Portland Food Co-op

Article I: Name

Section 1. The name of this consumer cooperative is the Portland Food Cooperative (herein “PFC”).

Article II: Purpose

Section 1. Replace with mission statement.

The purpose of PFC is to sell high quality and fairly priced food and other household goods and personal items; to offer education and information on cooperative principles and practices, food and food sources, health, and nutrition; to serve as a model of cooperation, democracy, and self-reliance; to cooperate with other cooperatives whenever possible; all for the mutual benefit of its members, other patrons, and the local, regional, and global community.

Article III: Membership

Section 1. The control of PFC shall be vested in the membership of the cooperative. Members shall have participatory and management rights as to PFC and its assets, but shall take no individual ownership in the cooperative. Rather, the membership as a collective shall own PFC’s assets.

Section 2. Membership shall be open to any natural person eighteen years of age or older who agrees to abide by the PFC bylaws and any other rules promulgated by the Board of Directors.

Section 3. Each member shall purchase a membership share under the membership policy as approved and modified by the members from time to time. Members may choose to make the entire payment at once or in installments. Failure to make installment payments may result in loss of membership.

Section 4. A member in good standing is a member who is up to date in required membership share payments, and has met all conditions of membership, as determined by the bylaws and membership policy set by the board of directors.

Section 5. The required capital contribution of each member shall be determined by membership policy set by the boards of directors.

Section 6. Each member in good standing will be entitled to one vote on each matter submitted to a vote of the members and shall have the right to attend Board meetings. The membership shall additionally have such benefits of membership as the Board of Directors shall from time to time fix.

Section 7. Membership requirements are determined and revised from time to time by the Board of Directors.

Section 8. PFC has the option to purchase a withdrawing member’s membership share at par value, in the manner prescribed by state statutes, if and when the purchase can be made [without jeopardizing the solvency of PFC or if and when there are sufficient reserve funds.]*

Section 9. The Board of Directors reserves the right to remove members from the membership who intentionally harm or intend to harm the property of the PFC or a member of the PFC, and/or have acted in a way so contrary to the purpose of the Portland Food Cooperative as to cause concern among the Board of Directors.
Section 10. If the Board of Directors has to exercise its power to remove a member of PFC for intentional acts that raise concern, the Board of Directors shall purchase the member’s holdings at par value, without jeopardizing the solvency of PFC or if and when there are sufficient reserve funds.

Article IV: Meetings of Members

Section 1. Annual meetings of the membership shall be held within four months after the close of the fiscal year for the purpose of electing Directors, reviewing the annual report to the membership, and conducting other business. The Board of Directors shall be responsible for determining the time and place for the annual meeting. Notice of annual membership meetings (including time, place, and the exact questions to be decided upon, if any) shall be posted not less than 30 nor more than 50 days before the date of the meeting, in all of the following places:

1. In the public space of the members communication area
2. By direct email to the address on file for each member
3. On the PFC website
4. In a regular newsletter

Section 2. A special membership meeting may be demanded by a majority vote of the Board of Directors, or by written petition of at least three-tenths (3/10) of the membership, or by other means as specified by Board policy. It shall be the duty of the Secretary to call such meetings to take place within thirty days after such demand. The Board of Directors shall be responsible for determining the time and place for special membership meetings. Notice of special membership meetings (including time, place, and the exact questions to be decided upon, if any) shall be posted at least 21 days in advance in all of the following places:

1. In the public space of the members communication area
2. By direct email to the address on file for each member
3. On the PFC website
4. In a regular newsletter

Section 3. A ballot vote may be demanded by a majority vote of the Board of Directors, or by written petition of at least three-tenths (3/10) of the membership, or by other means as specified by Board policy. It shall be the duty of the Secretary to ensure that ballot voting is concluded within ninety days after such demand. Ballots will be made available at the store(s) to members. Ballots may also be provided to the membership (and submitted by the membership) by mail or electronic mail at the discretion of the person or persons calling the vote. The voting period for all ballot votes shall be at least 21 days. Notice of ballot votes (including ballot voting locations and the exact questions to be decided upon) shall be posted at least 21 days in advance of the first day of the voting period in all of the following places:

1. In the public space of the members communication area
2. By direct email to the address on file for each member
3. On the PFC website
4. In a regular newsletter

Section 4. An affidavit of the mailing of any notice required hereunder with a copy of the notice attached made by the person mailing or publishing the notice shall be sufficient proof of compliance with these Bylaws.

Section 5. All members in good standing shall be allowed to cast votes in annual membership meetings, special membership meetings, by ballot, or by proxy. Members may vote by proxy by appointing one or more agents to vote on behalf of the member, through a written authorization executed by the member or by the member’s duly authorized attorney-in-fact.  Such proxy is revocable by the authorizing member at any time, but otherwise is valid for 11 months from the date of the written authorization.

Section 6. A ballot shall be printed with the positions available for election and the names of those nominated to fill the positions. Space also shall be made available to those wishing to enter a write-in candidate for each position available. Ballots should be made available to all members fourteen (14) days prior to the election by public notice, which may include one or more of the following:

1. In the public space of the members communication area
2. By direct email to the address on file for each member
3. On the PFC website
4. In a regular newsletter

Section 7. Members wishing to mail ballots may do so to the address registered with the State of Maine. Any mailed ballots received after the start of the election shall be considered invalid and will not be counted. All ballots submitted prior to the start of the actual election procedure shall be counted. The ballots shall be checked for their validity and tabulated by committee at the annual meeting. The results shall be made available and posted prior to the end of the meeting.

Section 8. The act of a majority of the members, Directors or persons serving on a committee of the Board of Directors present at a meeting at which a quorum is present shall be the act of the body meeting, unless the act of a greater number is required by the Articles of Incorporation, these bylaws, or any provision of law.

Section 9. Quorum at annual membership meetings and special membership meetings shall be the number of members in good standing present and voting, voting by proxy, plus the number of ballots mailed in by absent members in good standing. Passage of a proposal requires a majority vote of those present and/or voting.

Section 10. Quorum on ballot votes shall be the number of members casting ballots either in person, by proxy, or by mail. Passage of a proposal requires a majority vote of those casting ballots.

Section 11. Quorum for amending the PFC Articles of Incorporation and/or these by-laws shall be the number of members in good standing present and voting, voting by proxy, plus the number of ballots mailed in by absent members in good standing and at least 50 members or 5% of the members, which ever is greater.

Article V: Board of Directors

Section 1. The Board of Directors (herein “Board”) shall oversee the business, property, and affairs of PFC on behalf of its members. The Board shall act in keeping with any votes of the membership and shall not have any power or authority that is inconsistent with the laws of the State of Maine, PFC’s Articles of Incorporation, or these bylaws.

Section 2. The Board’s powers and duties shall include, but are not limited to, the following:

1. Overseeing finances and determining fiscal policy.
2. Hiring and supervising operations management.
3. Creating policies to guide all activities of PFC and ensuring that all such policies are not in violation of state statutes.
4. Purchasing insurance on behalf of PFC.[or overseeing the purchase of insurance]
5. Creating Board committees as are needed to carry out its work. Dismantling such committees when they are no longer necessary.
6. Reviewing state statutes on a periodic basis to ensure full compliance.
7. Electing officers.
8. Preparing the agenda for membership meetings and reporting on the finances and progress of PFC at the annual membership meeting.

Section 3. The initial Board shall be determined by the current members of the steering committee.

Section 4. All Boards following the initial Board shall be composed of members of PFC.   All members interested in becoming directors must collect 50 member-owners signatures of support or signatures from 25% of the member-ownership as of 60 days before the elections, which ever is less and provide a statement of up to 350 words presenting their qualifications and their involvement with the PFC. All Directors shall be elected by the membership at the annual membership meeting. Employees shall decide how the employee seat will be filled, and appointment shall also occur at the annual membership. There may be no more than two employees on the Board at any one time.

Section 4.5. All directors shall be elected to their seats by ballot vote of the membership at the annual meeting.  The candidate (s) with the most votes for each seat shall be elected in a contested race.  In order to be elected, unopposed candidates must receive supportive votes by the majority of the voters .

Section 5. All elected Directors shall serve three-year terms. Terms shall be staggered so that, at each annual membership meeting, one-third (1/3) of the positions will be filled. If vacancies should occur, the Board may elect any willing member to serve on the Board until the next annual meeting, or if it chooses, the Board may function in the interim without filling vacancies, unless the Board has fewer than five members. Directors may serve an unlimited number of terms.

Section 6. Any Director may be removed from the Board by a two-thirds (2/3) vote of the Board for any reason. If a Director ceases to be a member of PFC, her or his tenure on the Board will end immediately. Missing three or more Board meetings in a fiscal year shall be considered grounds for removal from the Board.

Section 7. The Board of Directors shall be composed of no less than five (5) Directors, and no more than fifteen (15) Directors at any given time. Changes in the number of the Directors can be made by the membership at any membership meeting.

Section 8. A two-thirds (2/3) majority of the Board will constitute a quorum for the transaction of business at any meeting of the Board. If less than two-thirds (2/3) of the Directors are present at any meeting, no motions shall be made or decided upon.

Section 9. The desired decision-making process for the Board shall be to act by the consensus of its members. If consensus is not reached on a matter, a motion may be passed with a two-thirds (2/3) majority [vote] of the Directors present at a meeting, provided that there is a quorum.

Section 10. Regular Board meetings shall take place at least ten times per year. The annual membership meeting may be substituted for one of these meetings.

Section 11. Notice of regular Board meetings shall be posted at least 21 days in advance in all of the following places:

1. In the public space of the members communication area
2. By direct email to the address on file for each member
3. On the PFC website
4. In a regular newsletter

Section 12. Special Board Meetings shall only be called in urgent situations. Notice of Special Board Meetings shall be posted at least 7 days in advance in all of the following places:

1. In the public space of the members communication area
2. By direct email to the address on file for each member
3. On the PFC website
4. In a regular newsletter

Section 13. The Directors shall inform those members present at Board meetings of the nature of the business before the Directors and receive the advice of the members on such matters. The portion of the Board meeting that is devoted to providing information and receiving the advice or input of the members shall be known as the General Meeting and is not in any way intended to be one of the meetings of the membership that is referred to elsewhere in these bylaws. Each Board meeting shall begin with a General Meeting and shall have a structure and duration determined by the meeting facilitator.  The members attending such meetings who gather to give advice to the Directors may express their support or opposition for any of the issues that have come before the meeting.  Once the General meeting is finished, the board meeting agenda begins, during board meetings all members are welcome to stay and listen, except during a closed session, and are expected not to interrupt the meeting .

Section 14. Executive sessions of the Board may only be called when required by law.

Section 15. Directors shall not receive compensation for serving on the Board.

Section 16. Attendance at a meeting by a Director shall constitute waiver of any argument that he/she was not on notice of an action or motion discussed at the meeting, in accordance with the minutes of that meeting.

Article VI: Officers

Section 1. The officers of PFC shall be chosen by the Board, and will be the President, Vice President, Secretary, and Treasurer. Officers will serve PFC and its membership with such powers not inconsistent with these bylaws. All officers must be Directors. Additional offices may be created and dismantled by the Board, as needed.

Section 2. The Board shall choose officers from among the Board members within three months of the annual meeting. In case any office of PFC becomes vacant for any cause, the majority of the Directors then in office may elect an officer to fill such a vacancy, and the officer so elected shall serve until the Board chooses new officers after the next annual Board election.

Section 3. The President shall represent PFC and shall perform such duties as may be assigned to her or him by the Board. In all activities, the President shall be subject to the direction, management, and control of the Board.

Section 4. The Vice President shall, in the absence of or in the case of the disability of the President, perform the duties of the President. The Vice President shall perform such other duties as the Board may from time to time prescribe.

Section 5. The Secretary shall insure that minutes are taken at all Board and membership meetings, shall keep all records of PFC, and shall be responsible for the correspondence of the Board. The Secretary shall make all minutes and other records available for inspection by members, except where prohibited by law. In advance of the annual membership meeting and special membership meetings, the Secretary shall prepare a definitive list of all members of PFC and shall be responsible for notifying members of the meeting. In case of the absence of or disability of the Secretary, or if the Board shall not have a Secretary, all of the duties of the Secretary may be performed by another member of the Board.

Section 6. The Treasurer shall insure that appropriate records of financial transactions are kept, that appropriate reports are filed when necessary, and that books are available for member inspection. The Treasurer shall, in general, perform all of the duties incident to the office of Treasurer, subject to the control of the Board. The Treasurer shall present a financial report to the membership at the annual membership meeting.

Section 7. Except as the Board may generally or in particular cases authorize the execution thereof in some other manner, all deeds, releases, transfers, contracts, and bonds shall be signed by the President and the Treasurer.

Section 8. Any officer may be removed from office by a vote of two-thirds (2/3) of all Directors at any regular or special meeting of the Board. Grounds for removal include nonfeasance, malfeasance, or conduct detrimental to the interest of PFC. The officer involved shall receive at least five days advance notice of the meeting at which this issue will be considered and shall be entitled to appear before and be heard by the Board.

Section 9. The Clerk of PFC shall be a member of the cooperative and a resident of Maine. The Clerk shall be appointed by the Board and shall serve until replaced by the Board. If the office of the Clerk becomes vacant for any reason, the Board shall promptly choose a replacement and notify the appropriate state agency. The Clerk shall have only those duties established by statute for corporate clerks or specifically delegated by the Board.

Article VII: Allocation and Distribution of Net Savings

Section 1. PFC will annually allocate and distribute savings in the following order, as prescribed by state statutes:

1. The PFC shall allocate at least 10% to the reserve fund for the conduct of business until the reserve fund equals at least the half the paid-up capital.
2. The PFC may offer a return on capital of up to 6%.
3. A portion of the remainder shall be allocated to an educational fund used for teaching cooperation. A portion of the remainder may also be allocated to funds for the general welfare of the members.
4. The remainder shall be returned to all patrons in proportion to their individual patronage in the manner prescribed by state statutes.

Article VIII: Fiscal Year

Section 1. The fiscal year of the PFC shall be fixed by resolution of the Board.

Article IX: Indemnification

Section 1. The PFC will indemnify any person against any suit or proceeding taken against them because she or he is or was a Director, officer, agent, or employee of the PFC as long as it is confirmed that this person has acted in good faith in the reasonable belief that her or his action was in the best interests of the PFC and believed her or his conduct was lawful.

Article X: Amendments

Section 1. The Articles of Incorporation may be amended in accordance with the procedures specified in the Articles of Incorporation, Section XI.

Section 2. The Bylaws may be amended by a two-thirds (2/3) majority vote of the members in good standing present and voting, voting by proxy, plus the number of ballots mailed in by absent members in good standing.  This may happen as specified in Arcticle IV section 1-3.