co-op news | october 2014
DESCRIPTION
A monthly publication of the North Coast Co-op in Arcata and Eureka CA.TRANSCRIPT
Co
-op
New
s
P
res
or
ted
Sta
nd
ard
No
rth
Co
ast
Co
-op
U.S
. Po
stag
e PA
ID81
1 I
Str
eet
Eur
eka,
CA
955
01A
rc
ata,
CA
955
21
Per
mit
No
327
Co
-op
New
s
P
res
or
ted
Sta
nd
ard
No
rth
Co
ast
Co
-op
U.S
. Po
stag
e PA
ID81
1 I
Str
eet
Eur
eka,
CA
955
01A
rc
ata,
CA
955
21
Per
mit
No
327
Co
-op
New
s
P
res
or
ted
Sta
nd
ard
No
rth
Co
ast
Co
-op
U.S
. Po
stag
e PA
ID81
1 I
Str
eet
Eur
eka,
CA
955
01A
rc
ata,
CA
955
21
Per
mit
No
327
Co
-op
New
s
P
res
or
ted
Sta
nd
ard
No
rth
Co
ast
Co
-op
U.S
. Po
stag
e PA
ID81
1 I
Str
eet
Eur
eka,
CA
955
01A
rc
ata,
CA
955
21
Per
mit
No
327
CO-OP NEWS CO-OP NEWS CO-OP NEWSA Publication of the North Coast Co-op • Oct. 2014
CO-OP NEWS
ELECTION SECTIONEssential election information and
your official ballot. Voting runs through Oct. 15
p. 6-15
ANNUAL REPORT Special Insert:
Financial information and Co-op accomplisments
for FY2014
LOCAL RECIPEMiso Honey Glazed Turnips:Made with local turnips from
Willow Creek Farmsp. 16
AndRSVP
by Oct. 13
See p. 2
1 CO-OP NEWS | Oct. 2014
| CO-OP COMMUNITY |
INSIDE OCTOBER 2014
Plus This Special Insert:
CO-OP NEWSIssue 70 | Oct.2014
www.northcoast.coop [email protected]
EDITOR Melanie Bettenhausen
Marketing & Membership Director(707) 502-3555 ext. 132
GRAPHICS & COORDINATIONAmy Waldrip
Graphic Design Coordinator(707) 502-3555 ext. 120
Jeremy Smith-DanfordMarketing & Graphics Assistant
(707) 502-3555 ext. [email protected]
ARCATA LOCATION 811 I St., Arcata • (707) 822-5947
Open daily: 6 am to 9 pm Kevin Waters, Store Manager
kevinwaters@nor thcoast.coop
EUREKA LOCATION25 4th St., Eureka • (707) 443-6027
Open Daily: 6 am to 9 pmToby Massey, Store Manager
tobymassey@nor thcoast.coop
COOPERATIVE OFFICES 811 I St., Arcata
GENERAL MANAGERKelli Reese (707) 502-3555 ext. 124
kellireese@nor thcoast.coop
MEMBERSHIP COORDINATOR Bella Waters (707) 502-3555 ext. 135
bellawaters@nor thcoast.coop
HUMAN RESOURCESLisa Landry (707) 826-8670 ext. 127
lisalandry@nor thcoast.coop
ACCOUNTING Kelli Costa (707) 502-3555 ext. 138
kcosta@nor thcoast.coop
BOARD OF DIRECTORSKelly Boehms, Kate Lancaster,
Fred Moore, Tim Silva, Steve Suttell, Jessica Unmack, John Woolley
THE COOPERATIVE PRINCIPLES:Voluntary & Open Membership Democratic Member Control
Member Economic Participation Autonomy & Independence
Education, Training & Information Cooperation Among Cooperatives
Concern for Community
The Co-op does not officially endorse the services or products of any paid advertiser. All articles,
columns and letters are the expressed opinion of the author and not the Co-op News.
LETTERS TO THE EDITORLetters must include your name, address, mem-ber #, and telephone #. Letters should be kept to a maximum of 250 words and may be edited. We regret that we may not be able to publish all letters due to limited space. Email your letters to [email protected] or send them to: Co-op News, 811 I Street, Arcata, CA 95521.
This year’s crop of pumpkins at Warren Creek Farms looks plen-tiful for our annual Co-op Pump-
kin Patch event, in which roughly 3,700 children visit our Pumpkin Patch and learn about a local farm. They even get to pick out and take home a pumpkin—on us! The Pumpkin Patch is located at the Arcata Bottom site of Warren Creek Farms.
The pumpkin field is dry farmed, which means that no irrigation is used to grow the plants. The seeds sprout and grow using only moisture in the soil. While many farms that usually dry farm in our area have required irrigation this year, the plants at our Pumpkin Patch site have grown and set considerable quantities of pumpkins without using additional water. We’re proud to say that
they are also organically farmed.There are a number of factors that
contribute to soil moisture on the Arcata Bottom. It is located close to the ocean and is in the fog belt, so there is less evapotranspiration (loss of soil moisture due to evaporation and plant transpira-
tion). The location is also right next to the Mad River. The consistent flow of the Mad River, due to on-going release of water from the dam at Ruth Lake, helps to recharge the water table. A recharged water table helps maintain moisture in the layer of soil where plants’ roots are.
While the drought of this past year has affected farmers to varying degrees across the county, the Co-op organiz-ers are excited that the pumpkin fields on the Arcata Bottom are looking pro-ductive for the kids scheduled to attend this very popular Co-op sponsored field trip. School reservations have already been made for this year and our event is full, but you and/or your family and friends can visit the Pumpkin Patch at Warren Creek Farm during the times listed below. The pumpkins won’t be free, but the farm is beautiful and the hay covered paths that wind between the sunflowers and the corn maze are an experience not to be missed—Happy Pumpkin Patching!
Dry Farming at the Co-op’s Pumpkin Patch
Photo by Dayton GriffithJacoby Creek School’s first grade class visits the pumpkin patch with the Co-op in 2013.
Annual Report
2013-2014
By Sallie Grover, Floral Department
Directions to the Patch: Take the Giuntoli Lane exit off of US Highway 101. Go west toward Mad River Hospital, but turn right on Heindon Road. Turn left onto Miller Lane, then right onto Mad River Road. Follow the signs toward Mad River Beach. Warren Creek Farm is on the right—1171 Mad River Road. For more information call (707) 822-6017.
Visit the Warren Creek Farm Pumpkin PatchOct. 1-Oct. 24
Weekday hours: 1pm-5pmWeekend hours: 9am-5pm
Oct. 25-Oct. 31 Weekends & weekday hours:
9am-5pm
2 Annual Membership Meeting
3 Celebrate Co-op Month!
3 Member Survey
4 Non-GMO Month
5 Giant Pumpkin Contest
6-15 Special Election Section
14 Official Voting Ballot
16 Miso Honey Glazed Turnips
17 Co-op Kids Winner
18 Questioning Canola
18 Member Call Out
19 Member Giveaway
20 Member Comments
21 Roasted Pumpkin Seed Hummus
22 Your Guide to the Tomato
23 Reference Guide
23 Community Kitchen
www.northcoast.coop 2
Dry Farming at the Co-op’s Pumpkin Patch
Annual Report
2013-2014OCTOBER 18, 2-5PM WHARFINGER BUILDING, 1 MARINA WAY EUREKA
ICE CREAM PARTYWith locally made
ice cream from Living the Dream and
The Scoop.
RSVP for this Member only event by October 13 • Free
For more information contact Membership Coordinator
Bella Waters (707) 382-3109
Michael Dimock is internationally recognized as a thought leader,
organizer and advocate for trans-formation of farming and food
systems. He’s been involved with Community Alliance with Family
Farmers (CAFF), founded the Slow Food Russian River chapter, was the
first California Governor of Slow Food USA and is a regular contribu-tor to Huffington Post and Civil Eats. He’s spoken at previous Humboldt Food Policy Council meetings and we’re excited to have him speak
at our meeting.
By Sallie Grover, Floral Department
Executive Director of Roots of Change
3 CO-OP NEWS | Oct. 2014
| CO-OP MONTH |
Detach this entry form & return it to the Member Survey box located near Customer Service at either store location. Be sure to include your name, contact information, and member number so that we can contact you if your entry is drawn. You can also send your ideas to [email protected] with “Member Survey” in the subject line. Must be a member to enter. Co-op employees and their families are not eligible to win.
Phone #: Member
Member Name:
Member SurveyOur Eureka store is long overdue for a new paint job. What are your thoughts on our Eureka store’s
current exterior colors? (see left)
DEADLINE TO ENTER: OCT. 31Win a
$25 gift card!
We are proud to be part of a movement that proves respecting people is good for business. Millions of con-
sumers around the globe have joined coop-eratives for many reasons, including finding that they fill a need for housing, electricity, food, insurance and financial services…the list is endless. What attracts people to coop-eration is that their co-ops operate on their behalf with honesty, fairness and transpar-ency—they are based on values not unlike those people aspire to for themselves: self-responsibility, democracy, equality, and social responsibility (www.ica.coop). In the United States, 30,000 co-ops provide two million jobs, and one of every four people is a member of a cooperative.
These values connect us. Co-ops foster real relationships with their customers by providing service rooted in community. It’s all about trust. For example, at our Co-op we actively support and seek out local farm-ers and have an agreement to buy their prod-ucts each season. The farmers know that the Co-op will keep its word, and our shoppers can expect the highest-quality food grown with integrity. At food co-ops, it’s not uncommon for customers to know the real people who stand behind the products avail-able.
Cooperative values also transcend co-op size. It doesn’t matter whether your coop-erative is so large that it employs thousands of people, or so small you can fit everyone involved in a single room; co-op values remain the same. Co-ops strive to go above and beyond to do what’s right, whether
its protecting the environment, providing fair wages, or developing the local food-shed.
The food co-ops that make up the National Cooperative Grocers Associa-tion have more than 1.3 million members across a “virtual chain” of over 120 retail food co-ops nationwide. Collectively, food co-ops have a strong social and eco-nomic impact. They work with an average of 157 local farmers and producers (com-pared with 65 for conventional grocers). They contribute to the community with high levels of charitable giving, an aver-age of 13% (compared to 4% for conven-tional grocers). Plus food co-ops generate more money for their local economy—1.5 times more than conventional grocers. Find more info on how food co-ops do things differently and the impact they have in the Healthy Foods Healthy Communi-ties report, found at http://strongertogether.coop/food-coops/food-co-op-impact-study/.
Co-ops demonstrate their commitment to ethics by extending them in an ever widen-ing circle. When a co-op makes a profit, you can be assured it was gained through fair business practices, and in most cases, any surplus is reinvested in the co-op or shared equitably among member-owners. Some of those co-op value circles start very small and grow into greater influence, changing lives in the process. We know none of the great things co-ops accomplish would be possible without the people worldwide who use co-ops to meet their needs.
This month we celebrate co-ops world-wide—Happy Co-op Month!
October is Co-op MonthAdapted from an article by the National Cooperative Grocers Association
Vote Yes on Measure PA GMO-free Humboldt Protects Small Family Farms
www.northcoast.coop 4
| FOOD NEWS |
Measure P is the ballot initiative that would prohibit the growing of Genetically Modified Organisms (GMOs) in Humboldt County. I’m not talking about basic hybrid-
ization of plants; I’m talking about the practice of inserting the DNA of one spe-cies into the genes of another. This practice can only happen in a lab and has not been tested by the Food and Drug Administra-tion (FDA). In fact, ingredients in foods that were derived using this technique are considered “food additives”. The FDA doesn’t even have a system in place to deal with GMOs.
Fortunately, the National Organic Stan-dards Board of the United States Depart-ment of Agriculture (USDA) does: GMOs
are not allowed in organic production. Many of our local farmers are organic farmers and follow the rigorous guidelines set by the USDA organic certifying agency, or that of other organic certifiers such as CCOF. Organic farmers are at risk of losing their certification if their crops are tested and are discovered to be contaminated by GMOs. The pollen from GMO crops can cross-pollinate with organic crops simply by blowing in the wind, thus destroying the organic integrity of the crop.
Organic farmers rely heavily on the
integrity of their crops and our local farm-ers are no different. Organic crop contami-nation by GMOs would have devastating economic consequences. Organic farmers would not be able to sell their product as organic and the certification of their fields could be compromised.
Not only are organic crops in high demand nationally, they are also what we have come to expect from Humboldt farm-ers. We are not the only ones. As Humboldt County gains recognition outside of our region, our high standards are what attract others to seek our Humboldt products.
Of the more than 25 specialty crop farmers from whom the Co-op currently purchases, roughly 80% are certified organic. As the largest purchaser of local, organic produce, the Co-op believes it is our responsibility to stand with our farm-ers and support Measure P.
I’m with the farmers. Are you? If so, vote Yes on Measure P in November.
Melanie Bettenhausen Marketing & Membership
Director
Vote Yes on Measure PA GMO-free Humboldt Protects Small Family Farms
GMOs are not allowed in organic production. Many of our local farmers are organic farmers and follow the rigorous guidelines set by the USDA organic certifying agency, or that of other organic certifiers such as CCOF. Organic farmers are at risk of losing their certification if
their crops are tested and are discovered to be contaminated by GMOs.
“
“
More About the Non-GMO Project can be found on their website • www.nongmoproject.org
Learn more about GMOs and
the efforts to label them in the US with these free informational packets,
found at Customer Service.
This October, we will join more than 1,500 grocery retailers across North America partici-pating in the fifth annual Non-
GMO Month. Created by the Non-GMO Project, this celebration puts a spotlight on a person’s right to choose food and products without genetically modified organisms (GMOs).
We talk to customers every day who are worried about the spread of GMOs in our food supply. With GMOs now con-taminating as much as 80 percent of con-ventional packaged foods, we are more committed than ever to helping people find safe, healthy non-GMO choices. We believe people have the right to know what’s in their food, so we help shop-pers identify Non-GMO Project Verified choices with special shelf tags, end cap displays and educational materials. We also have a policy that states we will no longer knowingly bring in new products that are ask risk for containing GMOs.
The non-GMO category is one of the fastest growing sectors in grocery; with 80 percent of shoppers seeking out non-GMO products and 56 percent say-ing non-GMO was key to brand buy-ing.1 This growing awareness is sparking major change in the industry: labeling ballot measures; food manufacturers refining ingredients; retailers announc-ing their non-GMO purchasing policies; and food service companies inquiring about verification. To date, over 22,000 products have been Non-GMO Project verified, with annual sales of these prod-ucts topping $7 billion.
Public concern about GMOs is rising as studies increasingly raise doubts about the long-term safety and environmental impact of this experimental technology. GMO labeling is mandatory in 64 coun-tries around the world, including Aus-tralia, Russia, China, and all of Europe, but no such requirements exist in the U.S. We have seen a push for labeling
and a desire for non-GMO products. We are thankful that the Non-GMO Project has been able to support our efforts to provide non-GMO products for our customers.
The Non-GMO Project is a nonprofit organization committed to preserving and building the non-GMO food sup-ply, educating consumers, and providing verified non-GMO choices. They believe that everyone deserves an informed choice about whether or not to consume genetically modified organisms.
Look for the butterfly to find Non-GMO Project verified products and find free Non-GMO Project stuff in our stores. Come celebrate Non-GMO Month with us!
This article provided by the Non-GMO Project and adapted for the Co-op News.
5 CO-OP NEWS | Oct. 2014
| PAGE NAME |
* Two winners will be chosen in each store—one in the kid category (12 & under) and one in the adult category (over 12). Ties will be broken by random drawing. Employees and their families are not eligible to enter.
Come into either store location this October to
guess the weight of the giant pumpkin, grown organically
by our local farmers at Willow Creek Farms!
Those who guess closest to the
pumpkin’s actual weight will win a
$50 gift card!*
LOVING HANDS INSTITUTE
State Licensed School for Holistic Massage Therapy
Since 1989
Private Massage Practice, Open Daily
www.lovinghandsinstitute.com
LOVING HANDS INSTITUTE
State Licensed School for Holistic Massage Therapy
Since 1989
Private Massage Practice, Open Daily
www.lovinghandsinstitute.com
advertise in the co-op news
Affordable and package rates available Limited space. Contact Amy Waldrip at (707) 382-3107
Read It
Before
You Vote
Don’t forget to vote! 6 Don’t forget to vote! 6
ELECTION SECTION 2014
Voting Guide Voting runs Sept. 27 thru Oct. 15
Votes will be considered valid if all of the following apply:
1. Membership with the North Coast Co-op is current as of September 4, 2014.
2. Votes per ballot cannot exceed the num-ber of open seats.
3. Ballots must include the member’s name written legibly, their member number and their signature.
4. Write-in candidates must be current members of the North Coast Co-op and agree to candidate requirements (list available at Voting Table).
In the event that more than one otherwise valid ballot is cast by the same member-ship, only the ballot of the first name on the membership will be tallied.
Electioneering will not be allowed within 100 feet of the ballot boxes at the stores.
Ballot boxes are located near the front entrance in each store.
Ballots may be dropped off at ballot boxes in either the Arcata or Eureka store or mailed to the address shown on the back of the ballot.
The Nominating Committee will count the votes and notify the membership with in-store signs within one week. The can-didates receiving the highest number of votes will be elected.
For a vote to be valid a quorum must be met, which is 250 or five percent of the membership (whichever is lesser) casting ballots.
I personally love this time of year. Some of my favorite things are fresh pressed apple cider, hayrides with my kids, and carving pumpkins while the weather cools and the sunlight wanes. I also love to see how this
change of seasons brings about changes in my kitchen at home. This month in our pantry we’ll finish off our jars of smoked albacore from last year, we’ve already restocked the staple jars of applesauce and honeyed peach preserves, and I’ll be adding hot pepper jelly for the first time...wish me luck! As with the seasons and the composition of my kitchen pantry, the Co-op’s Board of Directors also goes through an exciting change this time of year. It’s time to vote for new directors for the Co-op’s Board; that visionary group that helps guide our cooperative into a sustainable and vibrant future.
This year there are two open seats on the Co-op’s Board of Directors. One seat designated for an employee-member and one seat open to the general member-ship. Fortunately, we have two enthusi-astic members running to fill those seats. Our employee-member, Cheri Strong, was elected by the Co-op employees in July and now must be ratified by the general membership, while Dave Ferel is run-
ning for the general member seat; both are former Board members. The two incom-ing directors will be replacing outgoing directors John Woolley and Tim Silva. As a previous Board Chair, John contributed not only his extensive local expertise and insight but also a professional manner in leading Board meetings; and Tim, as an employee director, brought valuable per-spective from inside the stores as well as a calm and respectful personal presence to the Board. On behalf of the other members of the current Board and the Co-op mem-bership at large, I thank them both for their many contributions over the years.
We can typically take an uncontested election as a sign that the general member-ship is satisfied with the direction we’re going, however, as a member-owned busi-ness your democratic participation is both integral and important. The Co-op needs member-owner participation in decision-making. Greater participation creates a stronger more inclusive co-op, and ensures member support for its decisions and busi-
ness direction. The Board of Directors makes decisions impacting you and your local community, but despite the signifi-cance of the decisions made, do you know what the voter turnout was for last year’s Board of Director elections? Are you ready? With 15,620 members, only 216 voted, resulting in 1.38% of our member-ship taking that extra minute to vote. And you thought voter participation in other local and national elections was low -- but we can do better! We need to do better, our bylaws state that an election is not valid unless we have a quorum which is 250 or five percent of the membership (whichever is lesser) casting ballots. Even in uncon-tested elections, voting is not only your member-owner responsibility but one of membership’s greatest benefits, giving us each a continued voice in our cooperative.
It’s oh so very easy and really only takes a minute! So please, exercise your voting voice and challenge other members to do the same -- we can do so much better than 216 votes!
Your Vote is Needed and Appreciated
Jessica UnmackNominating Committee
Chair
ELECTION SECTION
INDEXp. 7 Candidate Statements
p. 7 Updating the Co-op’s Bylaws
p. 8 Changes to Proposed Bylaws
p. 8-11 Proposed Bylaws
p. 11-15 Current Bylaws, Approved by Membership Oct. 2009
p. 14 Official Ballot
Voting ends Oct. 15
Read It
Before
You Vote
What are the bylaws?The short answer is that the bylaws are the document our co-operative uses to gov-ern itself. The bylaws operate much as the U.S. Constitution sets the general proce-dures for running our nation. The bylaws define membership requirements, voting rights, the organization of our board of
directors and elections, and the timing of notices concerning meetings. The Board uses the bylaws to set adminis-trative policy, and our General Man-ager uses them in the implementation of cooperative goals.
Why update the bylaws?Revising the bylaws is akin to unpack-ing a box you put in the back of the closet several years ago. Everything you filled it with served a purpose once, but may not be needed anymore, or might be useful in a different form. The bylaws committee constituted to do the revisions work went through the entire document word-by-word! We found repetitions, contradictory sections, ambiguous procedures, and sec-tions out-of-compliance with current Cali-fornia legal codes.
Looking toward our future, we inserted language to allow web transmission of newsletters and notices of elections (for those who use current technology). We ensured that when we have the inter-net technology capacity, we can proceed with electronic voting (for those who wish to vote electronically). These steps are intended to increase accessibility and make our Co-op more democratic.
What do the bylaws have to do with selling groceries?Not much. Your day-to-day shopping experience won’t change because we adopt changes in the bylaws, but they have a profound effect on the governance of our beloved community institution. They help to ensure that we operate effectively, with honesty and transparency, and they define the relationships of member-owners, the Board, those who work in our business, and our management team. Let me repeat that: they define the relationships between all the stakeholders in the Co-op.
Who was involved? How long did it take?A committee of six began working in March of 2013. The Board, management, and member-owners were all represented. There were eleven formal meetings over the next seventeen months, hours of phone conversations, emails, and smaller huddles on one detail or another--hun-dreds of hours. Then the bylaws commit-tee solicited member input at a series of public forums; proposed changes were printed in installments in the Co-op News; and finally, public response in letters was discussed at Board meetings, resulting in
further changes. What you have before you is the product of a small group of wordsmiths and an active, engaged membership.
Will we have to do this again?Certainly. Not right away though. State laws change, organizations evolve, opera-tional procedures require new guidelines, and so we’ll need to return to the process in four or five more years. Adaptation is critical to survival, and what we approve this year will assuredly be tinkered with by someone down the road. As we all know, the only constant is change.
We are thankful for the many voices that we heard during this process and look forward to announcing our newly updated bylaws at the Annual Membership Meeting on October 18 (see p. 2). Please vote yes!
Updating the Co-op’s Bylaws
Fred MooreBoard President
I’ve shopped at the Co-op for forty years, been a member for thirty- two years, been an employee for twenty-seven years and have served on the Board. If I could have a Board wish list for the next three years these things would be on it:
Recognize that micro-aggressions are a prob-lem within the Co-op community. The Board needs to develop a plan to educate and prevent these subtle but damaging behaviors. Whether inten-tional or not, microaggressions are a stumbling block to communication.
The Co-op has collective bargain-ing because employees lost faith in management. The Board needs to engage in a more collaborative and less confrontational approach to nego-tiations. Starting negotiations months before the contract expires would help take some of the pressure off.
I would encourage the administra-tive staff to organize.
Engage in a marketing campaign that is more personalized and local-
ized. While it’s great to support the Non-GMO movement--there are some who see it as elit-ist--we should also focus on individuals who are responsible for getting food to the table.
The NCGA model is an attempt to homog-enize and sanitize coop-eratives across the coun-
try. Humboldt County prides itself on being different, especially our membership. Rather than making the shopping experience here the same as anyplace else we should accentuate our differences.
We’ve done a good job of getting shoppers to bring their bags and to a lesser extent have gotten them to use returnable bottles. We should do more to promote returnable packaging.
The past two years have been challenging in Prepared Foods. Huge turnover and the use of temps results in continual training. The constant churn is tough on morale. This has highlighted the need for a better hiring process.
I am currently the Direc-tor of Mad River Alli-ance and Owner/Manager of Feral Family Farms. A member of the North Coast Cooperative since 1998, I have a back-ground in science educa-tion, scientific research, and organic farming. My experiences as an educa-tor provided me oppor-tunity to work with groups from an array of diverse demographics, allowing me to hone my group man-agement skills, and gain insight to the variety of perspectives around California and the USA. As a scien-tist I try to bring an objective view to the group. My experience has served me well, allowing me to understand, or have empathy for the many differ-ent viewpoints that are represented in such a diverse organization as the North Coast Cooperative.
Having previously served on the board offers me some awareness of what it takes to work together fol-lowing the Mission, Vision, Values, and Principles of a co-op. Working
together, following our mission, the board is able to expand the cooperative’s sphere of influence within our community. And, the board, as a demo-cratically elected body, has the opportunity to guide the General Manager to best serve the Community, the
Environment, and the Employees in a fiscally responsible manner. With this in mind, I seek the opportunity to be democratically elected to serve on the board of the North Coast Cooper-ative. I offer my experience, earnest effort, and service if elected.
Statements from CandidatesEmployee Director Candidate
Cheri StrongGeneral Board Candidate
Dave Feral
Read It
Before You Vote
Read It
Before You Vote
Find your ballot
on p. 14
View candidate statements on
YouTubewww.youtube.com/
TheNorthCoastCoop
7 SPECIAL ELECTION SECTION 2014
Don’t forget to vote! 8
General Board Candidate Dave Feral
Read It
Before You Vote
Read It
Before You Vote
PROPOSED
PROPOSED
Changes to Proposed BylawsAs you may have been following in previous issues of the
Co-op News, we have been in the process of revising our bylaws for the last 18 months. We shared the proposed changes to the bylaws in the March, April, May and June 2014 issues of the Co-op News and asked for feedback in our member surveys. We hosted a series of member forums to answer questions and hear concerns. We appreciate everyone who was able and willing to devote time to reviewing the proposed bylaw—your feedback was critical in creating the best bylaws for our Co-op.
Based on member feedback and conversations with our attor-ney Therese Tuttle (Partner at Tuttle & Van Konynenburg), Teree Castanias (CA CPA) and Bruce Mayer (Wegner CPAs) some sec-tions of the previously proposed bylaws have changed. We wanted to highlight those changes here to make it easy to follow along. Below are the sections that were changed since we previously printed the proposed bylaws in the Co-op News.
The current and final draft of the proposed bylaws (included here) was approved by our Board of Directors and the Board rec-ommends that members adopt these bylaws. Please submit your ballot (p. 14) by mail or drop off at our stores in the appropriate ballot box by October 15. We thank you for your vote!• Throughout the document, where appropriate, the word ‘mem-ber’ was changed to ‘member-owner’. Also, ‘cooperative’ was changed to ‘Co-op’.• Section 2.01 – Qualification of Membership. Inserted language to clarify that points A through D must be met to be considered a member-owner. Added point D to reiterate the requirement that member-owners must work towards Fair Share membership and agree to purchase terms. • Section 2.03 – Acceptance of Applications. Rejected applicants will be notified within 30 days by written notification. The phrase ‘for reasons satisfactory to the Board’ was removed, and the phrase ‘administrative shares’ was replaced with ‘membership fees’. • Section 2.06 – Nontransferability. Added ‘by a member’ to the end of sentence one and removed redundant language in second sentence to clarify that memberships cannot be sold by members.• Section 2.07 – Inactive Status. The phrase ‘good standing’ was replaced with ‘active status’ to be consistent throughout the docu-ment. Notification of inactive status has been changed from ‘25 days’ to ‘regular intervals’. The word ‘annual’ was inserted to clar-ify that the Fair Share purchase requirement is an annual purchase.Section 2.09 – Termination. Added point C to clarify the process for members who are placed in inactive status and do not cure their status within 90 days of receiving the inactive status notice. • Section 3.02b – Share Class and Ownership – Class B Sustain-ing Shares. Inserted the three ways member-owners will obtain Class B shares.• Section 3.02c – Share Class and Ownership – Class C Co-op Shares. Replaced ‘member’ with ‘Fair Share member’, thus reaf-firming only Fair Share members can hold C shares. Replaced ‘maximum of $50,000 worth or 5,000 of Class C shares’ with ‘number of Class C shares as set by the Board’. • Section 3.02d – Share Class and Ownership – Class D Shares. Further defined D Shares based on how they will be utilized for retained patronage.• Section 3.03 – Fair Share Membership Status Definition. Replaced ‘maximum of $50,000 worth or 5,000 of Class C shares’ with ‘number of Class C shares as set by the Board’.• Section 3.04 –Partial Repurchase. Language reworked to be clearer that members who own Class B shares in excess of Fair Share membership status may cause the Co-op to cash out or roll excess Class B shares into dividend earning Class C shares. No member-owner shall own more than the set Fair Share membership shares, currently set at $300 in Class B shares. • Section 3.06 – Gift of Proprietary Interests. Last paragraph removed due to redundancy. • Section 3.08 – Repurchase. Inserted the terms and conditions for repurchasing Class C and D Shares.• Section 4.03 – Meeting Notice. Removed requirement to mail all written voting and ballot materials 30 days prior to meetings, due to new voting period and newsletter mailing timeline. Notice of time, place and agenda of meetings increased from 30 days to 35 days’ notification. • Section 4.05 – Action at Member-Owner Meeting. Changed to say that prior written notice to all members is required for any binding action to be taken at a membership meeting. • Section 4.07 – Ballots. Language was broadened to cover bal-lots for other types of elections, not just Board of Director elec-tions, and removed language that tied ballots to annual meeting. Also included language that limits ballots to be sent to only active member-owners. Sending of ballot timeframe changed from 30 days to no less than 35 days nor more than 90 days before the meeting. Language included that allows for electronic transmission of ballots and materials. Also, that all returned electronic ballots meet reasonable assurance for electronic signature as per Section 8.02. Voting result announcement changed from ‘five days after the annual meeting’ to ‘no more than five business days after the close of voting’. • Section 4.8 – Quorum. Added the option for extending the vot-
ing period if a quorum is not reached, and that the Board of Direc-tors may fill vacancies in the absence of a quorum.• Section 4.9 – Action by Written Ballot without Meeting and Member Initiatives. Removed reference to Member Initiatives to become new Section 4.10 – Member Initiatives, and removed electronic ballot language (moved to Section 4.07). Also includes timeframe of no less than 35 days for voting and requires a quorum be met for action to be valid.• Section 4.10 – Member-Owner Initiatives. Moved member initiative language from Section 4.9 to be its own section. Only addition was to include Board Policy Manual as the location where process for member-owner initiatives would be explained. This section now reads: Members may request that action be put for-ward to the membership. The Secretary shall cause a vote to be taken by written ballot on any action or recommendation proposed in writing by at least twenty percent (20%) of the members, pursu-ant to the procedures set forth in the Board Policy Manual.• Section 5.01 – Composition and Qualifications. Removed ‘full time’ requirement for employee directors and included Board Assistant in list of excluded personnel from serving on the Board.• Section 5.05 – Meetings. Replaced ‘shall’ with ‘may also’ in regard to the Secretary calling a meeting.Section 5.06 – Notice. Changed two references of ‘oral’ to ‘verbal’ and ‘store’ to ‘building’.• Section 5.08 – Action Without a Meeting. Inserted clarifying language that states Board can take action without a meeting, only if written consent to take action without a meeting is signed by all directors and filed with the minutes of the meetings.• Section 5.10 – Quorum. Inserted clarifying language regarding number of ‘seated directors’, not number of ‘authorized directors’ for quorum.• Section 5.11 - Vacancies. Replaced ‘then in office’ with ‘seated at that time’ and inserted ‘within’ in last sentence. • Section 5.12 - Election. Removed ‘at the annual meeting’ as directors are elected by ballot, not at the annual meeting. Included language to state that the process for electing employee directors will be covered in the Board Policy Manual. • Section 5.14 – Removal of Directors. Created points B and C from original one point. Revised point C to read: “If by majority vote the Board of Directors finds that any Director has damaged the Co-op by his or her actions, including but not limited to, release of confidential information, or by a violation of the Co-op’s Code of Ethics.”• Section 7.01 – Distribution of Net Savings. Change word ‘sav-ings’ to ‘earnings’ throughout the section. Replaced ‘good stand-ing’ with ‘active status’. Removed section of last sentence that refers to ‘two or more locations’. Also included direction for allo-cations that are nominal amounts, and that net earnings are to be distributed or allocated in cash or shares.• Section 7.02 – Exceptions. Portions of this section were moved to Section 7.01 and title changed to Adjustments to Net Earnings. Removed member option to waive patronage refunds, as that’s not legally allowed. • Section 7.03 – Distribution and Notice. Word ‘rebate’ changed to ‘refund’. • Section 7.05 – Retained Amounts. Word ‘rebate’ changed to ‘refund’.• Section 7.06 – Allocation of Net Loss. Language reworked to allow more options for Board of Directors. • Section 7.07 – Dividends on Class C shares. New section that specifies dividends on C shares will exclusively be paid out of non-member-owner patronage business income.• Section 8.07 – Access to Information. The phrase ‘reasonable aspects’ was included to refer to the type of operational and finan-cial information that would be provided to member-owners upon receipt of request. Language was included to state that no individ-ual member-owner will be provided access to the Co-op’s records of membership.
Proposed Bylaws Proposed BYLAWS OF THE NORTH COAST CO-OP
SUMMARIZED TABLE OF CONTENTS:
Article I Identity and MissionArticle II Membership
Article III Membership SharesArticle IV Member-Owner Meetings and Voting
Article V Board of DirectorsArticle VI Officers and CommitteesArticle VII Patronage Distributions
Article VIII Fiscal and Miscellaneous Matters
ARTICLE IIdentity and Mission
Section 1.01 – Name and Mission. The North Coast Co-op is a member-owned organization guided by the cooperative principles. As a leader in our community we emphasize a diverse selection of products while engaging member-owners through consumer edu-cation, community building, and environmental responsibility.
Section 1.02 – Cooperative Principles. In order to fulfill the
above mission, the following principles shall be embodied in every cooperative function, including the dispensing and production of goods and services, the working conditions of the employees, and the organizational structure of the cooperative. The North Coast Co-op will abide by the seven international cooperative principles:
1. Voluntary and Open Membership2. Democratic Member Control3. Member Economic Participation 4. Autonomy and Independence 5. Education, Training and Information 6. Cooperation among Cooperatives 7. Concern for Community
ARTICLE II Membership
Section 2.01 – Qualification of Membership. Any person whose bonafide residence is in and remains in the State of Califor-nia and any organization having its principal place of business and operation or activity in California, who or which is in sympathy with the identity and mission of the North Coast Co-op (hereinafter referred to as Co-op) may become a member-owner of the Co-op if all of the following are met:
a. Agree to such uniform conditions as may be prescribed by the Board of Directors or as may be set forth in these Bylaws.
b. Full payment of any nonrefundable administrative fee set by the Board of Directors.
c. Full payment for one (1) Class A Membership Share.d. Agree to purchase Class B shares in an amount and purchase
terms as set by the Board of Directors to reach Fair Share membership status, as defined in these Bylaws.
Section 2.02 – Application for Membership. Any applicant eligible for and desiring admission to become a member-owner of the Co-op shall file a written application for admission in whatever form and containing whatever information the Board of Directors shall prescribe.
Section 2.03 – Acceptance of Applications. Applications for membership shall be reviewed by the Board of Directors or by a Membership Committee duly authorized by resolution to admit members. The application shall be accepted unless rejected with notification in writing within thirty (30) days. If accepted, the applicant shall be admitted to become a member-owner and shall be allowed to vote and hold office. If rejected, the applicant shall be entitled to a full refund of any amounts paid for membership fees.
Section 2.04 – Membership Composition. A membership may consist of up to two (2) and only two (2) persons who reside at the same physical address. If a membership consists of two people, both member-owners have equal rights and responsibilities, though only one vote will be counted for the membership and only one may serve in an elected capacity in the Co-op at any one time.
Section 2.05 – Rights and Responsibilities. a. Member-owners may attend any open meeting of the Board
and its committees; and may become a member of commit-tees duly chartered by the Board of Directors.
b. Member-owners have the right to vote at all general or spe-cial member-owner meetings at which there is a quorum.
c. Member-owners are responsible for electing the Board of Directors in the manner set forth by these Bylaws.
d. Member-owners agree to abide by these Bylaws, and the Articles of Incorporation.
e. Each voting member-owner will be sent or shall receive a copy of the Articles of Incorporation, Bylaws, and disclosure document of the Co-op upon becoming a member-owner, or being designated the voting member-owner.
Section 2.06 – Nontransferability. Membership rights and interest, including shares, may not be sold, assigned, or otherwise transferred by a member-owner. Following termination of mem-bership the Co-op will upon request of the member-owner transfer the carrying value of such rights and interest, net of any authorized offsets, to the credit of another member-owner. Any attempted transfer contrary to this section shall be wholly void and shall con-fer no rights on the intended transferee.
Section 2.07 – Inactive Status. A member-owner shall be placed into inactive status who becomes delinquent by 90 days in meeting the annual Fair Share purchase requirement, as established by the Board of Directors. When inactive membership status hap-pens, the membership rights shall then be suspended. A member-owner in inactive status may re-attain active status only upon full payment of their share purchase requirement, established by the Board of Directors. References in these Bylaws to the rights and entitlements of member-owners shall be understood to refer only to member-owners in active status. At regular intervals the Board shall cause a notice of a member-owner’s inactive status to be mailed to each member-owner being placed in inactive status. Such notice shall be effective if mailed to the address of the membership being changed to inactive status last appearing on the records of
9 SPECIAL ELECTION SECTION 2014
PROPOSED
PROPOSED
PROPOSED
the Co-op.
Section 2.08 – Death or Dissolution. Upon notification to the Co-op of a death of a member-owner, all rights and interests in the Co-op shall be transferred by the Co-op to the other member-owner, in the case of a two person membership. If no second member-owner is listed, all rights and interests of the deceased member-owner in the Co-op shall cease, except for any rights of redemp-tion under these Bylaws. Upon notification of the dissolution of a member-owner that is an organization, the membership shall be immediately terminated and all rights and interests in the Co-op will cease except for any rights of redemption under these Bylaws.
Section 2.09 – Termination. Upon termination of a member-ship, all rights and interests in the Co-op shall cease except for any rights of redemption under these Bylaws.
a. Voluntary termination. Member-owners may terminate their membership in the Co-op at any time by written request.
b. Termination for cause. The Co-op may terminate a member-ship for cause, which shall include but not be limited to theft, embezzlement, violence on Co-op property or at Co-op functions, or acts of significant damage to the Co-op. Mem-berships may be terminated provided the accused member-owner is first accorded an adequate opportunity to respond to the charges in person or in writing and such termination shall be approved by a two-thirds vote of the Board of Directors.
c. Termination following inactive status. The Co-op may ter-minate any membership placed in inactive status, pursuant to Section 2.07, where the member-owner has not cured his or her status within 90 days of receiving notice of inactive status.
When a membership is terminated, regardless of the reason for ter-mination, the Co-op shall repurchase the membership shares in the Co-op, including Class B, Class C and Class D, subject to the same terms and limitations governing all share repurchases of that par-ticular class or series, including availability of replacement capital and the discretion of the Board to determine terms of repurchase. In any case, the Class A share of the member-owner shall be cancelled and he or she shall no longer have voting rights in the Co-op.
ARTICLE III Membership Shares
Section 3.01 – Share Issuance. Shares may be issued for money paid in an amount determined from time to time by the Board of Directors and/or as share dividends, patronage refunds or other changes affecting shares.
Section 3.02 – Share Class and Ownership. The Co-op shall have four (4) classes of shares, with such shares described in the Articles of Incorporation and these Bylaws.
a. Class A Membership Shares. Subject to the approval of the Board of Directors, the Articles of Incorporation, and any other applicable law, each membership may only hold one Class A Share. Ownership of one Class A share entitles a membership to only one vote in the affairs of the Co-op and to all the rights and privileges of membership as described by statute, the Articles and these Bylaws. No dividends shall be paid on Class A shares.
b. Class B Sustaining Shares. Subject to the approval of the Board of Directors, the Articles of Incorporation, these Bylaws, and any other applicable law, each membership shall own a specified number of Class B shares, as set by the Board, up to Fair Share Membership Status as defined in Section 3.03 of these Bylaws. No dividends shall be paid on Class B shares. Any patronage refunds not paid in cash may be distributed to the member-owners in the form of Class B Shares or fractions thereof.
c. Class C Co-op Shares. Subject to the approval of the Board of Directors, the Articles of Incorporation, these Bylaws, and any other applicable law, each Fair Share member-ship, as defined in Section 3.03 of these Bylaws, may hold a maximum number of Class C Shares as set by the Board. Class C shares and fractions thereof may be issued as a share dividend credit, or patronage refund or upon a share split, reverse share split, or other change affecting outstanding C Shares. The Directors may declare dividends on paid up Class C Shares not to exceed any maximum rate established by statute.
d. Class D Shares. Subject to the approval of the Board of Directors, the Articles of Incorporation, these Bylaws, and any other applicable law, each member may hold a maxi-mum number of Class D Shares as set by the Board. Class D Shares and fractions thereof may be issued as a non cash portion of the patronage refund.
Further conditions on share issuance. By duly adopted resolu-tion, the Board may from time to time impose further conditions upon the initial issuance of shares of any class including, but not limited to the purchase of one or more Class B, C or D Shares, or any combination thereof.
Section 3.03 – Fair Share Membership Status Definition. A “Fair Share” Membership Status is attained when a membership purchases one Class A Share plus the number of Class B Shares designated as necessary by the Board of Directors for such Status. The Board of Directors shall determine from time to time the mini-mum number of Sustaining (Class B) shares that shall constitute such “Fair Share” Membership status.
Section 3.04 – Partial Repurchase. A member-owner owning a number of Class B shares in excess of Fair Share Membership status may cause the Co-op to purchase his or her excess shares upon written request to the Board of Directors. Subject to Section 3.08 of these Bylaws, the Board shall make the purchase in cash or other shares or both.
Section 3.05 – Escheated Shares. Any share of a member-owner, together with any accrued and unpaid dividends and patronage distributions related to that member-owner, that would otherwise escheat to the State of California as unclaimed personal property shall instead become the property of the Co-op, pursuant to section 12446 of the California Consumer Cooperative Code, if the Co-op gives at least sixty (60) days’ prior notice of the proposed transfer to the affected member-owner by:
1. First-class mail to the last address of the member-owner shown on the Co-op’s records, and
2. By publication in the newspaper of general circulation in the county in which the Co-op has its principal office.
Section 3.06 – Gift of Proprietary Interests. A member-owner, holding any proprietary interest in the Co-op which becomes subject to unclaimed property laws may make a gift to the Co-op of such interest either by affirmatively so designating in a communica-tion to the Co-op or by failing to claim the interest after the Co-op has completed the procedure set forth in Section 3.05. A person who fails to make such claim or provide such notice of objection shall be deemed to have made a gift of such interest to the Co-op as of the effective date of such transfer.
Section 3.07 – Evidence of Membership. Statement of Class A Shares, in a form to be determined by the Board of Directors, may be issued to each membership, as determined by the Board of Directors. Share certificates, in a form to be determined by the Board of Directors, may be issued to each purchaser of Class B or C Shares, as determined by the Board after the full purchase price has been paid. Any share certificate or other evidence of share ownership shall maintain a legend stating substantially the follow-ing: This security is not registered under the Securities Exchange Commission Act of 1933, and any transfer or resale of said security is prohibited and void.
Section 3.08 – Repurchase. Upon written request following
voluntary or involuntary termination of membership, the Class A and B Shares of the requesting member-owner shall be redeemed as soon as practicable as determined by the Board of Directors as long as the Co-op has received replacement capital, for an amount not to exceed the shares’ original cash purchase price, and less any amounts owed to the Co-op. Class C Shares may be repurchased by application, signed by all member-owners on the membership, and according to the terms of any Class C Share purchase agreement between member-owners and the Co-op. Class C Share repurchase requests are redeemed when replacement capital is received, but may take up to 12 months and are subject to the claim of creditors.
Class D Shares are not eligible for repurchase at the request of the member. The Board has the sole discretion on the timing of repayment of the Class D Shares.
Any amounts in dispute shall be held by the Co-op pending resolution of the dispute. In the case of termination of membership, a reasonable administrative fee may be imposed, as determined by the Board.
ARTICLE IV Member-Owner Meetings and Voting
Section 4.01 – Annual Meeting. There will be one general member-owner meeting per year held in the fall quarter. The date and time of such meetings shall be set by resolution or motion of the Board.
Section 4.02 – Special Meetings. Special meetings of the member-owners may be called at any time by a majority of the Board of Directors and shall be called when a petition stating the purpose of the meeting signed by five percent (5%) of all member-owners eligible to vote is presented to the Board.
Section 4.03 – Meeting Notice. Notice of time, place, and agenda of all meetings shall be given personally, by mail, and/or by electronic transmission by the Co-op, (California Corporations Code section 20 and 21) addressed to the member-owner at the address shown on the books of the Co-op of each member-owner at least thirty-five (35) days prior to these meetings and shall be
posted in all of the Co-op’s buildings, unless otherwise provided in these Bylaws.
Section 4.04 – Member Date of Record. The record date for determining the memberships entitled to vote at a meeting or to cast written ballots is Forty Five (45) days before the date of the meeting.
Section 4.05 – Action at Member-Owner Meeting. No bind-ing action shall be taken on items at a meeting without the prior written notice to all member-owners.
Section 4.06 – Voting. Each membership shall have the right
to one vote in Co-op elections. No membership may have more than one vote and there shall be no proxy voting in Co-op elections.
Section 4.07 – Ballots. All voting shall be held by ballots dis-tributed to all current, active memberships of record per Section 4.04 no less than thirty-five (35) days before nor more than ninety (90) days before the date of the meeting. Ballots shall be made avail-able at store locations and by mail to members and can be returned by mail or in person to sealed ballot boxes in all retail outlets. If approved by the Board of Directors, such ballot and any related material may be sent by electronic transmission by the Co-op (as defined in Section 20 of the California Corporations Code) and may be returned to the Co-op by electronic transmission to the Co-op (as defined in Section 21 of the California Corporations Code). The last date of voting shall be clearly printed on the ballot. Ballots shall be counted and the results announced no more than five business days after the close of voting. To be valid, ballots must be:
a. Signed by a member-owner and indicate the Co-op member-ship number on the ballot, and
b. From a current, active membership, andc. Shall not be from a membership casting more than one bal-
lot, andd. Returned through means that meet reasonable assurance for
electronic signature per Section 8.02 if an electronic ballot.
Member-owner identifying information shall be removed before counting ballots. Ballots shall contain names of all candi-dates for election, plus write-in space for each available general election seat.
Section 4.08 – Quorum. In order for a vote to be considered valid action by the Co-op’s members, the Co-op must receive ballots from the lesser of two hundred fifty (250) memberships or member-ships representing five percent (5%) of all memberships eligible to vote. Should the quorum not be achieved in writing by the final day of voting, voting may remain open for an additional seven (7) days to ensure that a quorum is met. In the absence of a quorum for an election of the Board of Directors, the Board of Directors shall fill vacancies in accordance with section 5.11 of these Bylaws.
Section 4.09 – Action by Written Ballot Without Meeting. Any action that may be taken at any regular or special meeting, including election of Directors, may be taken without a meet-ing through distribution of a written ballot to every membership entitled to vote on the matter. Such Written Ballots shall pro-vide for a time for voting, to be not less than 35 days following the mailing of the Ballot. Such Written Ballots shall be valid provided a quorum is met as provided in Section 4.08, herein.
Section 4.10 – Member-Owner Initiatives. Member-owners may request that action be put forward to the membership. The Sec-retary shall cause a vote to be taken by Written Ballot on any action or recommendation proposed in writing by at least twenty percent (20%) of the membership, pursuant to the procedures set forth in the Board Policy Manual.
ARTICLE V Board of Directors
Section 5.01 – Composition and Qualifications. The Board shall consist of seven (7) persons, who hold and continue to hold separate, active Co-op memberships. Two (2) and only two (2) shall be Co-op employees who also hold current memberships. The fol-lowing persons are excluded from serving on the Board of Direc-tors:
a. General Manager, members of the management team, Board Assistant and any employee that directly reports to the Gen-eral Manager
b. Persons of the same household or immediate family of a Director, the General Manager or any manager of the Co-op.
The Nominations and Elections Committee may set additional qual-ifications, in its discretion, as set forth in the Board Policy Manual.
Section 5.02 – Term. The term of service shall be for three (3) years, with new Directors being alternately elected at the time of the Annual meeting. Terms begin at the Organizational meeting, the first duly called Board Meeting, which shall be held within two weeks of the Annual Meeting. No Director shall serve more than three (3) consecutive terms without a break for at least one year.
Don’t forget to vote! 10
PROPOSED
PROPOSED
PROPOSED
Section 5.03 – Nominations and Elections Committee. The Board of Directors shall appoint a Nominations and Elections Com-mittee, pursuant to Section 6 and shall prescribe reasonable nomi-nation and election procedures for the election of Directors given the nature, size and operations of the Co-op. The procedures shall be set forth in the Board Policy Manual, and shall include:
a. a reasonable means of nominating persons for election as Directors,
b. a reasonable and equal opportunity for a nominee to com-municate the nominee’s qualifications and the reasons for the nominee’s candidacy to the member-owners,
c. a reasonable opportunity for all nominees to solicit votes, d. a reasonable opportunity for all the member-owners to
choose among the nominees. These procedures, as set forth in the Board Policy Manual, shall be available to any mem-ber-owner who requests a copy.
Section 5.04 – Duties and Responsibilities. Subject to the California Consumer Cooperative Corporation Law, and any lim-itations in these Articles of Incorporation and Bylaws relating to actions requiring membership approval, the activities and affairs of the Co-op are conducted and all corporate powers are exercised by and under the Board of Directors. The management of the Co-op shall be vested in a General Manager selected by and responsible to the Board of Directors.
The Board of Directors shall maintain a Board Policy Manual, including a Code of Ethics, detailing the implementation and administration of the various Co-op functions and structures enu-merated in these Bylaws. The provisions of the Board Policy Man-ual shall be consistent with these Articles of Incorporation and these Bylaws and the provisions of the California Consumer Cooperative Corporation Code, and in the event of an inconsistency or conflict, the provisions of the Articles of Incorporation, Bylaws and Califor-nia Consumer Cooperative Corporations Code shall control.
Section 5.05 – Meetings. Meetings of the Board shall be held regularly. Meetings not called by the Board (special meetings) may be called by the President, and may also be called by the Secretary upon request of any three Directors.
Section 5.06 – Notice. Meetings called by the Board shall require no notice, it being the responsibility of absent Directors to inquire as to the time of further scheduled meetings. Special meet-ings shall require written or verbal notice to all Directors. Written notice shall be delivered at least seven days before the date of the meeting, and verbal notices shall be given in person or by a tele-communications device at least three days before the date of the meeting. Notices of meetings of the Board shall also be posted in a timely manner and in a conspicuous place in the Co-op’s buildings, but the inadvertent failure to do so shall not affect the validity of the meeting.
Section 5.07 – Meetings by Telecommunication. Directors may participate in a meeting of the Board by conference telephone, electronic video screen communication, or other electronic trans-mission whereby all persons participating can hear one another, as required by California Corporations Code sections 20 and 21.
Section 5.08 – Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting only if a written consent to take action without a meeting is signed by all Directors and filed with the min-utes of meetings. Action by consent shall not be used to avoid the open meeting requirement.
Section 5.09 – Open Meetings. Meetings of the Board and all committees exercising any authority of the Board shall be open to member-owners, except that sessions of a meeting may be closed as to matters of a confidential or sensitive nature.
Section 5.10 – Quorum. No less than 2/3 of the authorized number of Directors seated at that time shall constitute a quorum for the transaction of business.
Section 5.11 – Vacancies. All vacancies, including Employee Director seats, shall be filled by vote of a majority of the Direc-tors seated at that time, whether or not less than a quorum, or by a sole remaining Director until the expiration of the term(s) of the vacant Director(s). If an election is scheduled to be held within four months after the vacancy, the Board may choose not to fill the seat.
Section 5.12 – Election. The Directors shall be elected by writ-ten or electronic ballots, as set forth in the California Consumer Cooperative Code at section 12463. The Board of Directors and its Nominations and Elections Committee shall have sole respon-sibility for the supervision of the election. With the exception of the candidates for Employee Directors, the candidates receiving the highest number of votes of the membership up to the number of non-Employee Directors to be elected shall be elected. Procedures for election of Employee Directors shall be stipulated in the Board
Policy Manual.
Section 5.13 – Resignation. Any Director may resign effec-tive upon written notice to the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If a res-ignation is effective at a future time, a successor may be appointed by the Board of Directors, pursuant to these Bylaws to take office when the resignation becomes effective.
Section 5.14 – Removal of Directors. The term of office of a Director may be terminated prior to its expiration in any of the following ways:
a. If any Director fails to attend three (3) duly noticed Board meetings within a one hundred (100) day period. A Director shall be considered to be in attendance at a meeting of the Board when physically present or when the Director is at the meeting via teleconference when all Directors in attendance can hear one another.
b. If any Director has been declared of unsound mind by an order of court, or convicted of a felony.
c. If by majority vote the Board of Directors finds that any Director has damaged the Co-op by his or her actions, includ-ing, but not limited to release of confidential information, or by a violation of the Co-op’s Code of Ethics.
d. Any or all of the Directors may be removed from office by a vote of the membership.
e. If an employee Director has been promoted to the manage-ment team or at the time of an Employee Director’s resigna-tion from employment.
f. Automatically upon termination of membership or placement into inactive status.
Section 5.15 – Conflict of Interest. The Board of Directors shall ensure that no Board member will be able to use the powers of that position to profit for themselves. All Directors must sign a Code of Ethics stating that they agree to disclose all economic con-flicts of interest they may have. A Director having such an interest shall be permitted to make a statement with regard to the matter, but shall not be permitted to participate in the discussion or decision of the matter. This provision shall not apply in the setting of dividend rates on C or D shares, provided reasonable protections are in place to avoid any conflict as set forth in the Board Policy Manual.
Section 5.16 – Compensation. The Directors of the Co-op shall receive reasonable compensation as may be set from time to time by resolution of the Board of Directors subject to member-ship approval. In addition, the Directors may be reimbursed by the Co-op for their actual and reasonable expenses incurred in the per-formance of their duties as Directors of the Co-op, provided such expenses are approved in advance by the Board of Directors.
Section 5.17 – Indemnification. All Directors shall perform the duties of a Director, including duties as a member of any com-mittee of the Board upon which the Director may serve, in good faith, in a manner such director believes to be in the best interests of the Co-op and with such reasonable care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The Co-op shall have all rights and powers allowed by law and Corporations Code Section 12377, and amendments thereto, to indemnify, and advance expenses to Directors, officers and other agents. The Co-op shall indemnify, and advance expenses to present and former directors, officers and other agents to the full extent permissible; and such payments shall be reported in writing to member-owners with or before the next scheduled meeting of member-owners.
ARTICLE VI Officers and Committees
Section 6.01 – Titles and Qualifications. The officers of the Co-op shall consist of President, Vice President, Secretary, and Treasurer. The Board may designate other officers or assistant offi-cers. All officers shall be Directors.
Section 6.02 – Appointment of Officers. Officers are elected by a majority of the Board at the Organizational Meeting to be held within two weeks of the Annual Meeting, as set forth in the Board Policy Manual.
Section 6.03 – Resignation and Removal. Any officer may resign at any time by delivering a written notice of resignation to the Board of Directors. The acceptance of any resignation, unless required by its terms, shall not be necessary to make it effective. Any officer may be removed at any time, either for or without cause, by a vote of the majority of Directors then in office as long as notice is given at a meeting of the Board of Directors and that notice specifies the reasons for proposed removal.
Section 6.04 – Vacancies. Any change in officer position may be filled for the unexpired portion of the term by majority vote of the Board of Directors.
Section 6.05 – Officer Duties. The officers of the Board shall have the following general responsibilities, as well as any other duties as assigned by the Board of Directors:
a. The President shall be responsible for coordinating the activities of the Board and assuring the orderly conduct of all meetings of the Board and member-owners. The Presi-dent shall also be an ex-officio member of all the standing committees.
b. The Vice President shall be responsible for performing the duties of the President in his or her absence or disability and, as requested, assisting other officers in the performance of their duties.
c. The Secretary shall be responsible for ensuring that adequate minutes and records are maintained for all meetings of the Board and member-owners, issuing notices required under these Bylaws and authenticating records of the Co-op.
d. The Treasurer shall oversee the maintenance of financial records, reporting of financial information and filing of required reports and returns.
Section 6.06 – Committees. The Board of Directors shall uti-lize the following standing committees to oversee issues related to the management and operation of the Co-op as designated in the committee charters. The Board may also appoint ad hoc commit-tees as needed.
a. Nominations and Elections Committee. The Nominations and Elections Committee shall be appointed by the Board and shall not include any candidates of a current election. Among duties set forth in the Board Policy Manual, the chair of this Committee shall be authorized to open the ballot boxes and collect ballots received by mail.
b. Finance Committee. The Finance Committee shall be chaired by the Treasurer of the Co-op. The Finance Committee shall be appointed by the Board and may include Board members and current Co-op members-owners and meet no less than quarterly.
ARTICLE VII Patronage Distributions
Section 7.01 – Distribution of Net Earnings. The realized net earnings of the Co-op, to the extent attributable to the patronage of member-owners, shall be allocated and distributed among member-owners in active status in proportion to their patronage and in such a manner as to constitute patronage dividends within the meaning of federal income tax law. In determining and allocating such adjusted net earnings, the Co-op shall use a single allocation unit except to the extent that, subsequent to the adoption of these Bylaws, it shall engage in any new and distinct line of business. Any allocations of such nominal amounts as not to justify the expenses of distri-bution may, as determined by the Board, be excluded from distri-bution provided that they are not then or later distributed to other member-owners. Net earnings may be distributed or allocated to member-owners in cash or shares. The cash portion of the patron-age refund will be paid in cash or added to B shares at the option of the member-owner. The non-cash portion will be allocated to D shares in the name of the member-owner.
Section 7.02 – Adjustments to Net Earnings. The annual net earnings shall be determined in accordance with generally accepted accounting principles (otherwise known as book earnings). The Board may, in its sole discretion, make adjustments to net earnings to fund a reserve or to allocate gain or loss where the income or expense recognized for book purposes does not reflect an equitable treatment of the members. Such provision is intended to be used infrequently.
Section 7.03 – Distribution and Notice. A portion of patron-age refunds may be retained for the capital needs of the Co-op, as determined by the Board. Distributions shall be accompanied by qualified or non-qualified written notices of allocation as defined by Section 1388 of the Internal Revenue Code delivered to recipient member-owners within eight months and fifteen days following the close of the fiscal year
Section 7.04 – Consent of Member-Owners. By obtaining or retaining membership in the Co-op, each membership shall thereby consent to take into account, in the manner and to the extent required by Section 1385 of the Internal Revenue Code, the stated dollar amount of any qualified written notice of allocation in the taxable year in which such notice is received.
Section 7.05 – Retained Amounts. Amounts retained pursu-ant to Section 7.03 shall be credited to Class D Shares in the names of recipient member-owners, shall accrue no monetary return on investment, and shall not be transferable. They shall be redeemed when determined by the Board to be no longer needed for capi-tal purposes. At that time they shall be redeemed in the order of the oldest outstanding amounts and on a pro rata basis among such amounts. Retained amounts may also be redeemed under compel-ling circumstances as determined by the Board. Retained patronage refunds shall be redeemed at their carrying value on the books of
11 SPECIAL ELECTION SECTION 2014
PROPOSED
PROPOSED
the Co-op or their net book value, whichever is lesser.
Section 7.06 – Allocation of Net Loss. In the event the Co-op shall incur a net loss in any fiscal year; the Board, at its discretion, may take one or more of the following actions, in a manner consis-tent with the allocation of net income:a. Offset all or part of such loss against the other net income, includ-
ing retained patronage and non-member patronage income. b. Establish accounts payable by member-owners that may be paid
out of any future amounts that may become payable by the Co-op to its member-owners.
c. Offset all or part of such net loss against the capital reserves; and/or
d. Cancel outstanding allocated equities in the amount of the loss. Allocated net losses shall not otherwise be assessed to or col-lected from member-owners.
Section 7.07 – Dividends on Class C Shares. All dividends paid on shares shall be paid exclusively out of net income from non-member-owner patronage business, current or accumulated, to the extent such net income is sufficient to satisfy any dividend obligation.
ARTICLE VIII Fiscal and Miscellaneous Matters
Section 8.01 – Fiscal Year. The fiscal year of the Co-op shall end at the close of the business day on the last Saturday of the month of March of each year.
Section 8.02 – Communications by Electronic Means. Unless otherwise required by these Bylaws, any notice, consent, ballot, petition, or other document required or permitted by these Bylaws may be delivered and received by electronic means, in conformity with California Consumer Cooperative Code section 12461, pro-vided that, in the case where such communication expressly or impliedly requires the signature of the person submitting the com-munication, means are in place to reasonably assure the authenticity of the signature. (as defined in Section 20 and 21 of the California Corporations Code)
Section 8.03 – Annual Audit. An annual audit or financial review of accounts shall be made by an auditor approved by the Board of Directors. The audit or financial review shall be presented to the Board no later than the second quarter of the subsequent fiscal year and shall be available to any current member-owner, on writ-ten request. A summary of the annual audit or annual report shall be provided to all current memberships no later than the beginning of the third quarter of the subsequent fiscal year. (Section 12592 of the CA Corporations Code requirements.)
Section 8.04 – Dissolution. The Co-op may only be dissolved by vote of the membership and pursuant to the provisions of the Corporations Code of the state of California. In the event of a vote for dissolution, the proceeds of any sale of assets of the Co-op shall be distributed per the provisions of Article VI of the Articles of Incorporation.
Section 8.05 – Severability. In the event that any provision of these Bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inop-erative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these Bylaws.
Section 8.06 – Bylaws Amendment. These Bylaws may be repealed only by approval of a majority of the memberships vot-ing at an election that meets quorum requirements, provided that the proposed amendments are presented to the membership in the ballot materials.
Section 8.07 – Access to Information. Member-owners shall be entitled to receive a copy of the Co-op’s annual report. Upon receipt of a request made in good faith, a member-owner shall be provided information concerning some reasonable aspects of the Co-op’s operational and financial affairs for a purpose reasonably related to such person’s interest as a member-owner. No individual member-owner will be provided access to the Co-op’s records of membership. A request signed by at least five percent of all mem-berships, requesting information from the Co-op’s records of mem-berships shall be accommodated by means other than direct access to such records, as set forth in California Corporations Code Sec-tion 12600(c).
Current Bylaws Approved by Membership
in October 2009SUMMARIZED TABLE OF CONTENTS:
BYLAWS OF THE NORTH COAST COOPERATIVE, INC.
Article I. Membership
Article II. SharesArticle III. Termination of Membership
Article IV. Membership Meetings and MembersArticle V. DirectorsArticle VI. Officers
Article VII. Corporate Records and ReportsArticle VIII. Inspection Rights
Article IX. Surplus Allocations and DistributionsArticle X. Bylaw Changes
ARTICLE I. MEMBERSHIPSection 1.01 – Classification of Members.
The corporation shall have one (1) class of members and four (4) classes of shares, with such shares described in the Articles of Incorporation and section 2.02 of these bylaws.
Section 1.02 – Qualifications of Members.Any person, including any organizations (except a subsidiary of the Corporation) may become and remain a member of this Corpora-tion by: (a) Complying with such uniform conditions as may be prescribed
by the Board of Directors; (b) Making full payment of any non-refundable membership fee as
set forth in Section 1.06 of these Bylaws; (c) Making full payment for one A share(s); and (d) If a natural person, being a resident of California.
Section 1.03 – Application and Admission of Members.An applicant eligible for and desiring admission to membership
in the Corporation shall file a written application for admission in whatever form and containing whatever information the Board of Directors shall prescribe.
Section1.04 – Acceptance of Members. Applications for membership shall be reviewed by the Board of Directors or by a Membership Committee duly authorized by resolution to admit members. The application shall be accepted unless rejected in writ-ing within thirty (30) days for reasons satisfactory to the Board. If accepted, the applicant shall be admitted to membership and shall be allowed to vote and hold office. If rejected, the applicant shall be entitled to a refund of any amounts paid for membership fees and shares.
Section 1.05 – Transfers Prohibited. No member may transfer
his or her membership or any right arising there from
Section1.06 – Membership Fee. A one-time non-refundable membership fee, in an amount set from time to time by the Board of Directors, may be charged to and collected from each member upon joining the Corporation.
Section 1.07 – Bylaws and Articles to Prospective Members. Each prospective member, upon application for membership, shall receive a copy of the Articles of Incorporation, Bylaws, and disclo-sure document of the Corporation. Such documents may be sent by electronic transmission by the Cooperative (as defined in Section 20 of the California Corporations Code).
Section 1.08 – Shareholders and Members. “Shareholder” and “member” and their plurals shall be synonymous terms throughout these Bylaws.
ARTICLE II. SHARESSection 2.01 – Share Issuance. Shares may be issued for
money paid in an amount as is determined from time to time by the Board of Directors and as share dividends, patronage refunds, or other changes affecting outstanding shares. Subject to the approval of the Board of Directors, the Articles of Incorporation, and any other applicable law, each member may own any number of Class B, C, and D shares. Each member must acquire and hold one and only one Class A Share.
Section 2.02 – Share Ownership. A. Share ownership entitles a member to only one (1) vote in the
affairs of the Corporation, irrespective of the total number of shares a member owns, and to all the rights of membership as described by statute, the Articles of Incorporation, and these Bylaws, subject to other requirements of section 1.01 of these bylaws. Pursuant to Subsection (b) of Section 9.03 of these Bylaws, the Directors may declare non-cumulative dividends
on any shares other than Class A not to exceed any maximum rate established by statute. No Dividends of any kind may be declared on Class A shares.
B. The Corporation is authorized to issue four classes of shares as follows:
Class A - Membership Shares Class B – Sustaining Shares or “Fair Share”Class C - Co-op SharesClass D - Investment Shares
Some rights and preferences related to these various classes of shares are stated in these bylaws; additional rights and preferences related to such classes are set forth in the Articles of Incorporation of this Corporation.
Section 2.03 — Share Certificates and Disclosure Document.
(a) Nothing in this section shall restrict the Corporation from issu-ing membership cards or similar devices to members which serve to identify members qualifying to use facilities or services of the Corporation.
(b) Except as provided in Subsection (c) of this Bylaw section, prior to issuing a share, the Corporation shall provide the purchaser of a share with a “disclosure document.” The disclosure document may be a prospectus, offering, circular, brochure, or similar document, a specimen copy of the share certificate, or a receipt that the Corporation proposes to issue. The disclosure document shall contain the information required by Section 12401 of the California Corporations Code.
(c) The Corporation shall issue a receipt or written advice of pur-chase to anyone purchasing a share upon the member’s first pur-chase of a share. No disclosure document need be provided to an existing member prior to the purchase of additional shares if that member has previously been provided with a disclosure docu-ment which is accurate and correct as of the date of the purchase of additional shares. Section 2.04 – Prohibition on Transfer of Shares. No shares
of this Corporation may be assigned or transferred. Any attempted assignment or transfer shall be wholly void and shall confer no rights on the intended assignee or transferee.
Section 2.05 – Partial Withdrawal. A member having a mon-
etary amount in his or her Class B, C and D share account in excess of any minimum required monetary amount to be determined from time to time by the Board of Directors may cause the Corporation to purchase his or her excess share amount upon written request to the Board. Subject to Section 2.06 of these Bylaws, the Board must, within one (1) year of such request, pay the amount the member requests in cash or other property or both. The exact form of pay-ment is within the discretion of the Board.
Section 2.06 – Insolvency Delay. The Corporation shall delay the purchase of shares as described in Sections 2.05 and 3.04 of these Bylaws if the Corporation, in making such purchase is, or as a result thereof would be, likely to be unable to meet its liabilities (except those whose payment is otherwise adequately provided for) as they mature.
Section 2.07 – Unclaimed Equity Interests. Any share of a
member, together with any accrued and unpaid dividends and patronage distributions related to that member, that would other-wise escheat to the State of California as unclaimed personal prop-erty shall instead become the property of the Corporation if the Cor-poration gives at least sixty (60) days’ prior notice of the proposed transfer to the affected member by (1) first-class or second-class mail to the last address of the member shown on the Corporation’s records, and (2) by publication in a newspaper of general circula-tion in the county in which the Corporation has its principal office. No shares or amounts shall become the property of the Corporation under this section of the Bylaws if written notice objecting to the transfer is received by the Corporation from the affected member prior to the date of the proposed transfer.
ARTICLE III. TERMINATION OF MEMBERSHIPSection 3.01 – Voluntary Withdrawal. A member shall have
the right to resign from the Corporation and terminate his or her membership by filing with the Secretary of the Corporation a writ-ten notice of resignation. The resignation shall become effective immediately without any action on the part of the Corporation.
Section 3.02 – Death or Dissolution. A membership shall immediately terminate upon the death of a member or the dissolu-tion of a member that is an organization.
Section 3.03 – Expulsion. (a) A member may for failure to comply with these Bylaws,
rules, or regulations of the Corporation, for failure to patronize the Corporation during the immediately preceding fiscal year of the Corporation in the amount of at least FIFTY dollars ($50.00), or for any other justifiable reason, be expelled from the Corporation by
Don’t forget to vote! 12
resolution adopted by a two thirds (2/3) vote of all members of the Board of Directors. Expulsion shall become effective immediately unless the Board shall, in the resolution, fix another time. On expul-sion, the name of the member expelled shall be stricken from the membership register and all of his or her rights shall cease except as provided in Section 3.04 of these Bylaws.
(b) Prior to expulsion of a member, the Board of Directors shall
give such member at least fifteen (15) days notice prior thereto and the reasons thereof. Such member shall have the opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of expulsion by the Board.
(c) The notice required pursuant to Subsection (b) of this sec-
tion of these Bylaws may be given by any method reasonably cal-culated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last known address of the member shown on the Corporation’s records.
Section 3.04 —Settlement of Share Interest. If a membership
is terminated for any reason set forth in this Article of the Bylaws, the share interest held by the member shall be purchased by the Corporation, subject to Section 2.06 of these Bylaws, within one (1) year of the date of termination to the extent of the paid-up value of the member’s shares on such date. The Board of Directors, in so set-tling the member’s share interest, shall have the right to set off any and all indebtedness of the member to the Corporation. The paid-up value of the member’s share interest is the monetary amount of such interest (including fractional shares) that the member has been issued in accordance with Section 2.01 of these Bylaws.
ARTICLE IV. MEMBERSHIP MEETINGS AND MEMBERS
Section 4.01—Location. Meetings of members shall be held at a place determined by Board of Directors. If no specific place is stated or fixed by the Directors, such place is the principal office of the corporation.
Section 4.02—Regular Annual Meetings. A regular meeting
of members shall be held annually in October for the purpose of transacting any proper business, including the election of Directors, that may come before the meeting. The Board of Directors shall determine the date and location of the regular membership meeting.
Section 4.03—Special Meetings. Special meetings of members
for any lawful purpose may be called by the Board of Directors, the President, or by five percent (5%) or more of the members.
Section 4.04 —Time for Notice of Meetings. Whenever mem-
bers are required or permitted to take action at a meeting, a written notice of the meeting shall be given not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who is entitled to vote on the record date for notice of the meeting. In the case of a specially called meeting of members, within twenty (20) days after receipt of a written request, the Secretary shall cause notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the Board of Directors not less than thirty-five (35) nor more than ninety (90) days after receipt of the request.
Section 4.05 —Method of Giving Notice.
(a) Notice of a meeting of the Members or any report shall be given personally, by mail, by electronic transmission by the corpora-tion, or other means of written communication, addressed to the Member at the address of such Member appearing on the books of the corporation or given by the Member to the corporation for purpose of notice; or if no such address appears or is given, at the place where the principal office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office of the corporation is located.
(b) Notice given by electronic transmission by the corporation shall be valid only if it complies with Section 20 of the California Corporations Code. Notwithstanding the foregoing sentence, notice shall not be given by electronic transmission by the cor-poration if the corporation is unable to deliver two consecutive notices to the Member by such means or if the inability to so deliver the notices to the Member becomes known to the Secre-tary, any Assistant Secretary, or other person responsible for the giving of such notice.
(c) If any notice or report addressed to a Member at the address of such Member appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that it is unable to deliver the notice or report to the Member at such address, all 2 future notices or reports shall be deemed to have been duly given without further mail-ing if the same shall be available to the Member upon written demand of the Member at the principal office of the Cooperative for a period of one year from the date of the giving of the notice or report to all other Members.
Section 4.06—Record Date for Notice. The record date for determining the members entitled to notice of any meeting of mem-bers is thirty (30) days before the date of the meeting.
Section 4.07—Contents of Notice. The notice shall state the
place, date, and time of the meeting. The notice of a regular meet-ing shall state any matters that the Board of Directors, at the time of giving notice, intends to present for action by the members. The notice of a special meeting shall state the general nature of the busi-ness to be transacted. The notice of any meeting at which Directors are to be elected shall include the names of all nominees at the time of giving notice.
Section 4.08—Waivers, Consents, and Approvals. The trans-
actions of any meeting of the Members however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, each of the persons entitled to vote, not present in person, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
A member’s attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice but not included, if an objection is made at the meeting.
Section 4.09—Quorum at Meeting. The lesser of two hun-
dred fifty (250) members or members representing five percent (5%) of the voting power shall constitute a quorum at a meeting of members. Any Bylaw amendment to increase the quorum may be adopted only by approval of the members. When a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting and entitled to vote shall be the act of the members, unless provided otherwise by these Bylaws or applicable law. The only matters that may be voted upon at any regular meet-ing actually attended by less than one third (1/3) of the voting power are matters notice of the general nature of which was given pursuant to the first sentence of Section 4.04 of these Bylaws.
Section 4.10—Loss of Quorum at Meeting. The members
present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstand-ing the withdrawal of enough members to leave less than a quorum, if the action taken, other than adjournment, is approved by at least a majority of the members required to constitute a quorum.
Section 4.11—Adjournment for Lack of Quorum. In the
absence of a quorum, any meeting of members may be adjourned by the vote of a majority of the votes represented in person, but no other business may be transacted except as provided in Section 4.10 of these Bylaws.
Section 4.12—Adjourned Meetings. The corporation may
transact any business at an adjourned meeting that could have been transacted at the original meeting. When a meeting is adjourned to another time or place, no notice is required if the time and place are announced at the original meeting. If the adjournment is for more than forty-five (45) days or if a new record date is fixed, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.
Section 4.13—Voting of Memberships.
(a) Each member of the Corporation is entitled to one (1) vote on each matter submitted to a vote of the members regardless of the number of shares owned in any class.
(b) If a membership stands of record in the names of two (2) or more
persons whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, persons entitled to vote under a agreement, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same member-ship, unless the Secretary is given written notice to the contrary and furnished with a copy of the instrument or order appointing them or creating the relationship, the vote of one (1) joint holder will bind all, when only one (1) votes, and the vote of the major-ity will bind all, when more than one (1) joint holder votes.
(c) The record date for determining the members entitled to vote at
a meeting or cast written ballots is forty-five (45) days before the date of the meeting.
(d) Cumulative voting shall not be permitted for any purpose. (e) Voting by proxy shall not be permitted for any purpose.
Section 4.14—Use of Written Ballots at Meetings. A combi-nation of written ballot and personal voting may be used at any reg-ular or special meeting of members, and may be used for the elec-tion of Directors. Prior to the meeting, the Board of Directors may
authorize distribution of a written ballot to every member entitled to vote. The ballots shall be distributed in a manner consistent with the provisions of Sections 4.05, 4.17(b), and 4.19 of these Bylaws. When ballots are distributed, the number of members voting at the meeting by written ballot shall be deemed present at the meeting for purposes of determining a quorum but only with respect to the proposed actions referred to in the ballots.
Section 4.15—Contents of Written Ballot Used at Meetings. Any written ballot used at a meeting shall set forth the proposed action to be taken, provide an opportunity to specify approval or disapproval of the proposed action, and state that unless revoked by the member voting in person, the ballot will be counted if received by the Corporation on or before the close of the election.
Section 4.16—Action by Ballot Without Meeting.Any action
that may be taken at any regular or special meeting, including elec-tion of Directors, may be taken without a meeting through dis-tribution of a written ballot to every member entitled to vote on the matter. If approved by the Board of Directors, such ballot and any related material may be sent by electronic transmission by the Cooperative (as defined in Section 20 of the California Corpora-tions Code) and responses may be returned to the Cooperative by electronic transmission to the Cooperative (as defined in Section 21 of the California Corporations Code). The Secretary shall cause a vote to be taken by written ballot on any action or recommenda-tion proposed in writing by at least twenty percent (20%) of the members.
Section 4.17—Written Ballot Used Without Meeting.
(a) Any ballot used without a meeting shall set forth the proposed action, provide an opportunity to specify approval or disap-proval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation.
(b) The form of written ballot distributed to ten (10) or more mem-
bers shall afford an opportunity to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time of distribution, to be acted on by the ballot. The form must also provide that whenever the person solicited specifies a choice with respect to any matter, the vote will be cast in accordance with that choice.
(c) A written ballot cannot be revoked. Approval by written bal-
lot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) Should the election quorum not be achieved in writing by the date of the close of the election, voting may remain open for an additional seven (7) days to ensure that a quorum is met.
In the absence of a quorum for an election of the Board of Directors, the Board of Directors will fill vacancies in accordance with section 5.21 of these bylaws.
Section 4.18—Solicitation of Written Ballots. Ballots shall be solicited in a manner consistent with Sections 4.05, 4.17(b), and 4.19 of these Bylaws. The solicitations shall indicate the number of responses needed to meet the quorum requirement and specify the time by which the ballot must be received to be counted. Ballots other than for the election of Directors shall state the percentage of approvals necessary to pass the measure.
Section 4.19—Withholding Vote. In an election of Directors,
any form of written ballot, which names the candidates for Direc-tor and which the member has marked “withhold” (or otherwise indicated that the authority to vote in the election of Directors is withheld) shall not be used for voting in that election.
Section 4.20—Appointment of Inspectors of Election. In
advance of any meeting of members, the Board of Directors may appoint inspectors of election to act at the meeting and any adjourn-ment. If inspectors are not appointed or if any appointed persons fail to appear or refuse to act, the chairperson of the meeting may and, on the request of any member, shall, appoint inspectors at the meeting.
Section 4.21—Duties of Inspectors of Election. The inspec-tors shall determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, and the existence of a quorum. They shall receive votes, ballots, and consents, hear and determine all challenges and questions regarding the right to vote, count and tabulate all votes and consents, deter-mine when the polls will close, and determine the result. They may do those acts which are proper to conduct the election or vote with fairness to all members. The inspectors shall perform these duties impartially, in good faith, to the best of their ability, and as expedi
13 SPECIAL ELECTION SECTION 2014
tiously as is practical.
ARTICLE V. DIRECTORSSection 5.01—Number. The corporation shall have seven
Directors, collectively known as the Board of Directors. Two and only two members of the board of directors shall be employees of the cooperative.
Section 5.02—Qualifications. The Directors of the Corpora-tion shall be members of the Corporation and residents of Califor-nia. Individuals serving in management positions of the corpora-tion shall not serve on the board of directors while they occupy such positions. “Management positions” will be defined as follows: employees with management and administrative responsibilities that directly report to the General Manager.
Section 5.03—Nomination.
a. The Board of Directors shall prescribe reasonable nomination and election procedures for the election of Directors given the nature, size, and operations of the Corporation. The procedures shall include: (1) a reasonable means of nominating persons for election as Directors, (2) a reasonable opportunity for a nominee to communicate the nominee’s qualifications and the reasons for the nominee’s candidacy to the members, (3) a reasonable oppor-tunity for all nominees to solicit votes, (4) a reasonable opportu-nity for all the members to choose among the nominees.
b. When either employee position on the Board of Directors becomes vacant or is due to expire, the employees shall select one candidate for the position. The procedures used by the employees to select an employee to be voted upon by the members shall be established from time to time by the Board of Directors. Only employees who are members of the corporation may vote for the employee-directors before such candidates are presented to the members for approval, the person or persons who receive the highest number of votes shall then be subject to the approval in the members.All other directors shall be nominated and elected by the membership of the corporation in accordance with these bylaws. The membership shall vote to approve or disapprove nominees for the employee positions of the board.
c. When the Corporation distributes any material soliciting a vote for any nominee, including employee nominees for Director in any publication owned or controlled by the Corporation, it shall make available to each other nominee, in the same material, an equal amount or space with equal prominence to be used by the nominee for a purpose reasonably related to the election. The corporation shall mail within ten (10) business days to all mem-bers any material related to the election which a nominee for any non-employee director has furnished, upon written request and payment of mailing costs by the nominee, or allow the nomi-nee to obtain the names, addresses, and voting rights of members within five days after the request.
Section 5.04—Election. The Directors shall be elected at the annual meetings or by written ballot in accordance with Sections 4.17-4.20 of these bylaws. With the exception of the candidates for employee-directors, the candidates receiving the highest number of votes of the members up to the number of non-employee Directors to be elected shall be elected.
Section 5.05—Terms of Office. The terms of office for all
Directors shall be three years. Directors will be elected such that terms are staggered and will serve no more than three consecutive terms as a director. Each Director shall hold office until the expira-tion of the term for which he or she is elected and until the election of a qualified successor. Director terms begin on the first day of November of each year.
Section 5.06—Compensation. The Directors of this corpora-tion shall receive any compensation as may be set from time to time by resolution of the Board of Directors. The Directors may be paid in advance or reimbursed by the corporation for their actual and reasonable expenses incurred in the performance of their duties as Directors of the Corporation.
Section 5.07—Call of Meetings. Meetings of the Board of Directors may be called by the President, any Vice-President, the Secretary, or any two Directors.
Section 5.08—Place of Meetings. Meetings of the Board of Directors may be held at any place designated in the notice of the meeting, or, if not stated in a notice, by resolution of the Board.
Section 5.09—Presence at Meetings. Directors may par-
ticipate in meetings of the Board of Directors through the use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (pursuant to Sec-tions 20 and 21 of the California Corporations Code). Participa-tion in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at such meeting as long as all Directors participating in the meeting can hear one another. Participation in a meeting through the use of elec-tronic transmission by and to the corporation, other than conference
telephone and electronic video screen communication constitutes presence in person at such meeting if both (1)each Director partici-pating in the meeting can communicate with all of the other Direc-tors concurrently; and (2) each Director is provided the means 3 of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objec-tion to, a specific action to be taken by the corporation.
Section 5.10—Regular Meetings. Regular meetings of the Board of Directors shall be held as determined by the Board of Directors.
Section 5.11—Special Meetings and Notice. Special meetings of the Board of Directors shall be held upon four days’ notice by first class mail or forty-eight (48) hours’ notice delivered person-ally or by telephone, including a voice messaging system or by electronic transmission by the corporation (as defined in Section 20 of the California Corporations Code). Notice of regular or special meetings need not be given to any Director who provides a waiver of notice or consent to holding the meeting, or an approval of the minutes thereof in writing, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to that Director. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 5.12—Quorum at Meetings. A majority of the autho-rized number of Directors constitutes a quorum for the transaction of business.
Section 5.13—Acts of Board at Meetings. Unless provided
otherwise in the Articles of Incorporation, these Bylaws, or by law, every act, or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present is the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for the meeting or a greater number required by the Articles, these Bylaws, or by law.
Section 5.14—Adjournment of Meetings. A majority of the
Directors present, whether or not a quorum is present, may adjourn to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment.
Section 5.15—Action Without Meeting. Any action required
or permitted to be taken by the Board of Directors may be taken without a meeting, if all Directors individually or collectively con-sent in writing to the action. The consents shall be filed with the minutes of the proceedings of the Board. Action by written consent has the same force and effect as a unanimous vote of the Directors.
Section 5.16—Executive Committees.
(a) The Board of Directors may create one or more committees to serve at its pleasure by resolution adopted by a majority of the number of Directors then in office when a quorum is pres-ent. Each committee shall consist of two (2) or more Directors appointed by a majority vote of the Directors then in office.
(b) Any executive committee, to the extent provided in the reso-lution of the Board, shall have all the authority of the Board, except with respect to the following actions: (1) The approval of any action for which the approval of the
members or a majority of all members is required by law: (2) The filling of vacancies on the Board or in any committee
that has the authority of the Board; (3) The fixing of compensation of the Directors for serving on
the Board or on any committee; (4) The amendment or repeal of Bylaws or the adoption of
new Bylaws; (5) The amendment or repeal of any resolution of the Board
which by its express terms are not amendable or repeal-able:
(6) The appointment of committees of the Board or the mem-bers of such committees:
(7) The expenditure of corporate funds to support a nomi-nee for Director after there are more people nominated for Director than can be elected.
Section 5.17—Resignation of Directors. Any Director may
resign effective upon written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If a resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Section 5.18—Removal of Directors. Any or all Directors may be removed without cause by the members. If the Corporation has fewer than fifty (50) members, the removal shall be approved by an affirmative vote or written ballot of a majority of all the votes entitled to be cast. If the Corporation has fifty (50) or more mem-bers, the removal shall be approved or ratified by the affirmative vote of a majority of all the votes represented and voting at a duly
held meeting at which a quorum is present, or by written ballot, or by the affirmative vote or written ballot of any greater proportion of the votes as required in these Bylaws or by law.
Section 5.19—Cause of Vacancies on Board. Vacancies on
the Board of Directors shall exist on the death, resignation, ter-mination of membership, or removal of a Director; whenever the authorized number of Directors is increased; whenever the Board declares an office vacant pursuant to Section 5.21 of these Bylaws; and on the failure of the members to elect the full number of Direc-tors authorized.
Section 5.20—Declaration of Vacancies. The Board of Direc-
tors may declare vacant the office of any Director whose eligibility for election has ceased, who has been declared of unsound mind by a final order of court, who is convicted of a felony, or who has three (3) or more unexcused consecutive absences from regular or special meetings of the Board.
Section 5.21— Filling Vacancies on Board. Except for vacan-
cies created by removal of a Director pursuant to Section 5.18 of these Bylaws, vacancies may be filled by a majority of the Direc-tors then in office, whether or not less than a quorum, or by a sole remaining Director. Vacancies created by the removal of a Director may be filled only by approval (as defined by Section 12224 of the California Corporations Code) of the members. The members may elect a Director at any time to fill any vacancy not filled by the Directors.
ARTICLE VI. OFFICERSSection 6.01—Titles. The officers of the Corporation shall
be a President, Vice President, Secretary, Chief Financial Officer, and any other officers with such titles and duties as determined by the Board of Directors and as may be necessary to enable it to sign instruments. The President is the Chief Executive Officer of the Corporation. Any number of offices may be held by the same person. The President shall be chosen from among the Directors elected by the membership of the Corporation.
(a) The President. The president shall be the chief executive offi-
cer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision, direction and con-trol of the business and affairs of the Corporation. He or she shall preside at all meetings of the members and Directors, and be an ex-officio member of all the standing committees, includ-ing the executive committee. Except as otherwise expressly provided by law, or by these Bylaws, he or she, in the name of the Corporation, shall execute such deeds, mortgages, bonds, contracts, checks, or other instruments, and shall have the gen-eral powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors or these Bylaws.
(b) Any Vice President. In the absence or disability of the presi-dent, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or these Bylaws.
(c) The Secretary. The secretary’s duties shall include but not nec-essarily be limited to the following:a. Keeping, or causing to be kept, at the principal executive
office of the Corporation, a book of minutes of all meetings of Directors, and, if applicable, meetings of committees of Directors and of members. The minutes shall state the time and place of holding of all meetings; whether regular or special, and if special, how called or authorized; the notice thereof given or the waivers of notice received; the names of those present at Directors’ meetings; and an account of the proceedings thereof.
b. Keeping, or causing to be kept, at the principal execu-tive office of the Corporation, the original or a copy of the Bylaws of the Corporation, as amended or otherwise altered to date, certified by him or her.
c. Giving, or causing to be given, notice of all meetings of Directors required to be given by law or by the provisions of these Bylaws.
d. Having charge of the records and the seal of the Corpo-ration and have such other powers and perform such other duties as may from time to time be prescribed by the Board or these Bylaws.
e. Exhibiting at all reasonable times to any Director of the Cor-poration, on request therefore, the Bylaws, the membership book if any, and the minutes of the proceedings of the Direc-tors of the Corporation.
f. In general, performing all duties incident to the office of Sec-retary and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Don’t forget to vote! 14
All three lines below must be filled out and legible in order for
this ballot to be valid.
OFFICIAL BALLOT Please vote in all three categories and read the voting guidelines on p. 6
Full Name (Printed Clearly, Required)
Member Number (Required)
Signature(Required)
3.
2. There is one open Employee Director seat. Employee Director must be ratified by the membership during the general election. Affirm (yes) or reject (no) the candidate elected by employee mem-bers during the employee election.
Cheri Strong YES NO
Proposed Bylaws YES NO
Fold this section in first to retain anonymity.
Fold
this
sec
tion
in s
econ
d.
ALL BALLOTS DUE BY OCT. 15 AT 5 PM
Dave Feral There is one open Member Director Seat. Vote for one can-didate in this section. More than one vote in this section, write-in or not, will invalidate this ballot.
1.
Write-in
(d) The Chief Financial Officer. The Chief Financial Officer’s Duties shall include but not necessarily be limited to the fol-lowing:a. Keeping and maintaining, or causing to be kept and main-
tained, adequate and correct books and records of accounts of the properties and business transactions of the Corpora-tion.
b. Rendering to the president and Directors, whenever they request it, an account of the financial condition of the Cor-poration.
c. Exhibiting at all reasonable times to any Director of the Corporation, the books of account and financial records on request therefore.
d. Preparing, or causing to be prepared, and certifying or cause to be certified, the financial statements to be included in any required reports.
e. Having such other powers and perform such other duties as may from time to time be prescribed by the Board of Direc-tors or these Bylaws.
Section 6.02—Appointment, Removal, and Resignation. The officers shall be chosen by the Board of Directors and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 6.03—Compensation. The officers of this Corporation shall receive any such compensation for their services as officers as may be set from time to time by resolution of the Board of Direc-tors. Officers may be paid in advance or reimbursed by the cor-poration for their actual and reasonable expenses incurred in the performance of their duties as officers of the corporation.
ARTICLE VII. CORPORATE RECORDS AND REPORTS
Section 7.01—Required Records. The Corporation shall keep adequate and correct books and records of account and minutes of the proceedings of its members, Board of Directors, and committees of the Board. It shall also keep a record of the members, including the names, addresses, and number of shares held by each. Such minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.
Section 7.02—Annual Report.(a) For fiscal years in which the Corporation has, at any time, more
than twenty-five (25) members, the Corporation shall notify each member yearly of the member’s right to receive an annual financial report. The Board of Directors shall promptly cause the most recent annual report to be sent to a member on written request. The annual report shall be prepared no later than one hundred twenty (120) days after the close of the Corporation’s fiscal year. If approved by the Board of Directors, the annual report and any accompanying material may be sent by elec-tronic transmission by the Cooperative (as defined in Section 20 of the California Corporations Code).
(b) The annual report shall contain in appropriate detail all of the following: (1) a balance sheet as of the end of the fiscal year, an income statement, and a statement of cashflow for such the fiscal year; (2) a statement of the place where the names and addresses of the current members are located; and (3) the state-ment required by Section 7.03 of these Bylaws.
(c) The annual report shall be accompanied by any pertinent report by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.
Section 7.03—Annual Statement of Transactions and Indemnifications. In addition to the annual report described in Section 7.02 of these Bylaws, the Corporation shall furnish annu-ally (pursuant to Section 12592 of the California Corporations Code) to its members and Directors a statement of the transactions and indemnifications to interested persons. If the Corporation does not issue an annual report pursuant to Section 7.02 of these Bylaws, such statement shall be mailed or delivered to members within one hundred twenty (120) days after the close of the fiscal year. If approved by the Board of Directors, such statement may be sent by electronic transmission by the Cooperative (as defined in Section 20 of the California Corporations Code).
ARTICLE VIII. INSPECTION RIGHTS
Section 8.01—Articles and Bylaws. The corporation shall keep at its principal office in California the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
Section 8.02—Books and Records. The accounting books and
records and minutes of proceedings of the members, the Board of Directors, and committees of the Board shall be open to inspection on the written demand of any member at any reasonable time, for a purpose reasonably related to that person’s interests as a member.
The Board of Directors has the right to review any aspect of the Corporation’s operations, structures and procedures at any reason-
able time. Every Director has the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind, and to inspect the physical properties of the Corporation.
Section 8.03—Inspection of Membership List.
(a) Subject to the Corporation’s right to set aside a member’s demand for inspection pursuant to Section 12601 of the Cali-fornia Corporations Code and the power of the court to limit inspection rights pursuant to Section 12602 of the California Corporations Code, and unless the Corporation provides a rea-sonable alternative pursuant to Section 8.03(c) of these Bylaws, a member may do either or both of the following: (1) Inspect and copy the record of all the members’ names,
addresses, and voting rights, at reasonable times, on mak-ing a written demand five (5) business days in advance which states the purpose for which the inspection rights are requested;
(2) Obtain from the Secretary, upon written demand and ten-der of a reasonable charge, a list of names, addresses, and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled, or as of a date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified as the date as of which the list is to be compiled.
(b) The rights set forth in Subsection (a) of this Bylaw section may be exercised by any member or members possessing five per-cent (5%) or more of the voting power for a purpose reasonably related to the members’ interest as members. The Corporation may deny access to the membership list where it reasonably believes that the information therein will be used for another purpose or where the Corporation provides a reasonable alterna-tive pursuant to Section 8.03(c) of these Bylaws.
(c) The Corporation may within ten (10) days after receiving a demand, deliver a written offer of an alternative method of achieving the purpose identified in the demand without provid-ing access to or a copy of the membership list. An alternative method that reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 8.03(a) of these Bylaws shall be a reasonable alternative, unless the Corporation fails to do the things that it offered to do within a reasonable time after acceptance of the offer. Any rejection of the offer shall be in writing and indicate the reasons the proposed alternative does not meet the proper purpose of the demand.
Continued on next page...
The Revised Bylaws must be ratified by the membership to go into effect.Affirm (yes) or reject (no) the following statement. I agree to adopt the proposed North Coast Co-op Bylaws, as printed on p. 8-11.
15 SPECIAL ELECTION SECTION 2014
All ballots due by October 15 at 5 pm
Thank You for Voting!
ARTICLE IX. SURPLUS ALLOCATIONS AND DISTRIBUTIONS
Section 9.01— Fiscal Year. The fiscal year of the Corporation shall end at the close of the business day on the last Saturday of the month of March of each year.
Section 9.02—Surplus and Patronage Defined.
(a) “Surplus” shall be defined as the excess of revenues and gains over expenses and losses for a fiscal year. Such surplus shall be determined in accordance with generally accepted accounting principles and shall be computed without regard to any patron-age refunds, capital allocations, dividends, or income tax.
(b) “Patronage” shall be defined as the purchases of products or services marketed by the cooperative and any other transactions considered to be patronage-related by applicable law.
Section 9.03—Annual Allocations and Distributions of Surplus.
(a) Before any dividends or patronage refunds are distributed for each fiscal year, any surplus should first be allocated to any def-icit in the accounting of “retained earnings” of the Corporation.
(b) After any deficit in retained earnings has been eliminated, the Board of Directors may declare a dividend upon shares at a rate not to exceed any maximum rate established by Section 12451 of the California Corporations Code (taking into account any other “distributions” as defined by Section 12235 of the Cali-fornia Corporations Code). No such dividends shall be cumula-tive.
(c) The Directors shall then uniformly distribute all the remaining surplus attributed to patronage of the members of the Corpora-tion to such members as described in the following paragraphs of this subsection of these Bylaws. For the purposes of this sub-section of the Bylaws, the remaining patronage surplus shall be computed consistent with Subchapter T of the Internal Revenue Code, related Treasury Regulations, and related court and other relevant interpretations. (1) Any remaining patronage surplus attributed to the mem-
bers and to be distributed to them shall be the total remaining patronage surplus attributed to both member and non-member business (but reduced by dividends on shares and any allocations to eliminate a deficit in retained earnings) multiplied by the ratio of member patronage to total patronage.
(2) A member is entitled to a patronage refund, if such is distributed, in the amount of the remaining patronage sur-plus, as determined by Paragraph (1) of this subsection of these Bylaws, multiplied by the ratio of such member’s
patronage with the Corporation to the patronage of all members with the Corporation.
(d) Any dividends declared or patronage refunds paid or allocated pursuant to this section of the Bylaws may be in the form of cash and/or shares as determined by the Board, subject to Sub-section (e) and (f) of this section of these Bylaws. (rev. by mem-bership vote October 21, 2012)
(e) To Members with the status of “Fair Share”, the Board may distribute up to 100% of such members’ patronage refunds and dividends in cash. (rev. by membership vote October 21, 2012)
(f) If the cash payment to a member for such member’s dividends and patronage refunds together would total less than ten dollars ($10.00), the Board of Directors may distribute such dividends and patronage refunds to the member wholly in shares. (rev. by membership vote October 21, 2012)
(g) Each person who becomes a member of this Corporation con-sents to include in his or her gross income for federal income tax purposes the amount of any patronage refund paid to him or her by this Corporation in money or by written notice of alloca-tion (as defined in the Internal Revenue Code), except to the extent that such a patronage refund is not income to the member because (i) it is attributable to the purchase of personal, living, or family items, or (ii) it should properly be treated as an adjust-ment to the tax basis of property previously purchased. The term “patronage refund,” as used herein, shall have the same mean-ing as the term “patronage dividend,” as used in the Internal Revenue Code.
(h) For the purpose of allocating and distributing any annual sur-plus, the entire operations of the Corporation shall be con-sidered as a unit; provided that by resolution of the Board of Directors, the Corporation may distribute patronage refunds on the basis of the business transacted by each of the departments or divisions into which the operations of the Corporation shall be divided by the Board for the purpose of such allocation.
ARTICLE X. BYLAW CHANGESSection 10.01—Bylaw Changes by the Board. The Bylaws
shall be adopted, amended, or repealed by the Board of Directors to the extent permitted by law at a duly held meeting of the Board of Directors by a majority of all directors unless the action would: (a) materially and adversely affect the rights or obligations of
members as to voting, dissolution, redemption, transfer, distri-butions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital;
(b) increase or decrease the number of members or shares autho-rized in total or for any class;
(c ) effect an exchange, reclassification, or cancellation of all or part of the memberships or shares;
(d) authorize a new class of memberships or shares; (c) change the number of Directors or establish a variable number of Directors; (f) extend the term of a Director beyond that for which the Director
was elected or increase the terms of the Directors; (g) allow all or any portion of the Directors to hold office by vir-
tue of designation or selection rather than by election by the members: and
(h) allow the Board to fill vacancies occurring in the Board by rea-
son of the removal of Directors.
Section 10.02—Bylaw Changes by the Members. Where the Board of Directors is denied the right to adopt, amend, or repeal these Bylaws pursuant to Section 10.01 of these Bylaws, these Bylaws shall be adopted, amended, or repealed by approval of the members.
Section 10.03—Automatic Review of Bylaws. The Board of Directors shall review the Bylaws each year to ensure that the Bylaws conform to the California Consumer Cooperative Corpora-tions code, and the Board shall conduct a full review every five (5) years to ensure that the bylaws are meeting the needs of the Corporation.
Return your ballot to the provided ballot boxes available in both store locations. Be sure to fold your ballot in thirds along the guides to retain anonymity.
You can also put your ballot in an envelope and mail it to:
Attn. Membership Coordinator North Coast Co-op
811 I StreetArcata, CA 95521
We need ballots from 250 or 5% of the membership the for election to be valid.
Please Vote
www.northcoast.coop 16
| LOCAL PRODUCE RECIPE |
By Brenda Harper & Lauren Fawcett. Photos by Jeremy Smith-Danford.
Ingredients• 1 pound trimmed and peeled turnips, cut
into 1-inch wedges (about 2½ cups)
• 2 Tablespoons unsalted butter or olive oil
• 1 Tablespoon white miso paste (sold in the refrigerated dairy section)
• 1 Tablespoon honey
• Kosher salt
1. Put the turnips in an 8 inch wide, 3- to 4-quart saucepan and arrange snugly. Add butter or olive oil, miso, honey, ½ teaspoon salt, and enough water to just cover the turnips (about 2 cups). Bring to a boil over high heat.
2. Cook over high heat, shaking the pan occasionally, until most of the liquid has reduced to a syrupy glaze and the turnips are tender, 10 to 12 minutes. (If the glaze is
done before the turnips, add about ½ cup water and continue to cook. If the turnips are done first, remove them and boil the liquid until syrupy.)
3. Lower the heat to medium and toss to coat the turnips with the glaze. Season to taste with salt and serve. The glazed turnips can be kept warm, covered, for about 20 minutes.
Directions
1 2 3
17 CO-OP NEWS | Oct. 2014
| COOPERATIVE COMMUNITY |
Eureka Car StereoCar Audio • iPod and Bluetooth Solutions • Auto Security
Alpine • Focal • Pioneer
JL Audio • Kicker
Viper
15th & Broadway ▼ 707-445-3283 ▼ Mon-Sat 8:30-6:00
Find us on facebook
Thank you to our Coastal Clean-up Crew!
Co-op Kids Winner!
All entries will be displayed in our Eureka store during the month of October. Look for more Co-op Kids Contests in future issues of the Co-op News!
www.northcoast.coop 18
| FOOD NEWS |
My family and I are big devotees of your bulk department: we love its selection, and its spaciousness, and Joel. We’ve loved Joel from the first day we laid eyes on him.
You asked about logistics. Here they are:
Each week we arrive with about 15 jars ready to fill. (We have a scale at home, so we’ve pre-weighed them.) We have a very small kitchen, so the jars are chosen carefully: they have to nestle together well, and be juuuust big enough to hold a reasonable amount of what we need.
Usually, we’re stocking our pantry. We use three kinds of flour on a regular basis, and more on an occasional
basis—cornmeal, other kind of corn-meal, etc. We keep a stock of several kinds of beans and nuts and seeds. And teas. All our baking needs come from there: yeast, sugars, baking powder. It’s rare, but not unheard of,
to get a small amount of something for a new recipe--a cup, say, of black-eyed peas—but for the most part, we’re filling pint, quart, or half-gallon Mason jars. Most of those are easily compatible with the openings of your gravity bins.
But there are exceptions. For some things—pepitas, sunflower seeds, chocolate chips—we use pretty tiny jars with narrow mouths. (It has to be
that way, due to the stupid size of our kitchen.) Our lives would be so much easier if there were freelance unteth-ered scoops available to us. I know you have that one really nice funnel available, but the jars we use are even smaller than that funnel. If we were really together, we’d bring our own scoop. (But hey...I’m already the nerd with the pre-weighed jars. My social life might deteriorate if I also brought my own scoop.)
Canola oil continues to be one of the most controversial cooking oils. Some people claim canola oil is heart-healthy, while others claim canola is toxic and unfit for human consumption. Who is right?
Canola oil is derived from the rape-seed plant. Rapeseed is a member of the brassica family of plants, a “cousin” of broccoli, kale, cabbage, mustard and was-abi. The tiny seeds can be pressed into a yellow oil, then further refined into a neu-tral-tasting, economical cooking oil with a high smoke point* good for high-heat cooking.
In order for rapeseed oil to be called canola oil it must not contain more than 2% erucic acid (as a percent of the total fatty acids). Erucic acid is a component of the oil, not an added ingredient. In
other words, canola oil is rapeseed oil that contains less than 2% of erucic acid. Canola is not a plant in and of itself. In the early 1970s, canola oil was devel-oped using traditional plant breeding tech-niques to significantly reduce the levels of erucic acid found in the rapeseed plant.
The case for canolaThe fatty acid in canola oil is primarily oleic acid (the same heart-healthy mono-unsaturated fat found in olive oil and most nuts), making canola oil a cheaper
alternative to extra virgin olive oil. Because canola can be heated to 450° F without oxi-dizing, it is much more versatile for high heat cooking than olive oil, which is best used raw or in low- to medium-heat cook-ing. Canola oil also provides an ideal two-to-one ratio of omega-6 to omega-3 fats.
The case against canolaCanola oil is a relatively new product from a plant that would otherwise be considered
toxic (rapeseed naturally has high levels of erucic acid). Erucic acid is a fatty acid sus-pected of being a culprit in the progression of cardiovascular diseases. The bulk of rapeseed crops are genetically engineered (GE), then processed with toxic solvents to extract the oil and then heat-treated--all of which are suspected of producing harmful toxins in the oil.
Is all canola GE?It is true that more than 90 percent of today’s rapeseed is produced through
genetic engineering (GE), but organic and non-GE are available. None of the canola oil sold at the Co-op is GE.
Should I avoid canola?We often want to place a simple “good for you” or “bad for you” label on foods, but making an informed decision on canola oil requires sifting through some compari-sons. Non-organic corn, soy, cottonseed and anything labeled vegetable oil is just
as often GE, and also solvent-extracted and heat-treated. None of the canola oil sold at the Co-op is GE, solvent-extracted or heat-treated.
The main difference between canola and other oils is its erucic acid content. Canola, however, is not the only dietary source of this controversial fatty acid. Some seafood and meats, and all seeds (and sprouts) in the brassica family, pro-vide traces of this and other very simi-lar long-chain monounsaturated fatty acids. For instance, mustard seeds actu-ally contain more erucic acid than canola oil and are not considered damaging to the heart.
Look for products that contain organic ingredients, includ-ing organic oils. For more information, see the “All About Oils” brochure to consider the alternatives. Find the brochure at our Eureka store on the wall next to the Com-munity Kitchen and at our Arcata store in the bulk department.
*When oils are heated above their smoke point they lose any potential health benefits and become harmful to consume.
This article was adapted from an article written by Nick Rose, PCC Nutrition Educator. PCC Natural Mar-kets in Seattle, Washington is a certified organic grocery store co-op with 10 loca-tions.
Brenda HarperConsumer Education
Coordinator
Should We Be Questioning Canola?
Co-op Member Shares How She Shops BulkSubmitted by member Heal McKnight in response to Member Call Out for bulk department stories and advice
October’s Member Call OutOctober is when pumpkins and other winter squash are plentiful.
Which is your favorite winter squash and what do you do with it? We’d like to know how you make use of are locally grown winter squash. Share your recipes with us! Contact Brenda Harper at (707) 382-3103
or [email protected] by Oct. 20.
Misconception
• All canola is genetically engineered (GE).
• All canola oil is solvent-extracted, heated and deodorized.
• Canola contains the toxic erucic acid.
Explanation
More than 90 percent of US canola is GE. Look for or-ganic and/or Non-GMO Project Verified canola oil to ensure the oil wasn’t produced with genetic engineer-ing. Organic standards prohibit genetic engineering.
Some oils are made using expeller pressing. Expeller pressing uses force, not heat and solvents, to extract the oil from the seeds. Look for “Expeller-pressed” on the label.
By definition, canola oil contains less than 2% erucic acid, which is less than some plants in the brassica family.
Joel Bradfield in the Arcata Bulk Department
19 CO-OP NEWS | Oct. 2014
Member Comment BoardWe our members giveaway!
Non-GMO Month was created by the Non-GMO Project in October 2010 and has continued to be celebrated by retailers in over 1,850 stores across the United States
and Canada! Hundreds of products are added to this program each month; be sure to check out our end cap with more information about this project. This month,
we want to help our members stock their shelves by offering a variety of non-GMO verified
products. One lucky Co-op member will receive beans, chips, chocolate, coconut
oil, cookies, crackers, hair care products, lip balm, olive oil,
pasta sauce, tea, and many other shelf-stable
items all in a reusable non-GMO bag! Help us celebrate our right to choose non-GMO and enter to win at customer service in either store.
Deadline to enter: Oct. 31
Co-op Spends $23K to Support Local Youth in Agriculture
By Toby Massey, Eureka Store Manager
This year I attended the Hum-boldt County Fair’s Junior Livestock Auction with Eure-ka’s Assistant Store Manager
Clayton Warren to purchase animals in support of local youth. Together, we spent more than $23,000 to purchase 14 animals and represented the only grocer at the auction this year.
I have been attending the Junior Livestock Auction in some capacity for 20 years and love that the Co-op always attends and purchases 3-6 ani-mals. This year was different. With the challenges facing our local meat pro-cessor and the difficulties with main-taining a consistent supply of local product for our customers, we made the decision to increase our purchases.
Lee Mora, owner of Humboldt Grassfed Beef, and Clint Victorine, chair of the Junior Livestock Auction, agreed that this move by our Co-op was a great effort toward keeping our local food supply intact and in supporting youth agriculture projects in our com-munity. Many of the kids participat-ing, whether it be through 4-H, FFA or independently, use the proceeds from the sale of their project animals to fund college, future projects and for
furthering their agriculture and leader-ship education.
Meat from the auction animals was sold in our meat cases and was very popular. We made sure that our shop-pers knew which cuts were raised by local youth. We proudly displayed the thank you cards we received from the kids whose animals were purchased by the Co-op.
In addition to purchasing livestock at the auction, the Co-op has sup-ported the Humboldt County Fair for more than 30 years by sponsoring exhibit awards for show animals, beer brewing and horticulture. I’m proud to have represented the Co-op on its continuing, unwavering commitment to local food and agriculture in our community.
Eureka Store Manager Toby Massey with 4-H member at the Humboldt County Fair Junior Livestock Auction
Apply for a
CCF Grant
Local non-profit groups have until November 1, 2014 to mail in pro-posals for the Cooperative Commu-nity Fund (CCF) 2014 grant funding cycle. Grants will range from $300-$2,000 for projects focused on the following: Sustainable Agriculture, Food Security (defined as access to a safe supply of quality food to all aspects of a community), Food Nutri-tion and Education. Visit www.northcoast.coop for Grant-ing Guidelines or pick them up at Customer Service in either store.
For more information, contact Bella Waters at
(707) 502-3555 ext 135 or [email protected]
| WE OUR MEMBERS |
www.northcoast.coop 20
| WE OUR MEMBERS |
Editors:
It disappoints me that the Co-op sells salt for human consumption. There is so much misinformation out there about salt! Too many people believe that salt is necessary for human health; it is not! The claimed health benefits of salt are myth. The minerals in salt are not in an organic form that the body can use. Only plants can assimilate inorganic minerals and convert them into organic form. We need to get our trace minerals from plant-based foods, not from rocks. Salt is only rocks. It has never been alive or part of anything alive. Trying to get minerals from salt is like trying to get calcium from sand or chalk or dolomite. It doesn’t work, and it does a great deal of harm! The body sees salt as poison, to be elimi-nated as soon as possible. Salt causes thirst because the body needs water to dilute the toxic salt.
But I use only unrefined sea salt, people argue. They are deluding themselves. Salt is salt, whether it comes from a pit, a mine, or a sea. But don’t take my word for it. Let’s apply a little logic. Everyone agrees that sea water is unfit to drink because of its salt content. No argument here. It needs to be de-salinated to be fit for human consumption. So the salt is extracted. And what is done with the extracted salt? Is it thrown away as toxic waste? No, it is sold in health food stores—and co-ops—to misinformed people who think it is good for them! Is this logical? Is this ethical?
Charlotte Gerson said that salt promotes cancer. Dr. Albert Schweitzer said the same. Dr. Max Gerson put all his patients on salt-free diets, and cured their headaches! Salt is linked to hypertension, heart disease, stroke, dropsy, kidney disease, circulatory disorders, and many other diseases, even if not used to “excess.” Salt dulls the taste buds. Salt eaters crave highly-spiced junk foods, which cause obesity. We don’t need salt. We need bio-available sodium and chloride, both of which are abundantly available in natural foods. Sodium is so widely available in foods that it is hard to be deficient in it. Iodine is another matter. People who eliminate iodized salt may need another source of iodine, such as seaweed. Not a problem, only trace amounts are needed.
If customers want salt, is the Co-op obliged to sell it to them? At the very least, the Co-op should be telling them the truth about salt.
Submitted By John Sullivan, Member #25090
Letters must include your name, address, member number, and telephone number. Letters should be kept to a maximum of 250 words and may be edited. We regret that we may not be able to pub-lish all letters due to lim-ited space.
Email your letters to [email protected]
or send them to: Co-op News, 811 I Street,
Arcata, CA 95521.
LETTERS TO THE EDITOR
Member Comment BoardWe appreciate your feedback! Member Comment Boards are available in both of our store locations.
Please leave us questions, comments, or just say hi.
We our members giveaway!
Co-op Spends $23K to Support Local Youth in Agriculture
21 CO-OP NEWS | Oct. 2014
| COOK & SAVE |
COOK & SAVE
Roasted Pumpkin Seed Hummus
The North Coast Co-op’s Cook & Save Club hosts free monthly meetings to develop recipes that include items from our sales
flyer. This month we are featuring pumpkin seeds. With a wide variety of nutrients ranging from magnesium and manganese to copper, protein and zinc, pumpkin seeds are nutritional powerhouses wrapped up in a very small package. They also contain calcium, B vitamins and vitamins A and E. Throughout history they have been used as medicine as well as food. Why not try a new way to use pumpkin seeds by making up a batch of this delicious hummus!
Ingredients (serves 2-4 as an appetizer)
• 1 ½ cups raw pumpkin seeds, hulled (also called pepitas)
• 4 cloves garlic, whole cloves and peeled • 1 Tablespoon olive oil, plus ½ cup olive
oil, plus more for drizzling• 1 teaspoon smoked paprika, divided• 1 teaspoon chili powder, divided• 1 teaspoon salt• ½ teaspoon pepper• 1 ½ cups cooked cannellini/great north-
ern beans (reserve cooked bean liquid)• 1 lemon, juiced• Salt and pepper, to taste
Join us Monday, November 17, 6pm in Eureka for the next free meeting of our
Cook & Save Club Please register online, just as you
would a cooking class at www.northcoast.coop. Choose
Cooking Classes from the dropdown menu and click on register.
Or call the Outreach Coordinator at (707) 443-6027 ext. 120.
1. Preheat oven to 350° F. 2. Add the pumpkin seeds, garlic cloves, 1
tablespoon olive oil, ½ teaspoon smoked paprika, ½ teaspoon chili powder, salt and pepper to a medium bowl. Toss the in-gredients together until the seeds are evenly coated. Put ingredients on a sheet pan and spread out to form an even layer. Roast for about 10-15 minutes or until seeds begin to lightly brown (remove the pan from the oven every 5 minutes to stir the seeds and check for doneness). When done, remove from the oven and let cool 5 minutes.
3. Add the pumpkin seeds and garlic to a food processor and process until a smooth paste
forms (about 5 minutes), scrape down the sides as needed. Once the pumpkin seeds form a paste, add the beans. Pulse and blend until combined and the beans begin to pu-rée, about 2-3 minutes. With the proces-sor still going, slowly pour in ½ cup of olive oil, blending continuously for a few minutes (scraping down the sides if needed) until the mixture is smooth and creamy (add cooked bean liquid to thin consistency if needed). Add the remaining ½ teaspoon of chili pow-der, ½ teaspoon smoked paprika and lemon juice. Blend until combined. Add hummus to a bowl and drizzle with olive oil. Will keep for one week in the refrigerator.
Directions
BULKOrganic Pumpkin Seeds$3.99
BionatUrae
Organic Olive Oil$12.9925.4 oz
Sale Ingredients
valid Oct. 21 through Nov 3, 2014
By Brenda Harper & Lauren Fawcett. Photos by Jeremy Smith-Danford.
www.northcoast.coop 22
| LOCAL FOOD |
TOMATO GUIDE
BRANDYWINE : Dubbed the “heirloom tomato standard”, the Brandywine tomato dates back to 1885. They are known for their huge size and superb flavor.
SOLAR FLARE : A beefsteak heirloom tomato with red skin with striking gold stripes. They are very meaty and have a slightly sweet taste.
GREEN ZEBRA : Perfect way to brighten up salads with it’s sweet and tangy tasty and visually exciting emerald green skin.
AZOYCHKA : A lot of robust, complex flavors. Great for eating in salads, sliced into a sandwich cooking in sauces or canning.
ROMA : This popular tomato is prized for it’s use in sauces because of it’s thick-walled flesh.
SLICER : As the name suggests, this variety is your best bet for your next sandwich or burger.
BLACK CHERRY : Complex rich, juicy, and sweet flavor that burst in your mouth. You can’t have just one!
RED CHERRY : Delicious and juicy, these make an excellent salad tomato.
SUN GOLD : Exceptionally sweet, eat them as a healthy snack, in a salad, or mix into a fruit salad.
YELLOW PEAR : This pear-shapped tomato originated in the 1700s and has a mild, deliciously tangy, flavor.
Not all tomato varieties are available in stores. Find many varieties July thru October.
CHOCOLATE STRIPE: Fruits have delicious, complex, rich, sweet earthy tomato flavors. A great sandwich tomato or for your salad
Note: Not all tomato varieties are available in both stores. Find many varieties July thru October.
DeadlinesJune 15 Member Surveys due (see p. 10) June 30 Member Giveaway entries due (see above) June 30 Member content for composting due (see below)June 30 Honest Tea bike giveaway entries due (see above)
Co-op News Reference Guide
The Oct-Dec Community Kitchen Schedule is open for registration!Member receive 20% all classes.
Sat, Dec 6 • Sat, Dec 13 •
Sun, Dec 14 •Sat, Dec 20 •
Sun, Dec 21 •
Eureka Eureka Arcata Arcata Eureka
All gingerbread classes are from 11am to 12:30pm
North Coast Co-op Community Kitchen
www.northcoast.coop 1
NORTH COAST CO-OP
Community
KitchensCLASS & WORKSHOP SCHEDULEVOTE
Get to know the candidates & revised bylaws
For complete voting guide, written candidate statements and official ballot, see the Election Section p.6-15
or view it online at www.northcoast.coop Ballot Boxes are available in both store locations.
We need 250 votes for the election to be valid, that means we need you to vote. Register for classes
or at Customer Service in either store location
By phone at (707) 443-6027 ext. 102
Online at www.northcoast.coop