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.

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 Board has proposed that owners amend our current bylaws in order to simplify the complex elections section and allow electronic voting in conformance with California Corporate Law.

Image

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

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.

What changes are proposed? In the Fall of 2016 we will have a special election to vote on two bylaw revisions: the determination of the Co-op’s fiscal year, and a major update to our elections bylaws.

The determination of our fiscal year as now written in our bylaws results in uneven quarters and reporting periods, making budgeting and year-to-year comparisons cumbersome. The proposed change in Proposition 1 will allow the fiscal year to be determined by the Board of Directors in consultation with our GM, CFO, and in accordance with Federal and State regulations.

The second proposed change, Proposition 2, will replace Article IX (our long & convoluted Elections Bylaws) with a more compact, flexible and easy to understand Article IX. Perhaps most importantly, it will remove the antiquated requirement that all voting must be conducted by mailed written ballots – opening the way for electronic or online voting in order to rebuild member participation. Voting procedures will follow California Corporation Code requirements (CA Corporations Code) and the Davis Food Co-op election policies.

How should we vote? Owners should be informed on the effects of passing or rejecting the propositions. The Board of Directors has unanimously endorsed Propositions 1 and 2.

But…HOW, how? Oh! In October, owners will receive a ballot in the mail that 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. No online option this go-round. But we may be able to bring that to you with our annual Spring Election in 2017.

Can we talk about this? Yes!!! Please!!! We want to hear from our Owners and we appreciate your input. Member comments and arguments for and against these propositions (limited to 350 words) will be accepted until 5:00 p.m. September 30, 2016. Place your input along with your Membership number and signature in the Suggestion Box. The direct link to fill out our suggestion form online is: davisfood.coop/forms/suggestionbox. The Board will 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.

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.

Monday November 21 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.

Back to Top

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.