Fertile Ground Food Cooperative Bylaws

Please find the Fertile Ground Food Cooperative bylaws below. Bylaws are rules made by an organization to control the actions of its members and board of directors. They define governance structures, meeting and decision-making processes, and, in a cooperative, rules on membership. They also define an organization's purpose and lay out a map of the organization so that everyone will know what the goals and regular operations of the organization are. In addition, bylaws are legal documents that must be registered with the NC Secretary of State. Cooperatives are guided by transparency and democracy, so we want our bylaws to be easily accessible. If you have questions about Fertile Ground Food Cooperative’s bylaws, please contact us at [email protected]

BYLAWS

Fertile Ground Food Cooperative

(Adopted July 24, 2014) (Amended October 11, 2016)

Article I: Organization

1.1 Name. The name of the organization shall be Fertile Ground Food Cooperative  (henceforth "the Cooperative").

1.2 Ownership and Purpose. The Cooperative shall be owned by its members and shall operate for the mutual benefit of its members.

Article II: Membership

2.1 Classes of Membership.  There are three classes of common stock:  Worker Stock, Consumer Stock, and Producer Stock.  A member can hold only one form of stock, and is either a worker owner, consumer owner, or producer owner.  The eligibility requirements for each is set forth herein as follows:

1.  Worker Ownership Eligibility.  The Cooperative will operate on a cooperative basis with its workers being eligible for ownership.  To be eligible for worker ownership in this Cooperative, as person must:
2.  Be an employee of the Cooperative for six months;
3. Purchase one worker share that will function as an ownership certificate in the Cooperative.

         iii. Be at least 18 years old and a resident of the State of North Carolina when the ownership share is purchased.

1. Be admitted by majority vote by all other workers in the Cooperative, or in the event there are less than 3 workers at the time of eligibility, by the consumer members in the Cooperative.

The price of a worker share shall be set by the Board of Directors.  Workers who have begun paying for an ownership share as part of a payroll deduction plan are entitled to all the rights and privileges of ownership.  

Worker shares may be purchased, owned, and/or held only by workers of this Cooperative.  No worker owner may sell, assign any interest in, or otherwise transfer his or her ownership share.  

When a worker owner voluntarily or involuntarily ends his or her employment in, or retires from employment in, this Cooperative, his or her ownership automatically ends and the ownership share shall be deemed transferred back to this Cooperative.  

1.  Consumer Ownership Eligibility.  Ownership in this Cooperative shall be open to any consumer who is at least 18 years old, is a resident of the State of North Carolina, and who supports the purposes of the Cooperative.  

The price of a consumer share will be set by the Board of Directors, who may elect to establish an installment plan for the purchase of consumer shares.  Consumers who have begun paying for a consumer share on an installment plan are entitled to all the rights and privileges of consumer ownership, including voting rights, and any discounts and/or patronage dividends.

1.  Producer Ownership Eligibility.  Ownership in this Cooperative shall also be open to any producer that sells meat, dairy, produce, or any locally crafted goods to the Cooperative through a contract with the Cooperative, is a resident of the State of North Carolina, supports the purposes of this Cooperative, and raises, processes, or harvests his or her products within a 100 mile radius of the Cooperative.  

The price of a producer share will be set by the Board of Directors, who may elect to establish an installment plan for the purchase of producer shares.  Producers who have begun paying for a producer share on an installment plan are entitled to all the rights and privileges of producer ownership.

Producer shares may be purchased, owned, and/or held only by producers who supply fresh or value-added meat, dairy, or produce to this Cooperative.  No producer owner may sell, assign any interest in, or otherwise transfer his or her ownership share. All certificates representing ownership shares shall, in accordance with applicable law, have a notation thereon referring to the restrictions governing their transfer.

When a supply contract with a producer owner is terminated by the Cooperative, his or her ownership automatically ends and the ownership share shall be deemed transferred back to this Cooperative.  

2.3 Rights. Members have the right to elect the Cooperative's Board, to attend meetings of the Board, to receive notice of and attend membership meetings, to petition as described in these bylaws, and to approve amendments to these bylaws. Each member shall have one vote and no more on all matters submitted to members. The rights of members shall be understood to apply only to members in good standing. All rights and responsibilities of members are subject to the bylaws as they may be amended from time to time, and to policies and decisions of the Cooperative or the Board.

2.4 Responsibilities. Members shall keep current in equity investments payable to the Cooperative, including installment payments; shall keep the Cooperative informed of any changes in name or current address; and shall abide by these bylaws and the policies and decisions of the Cooperative or the Board. A member who upholds these responsibilities is considered a member in good standing.

2.5 Termination of Membership. A member may terminate his or her membership voluntarily at any time by written notice to the Cooperative. Membership may be terminated involuntarily by the Board for cause after the member is provided fair notice of the reasons for proposed termination and has an opportunity to respond in person or in writing. Cause may include intentional or repeated violation of any provision of the Cooperative's bylaws or policies; actions that will impede the Cooperative from accomplishing its purposes; actions or threats that adversely affect the interests of the Cooperative or its members; willful obstruction of any lawful purpose or activity of the Cooperative; or breach of any contract with the Cooperative.

2.6 Return of Equity.  Equity shall be returned upon termination of membership in the Cooperative, under terms determined by the Board, provided that the Board has determined that the equity is no longer necessary.

2.7 Unclaimed Property. If a member voluntarily or involuntarily terminates membership in the Cooperative, and fails to inform the Cooperative of his or her mailing address within a period of three (3) years, then the equity and any patronage dividend amount allocated to that member will be forfeited by the member to the Cooperative.

2.8 Non transferability: Membership rights and member equity may not be transferred in any manner.

Article III: Member Meetings

3.1 Annual Meeting. A membership meeting shall be held each year at a time and place to be determined by the Board. The purpose of such meetings shall be to hear reports on operations and finances, to review issues that vitally affect the Cooperative, and to transact such other business as may properly come before the meeting.

3.2 Special Meetings. Special meetings of the membership may be called by the Board, either by decision of the Board or in response to a written petition of five percent (5%) of the members. Notice of special meetings shall be issued to members. In the case of a petition, notice of the special meeting will be issued within ten (10) days after a presentation of the petition to the Board. No business shall be conducted at that special meeting except that specified in the notice of meeting. Decisions made at any special meeting are advisory only.

3.3 Notice of meetings. Notice of the date, time, place and purpose of each meeting of the membership shall be posted in a conspicuous place at the Cooperative and communicated to members not less than four (4) weeks prior to the date of the meeting.

3.4 Voting. Voting shall be accomplished through methods and means established by the Board. Notice of the vote shall be posted in a conspicuous place at the Cooperative and communicated to members not less than four (4) weeks prior to the end of the election period. Unless otherwise stated in the articles of incorporation, or these bylaws, or required by law, all questions shall be decided by consensus, of in the event there is no consensus, by vote of a majority of the members voting thereon. In order to preserve the principle of "one member - one vote", proxy voting is not allowed.

3.5 Quorum. At any meeting of the members, or for any vote of the members, a quorum necessary for decision-making shall be five percent (5%) of the total number of members or fifty (50) members, whichever is lesser.

Article IV: Board of Directors

4.1 Powers and Duties. The Board shall be composed of eleven (11) Directors, elected from among members of the Cooperative. There shall be up to three members of the Board  elected by worker owners. There shall be up to five members of the Board elected by consumer owners. There shall be one member of the Board elected by producer owners.   Except for matters for which member voting is required, the Board shall have full power to govern the Cooperative, including, but not limited to, hiring management and evaluating its performance, establishing compensation and benefits for management of the Cooperative, setting the policy framework and constraints under which management must operate the Cooperative and assuring that the mission of the Cooperative is carried out.

4.2 Terms and Elections. Elections shall occur annually, in a manner prescribed by the Board. Directors shall serve a term of three (3) years and shall serve staggered terms so that approximately one-third (1/3) of the Board is elected each year. No Director may serve more than three (3) consecutive terms.

4.3 Vacancies. Any vacancy among Directors elected by the members may be filled by appointment by the Board. A Director so appointed shall complete the pertinent term.

4.4 Removal. A Director may be removed by decision of two-thirds (2/3) of the remaining Directors for conduct contrary to the interests of the Cooperative or for failure to follow Board policies.

4.5 Meetings. The Board shall hold regular and special meetings at such time and place as it shall determine, and all Directors shall be notified in writing of said meeting at least ten (10) days in advance. The time and place of all meetings shall be posted in a conspicuous place at the principal offices of the Cooperative not more than one day after calling of the meeting. Meetings shall be open to all members unless the Board decides to go into executive session regarding confidential or proprietary matters such as: labor relations or personnel issues; negotiation of a contract; discussion of strategic goals or business plans, the disclosure of which would adversely impact the Cooperative's position in the marketplace; and/or discussion of a matter that may, by law or contract, be considered confidential.

4.6 Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken by written action affirmed by all of the Directors. The action is effective when affirmed by all of the Directors, unless a different effective time is provided in the action.

4.7 Quorum. A majority of the current Directors shall constitute a quorum and no decisions will be made without a quorum.

4.8 Conflicts of Interest. Directors shall be under an obligation to disclose their actual or potential conflicts of interest in any matter under consideration by the Board. Directors having such a conflict shall absent themselves from discussion and decision of the matter unless otherwise determined by the Board.

4.9 Officers. The Board will designate officers according to the requirements of state law and as necessary for the effective conduct of Board business. At a minimum, the Board will designate a President, a Secretary, and a Treasurer. Designation of these positions will take place annually at the first Board meeting following the annual membership meeting. The Board may at its discretion rotate or alter Board officers upon a majority vote of the Board.

4.10 Indemnification. The Cooperative shall indemnify and reimburse each present and past Director for any claim or liability (including expenses and attorneys fees actually and reasonably incurred in connection therewith) to which such person may become subject by reason of being a Director. Such indemnification shall be made only if it is determined by the Board that the Director acted in good faith in the reasonable belief that his or her action was in the best interests of the Cooperative, or as otherwise allowed by law.

Article V:  Committees

5.1   Standing Committees.  The Cooperative shall establish the following standing committees:

1.  Finance Committee which shall review and present the Cooperative’s budget to the Board.
2.  Audit Committee, which shall determine the need for an independent audit, and should such audit be necessary, oversee the selection of the auditing firm and the completion of the audit.
3.  Strategic Planning Committee, which shall determine the strategic direction of the Cooperative, based on feedback from all members.
4.  Food Justice and Anti-Racism Committee, which shall determine the policies of the Cooperative to address these community initiatives, based on feedback from all members.
5.  Operations Committee, which shall act as the human resources department of the Cooperative.
6.  Staff Collective Committee, which shall represent the workers of the Cooperative.
7.  Membership and Marketing Committee, which shall oversee the marketing and recruitment activities of the Cooperative.
8.  Producer Committee, which shall work with the suppliers to the Cooperative.

5.2   Ad Hoc Committees.  An Ad hoc committee may be established when deemed advisable by the Board.

5.3   Approval.  All recommendations made by committees must be approved by the Board prior to implementation.

5.4 Committee Membership.  Heads of all standing committees shall be selected from members of the Board.  Heads of committees shall select the other members of their respective committees.

Article VI:  Preferred Stock and Member Loans

6.1 Preferred Stock.  The Board shall have the authority to determine the type, amount, and payment terms of any preferred stock to be issued by the Cooperative; provided, however, that the issuance of any preferred stock will only be approved by the Board if it is in the best interest of the Cooperative.

6.2 Member Loans.  The Board shall have the authority to obtain loans from members and to determine the amount of such loans, the terms and conditions on which the principal will be repaid; and the rate of interest and the terms and conditions on which it will be repaid.

Article VII:  Uses of Net Profits

7.1 Uses of net profits. Within the limits of applicable state and federal tax law and generally accepted accounting principles, the membership shall decide the portion of the net profit that is to be retained within the Cooperative for its stabilization, expansion and development; the portion of the net profit that is to be set aside for investment in the development of other cooperative and community businesses; the portion of the net profits that are to be set aside for projects in the community. The balance of the net profits is to be allocated to the members of the Cooperative as patronage dividends according to the proportion of their purchases with the Cooperative. The Board shall determine when and how such allocations and distributions will be made.

7.2 Consent of members. By obtaining or retaining membership in the Cooperative, each member consents to take into account, in the manner and to the extent required by federal and state tax law, any patronage dividend received from the Cooperative.

Article VIII: Dissolution

8.1 Asset Distribution: The Cooperative may be dissolved upon a decision of the Board and a two-thirds (2/3) vote of the members who participate in the vote. Upon dissolution of the Cooperative, its assets shall be distributed in the following manner and order: (i) by paying or making provision for payment of all liabilities and expenses of liquidation; (ii) by redeeming any equity accounts which, if they cannot be paid in full, shall be paid in proportion to total available equity after liquidation of assets; (iii) by distributing any remaining assets in a way that furthers the Cooperative's mission, as determined by the Board.

Article IX: Amendments

9.1 Amendments. These by-laws may be amended or repealed in whole or in part by a majority of the members who participate in the vote. An amendment may be proposed by decision of the Board or by petition of at least five percent (5%) of members. The proposed amendment shall be publicized to the membership not less than four (4) weeks prior to the voting process, which shall be held at a time and in a manner determined by the Board.