ARTICLE I: PURPOSES
The corporation shall mindfully use technology, digital design, and digital strategy for the benefit of people and planet, while simplifying the tech needs and expenses of social enterprise, nonprofits, NGOs, and fellow cooperatives. The cooperative will — to the best of its abilities — follow the principles laid out in its vision, mission, and value statements.
ARTICLE II: DEFINITIONS
- Mailing means first-class mail, postage prepaid.
- The time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mails, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient; or the time any oral notice is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.
- Electronic transmission by the corporation means a communication (a) delivered by means of electronic communication, (b) to a recipient who has provided an unrevoked consent to the use of those means of transmission for communications, (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form, and (d) satisfies the requirements applicable to consumer consent to electronic records as set forth in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec.
- Electronic transmission to the corporation means a communication (a) delivered by means of electronic communication, (b) as to which the corporation has placed in effect reasonable measures to verify that the sender is the member or director purporting to send the transmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
- A membership refers to the rights a member has pursuant to the corporation’s articles, bylaws, and the law. Memberships may be issued by the corporation for such consideration as is determined by the board.
ARTICLE III: MEMBERS
- Classification of Members
The corporation shall have two (2) class of members.
- Voting Members are natural persons who meet the Membership Qualifications in Article 3, Section B of these bylaws.
- Non-voting Members are natural persons who have purchased a membership share but no longer meet the remaining qualifications the Membership Qualifications in Article 3, Section B of these bylaws.
- Membership Qualifications
A natural person may become a member of this corporation by:
- 1) Engaging in full or part time employment for the cooperative
- 2) Meeting conditions for employment established by the Board of Directors
- 3) Purchasing one “membership share”
- Member Resignation
A members who resigns as a member of the cooperative also resigns their employment from the cooperative.
- Removal of Members
When the Board of Directors determines that a member no longer meets the qualifications of membership in Article 3 Section, it may either reclassify the individual as a Non-Voting member or repurchase the membership share of the individual. If the Board makes no formal declaration, it shall be assumed that the individual, upon leaving the employment of the cooperative, shall be a Non-Voting Member.
- Transfer of Membership
No member may transfer her or his membership or any right arising therefrom. Any attempted assignment or transfer shall be wholly void and shall confer no rights on the intended assignee or transferee. All rights as a member of the corporation cease upon the member’s death.
ARTICLE IV: MEMBER MEETINGS
- Membership Meeting
Membership Meetings shall have the authority to make the following decisions::
- Acceptance of new members,
- Removal of Directors
- Amending the articles and bylaws of the cooperative.
- Member Voting
Matters will be discussed with the goal of seeking decision-making by consensus. If it becomes apparent that consensus cannot be reached on any matter, the members will vote on whether the issue should be tabled for future discussion and decision. If a member seeks to block consensus, they must articulate their reasons to the membership for their block and provide an opportunity for the membership to amend the proposal for their block to be recorded. Blocking consensus must conform to the following criteria:
- The proposal violates Federal, State, or Local laws.
- The proposal contradicts the Articles of Incorporation or Bylaws
- The proposal fails to support the purpose or mission of the cooperative.
- The proposal fails to uphold the values and principles of cooperation as expressed by the International Cooperative Alliance Statement on the Cooperative Identity.
If a decision cannot be made by consensus, the members shall vote on the matter, with a three-fourths vote required to carry any decision, except as otherwise provided in these bylaws.
- Annual Meeting
An annual meeting of members shall be held within six months of the end of the fiscal year. An annual financial report shall be presented at this meeting along with other reports explaining the state of the cooperative. Any other proper business may be transacted at the meeting.
- Special Meetings
Special meetings of members for any lawful purpose may be called by the board, the president, or by twenty (20) percent or more of the members.
Upon request in writing to the corporation addressed to the attention of the president or secretary by any person (other than the board) entitled to call a special meeting of members, the officer, within 20 days after receipt of the request, 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 fourteen (14) nor more than thirty (30) days after the receipt of the request.
- Participation by Electronic Transmission
If authorized by the board of directors in its sole discretion, and subject to the consent of any members so participating, members not physically present in person at a meeting of members may, by electronic transmission by and to the corporation or by electronic video screen communication, participate in a meeting of members, be deemed present in person, and vote at a meeting of members, provided that the corporation implements reasonable measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, and a record of any vote or action of any members participating by electronic transmission is maintained by the corporation.
Any request by a corporation to a member for consent to conduct a meeting of members by electronic transmission by and to the corporation, shall include a notice that absent consent of the member, the meeting shall be held at a physical location.
Whenever members are required to take any action at a meeting, a written notice of the meeting shall be given not less than seven (7) or more than thirty (30) days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than 20 days before the meeting.
The notice shall state the place, date, and time of the meeting, the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the regular meeting, those matters which the board, at the time the notice is given, intends to present for action by the members.
Notwithstanding the foregoing, approval of the members of any of the following, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice:
- Removal of directors
- Amendment of the articles of incorporation
- Approval of a plan of distribution upon winding up of the corporation.
Notice of a members’ meeting or any report shall be given personally, by electronic transmission by the corporation, 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 corporation or given by the member to the corporation for purpose of notice.
Notice shall not be given by electronic transmission by the corporation under this subdivision after either of the following:
(1) The corporation is unable to deliver two consecutive notices to the member by that means.
(2) The inability to so deliver the notices to the member becomes known to the secretary, any assistant secretary, or other person responsible for the giving of the notice.
- Waiver of Notice
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this part to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of members need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof.
- Adjourned Meetings
When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate) are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.
Twenty (20) percent of the members shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the majority of the members entitled to vote, and voting on any matter shall be the act of the members unless the vote of a greater number is required by the articles or bylaws.
The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by the articles or the bylaws, the vote of the greater number.
In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted, except as provided in the preceding paragraph.
ARTICLE V: DIRECTORS
- Number of Directors
The board of directors shall consist of all voting members of the cooperative. The board may enact an executive committee and provide it with powers as it sees fit to efficiently manage the cooperative.
- Terms of Office
Directors shall serve while they are voting members.
The vote of a majority of directors participating in a meeting is the act of the board. The board shall determine by policy the conditions required for participation in a meeting.
- Notice of Board Meetings
At the beginning of each fiscal year, the board shall hold an organizational meeting at an agreed upon time to establish the board calendar for the year. This calendar shall include regular meeting times and scheduled reports. Publication of the board calendar by printed or electronic means shall constitute notice of regular board meetings.
- Participation by Electronic Transmission
The board of directors shall determine the means of participation by electronic transmission at the organizational meeting of the board. Such means of participation must meet the following requirements:
(1) Each member participating in the meeting can communicate with all of the other members concurrently.
(2) Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
A majority of the number of directors constitutes a quorum of the board for the transaction of business.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors provided that directors have three days following the meeting to record their votes. .
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
- Action Without a Meeting
Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board.
The action by written consent shall have the same force and effect as a unanimous vote of the directors.
A director may only resign from the board by by ceasing to be a voting member.
The membership may remove a member at any meeting of the membership provided the director has been given at least twenty (20) days notice and is provided the opportunity to speak on their behalf. The director being removed may not be considered towards the consent of the membership. If the director is removed they may remain a voting member. Such removal shall only last for the current fiscal year.
ARTICLE VI: OFFICERS
- Officers The corporation shall have a president, a vice-president, a secretary, a treasurer, and such other officers with such titles and duties as shall be determined by the board.
- Qualifications. The President and Secretary shall be separate persons. The vice-president and treasurer may combine with other officers. .
- Appointment of Officers The officers shall be elected for one year terms at the organizational meeting of the board of directors by written ballot. The candidate receiving the highest number of votes for an office shall be elected. Officers may be removed by a vote of the board.
- Resignation Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
- Vacancy A vacancy in any office resulting from an officer’s death, resignation, removal, or disqualification, or from any other cause, will be filled by the board.
- Duties of President The president shall preside at board and membership meetings and will exercise and perform such other powers and duties as may be assigned from time to time by the board of directors.
- Duties of Secretary The secretary will keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the members, of the board of directors, and of committees of the board. The secretary will keep, or cause to be kept, at the principal executive office, the records of the corporation required to be kept as described in Article XII. The secretary will give notice, or cause notice to be given, of all members’ meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation. The secretary will have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.
- Duties of Treasurer The treasurer will keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The treasurer will (1) deposit corporate funds and other valuables in the corporation’s name and to its credit with depositaries designated by the board of directors; (2) make disbursements of corporate funds as authorized by the board; (3) render a statement of the corporation’s financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; and (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws. The chief financial officer will be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.
ARTICLE VII: ALLOCATIONS AND DISTRIBUTIONS
- Fiscal Year
The fiscal year of the corporation shall end on the last day of December of each year.
“Surplus” shall be defined as the excess of revenues and gains over expenses and losses for a fiscal year attributable to member labor.
“Profit” shall be defined as the excess of revenues and gains over expenses and losses for a fiscal year attributable to non-member labor.
“Expenses” shall include dividends paid pursuant to Section 7.11.
Surplus and Profit shall be determined in accordance with generally accepted accounting principles and shall be computed without regard to any patronage dividends, capital allocations, or income taxes.
The “Collective Account” shall be surplus and profit that are retained in the corporation as working capital and not distributed to members.
“Patronage” shall be defined as hours worked by each member for the corporation.
“Patronage Dividends” shall have the definition contained in Internal Revenue Code Section 1388(a).
“Member Account” shall be defined as each member’s capital account in the corporation.
“Distribution” means the distribution of dividends to any member as such, but does not include patronage dividends.
All Profit shall be credited to the Collective Account. Any Surplus shall be credited to the Collective Account as necessary to bring the year’s contribution to the Collective Account up to twenty-five percent (25%) of the year’s combined Profit/Surplus. All other Surplus shall be paid as Patronage Dividends to Member Accounts in direct proportion to paid hours worked by the individual members during the fiscal year. Any loss shall be to the Collective Account.
- Patronage Dividends
Patronage Dividends shall be made fifty percent (50%) in cash and fifty percent (50%) to each individual Member Account as a written notice of allocation, unless different proportions are approved by the board within two (2) months of the fiscal year’s close – however, at least twenty percent (20%) must be distributed in cash. Patronage Dividends may be by qualified or non-qualified written notices of allocation or a combination of the two.
- Member’s Covenant to Declare Income for Tax Purposes
Each member shall take into account on his or her income tax return the amount of any distributions, with respect to the member’s patronage 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 such written notices of allocation are received by the member.
- Redemption of Member Accounts
The board of directors shall establish policy to revolve retained equity on a consistent basis. However, all retained equity shall be considered “at-risk” and an investment in the cooperative. In the event that a current or former member of the cooperative becomes disabled or deceased the board shall pay out the member’s equity. The board may require the member or the member’s estate to provide proof of disability or death. Proof of disability shall conform to the standards determined by the Social Security Administration. The board shall only pay out retained equity when it determines that the cooperative has sufficient cash flow to afford the disbursement.
- Unclaimed Equity Interests
Any proprietary interest in the corporation held by a member that would otherwise escheat to the State of Washington as unclaimed personal property shall instead become the property of the corporation if the corporation 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 corporation’s records, and (2) by publication in a newspaper of general circulation in the county in which the corporation has its principal office. No property or funds shall become the property of the corporation under this section if written notice objecting to the transfer is received by the corporation from the affected member prior to the date of the proposed transfer.
- Dissolution Distributions
Upon liquidation, dissolution, or sale of the assets of the corporation, any assets left after payment of all debts and Member Account balances shall be distributed to all persons who were members, or to their estates, in proportion to such members’ relative paid labor with the corporation. 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.
ARTICLE VIII: RECORDS
- Records Required to Be Kept
Each corporation shall keep at its principal office:
- the original or a copy of its articles and bylaws as amended to date;
- adequate and correct books and records of account;
- minutes of the proceedings of its members, board, and committees of the board; and
- a record of its members giving 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.
- Inspection Rights
The corporation’s bylaws and articles shall be open to inspection by the members at all reasonable times during office hours. 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. 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 corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.
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 corporation.
- Annual Report
So long as the corporation does not have more than 25 members at any time during the fiscal year, it shall not be required to prepare an annual report.
ARTICLE IX: INDEMNIFICATION
The corporation shall have power to indemnify its officers, directors, employees, and agents to the fullest extent permitted by law.
ARTICLE X: BYLAW AMENDMENT
Bylaws may be adopted, amended, or repealed by approval of the members at a membership meeting or the annual meeting provided notice and language of the proposed amendment is provided with the meeting notice. If the membership allows voting by members not present at the meeting, the proposed amendment may not be altered.