Bylaws

Welcome to our Bylaws page! If you don’t find the answers you’re looking for, please contact our Board of Directors.

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. To continue to serve our community and owners in ever more relevant and impactful ways well into the future, we need to position the Co-op now to be sustainable and resilient in the face of a changing and more competitive marketplace. For nearly two years the Board of Directors and Staff have been working to craft updated bylaws which are based on those of successful co-ops from across the country. They have been uniquely adapted to best meet our Ends and ensure we stay relevant in our community. We truly are stronger together, and we seek your input and support in these efforts.

We will be providing multiple opportunities for our Owners to learn more about the proposed Bylaw changes and give feedback. So join your Board of Directors for a discussion about these proposals and help us strengthen our democracy.

What are "bylaws"?
Bylaws are rules that govern our Board of Directors, and guide Member-Owners as they shape the future of the Co-op.

Why do our bylaws need to be updated?
Laws change, and so do the needs of the Co-op. Updated bylaws are healthy for our whole organization, and regular revisions are required by our own policies.

Second Co-operative Principle: Democratic Member ControlWhy 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.

How should we vote?
Member-Owners are encouraged to vote their heart. Voting is confidential. Voting YES to update our bylaws this year will help clear away cobwebs and refresh stale language. The Board has been working on these revisions for many moons, and is happy to answer any questions you might have. Please contact them via their email addresses, listed on the Board of Directors page, or all together at board@davisfood.coop.

I get it, our bylaws are old. But what, exactly, are the changes?

Here is a brief summary. (This one is just a couple pages.)

Here is a detailed summary of Bylaw provisions moving to Policy. (This one is 10 pages.)

Here is the full Draft of revisions. (This is the full monty. Legalese and more!)

(Click here to jump to the current (dusty) 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

Download a PDF of the current Articles and Bylaws by clicking here.