation.

Section 3. Bonds and Insurance.
The Board of Directors may require the officers, agents, or employees charged by this cooperative with responsibility for the custody of any of its funds or property to give adequate bonds. Such bonds, unless cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors and the cost thereof shall be paid by this cooperative. The Board of Directors shall provide for the adequate insurance of the property of the cooperative, or property which may be in the possession of this cooperative, or stored by it, and not otherwise adequately insured, and in addition adequate insurance covering liability for accidents to all employees and the public.

Section 4. Accounting System and Audit.
The Board of Directors shall install and maintain an adequate system of accounts and records. At least once in each year the books and accounts of this cooperative shall be audited and a review of such audit shall be published annually, and a report of such audit shall in addition be made at the next annual meeting of the members.

Section 5 - Depository.
The Board of Directors shall have power to select one or more banks to act as depositories of the funds of this cooperative, and to determine the manner of receiving, depositing, and disbursing the funds of this cooperative, the form of checks, and the person or persons by whom they shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.

Article VI- Duties of Officers and Manager
Section 1. Duties of President.
The president
• presides over all meetings of the association and the board of directors,
• calls special meetings of the board of directors,
• performs all acts and duties usually performed by an executive and presiding officer, and
• signs all membership cards and such other papers of the association as he may be authorized or directed to sign any or all checks, contracts, and other instruments in writing on behalf of the association.
• The president performs such other duties as may be prescribed by the board of directors.

Section 2. Duties of Vice President.
In the absence or disability of the president, the vice president performs the president's duties. The vice president acts as ex-officer member of all committees. Each Vice President shall have such other duties as are assigned to such Vice President from time to time by the President.

Section 3. Duties of Secretary.
The Secretary shall keep complete minutes of each meeting of the members and of the Board of Directors, and shall sign with President or the Vice President all notes, conveyances and encumbrances of real estate, capital securities and instruments requiring the corporate seal; provided that the Secretary, in writing, may authorize any other officer or employee to execute or sign the Secretary's name to any or all such instruments. The Secretary shall keep a record of all business of this cooperative, prepare and submit to the annual meeting of the members a report of the previous fiscal year's business, and give all notice 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, under the supervision of the Secretary, all or any of the duties enumerated in this section.

Section 4. Duties of Treasurer.
The Treasurer shall supervise the safekeeping of all funds and property of this cooperative, supervise the books and records of all financial transactions of this cooperative, 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, under the supervision of the Treasurer, all or any of the duties enumerated in this section.

Section 5. Duties of Manager.
The General Manager shall report to the President of this cooperative, and shall perform such duties as the Board of Directors may prescribe upon the recommendation of the President. In the absence or disability of the President, the Vice President and Manager shall perform the duties and exercise the powers of the President.

Article VII- Executive Committee and Other Committees
Section 1. Executive Committee
The board of directors may appoint an executive committee from its own membership. The board determines their tenure of office and their power and duties. The board may allot to the executive committee all or any stated portion of the board's functions and powers, subject to the board's general direction, approval and control. Copies of the minutes of any executive committee meeting shall be mailed to all directors within 7 days.

Section 2. Other Committees.
The board may appoint other committees as necessary.

Article VIII- Membership Certificates
All members shall be issued a membership card which shall be a certificate of membership.

Article IX- Operation at Cost and Patrons' Capital
Section 1. Service at Cost.
Section 2. Refunds and Patrons' Capital.
Section 3. Revolving Capital.
Section 4. Transfer.
Section 5. Consent.
Section 6. Consent Notification to Members and Prospective Members.

Article X- Dissolution and Property Interest of Members

Article XI- Unclaimed Money

Article XII- Fiscal Year

Article XIII- Miscellaneous Provisions

Section 1. Waiver of Notice
Section 2. Bylaws Printed.
Section 3. Seal.

Article XIV- Amendments

We, the undersigned, being all of the incorporators and members of the _ association, do hereby assent to the foregoing bylaws and do adopt the same as the bylaws of said association; and in witness whereof, we have hereunto subscribed our names, this day of , 19___.