BYLAWS OF OZARK COOPERATIVE WAREHOUSE ASSOCIATION
As amended by the Membership October 3, 1998
Name and Location
The name of this association is the Ozark Cooperative Warehouse Association. The primary business office of the Association is located at 1601 Pump Station Road, Fayetteville, Arkansas 72701.
Section 1. Purposes. The association shall have the following purposes:
(a) To serve people and their needs by fostering cooperative enterprise through education and the distribution of food, products, and services;
(b) To develop and maintain an effective and efficient consumer-owned wholesale food business that provides high quality foods and goods and outstanding service to its members and customers;
(c) To provide access to accurate information concerning the business of the cooperative, food systems, nutrition, technical assistance, ecology, the cooperative principles, and the cooperative movement;
(d) To provide a healthy, rewarding workplace for its employees;
(e) To support and encourage ecologically responsible agriculture and regional production.
(f) To support and participate in national, regional, and local co-op development and integration; and
(g) To do all lawful acts and engage in all lawful business practices not prohibited by the Arkansas Cooperative Association Acts, Arkansas Statutes Annotated, Sections 64-1501 through 1525 (Repl. 1980).
Section 1. Membership. Ownership of this Association shall be vested in the members. Membership certificates will be authorized and issued as described herein. No person or entity shall be issued or entitled to own more than one (1) membership. All memberships are strictly and absolutely nonassignable and nontransferable.
Section 2. Qualification for Membership. Patronage of this Association who have or will purchase a minimum amount of goods and services from this Association, and which are cooperatives, cooperate with other cooperatives, or are otherwise approved by the Board and which operate generally in accordance with the principles approved by the International Cooperative Alliance, shall be eligible for membership.
Section 3. Application for Membership. In order to be issued a membership with this Association, a prospective member must make written application on a form established by the Board of Directors, or by a committee appointed by the Board. If an applicant meets the eligibility requirements for being issued a membership, the Board shall accept the applicant, contingent upon the applicant’s payment of Twenty-Five Dollars ($25.00). Upon such payment, the applicant shall be issued one (1) membership and entitled to all rights and responsibilities thereof, including membership in the Association, all voting rights, and patronage refunds. The Board of Directors shall have the right to impose other requirements for membership, including the contribution of additional equity to the Association. If the Board rejects any application, it shall communicate the reason for rejection to the applicant. Upon payment for its membership, a new member shall receive a copy of the Articles of Incorporation and Bylaws of this Association and a membership certificate as provided herein. Each member shall file, with the President of the Association, the name of an individual representative to act on its behalf and be the primary contact person with this Association and a representative address.
Section 4. Voting. Voting on all matters shall be by membership. The total number of votes which each member may cast shall be as determined by the Board of Directors from time to time, based fairly upon either the total patronage or patronage from time to time of the member.
5. Redemption of Memberships. At any time, if an entity holding a
membership (a) fails to meet the qualifications for such membership; (b) has
failed to patronize this Association for a period of one (1) year or more; or
(c) whenever the Board of Directors, by resolution, finds that such member has
(i) intentionally or repeatedly violated any Bylaw of this Association, (ii)
breached any contract with this Association, (iii) remained indebted to this
Association for ninety (90) days after such indebtedness first became payable,
or (iv) willfully obstructed any lawful purpose or activity of this
Association, then, in any such event, the Board of Directors may redeem the
membership. If the Board proposes to terminate such membership, the Board shall
notify the member that the Board intends to do so by giving at least thirty
(30) days written notice to the member. If the member objects to this action,
in writing, within that period, the action shall be adjudicated by a neutral
committee of three (3) persons agreed upon by the Board and the member. The
committee shall report within thirty (30) days thereafter. Upon redemption of
the membership, all voting rights shall automatically cease, but the member
shall be entitled to receive Twenty-Five Dollars ($25.00) in cash upon termination
of its membership. The member shall also be entitled to redemption of other
member equity as provided in Article IX, Section 12. No action taken hereunder
shall impair the obligations or liabilities of either party under any contract
with the Association, which may be terminated, only as provided therein.
Section 6. Nonmember Purchasers. Any prospective purchasers who do not meet eligibility requirements as members may purchase goods and services from the Association but are not entitled to patronage refunds, voting rights, or any other rights of members.
Section 7. Membership Certificates. The Board of Directors of the Association shall adopt a format for certificate evidencing membership, which shall provide thereon that such memberships are nonassignable and nontransferable, and may be redeemed by the Association in accordance with the Bylaws.
Section 8. Regional Divisions. The Board of Directors shall cause the geographical area served by the Association to be subdivided into regions, the boundaries of such regions being based upon determinable geographic lines and substantial patronage from within such regions.
Meetings of Members
Section 1. Annual General Membership Meeting. The annual general membership meeting of this Association shall be held each year at a time and location to be determined by the Board of Directors.
Section 2. Regional Meetings. Each region served by this Association shall have at least one (1) regular meeting each year at a place and time to be determined by the Board of Directors. A regional representative shall attend the annual meeting held within his or her region each year.
Section 3. Regional Representatives. Each region shall elect one (1) or more persons to serve a two (2) year term as a regional representative. The regional representative shall have the responsibility of organizing the annual regional membership meeting and shall facilitate communications within his or her region to insure clear channels for feedback between members, Board, and management regarding products and services of the Association. Regional representatives shall be responsible for providing notice of regional membership meetings as prescribed by these Bylaws. Regional representatives shall be elected in a manner to be determined by the members of that region.
Section 4. Special Meetings. Special meetings of the members as a whole or of any given regional shall be held at the palace specified in the notice for the meeting. Any such special meeting may be called by a petition signed by members having ten percent (10%) of the total voting power (as a whole or of any given region), by the Board of Directors, the President, or the General Manager. The General Manager shall be responsible for issuing notices.
Section 5. Notice of Meetings. Written notice of every meeting of the members shall be prepared and mailed, at the Association’s expense, to the representative address of each member not less than five (5) days in the case of a special meeting, and not less than thirty (30) days in the case of the general membership meeting, and not more than sixty (6y0) days prior to the date of the meeting. Such notice shall state the time and place of the meeting and, in the case of a special meeting, the purpose for which the meeting is called. No business shall be transacted at special meetings other than that referred to in the notice.
Section 6. Voting. The Association’s warehouse staff shall elect by majority vote, each full-time staff member having one (1) vote, one (1) of its full-time members to represent the staff in membership meetings. Such representative shall have one (1) vote. All persons or entities holding a membership shall have one (1) vote and such additional votes based upon patronage as the Directors may, from time to time, determine.
Section 7. Quorum. Ten percent (10%) of the actual qualified votes must be present by a designated representative (which need not be the representative provided for notice purposes) or by proxy as provided herein to constitute a quorum necessary to the transaction of business at any meeting of its members.
Section 8. Proxies. A member may cast its vote by proxy. The appointment of a proxy shall be in writing, filed with the Secretary of the Association, at or before the meeting. No proxy shall be voted or acted upon after ninety (90) days from its date. A proxy may be voted by a qualified member group in attendance at the meeting. Such a group shall vote no more than one proxy for another member group.
Section 9. Manner of Acting. All decisions made by the members shall be made by a simple majority of those voting, with the exception of amending either the Articles of Incorporation or the Bylaws of the Association, or dissolving the Association; these decisions will be made by a two thirds (2/3) vote of those voting.
Section 10. Powers Reserved to the Members. The following powers are reserved to the members of the Association.
(a) To elect the Board of Directors and regional representatives;
(b) To amend the Articles of Incorporation or Bylaws of the Association; and
(c) To dissolve the Association.
Section 1. Number, Tenure, and Qualifications. The Association shall have a Board of Directors comprised of seven (7) persons elected by the members. The seven (7) Directors shall be divided into three (3) categories so that approximately one third (1/3) will be elected each year. Directors shall be elected to serve three (3) year terms and may succeed themselves. Each Director shall have one (1) vote at Board meetings.
Section 2. Elections of Directors. Directors will be elected each year at the annual general membership meeting as follows:
(a) Directors shall be elected by the members as a whole at the annual general member
meeting and shall serve a term of three (3) years;
(b) Each Director shall continue to hold office until his or her successor is elected and
qualified, or until removed; and
(c) All Directors will be elected by a simple majority vote to be cast either in person or by
proxy as provided in these Bylaws.
Section 3. Nomination of Directors. The Board of Directors shall appoint a nominating committee to seek candidates for the positions on the Board of Directors. The Board of Directors shall establish qualifications for Directors, which will be distributed to the members. The nominating committee shall work with the membership to find qualified candidates, and shall nominate candidates for open Directors positions. The nominating committee shall publish a list of candidates for Directors positions at least thirty (30) days prior to the date of the general membership meeting, with brief statements of qualifications, in a publication generally distributed to all members. Additional nominations may be made by written petition to the Secretary of this Association, by the greater of members holding ten (10) membership votes or three percent (3%) of total outstanding members at least ninety (90) days prior to the general membership meeting.
Section 4. Removal of Directors. The Board of Directors, or any individual Director, may be removed from office, with or without cause, by a majority vote of the votes cast at any membership meeting or by proxy, provided that the Director has been given at least thirty (30) days notice, and an opportunity to speak at the meeting before the removal vote is taken. The motion to remove shall be included in the notice of the meeting.
Section 5. Resignation of Directors. A resignation takes effect when the Secretary receives a written notice of resignation from a Director. Absence unexcused by the Board from three (3) successive Board meetings in any twelve (12) month period shall constitute resignation. The Secretary shall note all unexcused absences in the minutes of the Board meetings.
Section 6. Vacancies. Whenever a vacancy occurs in a Director position, other than from expiration of a term of office, a majority of the remaining Directors may appoint a new Director to fill the vacancy until the next annual meeting of the members (or a special meeting called for that purpose), at which time the members as a whole shall elect a new Director to fill the vacancy for the remainder of the term of the vacant Director.
Section 7. Annual Board Meeting. An annual meeting of the Board of Directors shall be held within fourteen (14) days following the annual general membership meeting each year for the purpose of the election of the officers of the Association for the ensuing year, and to transact such other business as may properly come before the meeting.
Section 8. Regular Board Meetings. A regular meeting of the Board of Directors shall be held at least four times per year at such time and place as the Board may, from time to time, determine.
Section 9. Quorum and Manner of Acting. A majority of the Board shall constitute a quorum for the transaction of business, but if there is not a quorum, those who are present may adjourn the meeting to such time and place as they may determine. The Board will strive to decide all questions by reaching consensus; however, if an impasse is reached, the question may be decided by a simple majority.
Section 10. Executive Committee. The Board of Directors may designate three (3) or more Directors, one of whom shall be the President of the Association, to constitute an executive committee. The Board may elect other Directors as alternate members of the executive committee. The Board may elect other Directors as alternate members of the executive committee. To the extent determined by the Board, such committee shall have and exercise the authority of the Board in the management and business of the Association; provided, however, that such committee shall not have power or authority in reference to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the members the sale, lease or exchange of all, or substantially all, of the Association’s property and assets, recommending to the members a dissolution of the Association or a revocation of a dissolution or amending the Bylaws of the Association.
Section 11. Compensation. If authorized by a resolution of the Board of Directors, individual Directors shall be reimbursed for reasonable expenses required to attend Board meetings and/or receive a monthly honorarium as determined by the Board and approved by the membership.
Section 12. Noncompetition. No Director may compete in business with this Association to a material degree, or be employed by a competitor of this Association. No employee of this Association may hold office as a Director. No dependent or member of the immediate family of any Director may earn more than Five Hundred Dollars ($500.00) per year as an employee of this Association.
Duties of Directors
Section 1. General Powers. The Board of Directors shall direct the business and affairs of the Association, and shall exercise all of the powers of the Association, except such as are by law, the Articles of Incorporation, or these Bylaws conferred upon or reserved to the members as a whole. The Board shall adopt such policies, rules, regulations, and actions not inconsistent with law, the Articles of Incorporation, or these Bylaws, as it may deem advisable.
Section 2. Specific Duties. Major duties of the Board of Directors of this Association are to:
(a) Establish corporate policy.
(b) Employ, determine the compensation and employee benefits of, and evaluate the
performance of the General Manager;
(c) Select officers and fill Board vacancies as needed;
(d) Determine the total capital requirements of this Association and the proportion that
should be provided by the members;
(e) Approve any intermediate or long-term loans, including issues of debentures to members
or to the general public;
(f) Approve, after recommendation from management, an operating budget for the current
year and projections for succeeding years;
(g) Review complete financial statements at least quarterly, and operating reports at more
(h) Apportion the net savings as provided in these Bylaws;
(i) Adopt significant and realistic plans for future development and growth, and review and
modify them at regular intervals;
(j) Determine basic policies for cooperation with other cooperatives;
(k) Determine the basic policies for consumer and cooperative information programs, as
well as guidelines for appropriate political action;
(l) Review and make recommendations on any proposed changes in the Articles of
Incorporation or Bylaws;
(m) Appoint standing committees, including executive and nominating committees, as
required by these Bylaws.
(n) Authorize appropriate officers or agents to sign contracts, leases, or other obligations on
behalf of this Association;
(o) Approve purchase and disposal of large capital items; and
(p) Authorize investment of any surplus funds.
Section 3. Specific Responsibilities. Major responsibilities of the Board of Directors of this Association are to see that:
(a) Comprehensive financial statements are presented to the board or to an appropriate
committee at least quarterly, with operating reports at more frequent intervals;
(b) Adequate accounting records are kept in accord with generally accepted accounting
(c) Accurate Association records are maintained, including copies of the Articles of
Incorporation, Bylaws, Board minutes, member meeting minutes, and copies of all
(d) Accurate and up-to-date lists of names and addresses of intermediate and long-term
creditors, including debenture holders, are maintained;
(e) Accurate and up-to-date lists of member names and addresses are maintained;
(f) Equitable and progressive personnel policies and employee benefit programs are
maintained and reviewed and updated regularly;
(g) All legally required reports are accurately maintained and filed when due;
(h) Notice of member meetings are provided as required by these Bylaws;
(i) Appropriate internal control procedures are in force and periodic audits made as needed;
(j) Adequate channels are provided for member suggestions, commendations, and
complaints, and that response is reasonably prompt and courteous;
(k) Effective programs for consumer and cooperative information are designed and then
(l) Communication between management, Board, committees, and members is reasonably
free-flowing and open in both directions; and
(m) All activities are carried out within the law, the Articles of Incorporation, and these
Section 1. Election of Officers. At each annual meeting of the Board of Directors, the Board shall elect from the Board, the principal officers of this Association, which principal officers shall be a President, a Vice-President, a Secretary, and a Treasurer or a Secretary-Treasurer. In addition, the Board shall elect or confirm a General Manager, who need not be a member of the Board of Directors. The Board of Directors may elect one (1) or more Assistant Vice-Presidents, Assistant Secretaries, and Assistant Treasurers as and when it may deem necessary. The President, Vice-President, Secretary, and Treasurer or Secretary-Treasurer, must be Directors of the Association. An officer may be removed by the Board whenever, in its judgment the best interests of the Association will be served thereby. If any vacancy shall occur among the principal officers of the Association, it shall be filled by the Board of Directors.
Section 2. Duties of President. The President shall (a) preside over all meetings of the Board and of the members as a whole; (b) call special meetings of the Board; (c) perform all acts and duties usually performed by a presiding officer, and (d) sign all membership certificates and such other papers of this Association as he or she may be authorized or directed to sign by the Board; provided, however, that the Board may authorize any person to sign any and all checks, contracts, and other documents in writing on behalf of the Association. The President shall perform such other duties as may be prescribed by these Bylaws or by the Board of Directors.
Section 3. Duties of Vice President. In the absence or disability of the President, the Vice-President shall perform the duties of the President. The Vice-President shall perform such other duties prescribed by these Bylaws or by the Board of Directors.
Section 4. Duties of Secretary. The Secretary shall attend all meetings of the Board of Directors and all general membership meetings, and keep minutes of all proceedings. He or she shall keep a complete record of these meetings of the Association and of the Board, and shall have general charge and supervision of the books and records of the Association. He or she shall sign all membership certificates with the President and such other papers pertaining to the Association as authorized or directed to be signed by the Board. The Secretary shall serve all notices required by law and by these Bylaws, including notices of meetings, and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. He or she shall make all reports required by law and shall perform other such duties as may be required by the Association or the Board. An Assistant Secretary, if any, shall perform the duties of the Secretary during his or her absence or disability, or when otherwise deemed necessary by the Board.
Section 5. Duties of Treasurer. The Treasurer shall perform such duties, with respect to the finances of this Association, as may be prescribed by the Board. An Assistant Treasurer, if any, shall perform the duties of the Treasurer during his or her absence or disability, or as the Board may deem necessary.
Section 6. Duties of General Manager. The General Manager shall be directly responsible for the day-to-day operation of the Association and maintenance of its books, records, and accounting. He or she shall answer directly to the President and Board of Directors and shall be entitled to receive a salary, fringe benefits, and reimbursement for expenses as agreed upon from time to time by the Board of Directors.
Indemnification and Insurance
Section 1. Indemnification and Insurance. The Association shall indemnify, as allowed by Arkansas law, any employee, agent, officer, or Director of the Association, for any costs incurred in defending, settling, or paying out judgments on any action or proceeding brought against him or her for any act in such capacity, provided that act did not contravene any statute imposing specific liability for that act, and so long as he or she is not adjudged liable for negligence, fraud, or criminal act. The Association may carry appropriate liability insurance to protect both such employees, agents, officers, and Directors, and the Association itself against the costs of such indemnification.
Capital and Dividends--Patronage Refunds
Section 1. Dividends. The Association shall not pay dividends upon its membership certificates, but shall pay patronage refunds to its members as provided herein. Each transaction between this Association and each member shall be subject to, and shall include as a part of its terms, each provision of the Articles of Incorporation and Bylaws of this Association whether the same be expressly referred to in said transaction or not. Each member who has purchased goods and services in the given fiscal year from this Association shall be entitled to any and all patronage refunds as defined in this Article IX of the Bylaws arising out of said patronage.
Section 2. Capital--Member Override Contributions. The Board of Directors in its sole discretion may establish overrides to be added uniformly to the sales price of all goods and services rendered by the Association, both to members and nonmembers. Such overrides, when paid by the members, are nonassignable and nontransferable, and shall be reflected in the accounts of the Association as “member equity” and credited to the equity account of that member. Such overrides paid by nonmembers shall be accounted for as gross receipts. Member override contributions shall accrue no profit, interest, or dividends. Redemption of override contributions shall be in accordance with Section 12 of this Article.
Section 3. Gross Receipts. All receipts from business done with or for members shall be deemed to be “gross receipts.”
Section 4. Annual Savings.
(a) The Association shall deduct from said gross receipts:
(i) All operating expenses and costs;
(ii) The cost of goods sold to members;
(iii) The cost of services performed for members;
(iv) All taxes and all other necessary expenses; and
(v) Reasonable and necessary reserves for depreciation, depletion, and obsolescence
property, doubtful accounts, and other valuation reserves, all of
which shall be established in accordance with usual and customary accounting
(b) The Board of Directors may choose to establish and add to a general reserve, any
reasonable portion of the figure remaining after the deductions in Section 4(a) for any
lawful and reasonable purpose designated by the Board.
(c) The remainder of said gross receipts, after all above deductions have been calculated
upon a fiscal year basis, shall be deemed to be net proceeds of “annual savings.”
(d) Annual savings from business with or for members shall be calculated, allocated, and
distributed as patronage refunds to its members based upon the quantify or value of
business done with or for such members, as determined by the Board of Directors.
(e) This Association shall distribute twenty percent (20%) or more of its patronage refunds
in cash and the remainder in qualified written notices of allocation.
Section 5. Manner of distribution of Patronage.
(a) The annual savings, excluding annual savings from sources other than patronage with or
for members, shall be distributed annually in cash or in the form of a written notice of
allocation and credited to the members’ separate equity accounts on the books of the
Association. The Board of Directors in its discretion may determine to have distributions
to the members be made by virtue of either qualified or nonqualified written notices of
(b) Annual net savings derived from sources other than business with or for members shall
be credited to the general earned surplus, and from such account this Association may
pay income tax and may expend monies from such account for any purposes determined
by the Board of Directors in accordance with the law, the Articles of Incorporation, and
(c) Distribution of annual savings shall be made as soon as practicable after the close of each
fiscal year, and written notice shall be sent to each member showing the total
distribution, showing the exact amount distributed in cash and in written notices of
allocation. Said notice shall be given not more than eight and one half (8-1/2) months
after the close of the fiscal year.
Section 6. Loss or Losses. In the event this Association shall incur a net loss in any fiscal year, the net loss may be charged against any one or more of the several equity accounts of the Association as the Board of Directors, in its discretion, may deem appropriate for the business needs of the Association. In any7 event, treatment of members similarly situated shall be equivalent. This section shall not be construed or administered in such a way as to deprive this Association of the right to carry back or carry forward net operating losses to past or future years, in accordance with the applicable provisions of the Internal Revenue Code or any state taxing statutes.
Section 7. Revolving Capital. When, in the sole opinion of the Board of Directors, the Association has sufficient working capital, then member equity in the form of either overrides or written notices of allocation may be called for payment at the lesser of the stated value or book value thereof. Such equity may be paid or redeemed in whole or in part at such time, in such manner, and in such order as shall be determined by the Board of Directors, so long as all members similarly situated are treated equally.
Section 8. Transfer. No member may transfer its equity, whether in the form of membership, member overrides, or written notices of allocation except in the instance of a member group dividing into two or more new member groups, in which case equity, whether in the form of member overrides or written notices of allocation may be transferred from one member to another upon the written request of both members, signed where applicable by their presidents and secretaries.
Section 9. Consent. Each member of this Association on the effective date of this Bylaw who continues as a member after such date shall, by such act alone, consent that the amount of any distributions with respect to its patronage which are made in written notices of allocation and the amount disclosed to the recipient as the stated dollar amount of any unit retain certificate (as defined in 26 U.S.C. 1388) and which are received by it from the Association will be taken into account by it at their stated dollar amounts in the manner provided in 26 U.S.C. 1385(a) in the taxable year in which such written notices of allocation are issued.
Section 10. Consent Notification to Members and Prospective Members. Written notification of the adoption of this Bylaw, a statement of its significance, and a copy of the provision shall be given separately to each member and prospective member before it becomes a member of this Association.
Section 11. No Dividends or Interest. No dividends or interest shall be paid on any member interests or notices of allocation.
Section 12. Redemption of Member Equity. Member equity in the form of either accumulated member overrides or written notices of allocation, upon redemption of a membership as otherwise provided herein, shall likewise be redeemed for cash or deferred payment evidenced by a promissory note, as the Board of Directors, in its discretion, deems in the best interests of the Association. In the event redemption is by deferred payment and evidenced by a promissory note, said note shall be payable over a period not to exceed seven (7) years and shall not bear interest.
The fiscal year of this Association shall commence on the first day of January each year and shall end on the last day of December of each year.
These Bylaws may be amended or repealed, and new Bylaws may be adopted at any annual or special meeting of the members as a whole, by the vote of a two thirds (2/3) majority of the votes of the members present, or voting by proxy at such meeting. The notice of such meeting must contain the full text of the proposed amendment.
Upon dissolution of this Association, the assets of the Association, after all debts have been paid or adequate reserve for the payment thereof made, shall be distributed among the members of the Association in proportion to their entitlement to voting rights. Solely for the purpose of determining voting rights for dissolution, patronage shall be determined and issued to those members who, during the current year, have accumulated sufficient purchases to entitle them to patronage upon the close of the current fiscal year, and those rights shall be accumulated with current rights.
ADOPTED AND EFFECTIVE the 28th day of September, 1986. Revised and amended as approved by the membership on the 3rd day of October, 1998.
Dan Kelley, President of the Board
Ozark Cooperative Warehouse Association
Blue King, Secretary of the Board
Ozark Cooperative Warehouse Association
Nick Masullo, Notary Public
Washington County, Arkansas
My commission expires January 1, 2002.