Bylaws of the Purple Porch Cooperative, Inc. as amended by the Voting Members October 10, 2009
ARTICLE 1. STATEMENT OF THE PURPOSES.
Section 1.01. Purpose.
The Purple Porch Cooperative, Inc. is a member-owned cooperative enterprise in North Central Indiana committed to growing a local, sustainable economy that will reduce our carbon footprint through the purchasing of whole foods. We aim to connect people in Michiana who want to buy local, organic and/or fair trade food with local growers who produce that food. Local food may be all the rage now, but it’s not another passing trend. Food grown nearby, by a farmer you know, is fresher, in season, consumes less energy to get to your table, and is ultimately healthier for you and the planet. The Purple Porch Cooperative, Inc. operates as an online food ordering cooperative that enables local producers to post their fruit, vegetable, meat, dairy and dry good products for sale on our web site. Member-owners shop online for their food, and pick up their purchases at a distribution center. It’s a win-win: producers have an established market for their harvest; consumers can live their values of buying locally and organically grown and fairly traded food.
Section 1.02. Organization. The Co-op shall be organized on a non-stock, membership basis.
ARTICLE 2. DEFINITIONS.
The terms used in this Code of By-Laws of Purple Porch Cooperative, Inc., are defined as follows:
Section 2.01. Corporation, Cooperative, Co-op. The terms "Corporation," “Co-operative,” and “Co-op,” interchangeably, means The Purple Porch Cooperative, Inc., a corporation duly organized and existing under the Indiana Nonprofit Corporations Act, Ind. Code § 23-17-1-1 et seq., as amended.
Section 2.02. Articles. The term "Articles" means the Articles of Incorporation of the Corporation, which were filed with and approved by the Secretary of State of Indiana, as now in force or hereafter amended.
Section 2.03. By-Laws. The term "By-Laws" means the By-Laws set forth in this Code of By-Laws of the Corporation, as now in force or hereafter amended.
Section 2.04. Principal Office of the Corporation. The term "Principal Office of the Corporation" means the office of the Corporation located at 937 S. 21st St., South Bend, IN 46615.
Section 2.05. Board of Directors. The term "Board of Directors" means the Board of Directors of the Corporation.
Section 2.06. Director. The term "Director" means a member of the Board of Directors.
Section 2.07. Committee. The term "Committee" means a committee, if any, to be designated by the Board of Directors and to function in accordance with Article 7 of these By-Laws.
Section 2.08. Officers. The term “Officers” means the terms “President,” “Vice President,” “Secretary,” and “Treasurer;” and, respectively, means the individuals serving as the duly elected, qualified and acting officers of the Corporation, from time to time, in their respective capacities as such.
Section 2.09. Member. The term “Member” means an individual, household or organization utilizing the services or and supporting the activities of the Corporation, under the terms and conditions specified in Article 3 of these By-Laws.
Section 2.091. Voting Member. The term “Voting Member” means a Member that has satisfied the terms and conditions specified in Article 3 of these By-Laws.
Section 2.10. Membership. The term “Membership” means having Member status and the collective of all Members, as appropriate.
Section 2.11. Act. The term "Act" means the Indiana Nonprofit Corporation Act, Ind. Code § 23-17-1-1 et seq., as amended.
Section 2.12. Producer. The term “Producer” means an individual, household or organization that has been approved to sell their products through the Cooperative as determined by the Board of Directors.
Section 2.13. Visitor. The term “Visitor” means an individual, household or organization that is trying the Cooperative under a designated time period for which they are not a Member. The time period and its conditions are determined by the Board of Directors.
Section 2.14. General Manger. The term “General Manager” means the paid employee of the Cooperative designated by the Board to carryout the day-to-day operations of the Cooperative and other duties determined by the Board.
ARTICLE 3. MEMBERSHIP.
Section 3.01 Eligibility. Membership in the Co-op shall be open to any natural persons at least 18 years of age, household, or organization able to use its services and willing to support its cooperative organization, purposes, and principles. The Cooperative shall not discriminate on the basis of age, gender, race, nationality, political opinion, sexual preference, physical or mental handicap, or religious belief. The Board of Directors is authorized to establish from time to time criteria for membership in this Cooperative and/or use of the Cooperative’s on-line marketplace, including any overall membership/user limit, residency requirements and the payment of an annual non-redeemable membership or user fee in an amount determined by the Board of Directors.
Section 3.02. Membership Requirements. An individual, household or organization must submit a completed membership application as determined by the Board of Directors and pay the membership fee as determined by the Board of Directors. Members shopping through the cooperative will pay a surcharge determined by the Board of Directors on their total order.
Section 3.021. Membership Benefits. A Member of the Cooperative has full shopping privileges through the online system. Members will receive other benefits as determined by the Board of Directors.
Section 3.022. Voting Membership Requirements. An individual, household or organization that is a Member must volunteer for an amount of time determined by the Board of Directors. An individual, household or organization that is a Producer must sell their products through the Cooperative a frequency determined by the Board of Directors.
Section 3.023. Visitor Benefits. Visitors are able to shop through the cooperative during a time period designated by the Board of Directors without paying the membership fee. Visitors shopping through the cooperative will pay a surcharge determined by the Board of Directors on their total order.
Section 3.03. Member Voting Rights. Each Member and Producer who has satisfied the requirements of voting membership and is admitted as a Member of the Cooperative, is entitled to one and only one vote on each question placed to the Membership for vote. An organization with a Membership may send one delegate to represent the organization at any meeting of the Members, Committee or Board of Directors. Voting by proxy is not allowed. Decisions on matters placed to the Membership for vote shall be made by a simple majority vote of a quorum of those Members present at any such meeting.
Section 3.04. Suspension/Termination of Membership. The Membership of any person may be terminated for cause by a vote of a 2/3 majority of those members of the Board of Directors present and voting. Cause for termination of membership may include any change in circumstance that causes a Member to no longer meet the criteria for Membership, or the Member’s continued failure to follow Cooperative operating procedures.
Section 3.05. Non-Transferability. Membership and any fees, dues or other capital contribution paid by a Member is not transferable.
ARTICLE 4. MEMBERSHIP MEETINGS.
Section 4.01. Membership Meetings. An annual Membership meeting shall be held for the purposes of electing Directors, voting on any proposed changes to the Articles of Incorporation or Bylaws, and conducting such other such business as is determined by the Board of Directors. Such meeting requires a quorum of the Membership in order to conduct business.
Section 4.02. Notice. Notice of any Membership meeting shall be provided to each Member not greater than sixty (60) or fewer than fifteen days prior to the meeting. The notice shall state the time and place of the meeting and the nature of the business to be conducted. The notice shall be sent to each member at the email address provided by the member in connection with the member’s application for Membership, or such other email address that the Member should subsequently provide the Cooperative in compliance with instructions available at the Cooperative’s website. The Board of Directors may, in its discretion, allow for notice by first class mail to Member so requesting due to their lack of ready access to email.
Section 4.03. Quorum. A quorum shall consist of the lesser of ten percent (10%) of the Membership of the Cooperative or 50 members.
Section 4.04. Transacting Business. No business shall be transacted at any Membership meeting other than that referred to in the meeting notice.
Section 4.05. Special Meeting. Special Membership meetings may be called at any time
by:
(1) the Board of Directors or
(2) by a petition calling for a Member ship meeting, specifying the agenda, and signed by the lesser of ten percent (10%) of the Membership of the Cooperative or 50 members. If a Membership meeting is requested by petition under (b,) the Secretary of this cooperative must schedule the meeting within 30 days of the submission of the petition to the Board of Directors.
Section 4.06. Open meetings. All meetings of the Cooperative , and of its Board of Directors, staff and committees, shall be open to all Members in good standing, except as specifically provided by Board regulations. The public minutes of the Cooperative shall state that such a closed meeting occurred and shall specify the regulation under which it was closed.
ARTICLE 5. BOARD OF DIRECTORS
Section 5.01. Number of Directors. The number of directors of the Cooperative shall be seven (7). Four of the Directors shall be elected as Officers of the Cooperative in accordance with Article 6 of these By-Laws. The remaining three (3) Directors shall be elected at-large Directors.
Section 5.02. Election of Directors. The Directors shall be elected by ballot at the annual Membership meeting. The terms of office for the initial at-large Directors, shall be as follows: one (1) at-large Director serving a term of one (1) year, one (1) at-large Director serving a term of two (2) years and one (1) at-large Director serving a term of three (3) years, each elected by ballot at the annual Membership meeting. Subsequent years, one (1) at-large member serving a term of three (3) years will be elected at the annual Membership meeting to replace the outgoing at-large Director.
Section 5.03 Vacancy. If any Director shall cease to be a Member, his or her position on the Board of Directors shall be vacated.
Section 5.04. Eligibility. Any person holding an individual or household Membership who is not a paid employee of the Co-op may be elected to the Board of Directors.
Section 5.04. Compensation. Directors will not be financially compensated for their service as Directors of the Co-op.
Section 5.05. Removal of Directors. Any Director may be removed at any time, with or without cause, by the Board of Directors at a special meeting called for that purpose. Removal of a Director is subject to a simple majority vote by the Board of Directors.
Section 5.06. Resignations of Directors. Any Director may resign at any time, with or without cause, by delivering written notice of his resignation to the Board of Directors. The resignation shall take effect at the time specified in the written notice, upon receipt by the Board of Directors, and, unless otherwise specified in the written notice, the acceptance of the resignation shall not be necessary to make it effective.
Section 5.07. Voting at Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors with respect to any question or matter shall be taken pursuant to the affirmative vote of a simple majority vote of the then duly elected and qualified Directors present at the meeting, unless a greater number is required by the provisions of the Act, in which event the action shall be taken only pursuant to the affirmative vote of that greater number.
Section 5.08. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors with respect to any question or matter may be taken without a meeting if, before that action is taken, a unanimous written consent to that action is executed by all of the then duly elected and qualified Directors and the written consent is filed with the minutes of the proceedings of the Board of Directors.
Section 5.09. Presence at Meetings. Directors may participate in a meeting of the Board of Directors by means of telephone or video conference; or, similar such communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence at such meeting.
Section 5.10. General duties of Directors. All lawful and proper powers of the Cooperative shall be exercised by or under the authority of the Board of Directors. The business and affairs of the Cooperative shall be managed under the direction of the Board of Directors. The Board shall not exercise any power under these bylaws which is in conflict with the articles of incorporation or applicable state or federal law.
Section 5.11. Membership Meetings. The Board shall call, solicit agenda items, set the agenda for, and report to the Membership at one or more m Membership meetings each year.
Section 5.12 Budget. The Board of Directors shall adopt an Annual Budget for the entire Co-op. The proposed annual budget for the Co-op shall be available to Members on request during normal business hours for at least fourteen (14) days prior to its adoption.
Section 5.13. Financial Affairs. The Board of Directors shall
(1) provide for a review of the Co-op’s finances annually;
(2) authorize major debt obligations of the Cooperative;
Section 5.14. Capital Projects. The Board of Directors shall approve major capital projects.
Section 5.15. Plan. The Board shall approve, modify, and monitor the implementation of a long range plan.
Section 5.16. General Management. The Board shall:
(1) adopt policies, procedures, rules and regulations governing the operation of the Cooperative and Membership within the Cooperative;
(2) ensure compliance with all corporate obligations, including the keeping of corporate records and filing all necessary documents;
(3) adopt policies which promote achievement of the mission statement and goals of the Cooperative;
(4) resolve organizational conflicts after all other avenues of resolution have been exhausted, in accordance with policies adopted by the Board of Directors;
(5) establish and review the Cooperative's goals and objectives.
(6) delegate the day-to-day responsibility of managing the Cooperative to a General Manager of their choice. This General Manager shall make written reports to the Board at least once a month, as the Board specifies.
(7) be responsible for the employment, evaluation, compensation, and removal of the General Manager. The Board will also maintain a current written job description for the General Manager, who shall be responsible for and granted the authority to make decisions regarding the routine business of the co-op including the authority to incur costs within the Board-approved budget.
Section 5.17. Revision of By-laws and Policy Documents. The Board of Directors shall, from time to time, review and propose revisions (if deemed necessary) to the Membership of these by-laws and other policy documents of the Co-op.
Section 5.18. Committees. In order to fulfill its responsibilities, the Board of Directors may establish, appoint members, and delegate the authority of various committees. These committees may include Directors and Members who are not Directors.
Section 5.18. Meetings. The Board shall conduct its annual meeting each year during the month of for purposes of electing Officers and acting upon such other questions or matters as may properly come before the meeting. The Board of Directors shall conduct not fewer than three (3) regular meetings per calendar year, in addition to the annual meeting. Meetings of the Board of Directors shall normally be open to the Membership. The Board of Directors may close meetings at its discretion to discuss personnel matters, legal matters, or other items which require private discussion. Special meetings of the Board of Directors may be called at the discretion of the Board of Directors or by petition of not fewer than 25 active members, provided that the petition specifies the business to be conducted at the meeting.
ARTICLE 6. OFFICERS
Section 6.01. Number of Officers. The Officers of the Cooperative consist of a President, a Vice President, a Secretary and a Treasurer.
Section 6.02. Qualifications of Officers. Each Officer of the Cooperative shall be an adult individual.
Section 6.03. Election of Officers. Following nomination by the current Board of Directors, The Officers of the Cooperative shall be elected by a majority vote of the Membership at the Annual Membership Meeting. Each Officer shall serve a term of two (2) years.
Section 6.04. Removal of Officers. Any Officer of the Cooperative may be removed at any time, with or without cause, by the Board of Directors. Removal of an officer is subject to a two thirds (2/3) majority vote by the duly elected Board of Directors.
Section 6.05. Resignation of Officers. Any Officer of the Cooperative may resign at any time, with or without cause, by delivering written notice of his resignation to the Board of Directors. The resignation shall take effect at the time specified in the written notice, upon receipt by the Board of Directors, and, unless otherwise specified in the written notice, the acceptance of the resignation shall not be necessary to make it effective.
Section 6.06. Filling of Vacancies. Any vacancies in the offices of the Cooperative because of death, adjudication of in competency, resignation, removal of any other cause shall be filled for the unexpired portion of the term of that office by the Board of Directors. In filing a vacant office, the Board of Directors may fill the vacancy with an at-large Director or elect a new Director and appoint that Director to the office. If a vacant office is filled with an at-large Director, that person shall serve as Director and Officer until the expiration of the term of the office and a new-at large Director shall be elected by the Membership to fill the term of the at-large Director position.
Section 6.07. Compensation of Officers. Officers will not be financially compensated for their service as Directors of the Co-op.
Section 6.08. President - The President shall preside over all Membership meetings and meetings of the Board of Directors and perform all acts and duties usually performed by a presiding officer. In the absence of a General Manager, the President of the Board of Directors shall be responsible for the active overall and day to day direction and administration of the affairs of the Cooperative, subject, however, to the control of the Board of Directors. In general, the President shall have such powers and perform such duties as are incident to the office of President and chief executive and operating officer of a business corporation and shall, in addition, have such further powers and perform such further duties as are specified in these By-Laws or as the Board of Directors may, from time to time, delegate.
Section 6.09. Vice President - The Vice President shall have such powers and perform such duties as the Board of Directors or the President may, from time to time, assign or delegate. In the case of the death, resignation, absence or inability to act of the President, the Vice President shall have the power to perform the duties of the President.
Section 6.10. Secretary - The Secretary is the chief custodial officer of the Cooperative. The Secretary shall keep or cause to be kept, in the minute books provided for the purpose, the minutes of the proceedings of the Board of Directors. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law. The Secretary shall be custodian of the minute books, archives, records on behalf of the Cooperative as duly authorized by the Board of Directors or the President, or as required by law. In general, the Secretary shall have such powers and perform such duties as are incident to the office of the Secretary of a business corporation and shall, in addition, have such further powers and perform such duties as are specified in these By-Laws or as the Board of Directors or the President may, from time to time, assign or delegate.
Section 6.11. Treasurer - The Treasurer is the chief financial officer of the Cooperative. The Treasurer shall have charge of and be responsible for all funds of the Cooperative with such banks, trust companies or other depositories as shall be selected by the Board of Directors. The Treasurer shall keep full and accurate books of account of all assets, liabilities, commitments, receipts, disbursements and other financial transactions of the Cooperative. The Treasurer shall see that all expenditures are made in accordance with procedures duly established, from time to time, by the Board of Directors or the President. The Treasurer shall render such financial statements and reports as shall be requested by the Board of Directors or the President, including a complete report of income and expenses, that shall be presented by the Treasurer at the annual Membership meeting. In general, the Treasurer shall have such powers and perform such duties as are incident to the office of Treasurer of a business corporation and have such further powers and perform such further duties as are specified in these By-Laws. The treasurer is responsible to meet with the General Manager concerning budgeting and financial reporting.
The Board of Directors may choose to employ such staff as are necessary to assist the Treasurer in the performance of the duties of the office of Treasurer. Any such personnel may be dismissed with or without cause.
Section 6.12. Functions of Officers. The offices of the Cooperative are established in order to facilitate the day to day administration of the affairs of the Cooperative in the ordinary course of its business and to provide an organization capable of executing and carrying out the decisions and directions of the Board of Directors. The Officers shall have such powers and perform such duties as may be necessary or desirable to conduct and effect all transactions in the ordinary course of the business of the Cooperative without further authorization by the Board of Directors, and shall have such further powers as are granted by these By-Laws or are otherwise granted by the Board of Directors.
Section 6.13. Resignation. An Officer may resign at any time by delivering notice to one (1) of the following: The Board of Directors, the President or Secretary of the Board of Directors. A resignation is effective when the notice is effective unless (1) the notice specifies a later effective date and (2) A corporation accepts the future effective date. The Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.
ARTICLE 7. COMMITTEES.
Section 7.01 Establishment. The Board of Directors may from time to time establish committees that will have such powers and perform such duties as the Board of Directors shall determine. Notwithstanding the foregoing, the Board of Directors may not delegate to any committee
(1) the power to hire or terminate the employment of any employee,
(2) the authority to purchase, sell or lease assets, or
(3) the authority to borrow money or incur any material financial obligation.
Section 7.02. Board Nominating Committee. The Board of Directors may designate, by resolution, from time to time, two (2) or more persons, who may be Directors or Members of the Cooperative, to constitute the Board Nominating Committee. The Board Nominating Committee shall be responsible for submitting a proposed slate of Directors to the Membership at each annual Membership meeting.
Section 7.03. Executive Committee. There is established an Executive Committee. The Executive Committee shall consist of the President, Vice-President, Treasurer, and Secretary. During the intervals between the meetings of the Board of Directors, the Executive Committee shall have and may exercise all powers of the Board of Directors except that the Executive Committee shall have no power to:
(1) authorize distributions; or
(2) approve the
(a) dissolution;
(b) merger;
(c) sale;
(d) pledge; or
(e) transfer;
of all or substantially all of the Cooperative’s assets; or
(3) make capital expenditures in excess of $1,000.00; or
(4) elect, appoint or remove Directors to fill vacancies on the Board of Directors or a committee thereof; or
(5) adopt, amend or repeal the Articles of Incorporation or the Code of By-Laws.
The Executive Committee shall have, but is not limited to, such powers as are coterminous with the authority provided by resolution of the Board of Directors to the Committees other than the Executive Committee except for such authority expressly reserved by resolution solely and exclusively for any such Committee.
ARTICLE 8. FINANCIAL AFFAIRS
Section 8.01. Review. The Board shall conduct a review of the Co-op's books at the end of each fiscal year, and shall present the reviewed statements to the Members at the Annual Meeting. The Board may require such other audits as it may, from time to time, determine as necessary.
Section 8.02. Capital Transfer and Retirement. All forms of evidence of capital ownership are transferable only on the books of the Co-op.
Section 8.03. Borrowing. The Board may approve borrowing.
Section 8.04. Advancements or loans to Cooperative. A Member may advance or loan money to the Cooperative that may be returned or repaid to the member at a time and under a condition that the Cooperative and the Member agree. However, upon return or repayment, the Member may not receive more than the principal amount of the money advanced or loaned, together with reasonable interest at a rate that is not in excess of market rate, whether fixed or variable, otherwise available without premium to the Cooperative under the same circumstances at the time of the advance or loan.
Section 8.05. Investment. The Board of Directors may approve investment of the Co-op’s assets in other cooperatives.
Section 8.06. Capital Expenditures. Capital expenditures in excess of $1,000.00 are to be approved by a simple majority vote of the Board of Directors.
Section 8.07. Losses. In the event that the Co-op suffers a loss in any year, the Board of Directors may prescribe the basis on which the capital furnished shall be reduced on account of any such loss so that it will be borne by the Membership on as equitable a basis as the Board finds practical.
Section 8.08. Distribution of Net Savings. In the event that the co-op makes a significant profit in any year, the Board may prescribe the basis on which that profit is to be distributed to the membership in an equitable manner.
Section 8.09. Fiscal Year. The fiscal year shall begin on January 1st and end on December 31st.
ARTICLE 9. EMPLOYEES.
Section 9.01. Employee Conduct. Employees of the Cooperative shall conduct the business of the Cooperative in conformity with the Articles of Incorporation, the Bylaws, and policies determined by the Board of Directors and the membership and in accordance with regulations and instructions of the Board of Directors of the Cooperative.
Section 9.02. Reports to Board. A General Manager shall attend meetings of the Board of Directors and shall make reports as requested by the Board.
Section 9.03. Report to Membership. A manager shall attend membership meetings and make such reports as are requested by the President or by action taken in membership meetings. At the membership meetings, he or she shall present a statement of operation with copies available for any members.
Section 9.04. Employee Grievances. Any employee or representative of employees shall have the right to present any grievances directly to the Board of Directors when all other grievance procedures established by the Board have been exhausted.
Section 9.06. Suspension or Termination of Employees. The Board must give an employee notice of intention of terminating that employee's services as specified in the personnel policy. For serious cause as specified in that policy, such as dishonesty or other immoral conduct, the Board or the management may immediately suspend without pay an employee. In either case, the employee shall have access to the grievance procedures as established by the Board and as specified by Section 4 of this Article.
ARTICLE 10. MISCELLANEOUS.
Section 10.01. Dissolution. The decision to dissolve, merge, or make a partnership shall be made by a 2/3rds affirmative vote of the voting members.
Section 10.02. Distribution of assets. In the event of dissolution, winding up, or other liquidation of assets of the cooperative, any surplus after return of Member-invested capital, should such Member ship capitalization system be in effect, shall be distributed to such cooperative or non-profit corporation, institutions, or organizations as may be designated by the Board of Directors, to be used for the purposes similar to those of this cooperative.
Section 10.03. Amendment to the by-laws. These by-laws may be adopted, amended, or repealed by a majority vote of a quorum of the Membership.
Section 10.04. Indemnification of Directors and General Manager: The Co-op shall, subject to the limitations of set forth at Section 10.05, below, indemnify its current and former Directors and Officers and General Manager against all liabilities and expenses to which they may actually and reasonably become subject by reason of their positions with the Co-op or their service in its behalf to the fullest extent permitted by law.
Section 10.05. Limitations on Indemnification: No indemnification shall be made unless the person to be indemnified is successful on the merits in defense of the action or is determined to have met the applicable standard of conduct in the manner required by law. Indemnification payments and advances of expenses shall be made only in such increments and at such times as will not jeopardize the ability of the Co-op to pay its other obligations as they become due.
Section 10.06. Distribution. A printed copy of the by-laws will be provided to new Member. By-laws will be available on the Cooperative’s web site.
