Bylaws of the Fruited Plain Cooperative Society

Adopted by a meeting of interested individuals on Sept. 27, 1998.

Revised 3/16/03 at Annual Membership Meeting

Section I. General Organizational Principles

  1.  Name - The name of the cooperative shall be Fruited Plain Cooperative Society. Its principal place of business shall be located within Champaign County, Illinois.
  2.  Purpose - Fruited Plain Cooperative Society is a consumer goods cooperative for community access. The primary mission of the Co-op is to operate a financially sound grocery buying club serving the needs of the greater Champaign-Urbana area. Cooperative philosophy and values are an essential part of our enterprise; therefore, the Co-op will give equal consideration to the needs of all members.
  3.  Cooperative Principles - Fruited Plain Cooperative Society shall carry out its activities according to the following principles, articulated in the Statement on Co-operative Identity (1995) of the International Co-operative
    • Definition: A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.
    • Values: Co-operatives are based on the values of self-help, self-responsibility, democracy, equality, equity and solidarity. In the tradition of their founders, co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others.
    • 1st Principle: Voluntary and Open Membership Co-operatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.
    • 2nd Principle: Democratic Member Control Co-operatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (one member, one vote) and co-operatives at other levels are also organised in a democratic manner
    • 3rd Principle: Member Economic Participation Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the co-operative. Members usually receive limited compensation, if any, on capital subscribed a s a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their co-operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership.
    • 4th Principle: Autonomy and Independence Co-operatives are autonomous, self-help organisations controlled by their members. If they enter into agreements with other organisations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy.
    • 5th Principle: Education, Training and Information Co-operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co-operatives. They inform the general public - particularly young people and o pinion leaders - about the nature and benefits of co-operation.
    • 6th Principle: Co-operation among Co-operatives Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures.
    • 7th Principle: Concern for Community Co-operatives work for the sustainable development of their communities through policies approved by their members.
  4.  COMMITMENT TO NONDISCRIMINATION Membership in a co-op is voluntary and non-discriminatory. All who can use its services and agree to share in the responsibilities required to run the co-op shall be eligible to join, regardless of race, sex, gender, sexual orientation, class, age, national origin, cultural identity, spirituality or religious affiliation, physical or mental ability, HIV antibody status, marital status, family structure, socioeconomic status, educational status, or other distinctions.

Section II. Membership System

  1.  REQUIREMENTS - Any adult human individual is eligible for membership in the Fruited Plain Cooperative Society. The Board of Directors (hereafter "Board") shall prescribe the procedure whereby an eligible person may become a member, and shall set dues and determine membership benefits.
  2.  VOLUNTEER SYSTEM - The Board may adopt a system for members to volunteer their services to the cooperative and may determine the benefits, if any, to be accorded the member for volunteering. Participation in any volunteer system adopted shall be open to all members of the cooperative, subject to task assignments and availability of work to be done as determined by the Board or by the Management.
  3.  MEMBER CAPITALIZATION - A system of member capitalization may be adopted by the Membership by amendment to these bylaws and the cooperative's Articles of Incorporation to the extent required by law. Any such system adopted shall be in compliance with the principles of cooperation and in particular shall not depart from the principles of one-member-one-vote and limited return on investment.
  4.  MEMBER BENEFITS - Only members of the cooperative may receive the benefits of the cooperative.
  5.  MEMBER IN GOOD STANDING - A member will be considered to be in good standing if their equity is paid or if they are up-to-date on their equity payment plan as well as up-to-date on other financial obligations. They must also fulfill responsibilities as outlined in Responsibilities of Members
  6.  RESPONSIBILITIES OF MEMBERS - The major responsibilities of membership in the cooperative shall be to:
    1.  support the cooperative by doing business with it
    2.  participate in membership meetings and elections.
    3.  communicate opinions about the operation of the cooperative to the Board.
    4.  provide needed capital if a member capitalization system has been adopted by the Board.
    5.  update member information in the cooperative's records.
    6.  abide by the validly made decisions of the cooperative.
    7.  meet minimum work requirements, as set by the Board of Directors.
  7.  RIGHTS OF MEMBERS - The major rights of member in the cooperative shall be to:
    1.  speak and vote in membership meetings, including recall of directors, approval of the annual budget, and determination of purposes and long term goals as provided by these bylaws.
    2.  propose items for discussion at membership meetings, initiate the recall of directors as outlined below, and to propose amendments to the bylaws as outlined below.
    3.  vote for directors, and to attend and have a reasonable opportunity to speak in Board of Directors meetings.
    4.  serve on committees and attend and have a reasonable opportunity to speak at committee meetings.
    5.  participate in any volunteer system in use by the cooperative.
    6.  have reasonable access to cooperative records and financial information.
    7.  participate in any membership benefits established by the Board.
  8.  TERMINATION OF MEMBERSHIP - Membership may be terminated by any of the following ways:
    1.  voluntarily by a member upon notice to the Co-op;
    2.  automatically if a member shall die; or
    3.  for cause, including willful violation of the Bylaws or other conduct deemed injurious to the Co-op, or harmful to other members, by the Board;
    4.  if, for a period of one year or more, the members in a household do not patronize the Co-op.
    5.  When a membership is terminated voluntarily or for cause, the Co-op shall refund the equity held by the member, less any indebtedness due to the Co-op.

Section III. Membership Meetings

  1.  Membership Meetings- The cooperative shall hold regularly scheduled Membership Meetings. The tasks of the General Membership Meeting shall be to:
    1.  approve the meeting agenda and choose a facilitator for the following meetings;
    2.  discuss, and if appropriate adopt or revise purposes and long term goals for the cooperative;
    3.  receive financial reports and reports from the Board, Staff, and committees;
    4.  review the procedure for the submission of proposals and petitions by members and the Board; and
    5.  undertake any other task which may properly be undertaken as a membership meeting. The additional tasks of the Annual Membership Meeting shall be to:
    6.  review and amend these by-laws as necessary;
    7.  adopt an annual budget for the upcoming fiscal year;
    8.  review the election process and elect new directors to the Board as needed.
  2.  Other Membership Meetings - Special Membership Meetings other than the regularly scheduled Membership Meetings may be called by the Board, by the membership at a Membership Meeting, or by petition of a quorum for Special Membership Meetings of the members in good standing. If the meeting is called by petition, the petition shall state the purpose of the meeting and the date, time and place at which it will be held, and shall be subject to such time limits and procedures as may be stated elsewhere in these bylaws. The Secretary shall verify the validity of each petition.
  3.  Notice - Written notice of a membership meeting stating the place, day, time, and purpose shall be delivered either in person, by mail or e-mail to each member of the cooperative as shown in the records of the cooperative, between seven and thirty days before the date of the meeting. The Secretary shall coordinate the mailing of such notice. The record date for entitlement to such notice and for voting rights shall be the date of delivery, mailing, or e-mailing of the notice.
  4.  Agenda - The Secretary shall distribute an agenda for the meeting and shall include space for additions. Any member of the cooperative may place items on the agenda. Proposals for agenda items shall be presented according to the procedure adopted by the membership.
  5.  Meeting Process - A facilitator for the meeting shall be chosen by a previous membership meeting, or by the Board if no facilitator has been chosen at a previous membership meeting. The facilitator is responsible for conducting the meeting in such a way that each member who so desires is given a reasonable chance to express their views. Written statements sent by members not present shall be read at appropriate times. An evaluation of the meeting by all who desire to participate shall be held before the meeting is adjourned.
  6.  Voting - The Membership shall annually review the percentage of the Membership that will constitute a quorum for Annual Membership Meetings. The Membership shall annually review the percentage of the Membership that will constitute a quorum for Special Membership Meetings. Each member present at the meeting shall have one vote and members shall not vote by proxy. A member's vote may be "Yes" or "No", or they may abstain. A vote of a majority of the members present shall be sufficient for a decision. Amendments to the Articles of Incorporation or to these By-laws shall require a vote of two-thirds of the members present.
  7.  Voting Process - The Board may have submitted any question to be voted on in any membership meeting. In such event the Secretary shall mail or email to each member, or post on the member websites, along with each notice of the meeting, the ballot on each question. The ballot shall contain each complete proposal to be voted upon. Members' website refers to the page a member ends up at after logging onto Fruited Plain ordering. (overview and details)

Section IV. Board of Directors

  1.  Structure - The Cooperative shall have a Board of five Directors. The term for a director shall be two years, and there shall not be a limit to the total number of terms a member may serve as director. However, after serving two consecutive terms as director, a member must take one year off from the Board. Director terms shall expire on a rolling basis, so that each year either two or three of the Director terms will expire.
  2.  Qualifications - To qualify to become a director a person must be a member of the cooperative in good standing, at least 18 years of age, and be willing to make the commitment necessary to carry out a director's responsibilities.
  3.  Commitee Responsibilities - The Board shall assign to each standing committee one Director, who shall serve as the chair of the committee. Committee assignments may be changed by the Board at any time.
  4.  Officers - The Board shall appoint from among its number officers to fill the roles required by law of "president" or "chair of the board", "treasurer" and "secretary" of the cooperative, and may appoint from among its number additional officers and alternates as needed. The "president" shall exercise no powers other than those legally required or specifically delegated by the Board. The "treasurer" shall exercise powers legally required or specifically required by the board, and shall oversee all financial matters of the cooperative. The "secretary" shall exercise powers legally required or specifically delegated by the Board, and shall also serve as Historian for the cooperative. The Board may also designate such agent or agents as it deems proper for specific purposes.
  5.  Responsibilities of the Board of Directors - The Board of Directors shall have the following major responsibilities and powers:
    1.  To manage the affairs of the cooperative, including reviewing of financial information, approval of intermediate or long-term loans, approval of purchase and disposal of large capital items, authorization of investments and approval of major changes in services;
    2.  To set membership requirements and benefits, volunteer work requirements and benefits, if such a system has been adopted, and member capitalization if such a system has been adopted according to these bylaws;
    3.  To organize an ongoing process of seeking Member input for the Co-op's direction, evaluation and prioritization of organizational purposes and goals. To organize long range planning, and to work to promote the participation of Membership in this process;
    4.  To develop, monitor, revise, and oversee implementation of strategicb plans for achieving the purposes and goals set out by the Membership, on an ongoing basis. To work with Staff and develop short range objectives for implementation of such plans;
    5.  To hire, fire, set compensation for, and evaluate the performance of the members of the Staff Collective;
    6.  To appoint members in good standing to standing committees and other committees as necessary;
    7.  To set policies for the cooperative and procedures for the Board in conformance with these bylaws and the purposes and goals as determined by the Membership; to keep complete written records of such policies and procedures, known as the Standing Rules of the cooperative, along with other written records available to the Membership
    8.  To keep the Membership informed about the affairs of the cooperative by e-mailing or mailing of notices, petitions, and other pertinent documents of the Cooperative;
    9.  To receive petitions of the membership and verify their validity, and to distribute valid petitions promptly to the Membership;
    10.  To prepare an overall budget proposal for the cooperative for submission to the Membership at each Annual Meeting, and to distribute the proposed budget to the Membership not later than one month before the end of the Fiscal Year;
    11.  To see that a program of member and community education is carriedout.
  6.  Responsibilities of Individual Directors - Individual directors shall have the following responsibilities:
    1.  To attend meetings of the Board;
    2.  To participate in any volunteer labor program established by the Cooperative;
    3.  To participate in annual Board training;
    4.  To keep the Board informed of the activities and concerns of the committees for which the director is liaison;
    5.  To attend Annual and other membership meetings;
    6.  To be reasonably accessible to members;
    7.  To keep informed on the affairs of the cooperative and issues before the Board.

Section V. Election, Removal, and Replacement of Directors

  1.  Election Process - Either two or three of the Directors shall be elected each year, according to the process outlined in an Elections Policy which shall be established by the Membership of the Co-operative under this bylaw.
  2.  Recall of Directors- A recall of directors may be instituted by submission to the Secretary of a petition of a quorum of the membership in good standing stating the reason for the recall. The Secretary shall promptly verify the validity of any such petition and distribute the petition to the Membership. The Secretary shall retain original petitions with the records of the Cooperative. After posting, the recall has priority at the next regular or specifically called membership meeting. Prior to the vote, written reasons for the removal of the director must be presented to a meeting of the Membership, and the director whose removal is sought must have an opportunity to answer such reasons at the meeting. The written statement of reasons for removal shall be filed with the minutes of the meeting. The vote of a majority of the members in good standing present at the membership meeting shall be sufficient to recall the director. The membership meeting at which a director is recalled may elect new director by majority vote, or may choose to carry out an election according to regular election procedure to fill the position. The recalled director shall continue to serve on the board until a replacement has been chosen, and the new director after taking office shall serve for the remainder of the recalled director's term.
  3.  Vacancies on the Board of Directors - A vacancy other than by recall may occur by resignation of a director or by lapse of the director's membership in the cooperative. Voluntary resignation of a director may be presumed by the remaining directors if a director misses three consecutive Board meetings, or if it is apparent to the Board that the individual will not be fulfilling their responsibilities as a director. Before any vacancy can be presumed by the Board under this bylaw, a reasonable effort must be made to notify the director in question and allow them an opportunity to respond. Denial of resignation by the director shall overcome the Board's presumption. If a director gives the board further sufficient cause to presume voluntary resignation within the term for which they are elected, denial of resignation shall not be sufficient to overcome the Board's presumption. A vacancy within a term, other than by recall, shall be filled by appointment of a new director by the remaining directors, whether or not they constitute a quorum of the Board.
  4.  Confirming an Appointed Director When a director is appointed to fill a vacancy on the Board, that director's appointment must be confirmed by a majority of the Membership at the next regularly scheduled Membership Meeting.

Section VI. Meetings of the Board of Directors

  1.  Scheduling - The Board shall attempt to meet monthly, but shall meet at least once every other month on a regular schedule to be determined by the Board. The Board shall meet a minimum of nine times between two consecutive Annual Membership Meetings. Emergency and other meetings may be called by a majority of directors.
  2.  Notice - Notice of the day, time, and place of the meeting shall be posted in the Store at least three days before the meeting, except that in the case of an emergency meeting, notice shall be posted in the store as far before the meeting as is practical. All reasonable effort must be made to give actual notice of a special or emergency meeting to each director.
  3.  Meeting Records - The Secretary shall be responsible for the recording of complete and accurate Minutes of each meeting of the Board, and shall maintain them along with other written records available to the Membership.
  4.  Process - Board meetings shall be open to all members of the cooperative. Any member may submit items to the agenda and shall have a reasonable opportunity to speak in the meeting. A vote of a majority of the directors present shall be necessary and sufficient for a decision.

Section VII. Management

  1.  Staff Collective - The Staff shall be organized as a collective which shall be self managed. Staff meeting and decision making procedures shall be adopted in writing by the collective.
  2.  Responsibilities of the Staff Collective - The staff collective shall have the following responsibilities:
    1.  to operate the cooperative on a day to day basis in accordance with the policies of the Board and the Membership;
    2.  to develop, maintain, and revise staff and volunteer job descriptions and operating procedures, with Board guidance and review;
    3.  to coordinate the work of volunteers within the policies of the Cooperative, and to direct volunteers to tasks for which they are qualified in the view of the Collective, and for which they are willing to accept necessary responsibility;
    4.  to see that complete and accurate records are kept of the activities of the cooperative falling under its management;
    5.  in conjunction with the Board, to carry out a program of community outreach;
    6.  to initiate and innovate projects and programs for the improvement of the cooperative's services;
    7.  such other responsibilities as are delegated to it by the Board. The Staff Collective shall be accountable directly to the Board and through it to the Membership.

Section VIII. Committees

  1.  Standing Committees - Standing committees of the Board may be established by the Board of Directors or the Membership as needed.
  2.  Committee Administration - The Board may establish other temporary or permanent committees as required. The Board shall appoint members and assign tasks to committees as required. Any member of the cooperative in good standing is eligible for appointment to committees.

Section IX. Record Keeping

  1.  Minutes Minutes shall be kept of all Board of Directors, Committee, and Membership Meetings by the Secretary or other person designated by the meeting. A copy of the final form of any policy adopted at the meeting shall be attached to the minutes. Copies of the minutes shall distributed to the Membership.
  2.  Notebooks Copies of the cooperative's Articles of Incorporation, current Bylaws, all adopted policies and procedures, and all Membership, Board, and committee meeting minutes shall be kept in binders at the Cooperative's office.
  3.  Membership Records Current membership records shall be maintained by the Secretary or other person as delegated by the Board.
  4.  Access - All notebooks, membership and financial records of the cooperative shall be available for inspection by appointment at the cooperative's office. Extra copies of the Bylaws and policies shall be kept or made for distribution to any member requesting them.

Section X. Finances

  1.  Borrowing - The Board may invest in other cooperatives; may organize, purchase, or sell a subsidiary corporation when in the best interests of the cooperative or as required by law; and may enter into partnerships. The Board may undertake debt on behalf of the Cooperative.
  2.  Fiscal Year - The fiscal year of the cooperative shall be the calendar year.
  3.  Earnings - Earnings of the cooperative in a fiscal year beyond expenses shall be applied first to offset any prior yearly losses. If there are earnings left, the money shall next be used to build up whatever reserve funds the Board may have approved. If there are surplus earnings above what has been required for reserves, the Board may adopt and implement a system for returning such surpluses to the members in proportion to patronage or in equal shares, or may direct that such surpluses be donated by the cooperative to further purposes consistent with the mission of the cooperative. Unclaimed goods, equity refunds, or patronage refunds shall be reclaimed by the Board to further purposes consistent with the mission of the cooperative.

Section XI. Amendments to the Bylaws

  • These Bylaws may be amended only in the following manner.
    1.  An amendment may be proposed by any Member of the Cooperative in good standing.
    2.  The proposal must be presented at a Membership Meeting, according to the standard. procedure for adding an item to the agenda.
    3.  The exact wording of the amendment must be distributed to the Membership within one weeks of approval.
    4.  Bylaw changes take effect 60 days after approval, unless repealed at a subsequent called special membership meeting.

Section XII. Dissolutions

  1.  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 membership capitalization system be in effect, shall be distributed to such cooperative corporations, institutions, or organizations as may be designated by the Board of Directors, to be used for purposes that further the mission of this cooperative.
  2.  Means of Dissolution - The Cooperative may be dissolved only by the approval of three quarters of the Membership in good standing.