By-Laws

[Mary]

In order for everyone to know how the cooperative is operating, we
need a set of by-laws. The Fairbanks Cooperative was kind enough to
share the by-laws they put together for their consumer co-op. I used
their by-laws as a guideline and put together the following. I know
there's a lot to read over but it is very important that we include
all of our intentions for this co-op. I would like everyone's input
on both what's right and what needs to be changed by next Wednesday,
03/23/11.

Thanks for all your help.

FFA Co-op By-Laws

BYLAWS of the Fresh from Alaska Cooperative Market

• Article 1: The purpose for which the Cooperative is organized
• Article 2: Interim Board of Directors
• Article 3: Adoption of By-Laws
• Article 4: The cooperative is as membership organization
• Article 5: Membership Meetings
• Article 6: Powers
• Article 7: Board of Directors and Officers
• Article 8: Distribution of assets in the event of dissolution or
liquidation
• Article 9: Consensus decision-making versus Majority Vote

Adopted and finalized at first annual meeting, ____________.

Article 1: The purpose for which the Cooperative is organized

a. The purpose of this cooperative is to create a multi-stakeholders
cooperative that sells Alaska grown, raised and fresh caught foods and
products for the benefit of its members and the general public. The
activities of the Fresh from Alaska Cooperative Market are governed by
the Core Values of social justice, environmental stewardship, economic
sustainability and economic fairness. This association shall be
operated on a cooperative basis for the mutual benefit of the members
as patrons and owners of the cooperative. In addition, the cooperative
shall provide a basic screening of products offered for sale based on
our published parameters, education and training regarding the use and
advantages of such products.

b. Acting as the agent of the members, the Fresh from Alaska
Cooperative Market will establish and maintain a site for the
cooperative to operate; establish and maintain financial controls to
safeguard the assets of the cooperative; and also establish and
maintain a managerial structure as needed to conduct retail sales and
such other business as the cooperative may engage in under the
authority of these bylaws.

c. This cooperative is an enterprise organized under the Alaska
Cooperative Corporations Act (AS 10.15) of the Statutes of the State
of Alaska.

Article 2: Interim Board of Directors

a. An Interim Board of Directors will serve until the first membership
meeting of the members as set forth in Article 4.

b. The Interim Board of Directors shall consist of the incorporators
of the Cooperative and shall be allowed to appoint additional Interim
Directors to serve until the first membership meeting. There shall be
no less than three or more than nine Interim Directors.

c. The Interim Board of Directors shall among themselves elect a
Chair, Vice Chair, Secretary, and Treasurer and shall conduct all
aspects of the business of the Fresh from Alaska Cooperative Market,
Inc., during the interim period before the first membership meeting.
The Secretary and Treasurer may be the same person.

d. A quorum of three interim board members shall be required to
conduct business at any board meeting.

Article 3: Adoption of By-Laws

a. Interim Bylaws: Before any business is conducted by the Fresh from
Alaska Cooperative Market, Inc., these By-laws and other operating
documents shall be discussed and voted upon and approved by the
Interim Board of Directors by a majority vote. The Secretary shall
record this approval in writing and a copy of the approved By-Laws
shall be made available to all Founding Members upon request.

b. Permanent Bylaws: These By-Laws, as may be amended, shall be
subject to adoption by the membership as the first order of business
at the first membership meeting as prescribed in Article 4, Part a.
Amendment of these By-Laws by majority vote can be made at any future
membership meeting provided that notification of any proposed
amendment to be voted on is included in the meeting notice sent out
for the meeting at which the vote is to be taken.

Article 4: The Cooperative is a Membership Organization

a. Founding Members: For the period starting on the date of
incorporation and running to the start of the first annual membership
meeting all persons who enrolled as members and paid the membership
fee of $200 are to be listed on the rolls as Founding Member with the
right to vote at the first membership meeting. The enrollment of
Founding Members shall not be limited.

b. Full Membership: At the first membership meeting, by a simple
majority vote, the membership shall decide the amount and structure of
the membership fees to be required for full membership in the Fresh
from Alaska Cooperative Market, Inc. The membership fee requirements
established at this meeting will apply to all new members joining
after the first membership meeting. Classes of membership shall be
recognized as follows:

(1). Consumer Members which are community members that purchase from
the co-op

(2). Producer Members which are farmers, ranchers or fishermen in the
region who sell produce, meat, seafood or dairy

(3). Worker Members which are employees who contribute to the Co-op’s
success through their labor

(4). New members who join after the first annual meeting will be
identified on the rolls according to their registered class and as a
“Regular Member” and will be required to pay the full membership fee.

c. Rights of Full Members: After the first membership meeting each
Founding Member or Regular Member in good standing shall have the
right to vote and the right to any patronage dividend or other
benefits as may be established. Each member will receive a primary
membership card and will be entitled to designate other individuals in
the same household on that card. Secondary membership cards are to be
used for purchases by other household members as listed on the cards.
A maximum of 4 membership cards per household may be issued.

d. Termination of Membership:

(1). Membership is not transferable.

(2). Any individual enrolled as a Member may elect to voluntarily end
his or her membership within 120 days by submitting written notice of
this intent to the Secretary of the Board of Directors. The time
limit shall not apply to members of the Military whose duty station
changes within the first year of membership. The Cooperative shall
refund membership fees at the value of the membership fees paid by the
member(s) less any unpaid amount owed to the Cooperative by the
Member. Refunds as provided in this section will be made within 90
days of receiving a written request to end membership in the
cooperative.

(3). A membership may be terminated by a majority vote of the Board of
Directors for malfeasance, theft, or criminal acts deemed harmful to
the cooperative. In the event a membership is involuntarily terminated
under this provision, all membership funds will be forfeited.

(4). In the event of the death of a member the amount that would
otherwise be refunded to a member voluntarily ending his or her
membership as provided above will be paid to (1) the personal
representative of the member’s estate or if no personal representative
is appointed then to (2) the member’s legal heirs pursuant to the laws
of the State of Alaska. If no claim is made by a proper
representative of a deceased member for refund of the membership fee
within one (1) year after the death of the member, the asset will be
deemed abandoned and shall become property of the Cooperative.

e. Membership Fee Installments: The Board may extend credit to non
members to enable them to purchase a membership on an installment plan
over a period not to exceed 120 days, under terms approved by the
Board of Directors. Pending full payment of his or her share, a
member shall hold no voting rights, but other member privileges and
rights as a customer of the Cooperative shall not be limited.

f. Other Classes of Membership: The Board may establish a class or
classes of affiliate memberships to recognize individuals, companies,
not for profit corporations, for profit corporations, suppliers,
industrial buyers and other cooperatives doing business with and
supporting the Fresh from Alaska Cooperative Market, Inc. For any
class of affiliated member that is established, the Board will have
full discretion in extending or revoking recognition. Affiliate
Memberships established under this section shall not have voting
rights except as may be granted by a simple majority vote of the
Membership at a meeting of the Membership.

g. Membership Rolls: Under the direction of the Secretary membership
rolls will be maintained to accurately reflect the status of all
classes of members. If called to do so the Secretary will certify the
membership rolls.

Article 5: Membership meetings

a. First Membership Meeting: A first meeting of the membership shall
be held after the Articles of Incorporation are approved by the State
Of Alaska. Written notice of this meeting will be given to all
Founding Members on the rolls at least seven (7) and not more than
thirty (30) days prior to the meeting. The purpose of this meeting
shall be to adopt the Permanent Bylaws of the cooperative as
prescribed in Article 8, Part b, elect the Board Of Directors as
prescribed in Article 7, to establish the membership fees as
prescribed in Article 2, Part b., and to carry out such other business
that may be presented at that time. These purposes shall be stated on
the notice for this meeting. A quorum of 10% of the membership
(either in person or by proxy) shall be required to conduct business
at this meeting.

b. Subsequent annual meetings shall be held each year at a time and
place set forth by the Board. Written notice of such meetings, to
include an agenda, shall be given to all members of the cooperative
stating the time and place at least seven (7) and not more than thirty
(30) days prior to the meeting. The secretary of the cooperative
shall be responsible for sending this notice. If that notice is
mailed, it is considered given when deposited in the United States
mail addressed to the member at the address of the member as it
appears on the records of the cooperative with postage prepaid. A
quorum equal to ten percent (10%) of the members enrolled and in good
standing at the time of any membership meeting shall be required to
conduct business.

c. Special Membership Meeting: As may be needed under special
circumstances requiring a vote of the membership, the Board or Chair
of the Board may elect to call a special meeting. The requirements
for notice and quorum shall be the same as prescribed for an annual
meeting, except that the notice shall also state the purpose of the
special meeting. The Secretary shall also call a special meeting upon
the filing of a petition stating the business to be brought signed by
not less than ten percent (10%) of the members.

Article 6: Powers

This cooperative shall have the power to conduct all lawful business
in the state of Alaska, including but not limited to the operating of
retail marketplaces that shall sell Alaskan foods, products and other
items requested by members. The cooperative shall have, exercise and
possess all the rights, powers and privileges generally granted to a
cooperative corporation by the laws of the State of Alaska (A.S.
10.15.010), including but not limited to: (1) To borrow money within
the limits allowed by the laws of the State of Alaska; (2) To buy,
lease, hold and exercise all privileges of ownership over such real or
personal property as may be necessary or convenient for the conduct of
operation of the business of the cooperative, or incidental there to;
(3) To draw, make, accept, endorse, guarantee, execute and issue
promissory notes, drafts, warrants, certificates, and all other kinds
of obligations and negotiable or transferable instruments for any
purpose that is deemed to further goals and objectives for which this
cooperative is formed, except such as are inconsistent with the
express provisions of the State law under which this cooperative is
organized.

Article 7: Board of Directors and Officers

This cooperative shall be governed by a Board of Directors of nine
members who shall be elected at the first membership meeting of the
cooperative as prescribed in Article 4, Part a. The Board of
Directors shall consist of two (2) members from the Consumer Class
(seats A & F), two (2) members from the Producer Class (seats B & G),
two (2) members from the Worker Class (seats C & H) and three (3) open
seats (seats D, E & I).

a. Officers of The Board: The Board of Directors shall elect from
among themselves the following officers: Chair, Vice Chair, Secretary
and Treasurer. The Secretary and Treasurer may be the same person.

b. Designated Board Seats: Members of the Board of Directors shall be
designated by seats A through I and will hold terms of office of three
years; except that at the first membership meeting, to effect
staggered terms, seats A through E will be elected for three year
terms and seats F through I will be elected to initial terms of two
years. At the end of two years, seats F through I will then be
elected for three year terms. If a Board member resigns or is
removed before his or her term expires, the Board shall appoint a
replacement board member to serve the balance of the term for the
vacant position. Such appointment will be subject to vote of
confirmation by the membership at the next annual meeting if an annual
meeting occurs before the end of the unexpired term.

c. Executive Committee: The Board of Directors may elect an executive
committee consisting of three or more directors which, to the extent
provided in the bylaws of the cooperative, may exercise all the
authority of the board in the management of the cooperative, except
for:

(1). Apportionment or distribution of net proceeds, savings or
losses;

(2). Selection of officers;

(3). Filling of vacancies in the board or the executive committee.

d. Executive Committee Alternates: The board may elect other
directors as alternates for members of the executive committee.

e. Designation of an executive committee and the delegation to it of
authority does not relieve the board or a member of the board of any
responsibility imposed by law.

f. A quorum of five board members shall be required to conduct
business at any board meeting.

g. Action Without a Meeting: Action that may be taken at a meeting of
the members, directors, or members of the executive committee, may be
taken without a meeting if a consent in writing setting forth the
action taken is signed by all of the members, directors, or executive
committee members entitled to vote. This consent has the force and
effect of a unanimous vote at a meeting.

h. Removal of a Board Member: A board member may be removed after
failing to attend three or more regular meetings without communicating
reasons for absence to the Board, or whenever the Board in its
judgment determines that removal would be in the best interest of the
cooperative. The Board is fully empowered to make such removal.
Election or appointment of an officer does not of itself create
contract rights.

Article 8: Distribution of assets in the event of dissolution or
liquidation

The Cooperative may be dissolved at any time consistent with the
provisions of Alaska Statute 10.15.460-.520.

Article 9: Consensus decision-making versus Majority Vote

The Board of Directors shall conduct its business by majority vote.
However, the Board shall establish a policy for consensus in decision-
making with the goal being to conduct its business by consensus
whenever possible. As needed, the Board may modify this policy.

Article 10: Activities

a. Insurance: The Board of Directors will ensure the Cooperative is
fully covered by appropriate insurance for all aspects of the
business.

b. Fiscal Year: The Board of Directors shall designate the fiscal
year for business operations

c. Registered Address: The Interim Board of Directors shall designate
the registered address for the purpose of incorporation until a
permanent location for the Fresh from Alaska Co-op Market, Inc. is
identified. At which time, the Board of Directors shall apply for an
address change to the Articles of Incorporation.