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Madison, Wisconsin
Section 1: Articles of Incorporation
The provisions of the Articles of Incorporation of this Cooperative are hereby made a part of these By-Laws.
Section 2: Fiscal Year
The fiscal year of this Cooperative shall end on June 30th of each year.
Section 3: Annual Meetings
(A) The annual meeting of the Cooperative shall be held at the principal place of business of the Cooperative or at any other place conveniently located within the area served by it at such times as the Board of Directors shall determine, which meeting shall be held within six (6) months after the close of the fiscal year at the call of the President or Board. Special member meetings may be called by the President, Board, or members having one-fifth of the votes entitled to be cast at such meeting.
(B) Notice of all meetings shall be given to all members at least seven (7) days, and not more than thirty (30) days prior to the date of the meeting. Such notice shall be mailed to the last known address of each member, or may be included with the member's paycheck, provided that the member has worked during the pay period for which the check is issued.
(C) Any member may call a special membership meeting by creating a petition calling for such that is signed by 20% of the members entitled to vote at said meeting. This petition must also state clearly what the purpose of the meeting is. This petition must then be given to the Board President or acting president who must call said member meeting according to paragraph B of Section 3.
Section 4: Quorum
A quorum at a member meeting shall be twenty percent (20%) of the members. Each member shall have one vote, and proxy voting shall not be allowed.
The Board of Directors may provide for a mail ballot on specific questions submitted for a vote of the membership. In addition, at any regular or special meeting legally called, a written and signed vote by any absent member may be submitted if such member has been previously notified in writing of the exact motion or resolution upon which the vote is taken.
Section 5: Number of Directors, Alternate Directors and Terms
(A-1) The initial Board of Directors shall consist of nine (9) persons to be selected by the incorporators of the Cooperative. All Directors and Alternate Directors shall be members of the Cooperative. The initial Board of Directors shall serve until the first regular shareholder's meeting following the end of the June 30, 1980 fiscal year. At that time, all the terms of the initial Board of Directors shall expire.
(A-2) Election Procedures for Directors and Alternate Directors. The election of Directors and Alternate Directors shall be conducted at a meeting of the membership by means of an anonymous secret ballot or absentee ballot bearing the voter’s signature. Absentee ballots shall remain private, and only the persons tabulating the vote shall verify the signature and validity of said ballot. The ballots of said Membership meeting for the election of Directors or Alternate Directors shall be tabulated by a neutral third party selected by the Elections Committee. Directors and Alternate Directors shall be selected by a plurality of the vote. The Board of Directors shall determine the procedures for the conduct of elections. The Board of Directors shall select an Election Committee to conduct elections of Directors and Alternate Directors.
(B-1) Directors. The Board of Directors shall consist of nine (9) persons who shall be members of the Cooperative. The terms of the Directors shall be three (3) years. At the first meeting of shareholders following the end of the June 30, 1980 calendar year, nine (9) Directors shall be elected. Following this election, the Directors shall draw lots to determine which Directors shall serve for terms of one (1 ) year, for two (2) years, and for three (3) years. Thereafter, as nearly as possible, the terms shall be so arranged that an equal number of Directors is elected each year.
(B-2) Alternate Directors. There shall be three (3) Alternate Directors. The terms of the Alternate Directors shall be one (1) year. Alternate Directors shall be elected within one month of the general Board of Directors election on a separate ballot and nominating procedure. Following the election, the highest vote-getter shall be the First Alternate Director, the second highest vote-getter the Second Alternate Director and the third highest vote-getter the Third Alternate Director. Alternate Directors shall not have a vote at Board meetings unless they are replacing a Director in accordance with Section 5 (B) (3) of these By Laws.
(B-3) Vacancies and Absences Alternate Directors may substitute for Directors who are absent for a regular or special Board meeting. The Board of Directors shall establish procedures for filling absences at meetings. Vacancies on the Board shall be filled by the Alternate Directors in the order of their election (First Alternate, Second Alternate, Third Alternate) until the next annual meeting. In the event that more vacancies occur than there are Alternate Directors, vacancies on the Board shall be filled by the remaining Directors until the next annual meeting. Directors shall hold office for the terms for which elected or until their successors are elected and qualified.
(C) Directors and Alternate Directors must be members of the Cooperative. Should a Director or Alternate Director cease to be a member in the Cooperative as provided in the Articles of Incorporation, his or her office shall automatically become vacant.
(D) Any Director or Alternate Director of the Cooperative may, for cause, at any annual or special meeting called for the purpose at which a quorum of the members are present, be removed from office by vote of the majority of the members present. Upon failure of a Director or Alternate Director to attend three consecutive regular meetings of the Board, his or her term of office shall automatically expire at the annual meeting, and the vacancy shall be filled by election as provided herein. No Director or Alternate Director shall be removed from office at either an annual or special meeting unless he or she shall be informed of the meeting at which the matter is to be considered at least ten (10) days before such meeting. Such notice shall be by registered mail addressed to him or her at his or her last known address, and he or she shall be entitled to be heard at such meeting, except a Director or Alternate Director may be removed for failure to attend the required number of Board meetings without notice. In case of such a removal, the members shall fill the vacancy for the unexpired terms of such Directors, and such election may be held at the same meeting at which the Director was removed from office.
Section 6: Meetings
(A) Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors, by proper resolution duly adopted and recorded upon the minutes, shall from time to time determine. Special meetings of the Board of Directors may be called by the President, Manager, or by a majority of said Board. No business except that mentioned in the call for a special meeting of the Board of Directors shall receive final action at said meeting. A majority of Directors shall constitute a quorum at all meetings of the Board and a majority vote of the Directors present shall decide all questions.
(B) Three days notice of Directors' meetings shall be given, unless waived in writing by all Directors, or all Directors consent by attending a meeting. Compensation, if any, of the Directors or Alternate Directors shall be determined by the members at the annual meeting, or at any special meeting.
Section 7: Officers Election
At the first meeting following the annual meeting of members, the Board of Directors shall elect a President and Vice President from among their members. They shall elect a Secretary and Treasurer, who need not be a member of the Board, or may, in their discretion, combine the office of Secretary and Treasurer. All such officers shall hold office for a term of one year, or until their successors have been elected and qualified. Such officers may be removed by the Board and successors elected at any Board meeting.
Section 8: Duties of Officers
The officers shall perform such duties as are ordinarily assigned to such officers in the normal course of business. The President and Secretary shall have authority to sign all documents within the scope of the implied or express authorization of the Board of Directors, the Cooperative Law, and the Articles of incorporation and By-Laws of this Cooperative. The Secretary and Treasurer shall perform the usual duties of those offices. The Vice President shall sit as President in the absence or disability of the President. The Manager, at the discretion of the Board, may be elected as an officer, but not a member of the Board.
Section 9: Conduct of Business; Manager
The Board of Directors shall have general jurisdiction over business affairs of the Cooperative and make all necessary rules and regulations not inconsistent with law, the Articles, and these By-Laws. They may employ a manager, determine his or her duties, and fix his or her compensation. The Manager and other employees handling funds of the Cooperative shall be covered by bond for the faithful performance of their duties, in such amounts as is required by the Board. Books of account of the Cooperative shall be reviewed and reported on at least once each year by certified public accountants selected by the Board. Regular reports of the affairs of the Cooperative shall be made to the Board as required by Board policy.
Section 10: Indemnification By Law
Each Director, Alternate Director, officer, employee or agent of the Cooperative now or hereafter serving as such, shall be indemnified by the Cooperative against any and all claims and liabilities including reasonable settlements to which he or she has or shall become subject by reason of serving or having served in such capacity, or by reason of any action alleged to have been taken, omitted, or neglected by him or her as such Director, Alternate Director, officer, employee or agent; and the Cooperative shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his or her own willful misconduct or gross negligence.
Any questions as to the above rights and responsibilities shall be finally resolved by Directors not a party to the claim, the shareholders or an opinion by independent counsel.
A Corporation shall have power to purchase insurance covering such liability and expense, whether or not it could have power to indemnify such Director, Alternate Director, officer, employee or agent under law, contract or by this By-Law.
It is intended reasonable advances may be made on such indemnity, and that the burden of proof of lack of entitlement be on any objector. If any part of these provisions shall be held ineffective, this shall not affect the balance, and in no case shall indemnification be less than provided or permitted to the full extent of the law.
Section 11: Capital Stock
(A) Certificates of capital stock shall be issued when fully paid for. Each certificate shall state the par value of such stock, the number of shares represented, the name of the person, firm, or corporation to whom issued, and shall bear the signature of the President and Secretary or Treasurer and Seal of the Cooperative. Shares shall be issued in numerical order from the stock certificate book, and a record shall be kept on the stub thereof or in a separate ledger. Certificates shall state the class of stock issued and have printed thereon the relative rights, preferences, and restrictions on said shares, as set forth in the Articles of the Cooperative. Each certificate shall have printed thereon a statement that it shall be transferable only on the books of the Cooperative, in person or by Attorney, on surrender of the certificate, with the consent and approval of the Board of Directors, and that the Cooperative retains the right to purchase or recall such certificate, and that it is subject to any indebtedness owing the Cooperative by the holder thereof.
(B) Before a new certificate is issued, the old certificate must be surrendered for cancellation, which certificate shall then be marked "Canceled" and attached to the stub from which it was detached, or kept in a separate file in numerical order, in which case there shall also be marked on the- stub thereof the word "Canceled" and the date. In case any certificate to be surrendered or transferred has been lost or destroyed, the Board of Directors may require such security or promise of indemnification as they deem necessary against any loss or damage by reason of issuing a new certificate or redemption of the lost certificate.
(C) In order to further the cooperative character of this Cooperative and provide a means whereby its current and active patrons will finance the Cooperative, this Cooperative is authorized to issue capital stock, and equity reserve or capital interest certificates, or any other media as determined by the Board of Directors and as permitted by the laws under which the Cooperative is organized, evidencing the patronage refunds received by the Cooperative from other cooperatives, deductions made pursuant to agreements, or the patronage refunds of this Cooperative which are in whole or in part declared, paid, allocated, or distributed at the end of each fiscal year.
(D) Funds and credits arising from the issue of such stock or certificates or other media may be used for creating a revolving fund for the purpose of building up such an amount of working capital and such an interest in other wholesale or central cooperatives as this Cooperative may from time to time deem necessary, and for revolving such capital; and such funds, or funds derived by the Cooperative from any other sources, whenever the Cooperative determines that all of such funds are not necessary for the proper financing of the operations of the Cooperative, shall be devoted to retiring capital stock, liquidating equity reserves or capital interest certificates of indebtedness or any other media previously issued to evidence patronage refunds. If the Cooperative determines that funds are available for that purpose, all or any capital stock, certificates of indebtedness or interest, or any other media shall be retired in full or on a pro rota basis in the manner provided in the Articles of Incorporation.
(E) The books and records of the Cooperative shall be kept on a fiscal year basis and in such manner that the patronage refunds of each patron of the Cooperative may be ascertained at any time. Whenever the Cooperative determines that its capital and reserves are in excess of the amount reasonably necessary for its operations on a sound financial basis, such excess, or so much thereof as shall be deemed proper by the Cooperative, shall be applied to retiring capital and reserve contributions of patrons.
(F) Notwithstanding the provision of Section 1 of these By-Laws, the Board of Directors, at its discretion, shall have the power at any time upon the death of any patron, if the legal representatives, or his or her heirs, shall request in writing that the capital credited to any such patron be retired under the provisions of these By-Laws, to retire capital credited to any such patron for cash or other securities at such time and upon such conditions as the Board of Directors may determine.
(G) Any distribution of proceeds, redemption or retirement of capital, which remains unclaimed six (6) years after the date authorized for retirement or payment in cash or other property, shall be paid or distributed in such manner as is provided for under the terms of the Wisconsin Statutes in effect at that time for the disposition of unclaimed funds.
Section 12: Dissolution
Upon dissolution or liquidation of the Cooperative, the debts and liabilities of the Cooperative shall first be paid according to their respective priorities. Stockholders shall then be paid the par value of their shares and if there is more than one class of stock, payment shall be made in the order of preference as stated in the Articles. The remainder of the property, if any, shall be distributed among the patrons and Common Stockholders in accordance with their interests in the reserves and surplus as shown on the records of the Cooperative.
Section 13: Allocation and Reserves*
(A) All sums received for goods or services procured by members, and all sums received for services performed by members, and all sums received as patronage refunds from other cooperatives, and any and all sums received from any other source whatsoever shall be deemed to be gross receipts and shall be received and held by the Cooperative for and as the property of its members, subject to the deductions therefrom and distribution thereof hereinafter provided.
(B) The Cooperative shall deduct: (1) The actual cost of operations, distribution and other services procured by members. (2) The actual cost of services performed by members. (3) All other necessary expenses. (4) Reasonable amounts for valuation reserves such as reserves for depreciation of physical property, doubtful accounts, etc. (5) Employee deferred compensation payments and contributions to employee pension or profit sharing plans, if any.
The balance of said gross receipts remaining after said deductions, calculated upon a fiscal year basis, shall be deemed to be annual savings (net proceeds). That portion of the annual savings (net proceeds) which is not distributable as a patronage refund shall be used to pay dividends on preferred stock, if any, declared by the Board of Directors. The balance of said non-distributable annual savings (net proceeds) if any, shall be added to the capital reserve. If the portion of the annual savings (net proceeds) which is not distributable as a patronage refund is insufficient to pay dividends, if any, on preferred stock, such deficiency shall be made up out of the annual savings (net proceeds) which would otherwise be distributable as patronage refund.
(C) The Board of Directors may set aside such part of the annual savings (net proceeds) not exceeding fifteen percent (15%) as it may deem advisable for the purpose of creating a capital reserve (surplus), but only to the extent that the non-distributable savings, after the payment of dividends, shall be less than fifteen percent (15%) of the aggregate annual savings (net proceeds).
Whenever the capital reserve shall equal fifty percent (50%) of the paid up capital, the Board of Directors shall not set aside any of the distributable savings (net proceeds) in the capital reserve.
(D) The Board of Directors may set aside a sum not to exceed five percent (5%) of the annual savings (net proceeds) as an educational fund which shall be used for the purpose of promoting and encouraging cooperative organizations.
(E) The Board of Directors may grant a bonus to employees who are in the employ of the Cooperative at the time of apportionment of proceeds, which bonus shall be based in amount upon the amount of compensation received by said employees during the year, at a rate not to exceed the rate of patronage distribution to members, which bonus may be paid either in cash or in the capital stock of the Cooperative.
(F) All of the annual savings (net proceeds) then available for distribution and not distributed as dividends on stock, shall belong to and be held for the members of the Cooperative, and shall be distributed annually to said members as a patronage refund on the basis of their respective patronage as hereinafter provided. There shall be no distinction between persons entitled to the remaining net proceeds.
(G) For purposes of determining patronage, the contribution of members who own a fully paid share of the common stock of the Cooperative and who are paid on a salaried or hourly basis for office, dispatch, maintenance and other services shall be recognized on the same level as the drivers and other members.
Therefore, the basis for patronage shall be that sum reported annually to the Internal Revenue Service by the Cooperative as wages, tips, and other compensation subject to tax.
Section 14: Enactment, Amendment & Repeal of By-Laws
By Laws may be enacted, amended, or repealed at any meeting of the Cooperative by a vote of three-fourths majority of the members voting, unless otherwise provided by law. Any and all proposed changes of the By-Laws shall be included in the notice of the Cooperative meeting given to all members as described in Section 3 of these By-Laws.
Section 15: Consent to Patronage Distributions
Each member of this Cooperative as of the effective date of this By-Law who continues as a member after such date, and each person who shall after this date become a member shall, by such act alone, consent that the amount of any distributions with respect to this patronage occurring in any fiscal year of the Cooperative beginning after December 31, 1983, and which are made in written notices of allocation (as defined in 26 USCA 1388), and which are received by said member of the Cooperative, will be taken into account by said member at their stated dollar amounts in the manner provided in 26 USCA 1385 (b), in the taxable year in which such written notices of allocation are received by said member.
Section 16: Membership Meeting Resolutions
(A) Any resolution passed by the membership at any membership meeting or by any other means permitted by these By-Laws, shall be a directive to the Board requiring that the Board consider such resolution at the next Board meeting following the passage of such membership resolution, and the vote of the membership on such resolution shall indicate the membership's recommendation to the Board.
(B) The membership may require the Board to reconsider a resolution the Board has previously passed, according to the following procedure:
(1) A meeting must be called according to the procedures in Section 3 of these By-Laws.
(2) For at least seven (7) days prior to this meeting the posted agenda for such meeting must state that a membership vote to require Board reconsideration will be taken at the meeting AND the agenda must identify the Board resolution about which the reconsideration vote will be taken.
(3) The membership resolution requiring Board reconsideration must pass by at least a 2/3 vote of all members at the meeting.
At a Board meeting where a Board resolution is reconsidered because of the above procedure, the Board shall allow at least one non-Board member, who favors Board reconsideration, to address the reasons for requiring reconsideration.
Annotations
- Amended 1995 (alternate directors)
- Amended 1997 (fiscal year)
- Amended 2001 (election procedures for directors)
- Amended 9/17/2006 (allocation and reserves)
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