Bylaws Articles 1-4

Davis Food Cooperative, Inc.

Article I: Name

The name of the organization shall be Davis Food Cooperative, Inc. (henceforth “the Cooperative”).

Article II: Ownership and Purpose: The Cooperative shall be owned by its Members and shall operate for the mutual benefit of its Members.

Section 2.1. Business. The primary purpose of the Cooperative is to engage in the business of selling food and other household products and services to Members, who shall be the ultimate consumers of these products.

Section 2. 2. Other Objectives. Other objectives of the Cooperative shall be: 

(A) Cooperative service for the benefit of Members as consumers and the consuming public;

(B) Promotion of the cooperative ideal, and affiliation or cooperation with cooperative organizations in the local community, the state, the nation, and other countries;

(C) Conducting such other activities as will serve the economic, educational, recreational, and cultural welfare of its Members and the public.

Article III: Membership

Section 3.1 Eligibility. Any resident of the State of California who is a natural person or corporation may become and remain a Member of this Cooperative by:

(A) Complying with these Bylaws and such uniform conditions as may be prescribed by the Board of Directors, (henceforth the Board), including any required purchases of Membership or Investment shares; and

(B) Making full payment of any non-refundable Membership fee as set by the Board; 

Each Membership shall consist of one natural person, or in the case of a corporate Member, a natural person shall be named to vote in the affairs of the Cooperative as described in the Articles of Incorporation and these Bylaws.

Each and any Membership may be designated a “Joint Membership,” where it includes Members of the same household. Each Membership shall have one “Member of Record,” and up to one additional co-owner, entitled to Membership Rights, where such Membership is in good standing. While either co-owner may run for a seat on the Board, provided they have been a Member for ninety (90) days prior to the record date, only the Member of Record shall be entitled to vote in elections, or to endorse petitions and referendums, and to receive patronage distributions, or payment in any liquidation event, if any such distributions or payments are made. An additional co-owner may become the Member of Record by filing written notice of such a change with the Secretary of the Board. Only one such change may be made in any fiscal year.

Additional co-owners must belong to the same “household.” The term "household" shall refer to a Member of Record and any individuals who live, buy, and eat jointly in one dwelling with that Member of Record. A single dwelling may contain more than one such household. A household may not consist of individuals from more than one dwelling. A Member of Record may designate as many individuals as are in their household as “Additional Cardholders,” whose purchases from the Cooperative shall be included as patronage of the Member of Record.

3.2 Admission. Any eligible person may be admitted to Membership upon submitting an application, entering into a Cooperative Membership Agreement, and investing equity in an amount and on such terms as determined by the Board.

3.3 Rights. Members have the right to elect the Cooperative’s Board, to attend meetings of the Board, to receive notice of and attend Membership meetings, to petition as described in these Bylaws, and to approve amendments to these Bylaws. Each Member shall have one vote and no more on all matters submitted to Members. The rights of Members shall be understood to apply only to active Members in good standing. All rights and responsibilities of Members are subject to these Bylaws as they may be amended from time to time, and to policies and decisions of the Cooperative or the Board.

3.4 Responsibilities. Members shall keep current in equity investments due to the Cooperative, shall keep the Cooperative informed of any changes in name or current address, and shall abide by these Bylaws and the policies and decisions of the Cooperative or the Board. A Member who upholds these responsibilities is considered an active Member in good standing.

3.5 Termination of Membership:

A. Voluntary Termination: A Member may terminate his or her Membership voluntarily at any time by written notice to the Cooperative.

Bb. Death or Dissolution: On death a Membership terminates. Where a Member of Record in a Joint Membership no longer meets all requirements for Membership in good standing or terminates, an additional co-owner shall become the Member of Record provided they meet all requirements for Membership in good standing.

Cc. Involuntary Termination:A Member may be expelled from the Cooperative by resolution adopted by a two-thirds (2/3) vote of all Directors for:

(1) Failure to comply with the Bylaws, rules or policies of the Cooperative; 

(2) Failure to pay the required Membership fees; 

(3) Failure to timely purchase the required Membership or Investment shares; 

Involuntary termination shall become effective immediately unless the Board shall, in the resolution, fix another time. On expulsion, the name of the Member expelled shall be stricken from the Membership register and all of his or her rights shall cease except as provided in Section 3.6 of these Bylaws.

Prior to Involuntary Termination of a Member, the Board shall give such Member at least fifteen (15) days notice, including a statement of the reason(s). Such Member shall have the opportunity to be heard, orally or in writing not less than five (5) days before the effective date of expulsion by the Board of Directors. The notice required, pursuant to this section, may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by certified mail sent to the last known address of the Member shown on the Cooperative's records. 

3.6 Return of Equity: On termination of Membership, including on the death of a Member or where a Membership is terminated for cause, all Memberships and classes of shares shall be redeemable at the option of the Member; provided, however, that the Cooperative shall only redeem shares if it has the financial ability to make the redemption, and the Cooperative shall have up to one year from the date of notice of the redemption to complete the transaction. The Cooperative may offset any outstanding liabilities of the terminating Membership against the amount it redeems. Where a Membership is a Joint Membership, shares associated with the Joint Membership shall only be redeemed with the consent of the additional co-owner(s), unless the additional co-owner(s) becomes the Member of Record. Notice of the death of a Member may include a copy of the Member’s death certificate, executor’s letters testamentary, letters of administration or similar document.

3.7 Unclaimed Propriety Interests-Escheat alternative procedure:

A Where a Membership has terminated under these Bylaws, resulting in an unclaimed propriety interest, any proprietary interest that would otherwise escheat to the state pursuant to California law, shall instead become the property of the Cooperative, provided that:

(1). At least 60 days prior notice of the proposed transfer of the proprietary interest to the Cooperative is given to the affected Member by first-class mail, or by electronic transmission where such Member has agreed to receive electronic transmission from the Cooperative, to the last address of the Member shown on the Cooperative's records, and by publication in a newspaper of general circulation in the county in which the Cooperative has its principal office. Notice given in the foregoing manner shall be deemed actual notice.

(2) No proprietary interest shall become the property of the Cooperative under this section if written notice objecting thereto is received by the Cooperative from the affected Member prior to the date of the proposed transfer.

B A “proprietary interest” shall mean and include any Membership, Membership certificate, Membership share, or share certificate of any class or series representing a proprietary interest in, and issued by, the Cooperative together with all accrued and unpaid dividends and patronage distributions relating thereto.

3.8 Non transferability. Membership rights and Member equity or other shares as described in these Bylaws may not be transferred in any manner.

3.9 Proprietary Interest. An owner's proprietary interest in the Cooperative includes holdings of Membership and Investment shares and any retained patronage distributions held by the Cooperative in the name of the owner. The amount of the proprietary interest is measured by its carrying value on the books of the Cooperative.

3.10 Dispute Resolution. In any dispute between the Cooperative and any of its Members or former Members which cannot be resolved through informal negotiation, it shall be the policy of the Cooperative to use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

3.11 Copies of Bylaws. A current copy of these Bylaws, together with the Explanation of the Bylaw Consent Provision with Respect to Patronage Refunds at Section 8.2, shall be available at all times to each owner, through the Cooperative’s website. A copy of the Bylaws and Articles of Incorporation, as amended to date, shall be provided to any owner upon request.

3.12 Debts of the Cooperative. No Member of the Cooperative may be held liable for the debts of the Cooperative.

3.13 Financial reports. Each Member shall, upon request, be entitled to receive a financial report containing the information required under § 12591 of the Consumer Cooperative Corporation Law.

Article IV: Member Meetings & Elections

4.1 Annual Meeting. An annual Membership meeting shall be held at a time and place to be determined by the Board. The purpose of such meetings shall be to hear reports on operations and finances, to review issues that vitally affect the Cooperative, and to transact such other business as may properly come before the Membership

4.2 Special Meetings. Special meetings of the Membership may be called by the Board, either by decision of the Board, or in response to a written petition of 5 percent of the active Members. Notice of special meetings shall be issued to Members. In the case of a petition, notice of the special meeting will be issued within ten (10) days after presentation of the petition to the Board. No business shall be conducted at that special meeting except that specified in the notice of meeting.

4.3 Notice of meetings. Notice of the date, time, place and purpose of each meeting of the Membership shall be posted in a conspicuous place at the Cooperative and communicated to Members not less than three (3) weeks prior to the date of the meeting. The record date for determining the Members entitled to notice of any meeting of Members is thirty (30) days before the date of the meeting.

4.4 Notice and Consent to Electronic Transmissions.
 Whenever Members are required or permitted to take any action at a meeting, including special meetings, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each Member who, on the record date for notice of the meeting, is entitled to vote thereat; such notice shall be given by the Cooperative by electronic transmission, by U.S. mail, or other means of written communication. As a condition of Membership, all Members agree to the receipt of electronic transmissions including notices of meetings from the Cooperative, provided such notice complies with Section 20 of the California Corporations Code.
 Notice shall be addressed to each Member at the Member’s address appearing on the books of the Cooperative for the purpose of notice. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the Cooperative after either of the following:

(1) The Cooperative is unable to deliver two consecutive notices to the Member by that means.

(2) The inability to so deliver the notices to the Member becomes known to the secretary, or other person responsible for the giving of the notice.

If any notice addressed to a Member, at the Member’s address appearing on the books of the Cooperative for the purpose of notice, is returned to the Cooperative as undeliverable by the United States Postal Service, all future notices shall be deemed to have been duly given without further mailing if the notice is available for the Member, upon written demand, at the principal office of the Cooperative for a period of one year from the date of the giving of the notice to all other Members.

4.5 Contents of Notice:

Notice, whether written or electronic shall provide the following:

(1) the place, date and time of the meeting,

(2) the means of electronic transmission by and to the Cooperative, or electronic video screen communication, if any, by which Members may participate in that meeting and, 

(3) in the case of a special meeting, the nature of the business to be transacted, and that no other business may be transacted; or

(4) in the case of the annual Membership meeting, those matters which the Board, at the time the notice is given, intends to present for action by the Members.

(5) the notice of any meeting at which Directors are to be elected shall include the names and candidacy statement of all those who are nominees.

4.6 Quorum. (a) The lesser of 250 members or members representing 5 percent of the voting power, shall constitute a quorum at a meeting of Members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the Members unless the vote of a greater number or voting by classes is required by these Bylaws or the Articles of Incorporation.

(b) Where a Cooperative is authorized to conduct a meeting with a quorum of less than one-third of the voting power, then the only matters that may be voted upon at any regular meeting actually attended by less than one-third of the voting power are matters, the general nature of which was provided in the notice of the meeting to the Members.

(c) Subject to subdivision (b), the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum or, if required by this division or the Articles of Incorporation or the Bylaws, the vote of the greater number or voting by classes.

4.7 Voting and Two Classes of Shares. All Members in good standing are entitled to one and only one vote on matters submitted to Membership for vote. As determined by the Board, and at their option, Members may purchase non-voting shares, designated “Investment Shares.”

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