BY-LAWS OF
ORANGE COUNTY CO-OPERATIVE DEVELOPMENT CORPORATION

ARTICLE I – NAME

Section 1.1 – Name:

The name of this co-operative shall be the Orange County Co-operative Development Corporation, hereinafter referred to as the “Co-op.”

ARTICLE II – PURPOSES

Section 2.1 – Purpose:

To promote and support the development of member-owned co-operative businesses and services, especially in South Central Indiana.

Section 2.2 – Mission:

The Orange County co-operative Development Corporation is a member-owned association dedicated to serving the needs of local growers, producers and consumers by providing goods, services and healthy food choices at fair value. We promote community well being, economic prosperity and self-reliance through co-operation.

ARTICLE III – MEMBERSHIP

Section 3.11 – Admission as Members:

Membership in the Co-op shall be voluntary and open to all who support the mission and goals of the co-op and who are legally qualified. Applicants shall be admitted to membership upon submitting the required application and fulfilling the terms of the membership agreement, subject to Board approval. Each new member shall receive a copy of these by-laws and a copy of their signed membership agreement.

Section 3.12 – Discrimination:

The Co-op shall not discriminate on the basis of race, creed, age, gender, handicap, sexual orientation, marital status or other arbitrary basis.

Section 3.2 Membership Classes:

There shall be one class of members, and all members shall have the same rights and responsibilities.

Section 3.3 – Transfer of membership:

Members in good standing cannot transfer that membership to another eligible person without the consent of the Board of Directors.

Section 3.4 – Termination of Membership:

Membership may be terminated voluntarily by a member upon notice to the Co-op. Membership may be terminated by the Board for cause. Upon the voluntary termination of a membership, the member may redeem the value of the original fee paid for membership (or capital certificates, etc.); subject to such limitations as shall be determined by the Board.

Section 3.5 – Settlement of Disputes:

In any dispute that involves normal membership transactions and that cannot be resolved through informal negotiation, it shall be the policy of the Co-op 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. (The membership agreement should include language barring litigation against the Co-op. This may not be legal or legally binding)

ARTICLE IV – MEMBERSHIP MEETINGS

Section 4.1 – Annual Member Meeting:

The Board of Directors shall organize an annual meeting of members within the first four months of each fiscal year.

Section 4.2 – Special Member Meetings:

A special members’ meeting shall be called if warranted by special circumstances as determined by the Board of Directors, including a petition signed by not less than 10% of the membership.

Section 4.3 – Place of Member Meeting:

All meetings shall be held in Orange County

Section 4.4 – Notice of Member Meetings:

Notice of members’ meetings shall be provided to each member by the most expedient means available at least two weeks before the scheduled meeting date, and shall include, at a minimum the time, date, location and purpose of the meeting.

Section 4.5 - Voting Rights:

Thirty days prior to the meeting the Board shall establish a list of members in good standing. Only members in good standing as of that date shall receive the notice and be eligible to vote at that meeting.

Section 4.9 – Voting eligibility.

Members shall vote on the basis of one-member, one vote. If a membership is held by a household or business entity, one person shall be designated as the voting member. This shall be the person designated on the original or amended membership agreement.

ARTICLE V – BOARD OF DIRECTORS

Section 5.1 – General Powers of Board of Directors:

The business and affairs of the Co-op shall be managed under the direction of the Board of Directors (sometimes referred to in these By-laws as the “Board.”). In the conduct of its affairs, the Board shall strive to represent the interests of the membership and to ensure the successful functioning of the Co-op’s businesses subject to the provisions of these By-laws

Section 5.2 – Number of Directors and Vacancies:

The Board shall consist of seven to fifteen directors elected by the members. All directors shall be members and shall not have any overriding conflicts of interest. Any director who wishes to resign his or her office may do so, giving the Board thirty days prior notice whenever possible. The Board for cause may remove a director from office.

(As spelled out in the Policy Manual). Vacancies shall be filled by a vote of remaining Board members for the remainder of the term.

Section 5.31 – Meetings of the Board of Directors:

The Board shall meet on a regularly scheduled and publicized basis, usually once a month at a location to be determined by the Board.

Section 5.32 – Board Decisions:

Whenever possible Board decisions shall be made by consensus. Whenever not possible, two-thirds (2/3rd) vote of the Board shall be required.

Section 5.4 – Open Meetings:

All meetings of the Board shall be open to all members of the Co-op and all guests of the Board. The Board may meet in executive session to conduct business concerning legal, financial or personnel matters of a sensitive nature, or other similar situations. These executive sessions shall be called by the Board and shall be open only to Directors and such other persons as the Board may expressly allow.

Section 5.5 – Organization of the Board Meetings:

The Chair, shall call meetings of the Board to order and shall act as facilitator of such meetings, however the Board may delegate such responsibilities to any other member of the Board. (Does this needs to be in the by-laws or can we include this in the Policy Manual)?

Section 5.6 – Election of Directors:

Directors shall be elected annually by the membership at large. Directors shall serve a maximum of three (2 year) terms and must sit out a full term before being eligible for re-election.

Section 5.7 – Quorum at Board Meetings:

A quorum shall consist of a minimum of half plus one (1/2 +1) current Board members rounded up to the next whole number when the number of Board members is an uneven number.

Section 5.8 – Executive Committee:

The Board of Directors shall appoint the Executive Committee. The Executive Committee shall be comprised of at least three officers of the Board and any other such members as shall be determined by the Board. The Executive Committee shall be empowered to act on behalf of the Board and make ad hoc decisions only when necessary, subject to Board approval at the next scheduled or special meeting

Section 5.9 – Committees:

The Board shall establish such committees as needed for the successful function of the Co-op.

Section 5.10 – Conflict of Interest:

Potential Board members shall sign a letter declaring the absence of any conflicts of interest with the organization.

Section 5.11 – Authorization of Contracts:

The Board of Directors shall have the sole authority to approve and sign contracts, or to delegate such authority as the Board shall at its sole discretion determine from time to time.

ARTICLES VI - OFFICERS

Section 6.1 – Board Officers:

The Board of Directors shall elect a Chair, Vice-Chair, Secretary and Treasurer and any other such officers as may be deemed desirable by the Board of Directors. All officers are required to be elected Directors of the Board.

Section 6.2 – Election of Officers:

The officers of the Co-op shall be elected annually from among and by the Board of Directors at the first meeting of the new Board of Directors

Section 6.3 – Board Chair:

The Chair shall coordinate the activities of the Board, preside over meetings of the Board and members, sign formal documents on behalf of the Co-op, and as appropriate, represent the Co-op in dealings with the community and the media.

Section .6.4 – Vice-Chair:

The Vice-Chair shall have primary responsibility for familiarity with the provisions of the Co-op Policy Manual, and shall perform the duties specified in Section 6.3 as needed.

Section 6.5 – Treasurer:

The Treasurer shall oversee the maintenance of financial records, the reporting of financial information and the filing of required reports and returns.

Section 6.6 – Secretary:

The Secretary shall compile and distribute the official Board meeting minutes and maintain and up-date official records including the By-laws and Policy Manual of the organization

Section 6.7 – Officer Vacancies:

If an office becomes vacant it shall be filled by appointment by the Board of Directors, and the officer so chosen shall hold office until his or her successor is elected.

ARTICLE VII – BOOKS AND RECORDS

Section 7.1 – Open Books and Record:

The Co-op shall maintain such book and records as are required by law. Members shall be provided access to Co-op records to the greatest extent practical, by means to be determined by the Board, subject to applicable law and privacy considerations.

ARTICLE VIII – FISCAL YEAR

Section 8.1 – Fiscal Year:

The fiscal year of the Co-op shall begin on the first day of January in each year and end on the last day of December of the same year.

ARTICLE IX – CAPITAL CERTIFICATES

ARTICLE X – PATRONAGE REBATES

Statement of Intention:

The Co-op membership shall pay a membership fee. Upon payment of membership fee, the new member shall receive a Capital Certificate. The member shall receive an annual Patronage Rebate based on the financial health of the Co-op and the usage of the Co-op by the member. Capital Certificates can be redeemed by members, subject to limitations to be determined by the Board. (Capital certificates, redemption priorities and equity vehicles need to be discussed with the attorney)

ARTICLE XI – INDEMNIFICATION

Section 11.1- Indemnification of Directors:

The Co-op shall, subject to the limitations in this Article, indemnify its current and former directors and officers against all liabilities and expenses to which they may actually and reasonably become subject by reason of their positions with the Co-op or their service in its behalf to the fullest extent of the law.

Section 11.2 – Limitations of Indemnification:

No indemnification shall be made unless the person to be indemnified is successful on the merits in defense of the action or is determined to have met the applicable standard of conduct in the manner required by law. Indemnification payments and advances of expenses shall be made only in such increments and at such times as will not jeopardize the ability of the Co-op to pay its other obligations as they become due.

ARTICLE XII – DISSOLUTION

Section 12.1 – Dissolution of the Co-op:

Upon dissolution of the Co-op, its assets shall be distributed in the following manner and order: (i) by paying or making provision for payment of all liabilities and expenses of liquidation; (ii) by redeeming any revolving capital accounts which, if they cannot be paid in full, shall be paid in the order of the oldest outstanding amounts; (iii) by redeeming capital certificates which, if they cannot be paid in full, shall be paid on a pro rata basis among all outstanding amounts; and (iv) by distributing any remaining assets, unless otherwise determined by the membership of the Co-op, to one or more legally entitled organizations affiliated with the co-operative movement.

ARTICLE XIII – INTERPRETATION AND AMENDMENT OF BY-LAWS

Section 13.1 – Severability:

In the event that any provision of these By-laws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these By-laws.

Section 13.2 – By-Law Amendments.

The Board of Directors shall have the power to amend the By-laws. The amended By-laws shall be ratified by the membership at the annual membership meeting

Section 13.3 – Ratification of By-laws:

A vote of at least 2/3 of the total membership present at the annual membership meeting shall be required to amend the By-laws

ARTICLE X1V – POLICY MANUAL

Section 14.1 Policy Manual:

All matters not addressed in these By-laws and the interpretation of the provisions of these By-laws shall be addressed in the Co-op Policy Manual. In all questions of intent, interpretation and implementation of these By-laws, the Co-op shall be guided by the Policy Manual, subject to applicable State, and Federal law, ordinance or regulation.

Section 14.2 Maintenance of Policy Manual:

The Board Secretary shall maintain and update the Policy Manual at the direction of the Board of Directors. All Board members are expected to be familiar with the provisions of the Policy Manual.