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Bylaws of {Org.Name.Full}

• ARTICLE 1 - Membership
  
  1. Classes of Members
     The Cooperative shall have one class of Members.
  2. Becoming a Member
     To become a Member of this Cooperative, a person must:
     1. Be a resident of California;
     2. Pay an Initial Capital Contribution; the amount of the Initial Capital Contribution will be determined by the Board of Directors;
     3. Work for the Cooperative for 650 hours or six months, whichever period is longer; this period of time is called the “Candidacy Period;”
     4. Be approved by the existing Members, by means of the process described in Section 1.3; and
     5. Receive a copy of the Cooperative's Disclosure Statement, Bylaws, and a receipt for payment of the Initial Capital Contribution.
  3. Acceptance of Members
     The application review and approval process for a Prospective Member is as follows:
     1. The Board of Directors or an empowered hiring committee shall receive the membership application from a Prospective Member and shall submit it to the Members for approval.
     2. The Members shall then decide by the decision-making process described in Section 5.1 whether to approve the application.
     3. If the application is not approved, the applicant’s employment shall be immediately terminated, unless the Members choose to specify a further Candidacy Period to be followed by a second decision of the Members on whether to approve the application.
     4. Upon approval of the application, and meeting the qualifications listed in Section 1.2, the applicant shall immediately become a Member.
     5. The Cooperative may waive the Candidacy Period and renew a former Member’s Membership immediately by a 75% vote of all the Members.
  4. Members May Not Transfer Their Memberships
     No Member may transfer her or his Membership or any right arising from that Membership. Any attempted assignment or transfer of Membership shall be void, and will not confer rights on the intended assignee or transferee.
• ARTICLE 2 – Termination of Membership
  
  1. Resignation of a Member.
     
     1. Every Member has the right to resign from the Cooperative.
     2. When a Member resigns from the Cooperative his or her Membership will be terminated.
     3. To resign from the Cooperative, a Member must provide the Secretary of the Cooperative with a written notice of resignation. The resignation shall become effective immediately without any action on the part of the Cooperative. The individual who resigned from the Cooperative will not be allowed to work for the Cooperative for one month following voluntary termination of Membership unless her or his Membership is renewed by the Cooperative.
     4. If a Member resigns, he or she is still responsible for any charges, dues, or other obligations that the Member owes to the Cooperative. The Cooperative shall still have the right to enforce any such obligation or obtain damages for its breach.
  2. Death of Member
     A Membership shall immediately terminate upon the death of a Member.
  3. Expulsion of a Member
     No Member may be expelled or suspended except according to procedures satisfying the requirements of this section:
     1. A Member may, for any lawful reason, be expelled from the Cooperative by a vote of 75% or greater of the Members at a duly called meeting at which a quorum is present.
     2. The Member must be given 15 days’ prior notice of the expulsion, suspension, or termination, and the reasons for that expulsion, suspension, or termination.
     3. The Member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of expulsion, suspension, or termination, by a person or body authorized to decide that the proposed expulsion, termination, or suspension not take place.
     4. Any notice required under this section may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last address of the Member shown on the Cooperative’s records.
     5. A Member who is expelled or suspended shall be liable for any charges, dues, or other obligations incurred before the expulsion, suspension, or termination.
     6. The Cooperative may direct a Member whose expulsion is being considered to refrain from conducting business as a Member until the expulsion decision is made, provided the Cooperative pays the Member her or his average weekly wage or compensation – calculated based on the three months preceding the date of the notice given pursuant to this section – until the expulsion decision is made. The Cooperative may also direct a Member whose expulsion is being considered to stay away from the Cooperative’s places of business except as necessary to exercise her or his rights under law
• ARTICLE 3 – Member Meetings
  
  1. Distinction between Member Meetings and Director Meetings
     All Members are elected Directors of the Board when they become Members. Meetings of the Members in their capacity as Members shall be governed by this Article 3. Meetings of the Members in their capacity as Directors shall be governed by Article 4. Except as required by law or these Bylaws, votes are cast as Directors rather than as Members. The following acts require voting as Members, rather than as Directors:
     1. Acceptance of Members;
     2. Expulsion of Members;
     3. Election of Directors, if applicable; and
     4. Bylaw changes that would:
        1. Materially and adversely affect the rights or obligations of Members as to voting, dissolution, redemption, transfer, distributions, patronage distributions, allocations, patronage, dividends, property rights, or rights to repayment of contributed capital;
        2. Increase or decrease the number of Members authorized in total or for any class;
        3. Effect an exchange, reclassification or cancellation of all or part of the Memberships;
        4. Authorize a new class of Memberships;
        5. Specify or change the maximum or minimum number of Directors or change from a variable number of Directors to a fixed number;
        6. Increase the terms of Directors; and
        7. Increase quorum for meetings.
  2. Member Voting
     
     1. Each Member will have one vote on each matter submitted for a vote.
     2. If a vote requires that Members cast a written ballot, only Members that have been Members of the Cooperative for more than 10 days prior to the meeting date may be entitled to cast ballots.
     3. Cumulative voting shall not be permitted for any purpose.
     4. Proxy voting shall not be permitted for any purpose.
     5. Unless otherwise specified, all votes shall be conducted using the modified consensus process in Article 5.
  3. Annual Members Meeting.
     
     1. The Annual Members Meeting shall be held on the first Thursday in November at 7:00 pm at the Cooperative’s main office.
     2. At this meeting, the Members shall elect all of the Members to the Board (unless there are fewer than three Members in which case the Members shall elect the number of non-Member Directors required to bring the number of Directors to three). The Members shall also elect Officers and conduct any other proper business.
     3. If the bylaws are amended to change from a variable to fixed number of Board Members (e.g., the Members vote to have seven Directors instead of having all Members serve as Directors), Board elections shall be held at the Annual Members Meeting, and these Bylaws shall be amended to provide for reasonable election procedures and procedures for the removal of Directors.
     4. If the meeting falls on a holiday it should be held at the same time/place the following business day.
  4. Special Member Meetings
     
     1. Special meetings of the Members for any lawful purpose may be called by the Board, President, Secretary, or by at least 5% of the Members.
     2. The procedure for calling a special Members meeting shall be as follows:
        1. The person(s) requesting the special meeting shall submit a written request to the Cooperative addressed to the attention of the President or Secretary;
        2. Within 20 days after receipt, the President or Secretary shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time fixed by the Board not less than 35 nor more than 90 days after the receipt of the request.
     3. Special meetings shall be held at the principal office of the Cooperative.
  5. Notice
     
     1. Whenever the Members are required to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each Member who, on the record date for notice of the meeting, is entitled to vote.
     2. The notice shall state the following:
        1. Meeting place, date, and time of the meeting;
        2. If applicable, the log-in or call-in information for telephone/video/web conference;
        3. In the case of a special Members meeting, the general nature of the business to be transacted, and that no other business may be transacted, or
        4. In the case of the regular Members meeting, those matters which the Board intends to present for action by the Members. The notice of any meeting at which Directors are to be elected shall include the names of the nominees.
     3. Notwithstanding the above, any of the following decisions, other than by unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal was stated in the notice of meeting or in any written waiver of notice:
        1. Removal of Directors;
        2. Election of a Director to fill a vacancy;
        3. Approval of a contract or other transaction between the Cooperative and one or more of its Directors, or between the Cooperative and any corporation, firm, or association in which one or more of its Directors has a material financial interest or is a Director;
        4. Amendment of the articles of incorporation; and
        5. Approval of a plan of distribution upon winding up of the Cooperative.
     4. Notice of a Members’ meeting or any report shall be given personally, by electronic transmission, or by mail or other means of written communication, addressed to a Member at the address of such Member appearing on the books of the Cooperative or given by the Member to the Cooperative for purpose of notice.
  6. Members Entitled to Notice
     A Member shall be entitled to notice of any meeting, so long as their Membership became official 30 days before the meeting date.
  7. Meetings Held Without Proper Notice
     
     1. Members not present: The transactions of a meeting, whether or not validly called and noticed, are valid if a quorum is present and each of the absent Members who is entitled to vote, either before or after the meeting, signs either: a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
     2. Members present: A Member's attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the Member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matter required to be included in the notice but not included, if an objection is made at the meeting.
  8. Use of Written Ballots at Meetings
     
     1. Written ballots will be used for the election of Officers and may be used for Directors, when applicable. Written ballots may also be distributed for other matters if the Board authorizes.
     2. Ballots for Officer and Director elections must:
        1. Be distributed at least 10 days before the annual meeting;
        2. Include the names of all nominees; and
        3. Include a space for write-in candidates.
     3. Other written ballots must:
        1. Describe the proposed action; and
        2. Provide an opportunity to approve or disapprove of the proposed action.
     4. All ballots shall specify:
        1. The number of responses necessary to reach quorum; and
        2. The deadline by which the ballot must be filled out and turned in, in order to be counted.
     5. When ballots are distributed at a meeting, the number of Members voting shall be considered present for the purposes of determining quorum with respect to the specific actions in the ballot.
  9. Quorum
     A majority of Members shall constitute a quorum at a meeting of Members. When a quorum is present, proposals shall be adopted using the modified consensus process as described in Section 5.1, unless otherwise required in the Articles or Bylaws.
  10. Loss of Quorum at a Meeting
      If there is a quorum present at the beginning of a meeting and then some Members leave so that less than a quorum remains, the remaining Members may continue to conduct business, as long as any actions they take (other than adjournment) reflect consensus of, or when voting is called for, at least three-fourths of the Members required to constitute a quorum.
  11. Adjournment for Lack of Quorum
      In the absence of quorum, a majority of present Members can vote to adjourn the meeting, and no other business may be transacted, except as provided in Section 3.10 above.
  12. Adjourned Meetings
      
      1. If a meeting is adjourned to a new time/place, Members may conduct any business at the new meeting that could have been conducted at the original meeting.
      2. If the new meeting is announced at the original meeting, no additional notice is required. However, if the new meeting is more than 45 days after the original meeting or if a new record date is fixed for the adjourned meeting, notice of the new meeting must be given to each Member entitled to vote at that meeting.
  13. Action Without Meetings
      
      1. Any action which may be taken at any regular or special Members meeting may be taken without a meeting if the Cooperative distributes a written ballot to every Member entitled to vote on that proposal.
      2. The written ballot shall set forth the proposal, provide the opportunity to specify approval or disapproval of the proposal, indicate the number of responses needed to meet quorum, the percentage of approvals necessary to pass the proposal; and provide a reasonable time within which to return the ballot.
      3. Approval under this section shall be valid only when:
         1. The Cooperative receives within the specified timeframe a number of written ballots that is at least equal to the quorum required for a meeting; and
         2. The number of approvals is at least equal to the number of approvals required at a meeting.
      4. The Secretary shall cause a vote to be taken by written ballot upon any action or recommendation proposed in writing by 20 percent of the Members.
• ARTICLE 4 – Director Meetings
  
  1. Directors and Board Composition.
     
     1. All Members shall serve on the Board of Directors.
     2. Only Members shall serve on the Board, except as provided in the next paragraph.
     3. There shall be no more than 40 and no fewer than 3 Directors on the Board with the exact number of Directors to be fixed, within the limits specified, by a vote of the Members. If there are fewer than 3 Members, the Member(s) shall elect non-Members to the Board, enough to bring the total number of Directors to 3.
  2. Terms of Directors
     
     1. The term of office of the Directors shall be one year or until the next Annual Member Meeting.
     2. At each Annual Member Meeting, the Secretary will propose that all Members be elected as Directors. If this proposal fails, the Directors will continue to serve until the Bylaws are amended to provide for a smaller Board and/ or a new election.
     3. Notwithstanding the above, a person whose Membership is terminated shall immediately cease to be a Director.
  3. Director Voting
     Directors shall vote using the modified consensus process described in Section 5.1.
  4. Notice of Board Meetings
     
     1. Regular meetings of the Board will be held the first Monday of every month at 7:00 p.m. at the principal office of the Cooperative. If the day fixed for the regular meeting falls on a legal holiday, the meeting shall be held at the same time on the next day.
     2. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally, by telephone, including a voice messaging system, or by electronic transmission by the Cooperative. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board.
• ARTICLE 5 – Decision-Making Process
  
  1. Modified Consensus Decision-Making Process
     
     1. Matters will be discussed with the goal of reaching consensus.
     2. If consensus cannot be reached, Members will vote on whether the issue must be decided at the current meeting or can be tabled for future discussion.
     3. If at least three-fourths of the quorum believe that an immediate decision is needed, voting will be held on proposals regarding the issue.
     4. The proposals can then be carried by a three-fourths vote, except as otherwise provided in these bylaws.
• ARTICLE 6 - Officers
  
  1. Titles of Officers
     
     1. Officers of the Cooperative shall be:
        1. A President,
        2. A Secretary,
        3. A Chief Financial Officer, and
        4. Any other Officer with a title and duties determined by the Board
     2. The President is the Chief Executive Officer of the Cooperative.
     3. One person may hold any number of offices, except the President and Secretary shall not be the same person.
  2. Duties of Officers
     
     1. Officers’ duties include those duties:
        1. Prescribed by law,
        2. Granted by these Bylaws, and/or
        3. Granted by resolutions of the Board.
     2. The Secretary must ensure that the Cooperatives’ records and reports are properly kept and filed.
     3. The President shall take on the duties of the Secretary if the Secretary is unable or unwilling to do so.
  3. Nomination and Election of Officers
     
     1. Any Member can nominate any Member, including himself/herself, for any office. Nominations shall take place at the Annual Member Meeting and at the preceding regular meeting.
     2. Officers shall then be elected at the Annual Member Meeting by written ballot, to serve one-year terms. The candidate receiving the highest number of votes for an office shall be elected.
  4. Resignation or Removal of Officers
     
     1. Officers can be removed by a vote of the Board.
     2. Any Officer may resign at any time with written notice to the Cooperative.
     3. Vacancies shall be filled at the next Board meeting.
• ARTICLE 7 – Financial Provisions
  
  1. Fiscal Year
     The fiscal year of the Cooperative is January 1st through December 31st.
  2. Definitions
     
     1. “Surplus” shall be defined as the excess of revenues over Expenses for a fiscal year attributable to Member labor.
     2. “Profit” shall be defined as the excess of revenues over Expenses for a fiscal year attributable to non-Member labor.
     3. “Loss” shall be defined as the excess of Expenses over revenues for a fiscal year.
     4. Surplus, Profit, and Loss shall be determined on a tax basis. Surplus and Profit shall not include cash contributions by Members to capital.
     5. “Expenses” shall include Distributions paid pursuant to Section 7.6, payments of any interest and principal on any debts of the Cooperative, and reasonable reserves as determined by the Board of Directors.
     6. The “Collective Account” shall be Surplus, Profit, and reserves that are retained in the Cooperative and not distributed to Members.
     7. “Patronage” shall be defined as hours worked by each Member for the Cooperative.
     8. “Patronage Dividends” shall have the definition contained in Internal Revenue Code Section 1388(a) (dividends paid to Members based on Patronage).
     9. “Member Account” shall be defined as each Member’s capital account in the Cooperative (initial capital contribution plus written notices of allocation minus Distributions minus Losses plus/minus any other item that affects the balance in the Member’s capital account).
     10. “Distribution” means the distribution of interest on capital contributed, but does not include Patronage Dividends.
  3. Allocations
     
     1. Any Profit shall be credited to the Collective Account.
     2. Any Surplus shall be credited to the Collective Account as necessary to bring the year’s contribution to the Collective Account up to 25% of the year’s combined Profit/Surplus. All other Surplus shall be paid as Patronage Dividends in direct proportion to Patronage during the fiscal year.
     3. Any Loss shall be allocated 75% to Member Accounts in direct proportion to Patronage during the fiscal year and 25% to the Collective Account, with the exception of Losses occurring and/or carried over from the Cooperative’s first two fiscal years, which shall be allocated 100% to the Collective Account.
     4. The percentages referred to in this section can be changed for a coming fiscal year by the Board.
  4. Patronage Dividends
     
     1. Patronage Dividends shall be made 50% in cash and 50% to each individual Member Account as a written notice of allocation, unless different proportions are approved by the Board within eight-and-a-half months of the fiscal year’s close – however, at least 20% must be distributed in cash.
     2. Patronage Dividends may be by qualified or non-qualified written notices of allocation or a combination of the two.
  5. Members’ Covenant to Declare Income for Tax Purposes
     Each Member shall take into account on his or her income tax return any Patronage Dividends which are made in qualified written notices of allocation (as defined in 26 U.S.C. Section 1388) at their stated dollar amounts in the manner provided in 26 U.S.C. Section 1385(a) in the taxable year in which the Member receives such written notices of allocation.
  6. Distributions of Interest on Member Accounts
     The Cooperative may, by a decision of the Board, pay interest to Members on the Members Accounts. The interest may be paid in cash or as an additional credit to the Member Accounts. The rate of interest shall be determined by the Board, but may not, in one year, exceed 15 percent of each Member’s contributed capital, which includes capital contributions, membership fees, and capital credits.
  7. Periodic Redemption of Member Accounts
     
     1. The Cooperative shall aim to pay out in cash to the Members all funds credited to their Member Accounts within three years of the date they were first credited.
     2. As a general rule, written notices of allocation credited to Member Accounts (including notices now converted to debt) will be paid out in the order in which they are credited, with the oldest paid out first. However, the Board can decide to accelerate the repayment of debt owed to former Members on a case-by-case basis.
     3. If the Cooperative does not have sufficient funds to pay out all funds credited to Member Accounts for a given fiscal year, then funds will be paid out in proportion to the balance in the Member Accounts.
  8. Payment Rights Upon Membership Termination
     
     1. When a Membership is terminated for any reason, including a Member’s death, the amount in the Member Account will automatically be converted to debt owed to the former Member, or, if necessary, to the Member’s estate, or to another assignee designated by the Member.
     2. The Cooperative shall repay the debt within five years of the Membership termination, with interest accruing at the discount rate – as set by the Federal Reserve Bank of San Francisco – plus two percent, on the amount outstanding at the end of each fiscal year.
     3. The Cooperative, in settling a Member Account, shall have the right to set off any and all indebtedness of the former Member to the Cooperative.
  9. Priority of Payments
     Notwithstanding anything else to the contrary in this Article, payments by the Cooperative shall be made in the following order of priority:
     1. First, to make payments of any necessary expenses related to the operation of the cooperative, including wages, and payments of any interest and principal on any debts of the Cooperative,
     2. Second, to pay Patronage Dividends to all eligible Members,
     3. Third, to pay Distributions to all eligible Members, and
     4. Fourth, to make periodic redemptions pursuant to Section 7.7.
  10. Dissolution Distributions
      
      1. Upon liquidation, dissolution, or sale of the assets of the Cooperative, any assets left after payment of all debts and Member Account balances shall be distributed to all persons who are current or living past Members in proportion to the number of hours each Member worked during the time he or she was a Member of the Cooperative.
      2. No distribution need be made to any person who fails to acknowledge the receipt of notice of liquidation in a timely manner. Said notice shall be deemed sufficient if sent by certified mail, at least 30 days before distribution of any residual assets, to the person’s last known business or residence address.
  11. Unclaimed Equity Interests
      Any proprietary interest in the Cooperative held by a Member that would otherwise escheat to the State of California as unclaimed personal property shall instead become the property of the Cooperative if the Cooperative gives at least 60 days prior notice of the proposed transfer to the affected Member by (1) first-class or second-class mail to the last address of the Member shown on the Cooperative’s records, and (2) by publication in a newspaper of general circulation in the county in which the Cooperative has its principal office. No property or funds shall become the property of the Cooperative under this section if written notice objecting to the transfer is received by the Cooperative from the affected Member prior to the date of the proposed transfer.
• ARTICLE 8 – Corporate Records and Reports
  
  1. Records Required to Be Kept
     The Cooperative shall keep at its principal office:
     1. The original or a copy of its Articles and Bylaws as amended to date;
     2. Adequate and correct books and records of account;
     3. Minutes of the proceedings of its Members, Board, and committees of the Board; and
     4. A record of its Members, providing their names and addresses.
     Minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.
  2. Inspection Rights
     
     1. The Cooperative’s Bylaws and Articles shall be open to inspection by the Members at all reasonable times during office hours.
     2. Any such inspection may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
     3. The accounting books and records and minutes of proceedings of the Members and the Board and committees of the Board shall be open to inspection upon the written demand on the Cooperative of any Member at any reasonable time, for a purpose reasonably related to such person’s interests as a Member.
     4. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Cooperative.
  3. Annual Report
     
     1. The annual report shall be prepared no later than 120 days after the close of the Cooperative’s fiscal year and shall be distributed to Members at or before their next meeting.
     2. The annual report shall contain in appropriate detail:
        1. A balance sheet as of the end of the fiscal year;
        2. An income statement;
        3. A cash flow statement of the fiscal year;
        4. A statement of where the names and addresses of current Members are located; and
        5. An annual statement of transactions and indemnifications to “interested persons” as defined by law.
     3. For fiscal years in which the Cooperative has (at any given time) over 25 Members, the Cooperative shall notify each Member of his/her right to receive an annual financial report.
     4. The annual report shall be accompanied by any pertinent report by independent accountants.
     5. If there is no such report from an independent accountant, an authorized Officer of the Cooperative shall certify that the annual report was prepared from the books and records of the Cooperative, without audit.
• ARTICLE 9 - Indemnification
  
  1. Indemnification
     The Cooperative shall have the power to indemnify its Officers, Directors, Members, employees, and agents to the fullest extent permitted by law.
• ARTICLE 10 – Bylaws Changes
  
  1. Bylaws Changes
     The Bylaws can be changed only by a vote as Members in the circumstances defined in Section 6.1.d. All other Bylaws changes can be effected by a vote as Directors.

Certificate of Secretary
I certify that I am the duly elected and acting Secretary of {Org.Name.Full} that these Bylaws, consisting of {Bylaws.NumberOfPages.#} pages, are the Bylaws of this cooperative as adopted by the Members on {Bylaws.Adopted.Date.YMD} and that these Bylaws have not been amended or modified since that date.

Executed on {Secy.Sign.Date.YMD} at {Secy.Sign.City,State}, by {Secy.Name.Full}.

_______________________________Secretary