(Incorporated under the name, Toledo Natural Food Cooperative, Inc.)

Article I

  1. Name. The name by which this association is known is the Phoenix Earth Food Co-op., referred to in these bylaws as the Co-op.
  2. The Co-op was incorporated pursuant to the Cooperative Association Act section 1729.29 of the Ohio Revised Code, and these bylaws are to be construed in conformity with such Act, as amended.
  3. The fiscal year is the calendar year.

Article II

  1. Purpose
    1. To maintain a cooperatively owned and staffed natural foods store.
    2. To promote cooperation among co-ops and worker-owned businesses.
    3. To show by example to the community that a cooperatively run store is a more equitable and socially responsible way of meeting human needs and is more beneficial to the community, as compared to profit-motivated stores.
  2. Philosophy
    1. The Co-op shall utilize the various resources of its members and the community at large to educate Co-op members primarily, and the community at large secondarily, on subjects including but not limited to the following: sustainable agriculture, diet and its relationship to disease prevention and cures, and the Co-op movement’s history and principles.
    2. To the greatest degree possible, preference shall be given to products most environmentally friendly in their methods of growth, harvesting, packing and distribution. Organically-grown, minimally-processed foods shall be preferred over their factory-farmed and factory-processed counterparts.

Article III

  1. A member may be an individual natural person, or a household. To maintain membership, members shall
    1. Pay the membership fee.
    2. Abide by the by-laws of the Co-op and
    3. Act in a civil manner and refrain from any unlawful activity when on the premises of the Co-op or when dealing with other Co-op members or staff.
  2. Membership shall be open to any individual without regard to race, color, sex, religion, national origin, sexual orientation or disability.
  3. Members have the right to elect the Co-op's Board of Directors, to recall Directors, to petition for referenda, to attend meetings of the Board of Directors, to receive notice of membership meetings, to approve amendments to these by-laws, to serve on committees, and to exercise such other rights of members, as may be established by the Board of Directors or by vote of the members.
  4. The Co-op store will be open to the general public. A membership fee schedule based on household income shall be established by the board periodically revised, not more than once a year. Members willmay receive a discount on store items. Working members willmay receive an additional discount.
  5. A membership card will be issued when any part of the membership fee has been paid. Payment in full will be so noted on the card. Transfer of this card is not allowed.
  6. Failure to meet the requirements of paragraph 1 in this section may result in revocation of a membership. A two-thirds vote by the Board is required to revoke a membership for any reason other than non-payment of the fee. This is not sufficient to remove a director.

Article IV

  1. The Board of Director may establish such other committees as it deems necessary, both standing and temporary.
  2. Membership on committees shall be open to any member. At least one Director shall serve on each Standing Committee.
  3. Committees shall adopt their own forms of internal organization and decision making.
  4. Minutes will be kept of all meetings, and these minutes will be on file at the Co-op store premises, and available for review by any Co-op member.

Article V

  1. Number and qualification. The Co-op will have a Board of Directors consisting of nine members. Three Directors will be elected each year to serve a three-year term.
  2. Elections to the Board will be conducted at the annual meeting. Members may vote for the Board after thirty (30) days from the time of the membership purchase. Members may vote in person at the meeting, by a person appointed as proxy, or by leaving their ballot at the place of business of the Co-op prior to the annual meeting. Vacant positions will be appointed by majority vote of the Board of Directors until the next annual meeting at which time an election to fill the remainder of the term will take place.
  3. A petition signed by ten percent of the membership will lead to a vote on removal of any Board member so named at the next membership meeting. In the event of such a petition, removal of the Board member from office for any reason requires a two-thirds majority of members voting at the meeting.
  4. The Phoenix Co-op shall indemnify and hold harmless any individual who has served or is serving as an officer or Board member against any claims or liability arising from such service, and shall reasonably reimburse expenses incurred in defending against such claims or liabilities, provided they do not arise from negligence or willful misconduct by the officer or Board member. To the extent feasible, Director Liability Insurance will be provided by the Co-op.
  5. A majority of Board members shall constitute a quorum.
  6. Responsibilities and Powers of the Board of Directors

    The Directors shall:

    1. Be fully paid-up members in good standing of the Co-op. Only one person from a household membership may be on the Board of Directors at any given time.
    2. Attend monthly meetings; meet not less than two weeks prior to the annual meeting, and serve on standing committees as necessary. If a Board member misses three consecutive meetings without excuse, he/she will be dismissed.
    3. Protect the financial and legal viability of the Co-op.
    4. Reflect and represent the expressed wishes of the membership.
    5. Encourage membership involvement in participating on committees, and in volunteering for store operations.
    6. Establish, maintain and assist standing and ad-hoc committees.
    7. Provide regular financial reports, annual objectives, and annual budgets to the membership.
    8. Approve all contracts and loans. A subcommittee of the Board may be given the authority to make financial decisions until they may be formally approved by the Board.
    9. Assume responsibility for selecting, evaluating, and dismissing management personnel. One or more Board members may be given this responsibility until such time that the Board may formally approve such decisions.
    10. Begin their term immediately after the elections.
    11. Keep accurate minutes of all Board meetings, which must be available for review by the membership.

Article VI

  1. As soon as feasible after the annual meeting, officers for the Co-op shall be elected by the Board of Directors, and shall include: President, Vice President, Secretary and Treasurer.
  2. Officers of the Co-op shall be elected by majority vote of the Board of Directors. An officer of the Co-op who does not wish to resign from the position may nonetheless be removed during his or her term; however, written notice, explaining the proposed action and the purpose of the meeting, must be given to all members of the Board prior to the meeting, and two-thirds of the Board of Directors present must agree to such removal.

Article VII

  1. An annual meeting of the election of the Board of Directors and for the transaction of other business will be held will be held once each calendar year. The meeting will include:
    1. Determination of Quorum
    2. Proof of Due Notice of Meeting
    3. Reading and disposition of minutes
    4. Annual report of officers and committees
    5. Unfinished business
    6. New business (including any petition of referenda brought by any member).
    7. Election of Directors
    8. Consideration of proposed alternatives in Articles of Incorporation and Bylaws
  2. Special meetings of the members may be called at any time and for any purpose by order of a majority of the Board of Directors or by a petition of not less than ten percent of the members of the Co-op, stating the specific business to be brought before the Co-op at the meeting.
  3. Written notice of time, place, and purpose of meeting (either specific or general) must be given by posting and/or mailing as time may allow, so that notices are accessible to all members. Other than emergency situations, notice of meetings must be given to members at least fourteen days before the meeting. At no time shall notice of an annual meeting be given less than thirty days prior.
  4. The number required for a quorum is 20 members or ten percent of the total numbers of members, whichever is lower.
  5. A majority vote of those present, unless otherwise provided, will be the decisive voting method. The Board may, by a majority vote, direct that a mail ballot be taken on any matter other than election of Board members.
  6. Parliamentary procedures will be set by the Board, unless a majority of members at any meeting vote to be governed by Robert’s Rules of Order.