Denver Cooperative Grocery Bylaws

Article I. Name

The name of this corporation is the Denver Cooperative Grocery, Inc., a cooperative corporation, also referred to in this document as DCG, Cooperative, and Cooperative Grocery.

Article II. Offices

The principal office of the Denver Cooperative Grocery, Inc., shall be _________________. Denver Cooperative Grocery, Inc., may also have offices at such other places as the Board of Directors, from time to time, may designate.

Article III. Membership

The Denver Cooperative Grocery shall have one class of members. Any human individual, household, business, cooperative, non-profit organization, or corporation may, on approval of their application, qualify to be a member. Each membership is equivalent to one share and one vote. Membership may be acquired by the following means:

  1. Annual memberships: Only human individuals, including two persons sharing the same household (joint memberships), are eligible for annual membership. To qualify for an annual membership at the cooperative, a one-time only, non-refundable joining fee to be determined by the Board of Directors must be paid. A yearly fee for an annual membership shall be determined by the Board of Directors, payment of which shall entitle holders of the annual membership to benefits to be determined by the Board of Directors for one full calendar year after the membership has been purchased. All moneys paid for memberships, besides the joining fee, shall be regarded as equity shares that are non-refundable until one has paid, over time, an amount equal to that of the lifetime membership.
  2. Lifetime memberships: Lifetime membership may be acquired by human individuals or by two persons sharing the same household (joint membership). All organizations are eligible for lifetime memberships only and will be awarded one membership card and one vote. Lifetime memberships shall be awarded to those members who have paid membership fees in the amount determine by the Board of Directors and shall be regarded as equity shares. These equity shares are refundable within one year of the time that a lifetime member requests that their shares in the cooperative be refunded, on the condition that there is replacement capital as determined by the board of directors. The joining fee shall be waived for those individuals who pay for their lifetime membership in a lump sum at the time of joining. Lifetime members shall be entitled to the same benefits as standard members.
  3. Joint memberships: Any two human individuals sharing the same household (address and kitchen) shall be eligible for a joint membership. Joint members shall receive a maximum of two shares and shall receive the equivalent of two membership votes. Joint membership shall be awarded to households who have paid membership fees in the amount determined by the board of directors. Households are eligible for annual or lifetime memberships.
  4. Discounted Memberships: From time to time the Board may award discounted memberships, at the discretion of two-thirds approval of the Board.
  5. Transferability of memberships: Memberships shall not be transferable, except as provided for in these by-laws.
  6. Extra benefits for members who volunteer work: Members who volunteer at least a minimum amount of time each week or month as determined by the Board of Directors, may be awarded benefits as determined by the Board of Directors. Such benefits will never include additional memberships or additional votes.

Article IV. Meetings of Members

A meeting of the members shall be held annually. A special meeting of the members may be called at certain times: by the members, or by the Board of Directors.

  1. Annual membership meeting: A general membership meeting shall be held once each calendar year between September 15 and October 31 at which time members will elect the Directors and conduct such other business as the members and the Board of Directors deem appropriate.
  2. Notice of annual meeting: Notice of the general membership meeting shall be given at least thirty days prior to the meeting and shall be posted in the principal office and shall also be posted in a clearly visible place in the retail space and sent by mail or by e-mail to each member of the cooperative at the member's last known address and shall include the agenda of the meeting as well as a list of candidates for the Board of Directors with a short paragraph about each candidate, written by each candidate. Each candidate for the Board of Directors must be a member of the Denver Cooperative Grocery and must give a written declaration of candidacy to the board secretary or president at least 45 days prior to the annual membership meeting.
  3. Agenda of Annual Meeting: Members may have an item added to the agenda of the annual membership meeting by making such request to the board President or secretary at least 45 days prior to the annual meeting. The Board must consider the item for inclusion in the Annual Membership Meeting Agenda within ten days. If the request is not accepted by at least two-thirds of the quorum present at the Board Meeting at which the item is considered, members have the option of gathering the signatures of 5% of the membership to have the item added to the agenda. The agenda item and signatures must be submitted 15 days prior to the annual meeting.
  4. Special Meetings. Members may call a special meeting of members at any time with a written petition signed by at least 10% of all members or by the Board of Directors when so directed by a resolution of the Board of Directors. The agenda shall be limited to the specific items listed in the petition. Issues brought to special membership meetings through petition shall be decided on by a two-thirds majority of those in attendance, provided that the quorum requirements of article IV,H are met, unless otherwise stated in these by-laws.
  5. Notice of special meetings. Notice of special meetings shall be delivered to the secretary and posted in the store at least ten days prior to the special meeting. Notice of the special meeting shall also be given by mail or by e-mail to each member of the cooperative at the member's last known address and shall include the agenda of the meeting.
  6. Alternative methods to decide contentious issues. The Board may periodically submit potentially contentious issues, which effect the general direction of the cooperative, to the general membership for consideration and decision. This can be done in two ways:
    1. Decision at membership meetings: Issues submitted to the membership by the Board can be decided upon at the general membership meeting; or
    2. Decision by referenda: Issues submitted to the general membership by the Board can be decided through a tally of votes taken at the cooperative's retail registers, on a one-person, one-vote basis as members pass through the store. Votes shall be collected by a procedure to be specified by the board of directors. Notice of such referenda shall be posted prominently in the retail area of the store and be sent to each member’s last know address, either electronic or material, at least thirty days prior to the vote time; and the voting shall continue for not less than seven days.
  7. Voting. Each member shall be entitled to only one vote on each issue or for each vacancy on the Board of Directors. Proxy voting shall be prohibited. Voting shall be by secret ballot, except that members who cannot attend the general membership meeting are entitled to vote by an alternative means as specified by the board. Candidates receiving the most votes for vacancies on the board of directors shall be elected. In no way shall the articles of incorporation or the by-laws be amended so as to allow for some members to have greater voting power than others, whether such power be proposed based on shares in the cooperative, purchasing at the cooperative, or participation in the cooperative. No member shall be given more voting power than any other member.
    1. Article IV, G may be removed from these bylaws or changed only with the permission of two-thirds of the entire membership of the DCG
  8. Quorum: Membership meetings shall require a quorum of at least 5% of the membership, or 50 persons, whichever is less. Only members in actual attendance at the meeting shall count towards a quorum, except for matters submitted to the membership by mail. Mail ballots cast shall be counted towards the fulfillment of the quorum requirement. In the event that such number of members withdraw from a meeting that quorum is not maintained, the remaining members present at a duly organized meeting may continue to do business until adjournment, provided that any action taken is subsequently ratified by the required number of members.
  9. Two-thirds majority rule. Decisions at general membership meetings shall be made by two-thirds majority rule unless otherwise stated in the by-laws. Issues brought to general membership meetings through petition shall be decided on by a two-thirds majority basis unless otherwise stated in these by-laws.
  10. Facilitator. The Board shall choose a facilitator to conduct the general membership meeting through whatever process it believes to be suitable.

Article V. Board of Directors

There shall be nine elected Board members chosen from the existing cooperative membership. There shall be up to two additional Board members from among the paid employees elected by the employees. The General Manager is prohibited from holding a seat on the Board of Directors.

  1. Term of office. A term of office shall be thirty-six consecutive months. Board members may run for re-election. The paid employee members shall have a term of twelve months and may be re-elected.
  2. Staggering of terms. Terms shall be staggered so that there are three Board members elected each year. Two employee board members will be elected each year.
  3. Compensation. Directors will receive no compensation, although attendance by directors at meetings will meet all requirements for working membership.
  4. Removal. The Board of Directors can remove a Director for cause, including but not limited to
    1. conduct detrimental to interests of the corporation,
    2. lack of sympathy with the corporation's objectives, or
    3. refusal to render reasonable assistance in carrying out the corporation's purposes.

    The Board of Directors can remove a Director for not attending three consecutive regularly scheduled Board meetings or three regularly scheduled meetings over a nine-month period. The Board of Directors can remove a Director for any reason whatsoever so long as the removed Director is given an opportunity to appeal the decision at the next general membership meeting. Said Director may be reinstated on the Board of Directors at such time based on a two-thirds majority vote of the general membership present at the meeting. Directors may be removed by a two-thirds majority vote of the quorum of members present at a general membership meeting so long as said Director has been given written notification at least thirty-five days prior to the meeting and is given the opportunity to put forth a defense at the meeting.

  5. Vacancies on the Board of Directors shall be filled by appointment based on a two-thirds majority vote of the Board of Directors. The board may give preference to candidates who are suggested by the out-going director. Members of the cooperative who have been members for at least one full calendar year shall be eligible for appointment by the Board.

Article VI. Duties of Directors

The duties and powers of the Board of Directors, in addition to those defined elsewhere in the by-laws, and in addition to those necessary or appropriate for the proper conduct of the affairs of the Cooperative Grocery, shall be as follows:

  1. Powers: The Board of Directors shall coordinate and facilitate through the General Manager the functioning of the Denver Cooperative Grocery, Inc. The Board shall adopt such rules, regulations and resolutions not inconsistent with the Articles of Incorporation and the By-Laws, as it may deem proper for the conduct of its meetings and the management of the store. The Board of Directors will hire and evaluate a General Manager, elect Officers of the Corporation, fill vacancies on the Board, and generally oversee the management of the Cooperative Grocery.
  2. Membership meetings. The Directors shall be required to be present at the annual and special meetings of the members.
  3. Officers. The Board of Directors shall elect a Chairperson and Vice Chairperson as well as Treasurer and Secretary.
  4. Facilitator. Meetings of the Board of Directors shall be facilitated either by the Chairperson or by a facilitator appointed by the Board. If the Board chooses to utilize a facilitator, persons for the role of facilitator may be selected as non-voting members from outside the Board of Directors. Facilitators may change as often as the Board sees fit.
  5. Official acts of the Board. Decisions shall be made on a two-thirds majority basis. However, there shall be a strong emphasis on attempting to arrive at consensus.
  6. Board meetings. The Board of Directors shall meet at least once monthly, and more often if it is appropriate, at a time and place determined by the Board of Directors and posted seven days in advance in the principal office. A quorum shall consist of four Directors, or a majority of the Directors in office, whichever is greater. Special meetings may be called by the Chairperson, or by three members of the Board of Directors and all Directors shall receive notice in writing seven days prior to each such meeting.
  7. Procedure. The Board can establish its own rules of procedure not inconsistent with the matters addressed herein.
  8. Committees. The Board of Directors shall call together and dissolve committees as they see fit. Standing committees may only be dissolved through a two-thirds majority vote of the Board of Directors.

Article VII. Duties and Powers of Officers

The duties and powers of the Officers, in addition to those defined elsewhere in the by-laws, and in addition to those necessary or appropriate for the proper conduct of the affairs of the Cooperative Grocery, shall be as follows:

  1. Chairperson. The chairperson shall: a) preside over all meetings of the association and of the directors (with the possible assistance of a facilitator); b) sign as chairperson, with the secretary, all notes, deeds and other conveyances of real estate, as well as all certificates of stock of the association.
  2. Vice-Chairperson. In the absence or disability of the chairperson, the vice chairperson shall perform the duties of the chairperson, until the Board elects a new Chairperson.
  3. Secretary. The secretary shall:
    1. ensure that a complete record
      of the meetings of the association and of the Board of Directors is
      kept;

    2. sign as secretary, with the Chairperson, all notes, deeds andother conveyances of real estate, as well as all certificates of stock of the association, and affix the corporate seal to all documents requiring attestation;
    3. cause to be prepared and submitted to the annual meeting of the members a complete and detailed report of the current year's business. The annual report shall contain a statement of assets and liabilities, a statement of income and expenses, and such other statements and statistical memoranda as the Board of Directors shall require. The Board of Directors may delegate these duties to some employee or employees of the association;
    4. provide that all notices required by law be served;
    5. perform such other duties as may be required of him or her by the association or the Board of Directors. The Secretary may also hold the position of Vice-Chairperson.
  4. Treasurer. The treasurer shall:
    1. oversee the receipt and disbursement of all funds of the association;
    2. ensure that complete records of all financial transactions of the association are kept; and,
    3. perform such other duties pertaining to his or her office as may be required by the Board of Directors.
  5. Secretary-Treasurer. In the event that the office of secretary and treasure are combined, his or her duties shall be a combination of the duties of the secretary and the treasurer and his or her office shall be known as secretary-treasurer.
  6. Manager. The Board of Directors shall have power to employ and dismiss a General Manager of the association. The General Manager shall have general charge of the ordinary and usual business operations of the association, subject to the direction and approval of the directors. The General Manager shall be required to maintain all business records and accounts in such a manner that the true and correct condition of the business may be determined whenever practical. He or she shall provide annual and periodic reports in a form and manner prescribed by the directors. The General Manager shall employ and discharge employees subject to direction and guidelines approved by the Directors. The General Manager shall handle and account for all monies belonging to the association that come into his or her possession in the manner and form prescribed by the Directors.

Article VIII. Purchasing:

It is the intention of this Co-op to stock high quality, healthy, environmentally and socially responsible product lines.

  1. Product Lines. Criteria for Product lines may be suggested by the Board of Directors or petition of members as outlined in article IV, and shall be ratified by the General Membership, unless otherwise stated in these Bylaws.
  2. Prohibited Items. The co-op will not offer tobacco products, products that are known to be tested on animals, and animal products including meat, poultry, fish, crustaceans, worms, or, bugs. Animal products may be accepted in supplements and body care products with Board approval.
    1. The DCG shall not lease, sublease, rent, sublet, or otherwise provide space to any business, enterprise or any endeavor that intends, offers, or actually does sell, give away or otherwise distribute at any time on these premises the flesh of any mammal, bird, reptile, fish, crustacean, bug, or worm. with the exception of fossils. (Infertile eggs and milk products are not considered as part of the creature). Animal products may be accepted in supplements and body care products with Board approval.
    2. Article VIII may be changed or removed from these bylaws only with the permission of two-thirds of the entire membership of the Denver Cooperative Grocery.

Article IX. Books and Records

The Denver Cooperative Grocery, Inc., shall keep a correct and complete record of accounts for the Cooperative and the Board of Directors shall keep copies of the minutes of the membership meeting and meetings of the Board of Directors. The board of directors shall make available the record of accounts for the examination and review of the members by appointment within seven days of the request by a member to review said record of accounts.

Article X. Miscellaneous Provisions

  1. Fiscal Year. The fiscal year of the Denver Cooperative Grocery will run from January 1 through December 31.
  2. Amendments and Initiatives. All of the by-laws and articles of incorporation for the cooperative, unless otherwise specified in the by-laws or Articles of Incorporation, may be amended or repealed and new by-laws adopted by both a two-thirds majority vote of the Board and a two-thirds majority vote of members at the next general membership meeting.
  3. Dissolution. In the event of the dissolution of the cooperative, assets shall be distributed in the following manner: First, any outstanding secured loans shall be paid off. Second, unsecured loans shall be paid. Third, equity shares shall be returned to members. Fourth, remaining assets of the cooperative shall be distributed by the Board to non-profit organizations, other cooperatives and cooperative organizations, as proposed by the board and decided on by the membership.
  4. Severability. If a court of competent jurisdiction judges any section,
    clause, provision, or portion of these by-laws as unconstitutional or
    invalid, the remainder of these by-laws shall not be affected thereby
    and shall remain in full force and effect.

Note: Any additional provisions will be distributed and discussed at the annual membership meeting.