Bylaws

Welcome to our Bylaws page! The Davis Food Co-op is proud of our long-standing relationship with our community and the connections and partnerships we've made to strengthen our local economy. For most of its history, beginning with the buying club that operated out of garages and churches around the city, the Co-op has only grown bigger and better. But we're not content to rest on our past successes. In order to continue to serve our community and owners in ever more relevant and impactful ways, we need to position the Co-op to be more responsive and resilient in the face of a changing and more competitive marketplace.

UPDATE: Special Election Results

A total of 754 ballots were cast in the special election. The ballots were counted on Monday November 28, 2016. There were three community members in attendance, three board members (Ed Clemens, Sandra Schickele and Doug Walter ) and two staff (Prasanna Regmi and Dustin Lambert).

Each ballot was counted by two different people. There were 8959 owners eligible to vote. The 754 ballots represent 8.4% of the membership - exceeding the needed quorum of 5 %.

Proposition 1 received 692 Yes votes, 58 No votes and 4 Blank ballots. Thus, 92% of the votes favored proposition 1. With this vote - the members provide the BOD with the right to determine the beginning and end of the fiscal year.

Proposition 2 received 641 Yes votes, 108 No votes and 5 Blank ballots. This proposition did not receive as much support as Proposition 1, with the percent approval dipping to 85.6%- but none-the less a vote that could be considered a mandate to proceed to implement the option for electronic voting.

The Board of Directors thanks all owners for their participation in this election. With the passage of these propositions our financial reporting will be easier to compare on a year-to-year basis, and we hope that with the opportunity for electronic voting there will be an increase in owner participation. The future of the Davis Food Co-op is dependent upon your participation in this democratic process.

SPECIAL ELECTION

For nearly two years the Board of Directors and Staff have been working to craft updated bylaws that are based on those of other successful co-ops. The proposed amendments are the result of that effort.

What are “Bylaws”? Bylaws are rules that govern our Board of Directors and help guide Owners as they shape the future of the co-op. View the current Bylaws

What changes are proposed? In the Fall of 2016 we will have a special election to vote on two proposed amendments to the sections of our bylaws that address the determination of the Co-op’s fiscal year, and how elections are conducted.

PROPOSITION 1

Proposition 1 would amend Section 2 of Article v of the Davis Food Co-op bylaws, business Principles and Practices, replacing the current text, the fiscal year shall end on the Saturday nearest to october 1st, and the succeeding fiscal year shall begin on the following Sunday, with the following text: The fiscal year shall be determined by the board of Directors.

PROPOSITION 2

Proposition 2 would amend Article IX of the Davis Food Co-op bylaws, replacing the current text with the following text: Elections shall occur annually, in accordance with applicable California statutes in a manner prescribed by the board and the Davis Food Co-op election Policies. To read the current text of Article IX, click here. The current text of Article IX refers to ballots as paper instruments. By removing these references, the proposed amendment would allow for but not require, the use of electronic voting.

Why did the Board make this proposal? Laws change and so do the needs of the Co-op. Updated bylaws keep our Co-op strong, and regular revisions are required by our policies. The Board of Directors has unanimously endorsed Propositions 1 and 2.

How do we vote? On October 17, a booklet including information on the proposed amendments and a ballot was mailed to all Owners in good standing. The ballot can be filled out and sent in with your Membership number and signature. The Co-op will also have our big black ballot box in the store with extra ballots just in case. One vote per Owner. There is currently no online voting option.

To be valid: ballots must be returned to the store by 10 PM November 18 or if mailed must be postmarked November 18, 2016 or earlier. A ballot must be in a sealed envelope with the voting shareholder’s name and Member number printed clearly on the outside, and it must be signed on the outside by that shareholder (or co-owner). Election workers check both the signature and the good standing of each shareholder who votes. Ballots of shareholders not in good standing are not opened or counted; we make an effort to contact the shareholder so they can put their Membership in good standing and their vote can be counted.

Can we talk about this? Yes!!! Please!!! We want to hear from our Owners and we appreciate your input. The direct link to fill out our suggestion form online is: davisfood.coop/forms/suggestionbox. The Board will also answer any questions via email at board@davisfood.coop

Please check the bulletin board for announcements from the Member Linkage Task Force for opportunities to discuss the propositions with Directors.

Why do we have to vote to update the bylaws? Co-operatives are founded on principles, one of which is Democratic Member Control. Voting is the right of each shareholder.

SPECIAL ELECTION BALLOT COUNTING UPDATE

Davis Food Co-op Policies specify that five days be allowed for mailed ballots to arrive after the close of the election period. For the special election, the final vote count cannot be made before Wednesday the 23rd of November.

Given that this is the day before Thanksgiving the Elections Task Force in consultation with the Executive Committee has decided to conduct the final vote count on Monday, November 28th. The announcement of results will be posted within five days following the vote count (close of election).

Davis Food Co-op By-laws Article IX Section 9. Results. Election results shall be posted in the store, and all candidates notified, no later than the 5th day after the close of the election.

Davis Food Co-op Elections Policy (8) RECEIVING OF BALLOTS. Ballots, in their sealed envelopes, may be placed by the voter into the locked ballot box or may be mailed to the Co- op. If a ballot arrives by mail, the staff member receiving the mail is responsible for putting the ballot, still in its sealed envelope, into the ballot box. We will not accept postage-due ballots.

All ballots must be placed in the ballot box prior to the close of business (10:00 PM) on the last day of voting, or have a US post mark prior to or from the last day of voting. Five days shall be allowed for late mail after the close of the voting before a final count is made or final results announced.

All owners are invited to participate in counting votes for the two propositions on the special elections ballot. Counting will take place in the Teaching Kitchen at 1:00p.m. Monday November 28, 2016.

Board of Directors, Davis Food Co-op

11/19/2016

Special Election Calendar

September 13, 2016. In store and social media outlet posting the Announcement of a Special Election and Propositions.

September 13 – 30, 2016 Owners/members discuss propositions and submit their comments and arguments for an against these propositions. Comments will be accepted until 5:00 p.m. September 30, 2016.

October 1 – 16 Preparation of ballots for mailing.

October 17 – November 18, 2016 Voting period.

November 28,2016 Ballot counting to take place at the Davis Food Co-op Teaching Kitchen at 537 G St., Davis, CA.

TBD Announce Election results.

Jump to the current Bylaws

ARTICLES OF INCORPORATION of the Davis Food Cooperative, Inc.

I
The name of this corporation is: DAVIS FOOD COOPERATIVE, INC.

II
This corporation, which shall be composed of ultimate consumers, is formed for the following purposes:
(A) The primary purpose is to engage in the business of selling food and other household products to members, who shall be the ultimate consumers of such products.
(B) Without in any way limiting the foregoing, the objectives, purposes and powers of this Cooperative are:

(1) To promote and provide a medium whereby consumers may act together collectively to buy or otherwise acquire, own, hold, use, sell, or otherwise dispose of groceries, produce, meats, toiletries and household supplies and appliances, and any other goods or services, including but not limited to all other goods normally sold by food stores; and the earnings, savings, or benefits of which are used for the general welfare of the members, or are distributed, whether in the form of cash or evidences of indebtedness or in goods, proportionately and equitably among the members for whom it does business, upon basis of the amount of their transactions.
(2) To engage in business or activity which shall serve the economic, educational, recreational, and cultural welfare of its members and the public.
(3) To advance the consumers cooperative movement as an economic system having service as its motive; and to join, or otherwise associate itself, with cooperative societies and other organizations throughout the nation and countries abroad, for the purpose of mutual aid and the creation of a new economy.

III
This corporation shall have, exercise and possess all the rights, powers and privileges generally granted to a cooperative corporation by the laws of the State of California.

IV
This corporation is organized pursuant to the Corporation Code of the State of California, Section 12200 et. seq.

V
(A) This corporation is authorized to issue only one (1) class of shares. The total number of shares it is authorized to issue is ten million (10,000,000). The par value of all such shares is ten million dollars ($10,000,000).
(B) The maximum number of shares one shareholder may hold at one time is four percent (4%) of the total number of shares issued and outstanding at any one time. No shareholder may exercise more than one (1) vote.
(C) The amount of capital with which this corporation shall begin business is $24,000.

VI
There shall be a Board of Directors of nine (9) in number. Directors shall be elected for a term of three years, in the manner prescribed in the Bylaws. Directors' powers and duties shall be prescribed by the Bylaws.

VII
The principal office for the transaction of business of this corporation shall be in Yolo County, California.

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BYLAWS of the DAVIS FOOD COOPERATIVE, INC.

September, 2012 (This includes amendments approved in the April-June, 2011 Co-op Election. Still current, August 2014.)

Article I. Identity
Article II. Purposes
Article III. Definitions
Article IV. Membership
Article V. Business Principles and Practices
Article VI. Government and Management
Article VII. Membership Meetings
Article VIII. Directors and Officers
Article IX. Nominations and Elections
Article X. Initiative and Referendum
Article XI. Management and Employees
Article XII. Amendments
Article XIII. Dissolution