Island City Food Co-op Bylaws


Adopted January 15, 1981  
Revised May 7, 1990; March 11, 1991; April 28, 1998; May 22, 2002; June 20, 2012; June 12, 2017,June 22, 2023
 
ARTICLE I Name
The name of this organization shall be Island City Food Co-op INC.  This organization shall be a consumer cooperative.
ARTICLE II Mission Statement
Our mission at the Island City Food Co-op is to provide a wide variety of wholesome additive free foods, specialty foods and supplements to Cumberland and the surrounding communities at affordable prices.  Our pursuit is to provide the consumers, who are concerned with personal health and well being, the products, service, and education that they seek. We strive toward building and nurturing long-term relationships with customers and members, regardless of race, sex, income, age or religion, through service and support.  We dedicate ourselves to maintaining an environment that encourages personal growth and long-term stability of the cooperative.
 
ARTICLE III Membership

1. Any household may become a member of the Island City Food Co-op by paying the annual membership fee.  Membership begins in the month of payment and continues for 12 months. A membership includes all persons residing at the same address.
2. Membership fee  shall be reviewed by the board and changes made as needed. Membership will be notified.
3. No refund of membership fees shall be made
4. Members will receive a daily patronage discount on select items.  Daily discounts will be issued in place of patronage refunds.  Percentage of discount will be reviewed by the board of directors after ensuring that all other financial needs of the cooperative have been determined.
5. All members shall receive special pricing benefits on bulk orders.
6. Members 60 years old and over receive an additional discount on select items on Mondays.  At least one member of the household must be 60 years old to qualify.  Percentage of discount for seniors will be determined by the board of directors.
7. Each household is entitled to one vote at Annual or Special Membership meetings.
8. Non-members may do business with the Island City Food Co-op but will not receive a discount on purchases.

 
ARTICLE IV Member rights and Responsibilities

1. Electing the board of directors
2. Reviewing reports on financial performance at the annual meeting.
3. Running for the board of directors (unless employed by the co-op)
4. Access [website] to a copy of the Bylaws
5. Voting for changes in the Articles and Bylaws as proposed by the board of directors.
6. Attending membership meetings
7. Participating in occasional member surveys.

ARTICLE V Meetings of Members

1. An annual meeting will be held for all members.  At the meeting the members shall:
   1. Determine if quorum is met.
   2. Read the minutes from prior annual meeting.
   3. Present yearly financial reports to those present.
   4. Report from the Board of Directors and the manager to include review of past performance and future plans.
   5. Vote on changes to Bylaws or policies if needed. Each household shall be entitled to only one vote.
   6. Discuss new business.
   7. Election of directors
2. Special membership meetings may be called by the majority of board of directors or by petition of 10% of the membership. Notice for special meetings will be emailed or mailed.
3. The annual meeting will be held within  four months of the fiscal year end, March 31. The Board of Directors shall have the power to  change the date of the fiscal year end if it is needed to benefit the cooperative.
4. All members will be notified individually of the date, time, place and general purpose of the annual meeting at least two weeks in advance.  The co-op uses email as the official method of notification of co-op business.  If no email address is provided or available, the USPS will be used. A financial statement shall be provided in writing to each member present at the annual meeting or upon request.
5. A quorum for any properly called annual or special membership meeting shall consist of 8 members.
6. Members may vote by proxy on business matters of the co-op as deemed appropriate by the board of directors.  Proxy votes must be received at least 2 days before the scheduled meeting.  No household shall vote more than one proxy.

 
ARTICLE VI Board of Directors

1. The board shall consist of a minimum of five members plus one alternate.  The alternate shall attend monthly meetings.
2. Employees are not eligible to serve on the board.  No board member may come from the same household as an employee.  No two board members may come from the same household or family.
3. Directors must be a member.
4. Each board member shall serve on a two year term, and no more than two consecutive terms.  On even-numbered years three board members will be elected, and on odd numbered years two board members will be elected.  No director, after having served for 2 consecutive full terms, shall be eligible to success him/herself, but after a lapse of 1 year, shall be again eligible. (If necessary, the board can make an exception to the above ruling).
5. Positions of: President, Vice President, Secretary and Treasurer shall be voted on by the Directors themselves at the first Board meeting following the Annual Membership Meeting.
6. Regular meetings of the board of directors shall be held monthly if necessary with a minimum of 6 meetings in a year.  No meeting shall be held in December unless the board determines its importance.  All meetings of the Board of Directors and of all committees shall be open to the membership except in cases where confidential personnel matters are considered.
7. Date and time of the board meeting shall be posted at least one week in advance.  Notice will be posted on the co-op entry door and e-mail.
8. Board meeting minutes shall be posted in the food co-op behind the cash register.
9. Vacancies on the Board shall be filled by the alternate board member until the next annual meeting.  Additional vacancies on the Board shall be filled on an interim basis by appointment of the Board until the next membership meeting, at which time a permanent replacement shall be elected by a majority of those present providing a quorum exists.  The vacancy filled by the alternate does not count towards the term limitation.
10. A quorum for the Board meetings shall be (3) Directors.

 
ARTICLE VII Duties of Board of Directors

1. The board of directors shall have the power to make policy decisions subject to review and possible change by the general membership at the annual or special meetings.
2. Directors shall research legal matters related to policies affecting the cop-op if needed. Directors will help with special events if needed.
3. The board of directors shall have power to employ, define duties, set compensations, benefits as well as supervise the manager. If the board is dissatisfied with the way the cooperative is conducting its affairs, it should exercise its authority to replace the manager, but it should not take on the manager’s responsibilities.
4.  The Board of Directors shall support the Store Manager with training opportunities, suggestions and discussion of issues as they arise.
5. The Board of Directors will determine the wages for employees.
6. The board shall have the authority to appoint committees so its work load can be handled efficiently.  But the board must be careful not to abdicate all board responsibility to the executive committee.
7. The board of directors shall select one or more banks to act as depositories of the funds of the cooperative and shall select the person or persons with the power to sign such checks issues from that bank. The board will select the manager as the primary person to sign checks.
8. The Board of Directors shall have the power to set financial reserves, and set member discounts.
9. Removal of directors.  Whenever any director shall fail to meet the qualifications as described in Article IV, or fails to attend 4 (four) consecutive board meetings, either regular or special, without just cause and provided that notice of such meetings has been given in accordance of these bylaws, then it shall be the duty of the board to remove said director and to fill the vacancy in accordance with Article VI 9.  If just cause is provided and a desire to remain on board is given, the removal may not be enforced.

ARTICLE VIII Duties of Officers and Manager

1. President – The president shall
   1. Preside over all meetings of the cooperative and of the board of directors
   2. Call special meetings of the board of directors
   3. Appoint such committees as the board of directors may deem advisable for the proper conduct of the cooperative; and
   4. Perform all acts and duties usually performed by a presiding officer.  The president shall sign all notes, deeds, other conveyances when an officer is required to sign. In the absence of the president, the manager has the authority to sign such legal papers except for deeds and legal papers relating to lending institutions. In this case, the vice-president shall sign.
2. Vice President – the vice president shall
   1. Perform the duties of the president in the absence of the president; however, that in case of death, resignation, or disability of the president, the board of directors may declare the office vacant and elect any eligible person president.
   2. In the absence of the president, the vice president may sign legal forms that require an officer’s signature.
3. Secretary – the secretary shall
   1. Keep a complete record of all meetings of the cooperative and of the board of directors
   2. Have general charge and supervision of the records of the cooperative
   3. Take the minutes of all meetings, make them available to the manager and prepare them for presentation on the bulletin board behind the check-out area within one week of the next meeting.
4. Treasure
   1. The treasurer will have knowledge of preparation of payroll for the staff in the case of an absence or disability of the general manager.
   2. After the election of officers, the treasurer will be shown the details of using Intuit for payroll.
   3. The treasurer may designate a person to fill in with payroll duties if necessary.
   4. The treasure shall not be responsible for the keeping and disbursing of all monies of the cooperative.
   5. In the absence of the secretary, the treasurer shall be responsible for taking the minutes of the meetings.
5. General manager – the general manager shall
   1. Be responsible for day to day store operations
   2. Have the power to make operation and purchasing decisions
   3. Oversee the receipt and disbursement of all funds of this cooperative
   4. Properly maintain all business records and accounts
   5. Ensure that complete and accurate records of all financial transactions and business matters are kept
   6. If capable, the manager will prepare monthly and quarterly tax forms for the IRS and State of Wisconsin.  The manager is responsible for providing the accountant with financial reports for the annual income tax preparation.
   7. Determine the resale margins for all products and services
   8. Handle and account for all monies belonging to this cooperative which come into his/her possession subject to policies and guidelines approved by the Board of Directors.
   9. Employ and discharge employees subject to policies and guidelines approved by the board.
   10. Prepare and issue the payroll checks
   11. Have the authority to sign legal forms if the President of the Board is not present.
   12.  Limit of $500 for equipment  or non emergency spending. All expenditures over $500  must be approved by the board of directors.

 
ARTICLE  IX  Limited liability of Directors and Officers
A director or officer is not liable to the cooperative, its members, stockholders, or creditors, or any person asserting rights on behalf of the cooperative, its members, stockholders, or creditors, or any person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of or failure to perform any duty resulting solely from his/her status as a director or officer, unless such person asserting liability proves that the breach or failure to perform constitutes any of the following:

1. A willful failure to deal fairly with the cooperative, its members or stockholders in connection with a matter in which the director or officer has a material conflict of interest.
2. A violation of criminal law, unless the director or officer had reasonable cause to believe his/her conduct was lawful or no reasonable cause to believe his/her conduct was unlawful.
3. A transaction from which the director or officer derived an improper personal profit.
4. Willful misconduct.

ARTICLE X Fiscal Matters
       1. The Fiscal year of this cooperative shall end on March 31.The income tax Form 1120 must be filed by July 15 of each year. The Board of Directors shall have the power to change the date of the fiscal year if needed to benefit the cooperative.
       2.    Borrowing.  The Board of Directors shall have the power to authorize and approve the borrowing of money and the pledging and mortgaging of any or all of the assets of this cooperative as security for the sums so borrowed.
 
ARTICLE XI Insurance

1. This Island City Food Cooperative shall purchase and maintain liability insurance covering liability for accidents to all employees and the public as well as business insurance for property which may be in the possession of the cooperative or stored by it.
2. Certificate of liability insurance will be required on all contractors.

 
ARTICLE XII Accounting
The Board of Directors shall have installed an accounting system which shall be adequate to meet the requirements of the business and shall require proper records to be kept of all business transactions.  This may include Quick Books and Intuit Payroll service.
 
ARTICLE XIII Ratifications and Amendments

1. These bylaws become binding on the organization when passed by the board and approved by two thirds of the members present at an annual or special called meeting, providing a quorum exists.
2. Proposed amendments to these bylaws may be submitted to the membership and altered or amended and become binding when approved by two thirds of the members present at an annual membership meeting or special meeting, providing a quorum exists. Proxy votes may be counted if returned by mail or dropped off at the co-op and received at least 2 days before the meeting.

 
ARTICLE XIV Dissolution and Property Interest of Members
                Procedure to be followed if the cooperative goes out of business: The remains of the assets will be given to a charitable organization determined by the board of directors after all debt is paid.