BYLAWS
OF
WAYFINDER CO-OP, LCA
(a Colorado limited cooperative association)
Dated as of November 28, 2018
BYLAWS OF
WAYFINDER CO-OP, LCA
Wayfinder Co-op, LCA (the “Cooperative”) is a limited cooperative association organized under the Uniform Limited Cooperative Association Act, C.R.S. Title 7, Article 58 (“ULCAA”). The Cooperative’s business shall be conducted on a cooperative basis for the mutual benefit of the Cooperative’s members.
Preamble
Whereas, the mission of the Cooperative is: to provide a community and space for outdoor and active lifestyle-inspired members to work more purposefully, effectively, and collaboratively.
Whereas, the Cooperative subscribes and commits to the following core values:
Community
Ownership
Adventure
Resourcefulness
Whereas, the Cooperative adopts and subscribes to the seven International Cooperative Alliance Cooperative principles:
Voluntary and Open Membership.
Democratic Member Control.
Members' Economic Participation.
Autonomy and Independence.
Education, Training and Information.
Cooperation among Cooperatives.
Concern for Community.
Whereas, the Articles of Organization, as amended from time to time, are hereby incorporated by reference into these Bylaws.
ARTICLE I
GENERAL PROVISIONS; MEMBERSHIP; AUTHORIZED CAPITAL
Section 1. General Provisions
Name. The name of the Cooperative shall be “Wayfinder Co-op, LCA.”
Principal Office. The principal office of the Cooperative shall be 525 Santa Fe Drive, Denver, CO 80204 at such other place in the United States as may from time to time be designated by the Board (as herein defined).
Formation; Term. The Cooperative shall have perpetual duration.
Purpose. The purpose of the Cooperative is to carry on any lawful business, purpose or activity permitted under ULCAA, Wayfinder Co-op is a community and space for outdoor-inspired members to work more purposefully, effectively, and collaboratively and to engage in all activities necessary, convenient, desirable or incidental to the foregoing.
Section 2. Qualifications for Membership. Each of the following shall be a “Member” of the Cooperative and collectively, all classes of membership may be referred to herein as “Members.” A Member may be an individual, a corporation, a Cooperative, a voluntary association, a partnership, a joint venture, a limited liability Cooperative, a trust, an estate, an unincorporated organization, a governmental authority or other entity (each a “Person”). Members holding Class B, or Class C Units shall also be referred to as “Voting Members”.
(a) Class A Investor-Member (also referred to as “Class A Investor-Member” or a “Class A Member”). Any natural person or entity, including a firm, partnership, Cooperative, limited Cooperative association, limited liability Cooperative, special purpose entity, corporation, or association may apply for admission to the Cooperative as a Class A Member, who meets the following eligibility requirements:
Agrees to purchase or be awarded Units of Class A Preferred Interest on such terms and conditions as represented in those certain investment documents, which shall reference and incorporate therein these Bylaws (the “Class A Membership Unit(s)”);
Acknowledges that such Class A Preferred Interest carry no voting rights in the Cooperative, except as required by law.
(b) Owner-Member (also referred to as “Class B Member”). Any natural person who acts as a founder may apply for admission to the Cooperative as a Class B Member, who meets the following eligibility requirements:
As of July 1, 2017 began active work to establish the co-working space, including developing its business plans, these Bylaws, budgets, branding and marketing, lease negotiations, and limited oversight of build-out;
Agrees to purchase one (1) Unit of Class B Common voting Interest in the Cooperative for a price per Unit of $1.00 (the “Class B Membership Unit”);
Agrees to always maintain good standing as a member of one or more classes of membership in the Cooperative;
Participates in Cooperative governance functions and responsibilities;
Agrees to execute such instruments and agreements as may reasonably be necessary or advisable for the Cooperative to carry out its lawful purpose(s) if authorized by the Board; and
Agrees to always abide by the Articles of Organization (as may be amended and restated), these Bylaws, and the rules and policies as may be established and adopted from time to time by the Members or the Board.
(c) Co-working Member (also referred to as “Class C Member”). Any natural person who intends to utilize the co-working space services of the Cooperative may apply for admission to the Cooperative as a Class C Member, who meets the following eligibility requirements:
Has paid member dues in the aggregate of $120.00 through a lump sum payment or in installments paid during the first 12 months of membership including the Candidacy Period (as defined below) (the “Class C Membership Unit”), which price may be changed or increased from time to time by the Board;
Agrees to execute a lease with a minimum term of one (1) year;
Agrees to pay, in addition to base rent payments, membership dues of $10 per month - co-op member dues are built into each month’s membership fee and not charged as a separate payment;
Agrees to patronize the Cooperative pursuant to a Membership Agreement by (i) paying monthly dues and fees to cover use of the Cooperative’s co-working space on a full-time, part-time or occasional basis or (ii) paying fees to rent conference or event space.A Co-Working Member who is not also an Owner-Member, in addition to the foregoing, may patronize the cooperative by serving as a Director on the Cooperative’s Board.
Agrees to always maintain good standing as a member of one or more classes of membership in the Cooperative;
Participates in Cooperative governance functions and responsibilities;
Agrees to execute such instruments and agreements as may reasonably be necessary or advisable for the Cooperative to carry out its lawful purpose(s) if authorized by the Board;
Meets such other uniform conditions and qualification requirements as may be prescribed from time to time by the Board; and
Unless waived or modified by the Board in its sole discretion, Co-working Members shall have patronized the Cooperative for six (6) consecutive months, and shall have satisfied all conditions precedent set forth in the Cooperative’s member handbook, Candidacy rules and requirements, and Class C Membership Agreement before being eligible to apply for Class C Membership (the “Candidacy Period” or “Trial Period”).
(d) Admission to Membership. (i) The Executive Director (as defined below) of Cooperative may admit to membership any applicant who:
(1) applies for admission for the purpose of participating in the activities of the Cooperative;
(2) meets all the requirements for application and membership under these Bylaws, the laws of the State of Colorado and policies established by the Board;
(3) purchases at least one (1) Unit of Interest of any class in the Cooperative, as applicable; and
(4) executes a Membership Agreement or such other agreement as the Board may require; except that a person shall not be eligible for membership if the Board (as defined below) finds, based on reasonable grounds, which shall not include discrimination on the basis of sex, race, ethnicity, national origin, sexual orientation or any other status protected by federal or state law, that the applicant's admission would prejudice the interests, hinder or otherwise obstruct, or conflict with, any purpose or operation of the Cooperative.
(ii) Without limiting the generality of the foregoing, the Cooperative may limit, postpone, delay or deny admission to an applicant for membership into a particular membership class if, in the sole discretion of the Executive Director, such admission would frustrate, jeopardize or in any other way adversely affect the optimal relative proportionality of the population between the various Member classes and the relative balance thereof, which shall be determined in the sole discretion of the Executive Director and periodically reviewed by the same.
(iii) An applicant shall be considered a member effective upon acceptance of his/her/its application, payment for the Membership Unit(s) in immediately available funds or as otherwise permitted by a policy of the Board, and full execution of such agreements as the Board may require.
(iv) Without limiting the generality of the foregoing, Class C Members may pay for the Class C Membership Unit either in immediately available funds, via an installment payment plan, or via periodic deductions from payments or distributions made by the Cooperative to such Class C member. A new member's allocation of the Cooperative's net margins for the year in which she/he/they became a member shall be based on the relationship of the member's patronage of the Cooperative after she/he/they became a member to the total patronage of all members for that year. An existing member, who becomes a member of a distinct membership class, shall be entitled to his/her/its Unit of allocations of the Cooperative’s net margins based on patronage as of the effective date of membership in each distinct membership class.
(e) Multiple Membership Interests. A Member may concurrently belong to multiple classes of membership, provided the Member meets all applicable eligibility requirements of each respective membership Class and maintains membership of each class in good standing. In accordance with these Bylaws, a Member shall be entitled to voting rights on a per class or membership interest basis on matters to be voted upon by each class. For the sake of clarity and by way of example, if a person is both a Class B Member and a Class C Member, such person shall be entitled to one vote as a Class B member, and one vote as a Class C Member with respect to a matter for which both Class B and Class C Members are entitled to vote.
(f) Certificates of Interests in the Cooperative. The Cooperative shall not be required to issue any certificates representing memberships, capital Interest or other investments in the Cooperative. If certificates are issued, the restrictions on transfer of Interest or membership shall be printed upon every certificate of Interest or certificate of membership subject to the restrictions. Certificates shall also include the terms and conditions of redemption, if any.
Section 3. Restrictions on Transfer of Membership Interest.
No membership interest may be transferred to any person or entity not otherwise qualified to be a Member in the Cooperative or that does not patronize the Cooperative, in accordance with Section 1 above, except: to a spouse for holding in co-tenancy or joint tenancy with a right of survivorship; to a business entity controlled by such holder; or to the Cooperative upon the redemption or acquisition thereof by the Cooperative. Any purported transfer or any transfer that results from the operation of law shall be void and of no effect, unless consented to in writing by the Board and entered into the records of the Cooperative. If in the sole discretion of the Board, membership is at any time held by any person or entity not otherwise eligible to hold the same, the Board may in its sole discretion, either redeem the proceeds of such membership interest, including any unredeemed notices of allocation, or transfer such membership interest to a non-membership equity account upon written notification to the holder thereof and the person or entity shall not be entitled to vote at the membership meeting of the Cooperative. Additional restrictions on transfer of membership interest in the Cooperative’s Preferred Interest may be defined in a Class A Preferred Interest Purchase Agreement and Unit-Holder Agreement.
Section 4. (a) Voting Member Withdrawal. (1) Notwithstanding that the terms, conditions and continuation of certain obligations pursuant to such agreements as may exist between a Member and the Cooperative shall continue in full force and effect, and subject to each Voting Member satisfying its minimum membership term as defined herein or in the Voting Member’s Membership Agreement, a Voting Member may withdraw from the Cooperative by providing thirty (30) calendar days written notice of the Member's intent to withdraw to the Executive Director of the Cooperative or to such other representative as authorized by the Board. The form of such written withdrawal may be prescribed by the Board. A withdrawing Member shall be considered an active Member entitled to all benefits entitled and accruing, and responsible for all charges, dues, or other obligations owing thereto pursuant to these Bylaws until the withdrawal becomes effective. Without limiting the generality of the foregoing, the Cooperative shall have the power to enforce any such obligation against a Member or obtain relief for its breach of the preceding sentence. Unless a Member has withdrawn because the Member has died, dissolved its business, is no longer eligible for membership in the Cooperative, or because of a violation of any agreements, policies or procedures of the Cooperative, a Member who withdraws shall be eligible to reapply for membership in the Cooperative at any time following the effective date of such withdrawal. Notwithstanding a Member’s right to withdraw, the Board reserves the right to delay, postpone, withdraw, suspend or otherwise decide unilaterally the timing and method by which the equity represented by a Member’s Membership Unit may be redeemed. The Board shall have the sole discretion to determine the timing and method of any redemption of a Member’s equity.
(b) Termination of Voting Members. A Member may, for any lawful reason, be expelled and terminated from the Cooperative by a passing vote of the Board, in accordance to Article III Section12 hereof. The Member must be given 15 days’ prior notice of the expulsion, suspension or termination, and the reasons for the same. The Member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of expulsion, suspension, or termination. Grounds for suspension, expulsion or termination may include, but shall not be limited to: (1) Member has ceased patronizing the Cooperative, or has failed to meet its patronage obligations as provided in the Membership Agreement for a consecutive period of thirty (30) days; (2) Member has violated any other provision of the Membership Agreement or any other policy or procedures of the Cooperative; (3) Member has died, dissolved its business, or has otherwise ceased patronage activities; (4) Member has otherwise ceased to be eligible for membership in the Cooperative; (5) Member has otherwise been disruptive to the orderly operation of the Cooperative or frustrated the Cooperative’s purpose or efforts, the Board may terminate, effective immediately, the Member’s voting rights and membership in the Cooperative and/or expel the Member. A member who is expelled, suspended or terminated shall be responsible for any charges, dues or other obligations incurred prior to the expulsion, suspension or termination.
(c) Termination of Investor-Members. Class A Members’ interest and rights in the Cooperative shall automatically cease and be terminated on the fifth (5th) anniversary of investment. Upon full satisfaction of the terms of these Bylaws and that certain Class A Preferred Interest Purchase Agreement and Unit-Holder Agreement, the Class A Member’s Preferred Interest shall automatically revert back to the Cooperative and his/her/its interest shall be re-allocated pursuant to Article VIII hereof. When termination of an Investor-Member’s membership interest becomes effective, the Investor-Member’s membership in the Cooperative shall cease and be terminated, notwithstanding that the Board shall, in its sole discretion, determine the timing and method of any redemption of an Investor-Member’s equity interests.
(d) Rights and Interest on Withdrawal or Termination. On the date a Member's withdrawal becomes effective or upon the termination of the Member's membership in the Cooperative by the Board, all rights and interests of the Member in the Cooperative shall cease and the Member shall be entitled only to payment for the value of the Member's equity interest in the Cooperative, as defined in this Section 3. The equity interest of Voting Members is defined as the balance of that Member’s Capital Account (as defined herein), connected to the purchase of each one (1) Unit of Common Interest per membership Class acquired as a condition for membership in each membership class of the Cooperative (“Terminated Voting Membership Redemption Price”). Within one hundred and twenty (120) days after the effective date of the Member's withdrawal or termination, the Cooperative shall consider distributing to the Member the Terminated Membership Redemption Price, either in cash, by issuing a promissory note, or some combination thereof, to be decided in the sole discretion of the Board. Notwithstanding the foregoing, the Board shall have the sole discretion to delay, withhold, modify or otherwise control the timing of any redemption or equity distribution if it would impair the financial health of the Cooperative.
The equity rights and interest of Investor-Members are represented by the value equal to the Investor Member Redemption Price.
Section 5. Representations of Certain Members. If a Member of the Cooperative is other than a natural person, the Member may be represented by any individual, associate, Officer, manager, or Member thereof duly authorized by the Member in writing delivered to the Secretary of the Cooperative.
Section 6. Consent to Tax Treatment. Each Member that hereafter applies for and is accepted as a Member in this Cooperative and each Member of this Cooperative as of the effective date of this bylaw, who continues as a Member after such date shall by such act alone consent that the amounts of any allocation or distributions with respect to (i) his or her patronage occurring on or after such effective date, if of a Voting Member; or (ii) his or her Internal Capital Account balance on or after such effective date, if by an Investor-Member, shall be made in accordance with the Internal Revenue Code Subchapter K, which governs entities taxed as partnerships but based upon the amounts a Member patronizes the Cooperative (as hereinafter defined). Members shall receive annual Schedule K-1 partnership returns reflecting all income and loss from the Cooperative for the prior taxable year. Each Member further agrees to account fully for all allocated profit/loss income of the Cooperative on his/her personal income tax filings to the extent reported on an annual Schedule K-1, which may include income generated in multiple states and for which Member agrees to declare and pay tax in such states, notwithstanding that Member may not reside in the states in which the Cooperative’s business income was generated.
Section 7. Record of Members. A record of the Members and their full names, addresses, and social security or tax identification numbers shall be kept by the Cooperative. Each Member shall notify the Secretary immediately of any change in the Member's address, social security number or tax identification number.
Section 8. Authorized Capital.
(a) The aggregate number of Common voting Units which the Cooperative is authorized to issue is one hundred (100) Units of Common Interest (the “Common Interest”). All Units of Common Interest will be issued in any one of two (2) Classes, without any reservation, subdivision or allocation between each class. Each Unit of Common Interest shall have one and only one vote on all matters for which a vote may or is to be taken as defined in the Agreement, and be fully paid, non-assessable and may not be sold, assigned or otherwise transferred, voluntarily or involuntarily, by operation of law or otherwise, except for a transfer to the Cooperative under the redemption provisions set forth in the Agreement of the Cooperative.
(b) The aggregate number of Preferred Units which the Cooperative is authorized to issue is two thousand (2000) Units of Preferred Interest, $100 per unit par value (the “Preferred Interest” or “Investor Membership Units”). Units of Preferred Interest will be issued in one class. Units of Preferred Interest shall have no voting rights, except as may be required by law. Units of Preferred Interest, when issued shall be fully paid, non-assessable, and may not be sold, assigned or otherwise transferred, voluntarily or involuntarily, by operation of law or otherwise, except for a transfer to the Cooperative under the redemption provisions set forth in the Agreement of the Cooperative or except as otherwise provided in the Agreement.
(c) The respective preferences, voting powers, qualifications and special or relative rights or privileges of or applicable to Classes B and C Common Interest and the Class A Preferred Interest are as follows:
1. Class A Preferred Interest (Investor Member Units)
No Voting Rights. Units of Class A Preferred Interest shall have no voting rights, except as required by law.
Allocations. To the extent permitted under ULCAA, for so long as the Units of Class A Preferred Interest are outstanding, they shall be entitled to receive non-cumulative annual profit allocations equal to 25% of the annual net Profit or Loss of the Cooperative available therefor, allocated among Investor-Members on a pro rata, pari passu basis.
Redemption. The Class A Preferred Interest shall entitle the holder to allocations for a period of five (5) years from the date of acquisition of the Class A Units. As of the date five years from the date the Class A Units were acquired, the Class A Units shall be deemed to have automatically, and without demand or presentment, reverted to and been redeemed by the Cooperative.
Liquidation Preference. Units of Class A Preferred Interest shall have a preference to distributions of residual proceeds in a Liquidation Event (as defined below) relative to Units of Class B and Class C Common Interest. In a Liquidation Event, all Units of Class A Preferred Interest shall be entitled to be paid out of the assets of the Cooperative legally available for distribution on a pro rata and pari passu basis as set forth in Article VIII hereof.
A “Liquidation Event” shall mean one or a series of related transactions including a plan duly approved in accordance with the Cooperative’s Articles of Organization and Agreement for:
the closing of the sale, transfer or other disposition of all or substantially all the Cooperative’s assets;
the consummation of the merger or consolidation of the Cooperative with or into another entity (except a merger or consolidation in which the holders of capital Interest of the Cooperative immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital Interest of the Cooperative or the surviving or acquiring entity); or
the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Cooperative’s securities), of the Cooperative’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting Interest of the Cooperative (or the surviving or acquiring entity);
provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of the Cooperative’s incorporation or to create a holding Cooperative that will be owned in substantially the same proportions by the persons who held the Cooperative’s securities immediately prior to such transaction. Notwithstanding the prior sentence, the sale of Units of Preferred Interest in a bona fide financing transaction shall not be deemed a Liquidity Event.
2. Class B Common Interest (Voting Member Units)
Membership. Restricted eligibility for the ownership of Units of Class B Common Interest shall be in accordance with the Cooperative’s Agreement.
Rights and Privileges.
Voting. The holders of Class B Common Interest are entitled to no more than a single vote per Unit on any matter for which a vote by Class B Members may or is to be taken as prescribed in the Cooperative’s Agreement. Each Class B Membership Unit shall entitle the holder thereof to one (1) vote.
Patronage Allocations. No Allocations are paid on Units of Class B Common Interest, however, all or part of the net earnings or losses of the Cooperative shall be allocated to the holders of Membership Units based on each Class B Member’s patronage, as determined by the Board on an annual basis and in accordance with the Agreement. Annual Patronage allocations to all Voting Members shall be equal to 50% of the annual net Profit or Loss of the Cooperative, available therefor.
Liquidation Rights. Subject to preferential liquidation rights of the holders of Class A Preferred Interest as provided in the Agreement of the Cooperative, Units of Class B Common Interest shall be entitled to distributions of residual proceeds resulting from a Liquidation Event on a pari passu basis with all Class C Common Interest.
3. Class C Common Interest (Voting Member Units)
Membership. Restricted eligibility for the ownership of Units of Class C Common Interest shall be in accordance with the Cooperative’s Agreement.
Rights and Privileges.
Voting. The holders of Class C Common Interest are entitled to no more than a single vote per Unit on any matter for which a vote by Class C Members may or is to be taken as prescribed in the Cooperative’s Agreement. Each Class C Membership Unit shall entitle the holder thereof to one (1) vote.
Patronage Allocations. No Allocations are paid on Units of Class C Common Interest, however, all or part of the net earnings or losses of the Cooperative shall be allocated to the holders of Membership Units based on each Class B Member’s patronage, as determined by the Board on an annual basis and in accordance with the Agreement. Annual Patronage allocations to all Voting Members shall be equal to 25% of the annual net Profit or Loss of the Cooperative, available therefor.
Liquidation Rights. Subject to preferential liquidation rights of the holders of Class A Preferred Interest as provided in the Agreement of the Cooperative, Units of Class C Common Interest shall be entitled to distributions of residual proceeds resulting from a Liquidation Event on a pari passu basis with all Class B Common Interest.
ARTICLE II
MEETINGS OF MEMBERS
Section 1. Meetings of Members. Meetings of Members of the Cooperative, as previously determined by the Board, may take place in person, by telephone conference, by Internet conference, by video conference, or by any other electronic or telecommunications means by which the Members can effectively communicate, following the notice procedures prescribed in these Bylaws.
Section 2. Regular Annual Membership Meeting. A regular annual membership meeting of all Class A, Class B, and Class C Members shall be held annually on May 1 of each year, or within one hundred eighty (180) days after the close of the fiscal year on a date and at such time and place in the area served by the Cooperative as may be determined by the Board and specified in the proper notice of the meeting. At all regular meetings of Members, all lawful business may be brought before the meeting regardless of whether stated in the notice of the meeting; except that amendments to the Articles of Organization or these Bylaws or other action required to be stated in the notice of the meeting shall not be subject to action unless notice thereof is stated in the notice of the meeting. Any Voting Member votes to be taken on business brought before a regular meeting of Members shall require the Secretary to specify which Voting Member classes shall be eligible to vote on each matter. The Secretary shall prepare and post the membership list in a conspicuous location during a regular annual membership meeting.
Section 3. Special Membership Meetings. Special meetings of the Members of the Cooperative may be called at any time by order of the Board, by such Officer(s) as may be designated in these Bylaws, or upon a written petition of at least fifteen percent (15%) of all Voting Members, such petition delivered to the President or the Secretary of the Cooperative stating the specific business to be brought before the meeting and shall state the time, date and place of the meeting. The petition shall specify a date for such Special Membership Meeting that is no less than ten (10) days and no more than sixty (60) days from the date of the petition. The place stated in the petition shall be a place reasonably convenient for the general membership. At all special meetings of the members of the Cooperative, business brought before the meeting shall be limited to the purpose stated in the notice. The Secretary shall prepare shall post the Membership List in a conspicuous location during a special membership meeting. Any Voting Member votes to be taken during a special meeting of Members shall require the Secretary to specify which Voting Member classes shall be eligible to vote on the matter stated in the notice.
Section 4. Notice of Meetings. Written notice of every regular and special meeting of the Members shall be prepared and mailed or electronically mailed to the last known U.S. Post Office or email address of each Member not less than ten (10) days before the meeting. The notice shall state the time and place, the business to come before the meeting, and which Membership classes shall be eligible to vote at such meeting. Class A Members shall be entitled to notice of all regular annual membership meetings, and those special membership meetings as determined by the Board. The Secretary shall certify on the notice of meeting which Membership classes shall be entitled to vote at such meetings. No business shall be transacted at special meetings other than that referred to in the written notice.
Section 5. (a) Waiver of Notice. When any notice is required to be given to any Member of the Cooperative by law or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof shall be equivalent to the delivery of proper notice, provided such waiver is in writing signed by the Member entitled to the notice, whether before, at, or after the time stated in the notice.
(b) Waiver by Attendance. By attending a meeting, a Member: (1) waives objection to lack of notice or defective notice of the meeting unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting; and (2) waives objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the Member objects to considering the matter when it is presented. “Attendance”" shall include attendance in person at any meeting, participating in a telephonic meeting, or participation by signing into a tele-conference or other form of Internet on-line meeting format as prescribed by the Board for that particular meeting.
Section 6. (a) Voting at Meetings. At all membership meetings, each qualified Class B, and Class C Member holding one (1) Unit of voting common Interest for each current membership, provided such Voting Member is in good standing in accordance with all policies duly adopted by the Board, shall be entitled to one (1) vote for each Unit of voting common Interest held (“Voting Member Voting Class”). Provided quorum exists, all matters shall require an affirmative vote of a two-thirds super majority of Class B Members and a simple majority of Class C Members, voting separately as a class, except as otherwise specifically provided by law, the Articles of Organization or these Bylaws. Votes shall only be counted among Members present and entitled to vote, including proxy votes.
(b) Proxy and Cumulative Voting. Voting by proxy is permitted at all meetings, provided the proxy authorization is memorialized in writing, signed by both Members. Cumulative voting is prohibited at all meetings of the Cooperative. For purposes of this subsection (b), all duly prepared and delivered powers of attorney shall be considered to be proxies.
(c) Voting by Mail or by Electronic Means. For any meetings of Members, the Board, at its election, may submit motions, resolutions, or other matters to be voted upon to all Voting Members for vote by ballots transmitted by mail through the U.S. Postal Service. In addition, the Board, at its election, may submit motions, resolutions, or other matters to be voted upon to all Voting Members for vote by any electronic means (including, but not limited to, email ballots, Internet drop box voting, electronic voting systems, etc.) that the Board deems reasonable and that will allow all the Members to vote. Email ballots shall be deemed properly delivered when transmitted by sender. The ballots may be returned to the Cooperative by mail, by email, or by any other reasonable means, as directed in instructions to be delivered with the ballots. The ballots shall be counted only in the meeting at the time at which the vote is taken, provided that all Voting Members have been notified in writing, pursuant to action by the Board, of the exact wording of the motion or resolution upon which the vote is taken, and a copy of the motion or resolution is forwarded with and attached to the vote of the Voting Member voting. If a matter, for which mailed or emailed ballots have been delivered and received by the Cooperative, has been amended at the meeting, the meeting shall be adjourned with respect to that matter until a new vote can be solicited by mail or email with respect to the amended matter. Notwithstanding the foregoing, if a quorum is present at such meeting and a simple majority vote of the Voting Member Voting Class C approves the matter as amended, the meeting need not be adjourned with respect to that amended matter.
Section 7. Quorum. Ten percent (10%) of the Class B Members, and a simple majority of the Class C Members, present and voting in person or remotely, shall constitute a quorum for the transaction of business at any meeting of the Voting Members, except for the transaction of business concerning which a different quorum is specifically provided by law. In the event a quorum is not present or is lost during the meeting, the meeting may be recessed or adjourned from time to time without further notice by a majority of those present until a quorum is obtained. Any business may be transacted at the resumption of the recessed meeting that might have been transacted at the originally called meeting. In the event a quorum is not present or is lost during the meeting, the meeting may be recessed or adjourned from time to time without further notice by a majority of those present until a quorum is obtained. Any business may be transacted at the resumption of the recessed meeting that might have been transacted at the originally called meeting.
Section 8. Order of Business. All membership meetings of the Cooperative shall be presided upon in accordance with these Bylaws. The Officer presiding over membership meetings shall have the discretion to adopt and enforce formal governance procedures and rules. The following order of business shall be used as a guide insofar as is applicable and desirable:
1. Determination of quorum
2. Proof of due notice of meeting
3. Reading and disposition of minutes
4. Auditor's report
5. Report of Board by president or vice president
6. Report of secretary-treasurer
7. Report of general manager
8. Reports of committees
9. Nominations for vacancies on the Board
10. Elections
11. Unfinished business
12. New business
13. Adjournment
Section 9. Action without a Meeting. Actions of the Members may be taken without a meeting if the action is agreed to by all Members eligible to vote on such matter, and approval to take such action is evidenced by one or more written consents or electronically transmitted approvals, signed by all Members entitled to vote on such matter and filed with the corporate records reflecting the action taken.
Section 10. Matters Requiring Member Approval. In addition to those matters for which Voting Member approval is required as a matter of custom or law, and without limiting the generality of these Bylaws, the following matters are so integral to the ethos and operations of the Cooperative that they shall require the approval of the Members:
Adoption of ethics code and amendments or changes thereto;
Election of Board;
Changes to the Cooperative’s mission; and
Matters as determined by the Board or by petition of the members.
Section 11. Required Attendance and Participation. Each Voting Member shall attend and participate in at least 50% of membership meetings, matters presented for electronic voting or actions proposed to be taken without a meeting, as defined in this Article (collectively the “Membership Activities”). If a Voting Member fails to attend at least 50% of Membership Activities within the prior one year, the Board may, but shall not be required to, suspend that Voting Member’s economic and/or voting privileges or suspend that Member’s membership in the Cooperative.
ARTICLE III
DIRECTORS
Section 1. Number and Qualifications of Directors. (a) Subject to Section 3 hereof, the initial Board of Directors shall consist of at least three seats, comprised of the following natural person(s), who shall be each be at least eighteen (18) years of age, and who shall each serve until the annual meeting of the Members in 2019 (“Initial Board”). Joseph Ewing, Christopher Baker, and Britten Ferguson, as organizers of the Cooperative may serve as initial directors.
(b) Thereafter, and upon election at the annual meeting of the Members in 2019, the Board of Directors shall consist of seven natural persons, who are each at least eighteen (18) years of age, who satisfy the following qualifications (the “Board):
Non-members shall be eligible to serve as directors, provided that the number of non-member directors shall not exceed two (2) directors for so long as there are between five and eight directors, inclusive.
Directors may be officers or employees of the Cooperative.
One Director shall possess experience, skill, training and competencies in the following areas: sales and marketing; space management; financial management; community building and strategic partnerships (the “Executive Director”).
One Director shall possess experience, skill, training and competencies in the area of financial management, administration, and reporting (the “Finance Director”).
One Director shall possess experience, skill, training and competencies in the area(s) of document management, board accountability and process transparency (the “Partnerships and Strategy Director”).
One Director shall possess experience, skill, training and competencies in the area of event planning and management, and strategic partnerships (the “Events Director”).
One Director shall possess experience, skill, training and competencies in the areas of graphic and interior design, and collateral and internet marketing (the “Marketing Director”).
One Director shall possess experience, skill, training and competencies in the areas of community and member engagement and development, satisfaction strategies, and member event and benefits strategy (the “Community Director”).
One Director shall possess experience, skill, training and competencies in the areas of member relations management, conflict resolution and communications (the “Communications Director”).
(c) Persons from the Initial Board who are Voting Members shall be entitled to serve an initial term and each shall be eligible for re-election to serve on succeeding boards, on such terms as are prescribed herein. A vacancy on the Board may be declared at the discretion of the Board after any Director fails to attend three (3) consecutive regular Board meetings without cause and a replacement Director may be appointed as provided in Section 7 of this Article.
Section 2. (a) Nomination of Directors. In years in which a director election is to occur, at the first meeting of the Board following the end of each fiscal year but not later than sixty (60) days preceding the annual meeting date, the Board shall appoint a nominating and governance committee (“Nominating & Governance Committee”). The Nominating and Governance Committee shall consist of one (1) Class A Member, one (1) Class B Member, and one (1) Class C Member, each representative of the areas served by the Cooperative. The Nominating and Governance Committee shall strive to name at least two (2) nominees for each available Board Seat, each qualified for a respective Board seat as prescribed herein. Each nominee shall have agreed to accept the directorship and its responsibilities if elected. The Nominating and Governance Committee shall use the foregoing qualifications under the Directors' qualifications section of these Bylaws and shall nominate persons representative of a respective membership class. Each nominee must be willing to accept all the responsibilities of Directors of the Cooperative, to attend the Directors' meetings and other training and informational meetings to better serve as Directors and to become familiar with the Cooperative's Articles of Incorporation, Agreement, organizational structure, objectives, policies and procedures.
(b) Election of Directors. Each Board Seat (collectively the “Board Seats”) shall be filled separately and election shall be as prescribed by the Board in person, or by mail or email ballots. Newly elected Directors shall become members of the Board at the first meeting of the Board following their election. To be elected, a nominee for a Board Seat shall either (i) be one of the candidates receiving the highest number of votes of all Voting Members present and entitled to vote to prevail in a contested election; or (ii) receive a two-thirds super-majority vote of all Voting Members present and entitled to vote in an un-contested election.
Section 3. Term. Directors shall be elected for a term of two (2) years, except that the terms of Directors shall be staggered so that the terms of no more than a minority of Board Seats shall expire in any one year and the initial term of a Director elected to fill a vacancy shall be only for the remaining period of the unexpired term. To accomplish staggered terms following the Initial Board, the Initial Board shall be empowered hereby to elect additional Directors comprising the Board during the term of the Initial Board.
Section 4. Election of Officers. The Board shall hold a meeting within thirty (30) days after the adjournment of the annual membership meeting for the purpose of organizing the Board. Nominations for the election of Officers shall be made by Directors from the floor at the Director's meeting where the Officers are to be elected. They shall elect a President. The Board may elect one or more Vice Presidents, a Secretary and a Treasurer as determined in the discretion of the Board. Each Officer shall hold office until the election and qualification of a successor unless earlier removed by death, resignation, or in accordance of these Bylaws. The Board may create, alter, and abolish such additional offices and its attendant duties in its discretion and may appoint persons to serve in such offices at the pleasure of the Board.
Section 5. Removal of Officers or Directors. (a) At a meeting called expressly for that purpose, as well as any other proper purpose, a Director may be removed by the Voting Members in the manner provided in this Section. Removal of a Director requires an affirmative vote of a two-thirds (67%) super-majority of Voting Members present and voting if in person, by mail or by email. If removal of a Director is by the Board, then by a two-thirds (67%) super-majority of the members of the Board not subject to removal.
(b) The Board may remove a Director who does not meet the qualifications for Board membership set forth in these Bylaws.
(c) Members may remove one or more Directors with or without cause. A written petition signed by at least a twenty-five percent (25%) of Members may initiate a vote to remove a Director, in accordance with Section 5(a) above. No petition shall seek removal of more than one (1) Director.
(d) Any Director subject to a removal petition under any provisions of this section shall be promptly informed in writing by the Board and shall have the opportunity, in person and by counsel, to be heard and present evidence at the meeting called for the vote. The persons seeking a Director's removal shall have the same privilege.
(e) The Board shall have the power to remove any Officer of the Cooperative with or without cause, by a simple majority vote of the Directors not serving as the Officer subject to removal.
Section 6. Referendum. Upon demand of at least one half (50%) of the entire Board, made immediately at the same meeting at which the original motion was passed and so recorded, any matter of policy that has been approved or passed by the Board must be referred to the Voting Membership for ratification at the next regular or special meeting of the members, and a special meeting may be called for that purpose.
Section 7. Vacancies. Whenever a vacancy occurs in the Board, except from the expiration of a term of office, the remaining Directors shall, as soon as practicable, appoint a replacement to fill the vacancy until the expiration of the term of the vacant position.
Section 8. Board Meetings. Regular meetings shall be held by the Board at least once per fiscal year or more frequently, at such place (including online) and time as the Board may determine.
Section 9. Special Meetings. Special meetings of the Board shall be held whenever called by the President or by a majority of Directors at a time and place specified in the notice (including online meetings). All business may be transacted at any special meeting. A meeting of the Board may be held at any time or place with or without notice upon the consent of all the Directors.
Section 10. Notice of Board Meetings. Prior written notice of each meeting of the Board shall be delivered to each Director at least ten (10) calendar days for regular meetings and at least three (3) business days for any special meetings, provided, that the Board may establish regular meeting places, dates and times for which the notice need not be given. Notice may be waived by any or all the Directors, and appearance at a meeting shall constitute a waiver of notice thereof, except if a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
Section 11. Telephonic Meeting. One or more members of the Board or any committee designated by the Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications medium by which all persons participating in the meeting can communicate effectively. Such participation shall constitute presence in person at the meeting.
Section 12. Quorum; Voting. A simple majority of the Board shall constitute a quorum at any meeting of the Board. In the event a quorum is lost during a meeting, however, the meeting may proceed. Each member of the Board, including each Officer who is a member of the Board, shall be entitled to one (1) vote per member of the Board on any matter coming before the Board, except, no Director shall vote on any matter in which he has a pecuniary self-interest in any capacity other than as a Member of the Cooperative. A Director who has a pecuniary self-interest may, however, vote on such a matter if the remaining disinterested Directors ratify the vote on such matter and deem the decision to be in the best interest of the Cooperative. Any matter upon which the Board may vote shall require a two-thirds (67%) super-majority affirmative vote of those present and voting to pass.
Section 13. Assent to Action. A Director is considered to have assented to an action of the Board unless:
The Director votes against it or abstains and causes the abstention to be recorded in the minutes of the meeting;
The Director objects at the beginning of the meeting and does not later vote for it;
The Director has his or her dissent recorded in the minutes;
The Director does not attend the meeting at which the vote is taken; or
The Director gives notice of his or her objection in writing to the Secretary within twenty-four (24) hours after the meeting.
Section 14. Action without a Meeting. Actions of the Board may be taken without a meeting if the action is agreed to by all Directors and is evidenced by one or more written consents signed, or electronically submitted via email, by all Directors and filed with the corporate records reflecting the action taken.
Section 15. Compensation. Reasonable procedures for the expense reimbursement of the members of the Board shall be established by the Board. Directors shall be entitled to compensation for their service as directors, provided the terms are (i) memorialized in writing, (ii) reasonable, (iii) are in the best interest of the Cooperative and its Members, and (iv) approved by a majority of disinterested Directors. At the first regular Board meeting of each fiscal year the reimbursement policies shall be established, reviewed or revised. Directors may be reimbursed for actual and reasonable out of pocket expenses incurred in service to the Cooperative.
Section 16. Executive Committee. The Board may in its discretion appoint from its own membership an executive committee of three Board members, provided at least one (1) is a Member Director, determine the tenure of office of the committee's members and their powers and duties. The Board may delegate to the executive committee all or any stated portion of the functions and powers of the Board, subject to the general direction, approval, and control of the Board, however, the Board shall not purport to delegate its fiduciary duties to an executive or any other committee comprised of non-Directors. Copies of the minutes of any meeting of the executive committee shall be mailed or emailed to all Directors within thirty (30) days following the meeting.
Section 17. Other Committees. The Board may, in its discretion, appoint such other committees from its own number or from the membership, as may be necessary.
Section 18. General Standards of Conduct for Directors and Officers. (a) Each Director shall discharge his or her duties as a Director, including duties as a member of a committee, and each Officer with discretionary authority shall discharge his or her duties under that authority:
In good faith and proper purpose;
With the care an ordinary prudent person in a like position would exercise under similar circumstances;
In a manner the Director reasonably believes to be in the best interests of the Cooperative and its Membership; and
And in accordance with the Articles of Organization (as may be amended and restated) and the ULCAA.
(b) In discharging his or her duties, a Director or Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more Officers or employees of the Cooperative whom the Director or Officer reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, a public accountant, or another person as to matters the Director or Officer reasonably believes are within such person's professional or expert competence; or
(3) In the case of a Director, a committee of the Board of Directors of which the Director is to a member if the Director reasonably believes the committee merits confidence.
(c) A Director or Officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
Section 19. Indemnification. The Cooperative shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorney’s fees) incurred by reason of the fact that he or she is or was a Director or Officer of the Cooperative or, while serving as a Director or Officer of the Cooperative, he or she is or was serving at the request of the Cooperative as a Director, Officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign Cooperative or other individual or entity or of an employee benefit plan. The Cooperative shall also indemnify any person who is serving or has served the Cooperative as Director, Officer, employee, fiduciary or agent, and the estate and personal representative of any such person, to the extent and in the manner provided in any bylaw, resolution of the Board or the Interest-holders, contract, or otherwise, so long as such provision is legally permissible. Notwithstanding anything to the contrary in these Bylaws, such indemnity shall not extend to conduct not undertaken in good faith to promote the best interests of the Cooperative, nor to any recklessness or willful misconduct; and, provided further, that this indemnification shall be limited to the total assets of the Cooperative
ARTICLE IV
DUTIES OF DIRECTORS
Section 1. Management of Business. The Board of Directors shall have general supervision and control of the business and the affairs of the Cooperative and shall make all rules and regulations not inconsistent with law, the Articles of Incorporation or with these Bylaws for the management of the business and the guidance of the Members, Officers, employees, and agents of the Cooperative. The Board shall have installed an accounting system which shall be adequate to the requirements of the business, and it shall be the duty of the Directors to require proper records to be kept of all business transactions.
Section 2. Employment of Chief Executive Officer and Others. The Board of Directors may employ an Executive Director (“Executive Director”) who shall be a natural person, define the Executive Director’s duties, compensation and negotiate employment contracts. The Board shall authorize the employment of such auditors, agents, and counsel as it from time to time deems necessary or advisable in the interest of the Cooperative, and prescribe their duties. The Board shall have general oversight and supervisory responsibility for the Executive Director’s performance and shall have the ultimate authority to hire and fire the Executive Director, subject to the terms of any agreements between the Executive Director and the Cooperative or the Board.
Section 3. Reports of Business Activity and Finances. The Board shall present at each regular meeting of the Members and, if appropriate, at special meetings of the Members a detailed statement or report of the business of the preceding year. The statements shall show the financial condition of the Cooperative at the end of the fiscal year and shall be in a form as shall fully exhibit to the Members a complete illustration of the assets and liabilities of the Cooperative, of the cash on hand, inventory, and indebtedness and all other facts and figures pertinent to a complete understanding of the Cooperative's financial position for the period.
Section 4. Bonds and Insurance. The Board may require the Executive Director, if employed, and all other Officers, agents, and employees charged by the Cooperative with responsibility for the custody of any of its funds or negotiable instruments to give adequate bonds. The bonds, if required, unless cash security is given, shall be furnished by a responsible bonding Cooperative and shall be approved by the Board, and the cost thereof shall be paid by the Cooperative. The Board shall provide for the adequate insurance of the property of the Cooperative, or property which may be in possession of the Cooperative and/or Cooperative employees or stored by it and not otherwise adequately insured. The Board shall provide for adequate insurance covering liability for accidents to all employees and the public.
Section 5. Review of Financials. (a) Annual Review. The Board shall have a comprehensive review of the Cooperative’s financial statements made at least at the end of each fiscal year and at other times as it deems necessary. This comprehensive review shall meet these requirements:
(b) Performance. The review is to be performed by a competent licensed independent certified public accountant hired by the Directors of the Cooperative.
(c) Scope. The examination is to be made in accordance with generally accepted auditing and accounting standards and the auditor is to express an independent opinion as to the fairness of the basic financial statements taken as a whole or clearly state why an unqualified opinion cannot be rendered. The review report shall contain no significant qualifications caused by limitations on the scope of the examination.
(d) Form. The review report shall be in written form and shall be presented to the Board and reviewed with the Directors at a regular or special meeting as determined by the Directors and the auditor, following the completion of the review. The review report shall be reviewed with the Members of the Cooperative at the annual meeting. Copies of the completed review report shall be presented to each of the Directors and to an Executive Director with as many copies as are needed by the Cooperative and its creditors. The Executive Director and the Executive Director’s employees shall provide the auditor with all records and information requested. The records of the Cooperative shall be available at the Cooperative for the auditor to review at any time during the year. Each Member shall be given, each year, a summary financial statement based on the annual review report which statement shall indicate that a copy of the annual review report is available at the office of the Cooperative for review by any Members.
Section 6. Depository. The Board shall have the power to select one or more banks to act as depositories of the funds of the Cooperative and to determine the manner of receiving, depositing, and disbursing the funds of the Cooperative and the form of checks – or other types of electronic payments – and the person or persons by whom checks shall be signed, with the power to change banks and the person or persons signing checks and the form thereof at will.
Section 7. Agreements with Members. The Board shall have the power to carry out all agreements of the Cooperative with its Members in every way advantageous to the Cooperative representing the Members collectively.
Section 8. Nepotism. No immediate relative of any Director shall be regularly employed by the Cooperative unless approved in writing by a vote of a simple majority of disinterested Directors. Immediate relative is defined as father, mother, brother, sister, spouse, common law domestic partner, son, daughter, son-in-law, or daughter-in-law.
ARTICLE V
DUTIES OF BOARD OFFICERS
Section 1. Duties of the President. The President shall (1) preside over all meetings of the Cooperative and of the Board, (2) call special meetings of the Board, (3) perform all acts and duties usually performed by a presiding Officer, and (4) sign such instruments of the Cooperative as s/he may be authorized or directed to sign by the Board; provided, however, that the Board may authorize any person to sign any or all checks, contracts and other instruments in writing in behalf of the Cooperative. The President shall perform such other duties as may be prescribed by the Board.
Section 2. Duties of the Vice Chair. If so elected by the Board pursuant to Article III, Section 4 hereof, in the absence or disability of the President, the Vice Chair shall perform the duties of the President. The Vice Chair shall perform such other duties as may be required by the Board. If such Officer has not been elected by the Board, then the foregoing duties shall be the responsibility of the President.
Section 3. Duties of the Secretary. If so elected by the Board pursuant to Article III, Section 4 hereof, the Secretary shall keep a complete record of all meetings of the Cooperative and of the Board and shall have general charge and supervision of the corporate records of the Cooperative. He or she shall serve all notices required by law and by these Bylaws and shall make a full report of all matters and business pertaining to the office and to the Members at the annual meeting. The copies of the Board or membership minutes, and complete membership records shall be maintained at the principal office of the Cooperative. The Secretary shall make corporate reports required by law and shall perform such other duties as may be required of the position by the Cooperative or by the Board. If such Officer has not been elected by the Board, then the foregoing duties shall be the responsibility of the President.
Section 4. Duties of the Treasurer.