By Laws

1. ORGANIZATION AND DEFINITIONS 

1.1. The Utah Co-Op , known hereafter in these bylaws as “the co-op,” is a community cooperative, 

1.2. “The Board” refers to the Utah Co-Op Board of Directors throughout these bylaws.

2. PURPOSE AND PHILOSOPHY

2.1. The purpose of the co-op is to provide its sponsored fee free membership and the community with food, goods, and services with consideration of source, quality, and price, and with the general goal of enhancing the quality of life.

2.2. The co-op strives to educate the membership and the community with respect to cooperative principles, nutrition, the use and preparation of foods, and the political and ecological impact of consumer goods.

2.3. The co-op views itself as part of a larger social and political movement directed toward creating a society which holds the welfare of all human beings as an important principle. We feel solidarity with other people, other groups, and especially with other cooperatives that are equally committed to providing people with the knowledge and resources necessary to control their own lives.

3. MEMBERSHIP

3.1. Any individual adult (age 18 years old or older) who supports the principles of cooperation and whose activities are not contrary thereto may become a member owner of the co-op, irrespective of race, creed, sex, handicap, or social or political beliefs.

3.2. To become a member owner of the co-op a person shall:

a) be a Utah resident 

b) agree to participate in good faith with a neutral dispute resolution body, as described later, in the event of any disagreement with the co-op.

c) shall support the endeavors of the Utah CoOp 

3.3. The term Sponsored member refers to local residents that utilize the benefits of any/all Utah Charities  programs.

3.4. All sponsored members
of the co-op are entitled to a discount on purchases at the co-op. The amount of this discount shall be determined by the need/sales  

3.5. Each  sponsored member owner of the co-op is entitled to one vote on all matters submitted to the members for a vote.

3.6. Any society or organization not in opposition to the purposes of this co-op may, on the approval of the Board, be admitted to membership. The terms established by the Board for any such admission should address all of the issues included in Bylaws 3.1 through 3.5.

3.7. Sponsored member owners
either individual or organizational, or other consumers may be limited on the quantity of merchandise purchased, at the discretion of the manager.

3.8. Every member owner shall notify the co-op, within a reasonable time and in writing, of any changes in status that would reflect a change in any information recorded on his or her membership residential status. Failure of a member  to supply the co-op with a current correct residential  state constitutes a waiver of the member’s notice of meeting rights.

3.9. In the event of a disagreement arising within the co-op, a neutral dispute resolution body may be formed to try to resolve the disagreement. The neutral dispute resolution body shall be composed of a maximum of three individuals who are approved by both parties in the dispute. These individuals may be members or nonmembers.

3.10. The voluntary withdrawal of a member owner requires a written notice to the manager and must include a current mailing address. His or her membership will be immediately terminated on receipt of the termination notice. The current book value of his or her Membership will be $1 for every year fully volunteering and active  in the day to day running of the co-op will be refunded within one year of the notice, unless the Board deems it necessary for the health of the co-op to extend the refund period. (No renewal, of new sponsored membership will be available)

3.11. Any member owner who has not patronized the co-op for a period of 1 year may have his or her membership terminated. Patronizing consists of shopping at the co-op or contributing to Utah Charities programs. The member will be sent written notice of the terminating membership, and the status of his or her Membership. If the member owner fails to respond to the notice before the next general membership meeting, his or her membership will be terminated. 

Any sponsored member whose activity in the co-op is contrary to the basic principles of consumer cooperation, or whose actions endanger effective operation of the co-op, may be expelled by the Board after written notice of the charges against said member owner and after reasonable opportunity for a hearing. Said member owner shall have the right of appeal to the general membership at their next meeting, provided that the motion to expel is included in the notice of the meeting. At the general membership meeting, said member owner shall be given the opportunity to be heard, with or without counsel. A majority vote by the member owners present at the general membership meeting will uphold the Board’s vote to expel. All or a portion of the expelled member owner’s Member Capital Account may be retained at the Board’s discretion to cover damages or losses caused by the expelled member owner.

4. MEETINGS OF SPONSORED MEMBERS 

4.1. All votes will be placed on Facebook and or at the Utah CoOp .

4.2. General voting meetings may be held during the year with a minimum of 25 voting and a maximum of 250 general topic separate voting opportunities 

4.3. A special general membership meeting may be called by either (a) a petition signed by 10% of the membership or 500 member , whichever is smaller, or (b) three or more members of the Board. The purpose of the meeting shall be clearly stated in the petition. The completed petition shall be presented to the Board, who shall certify the validity of the signatures on the petition and arrange a date, time, and place for the meeting. Only the business issues stated in the purpose of the meeting on the petition may be considered at the special meeting.

4.5. Written notice of a special general membership meeting shall include date, time, place, and purposes of the meeting and shall be given to each member owner in person on site at CoOp that shops during 1 weeks coop hours  not less than ten nor more than sixty days before the date of the meeting.

4.6. Voting by proxy ballots shall not be permitted.

5. AMENDMENTS AND OTHER CORPORATE ACTIONS

5.1. These bylaws (except those listed in Bylaw 5.2 below) may be amended by a two-thirds majority vote of the Board members currently serving or by a majority vote of the eligible voting membership in attendance at any general membership meeting.

5.2. An amendment of the articles of incorporation; an amendment of these bylaws which alters member voting rights or member capital (such as Bylaws 3.3, 3.6, 3.7); or any corporate action resulting in merger or consolidation, in disposition of all or substantially all of the assets of the co-op, or in dissolution of the co-op: 

shall be adopted by a majority of the eligible voting member owners in attendance at the meeting.

6. BOARD OF DIRECTORS

6.1. The administration of the co-op shall be vested in a Board of Directors. The Board shall consist of  persons elected by and accountable to the owners.

6.4. Each nominee to the Board shall:

a)  be a  owner of the co-op.

b)  support the principles of consumer cooperation and the role of consumer cooperatives as alternative economic, political, and social institutions. This support may be shown by the nominee participating in general membership meetings, volunteering in the store or on co-op committees, and shopping at the co-op on a regular basis.

c)  be committed to attend regular and special Board meetings as deemed necessary by the Board.

d)  be committed to attend special events of the co-op as well as local, regional, state and national cooperative conferences and workshops.

6.5. Voluntary resignation of a director shall be effective upon receipt of notice 

7. MEETINGS OF THE BOARD OF DIRECTORS

7.1. Regular Board meeting time and place shall be determined by the Board and arranged by the Board at the previous regular Board meeting.

7.2. A majority of Board members constitutes a quorum. No official business shall be conducted without a quorum and proxy voting will be permitted at Board meetings.

7.3. Executive sessions shall be called with the consensus of the Board and only when personnel matters are to be discussed. Only currently serving Board members should attend, but others may be invited by the Board to attend.

7.6. Emergency decisions made outside of regularly scheduled meetings may be made by consensus of the majority of the Board members, either verbally or in writing. A

8. DISSOLUTION

8.1. Upon dissolution, the assets of the co-op shall be distributed in the following manner and order:

a)  By paying or providing for payment of its debts and expenses.

c)  The membership shall name a non-profit organization or organizations to receive any surplus left after all obligations have been paid