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.

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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