Bylaws

R.A. Cook & J.I. Altenburg Cooperative

Draft: July 2019
Amended: August 29, 2019

R.A. COOK & J.I. ALTENBURG COOPERATIVE BYLAWS

ARTICLE I - NAME AND LOCATION

The name of this cooperative shall be R.A. Cook & J.I. Altenburg Cooperative. The principal location of this cooperative shall be at 2041 Madison Street, Stevens Point, Wisconsin 54481.

ARTICLE II - PURPOSE

The purpose of the cooperative shall be to own and maintain real property in Portage County Wisconsin, and lease that property to its members. The cooperative reserves the right to engage in any lawful activity with the purposes for which a cooperative may be organized under Wis. Stat. 185.

ARTICLE III - MEMBERSHIP
Section 3.1. Qualifications. ​Membership in the cooperative is open to any business that meets all of the following requirements:

  • ●  Every member must be majority owned by resident(s) of Wisconsin.

  • ●  Every member must have its principal place of business in Portage County

    Wisconsin.

  • ●  Every member must sign a lease with the cooperative that is approved by

    the Board of Directors and signed by a Board Officer.

  • ●  Every member must agree with and support the purpose of the cooperative.

    Section 3.2. One Class of Members.​ There will be one class of members of the cooperative, and all members will have the same rights and responsibilities.

    Section 3.3. Admission of New Members.​ A prospective member may submit an application to the Board of Directors.

  • ●  The Board of Directors shall create, maintain, and make available an application form. The application shall include:

    • ○  Purpose and products of the business.

    • ○  Space requirements including parking, loading, and infrastructure

      requirements.

    • ○  A financial plan or financial records.

    • ○  One or more references.

    • ○  A list of the principal owners and managers of the business.

  • ●  The Board of Directors shall consider new applications whenever space is available to lease from the cooperative.

● If the Board of Directors accepts an application, the prospective member shall be offered a trial lease.

  • ○  The terms of the trial lease shall be determined by the Board of Directors.

  • ○  A prospective member is not a member while on a trial lease.

  • ○  At the end of the trial lease the prospective member must either be offered membership and a new lease or have their membership application and lease renewal denied.

  • The Board of Directors may accept a prospective member immediately and without offering a trial lease only by a unanimous vote of all members of the Board of Directors.

    Section 3.4. Reserved. Section 3.5. Reserved.

    Section 3.6. Restrictions on Withdrawals and Transfers of Membership.​ Upon withdrawal from membership in the cooperative, a member’s Stock may be transferred only to the cooperative and only upon approval of the Board of Directors. The Stock of the cooperative is not transferable under any other circumstances.

    Section 3.7. Termination of Membership

    3.7.1 Involuntary Termination

  • ●  Membership in the cooperative may be terminated when a member

    is in violation of their lease agreement and fails to correct the violation within 90 days of being notified by the Board of Directors. The Board of Directors shall notify any member in violation of their lease agreement in writing.

  • ●  At least one year prior to the end of any member’s lease, the Board of Directors may deny renewal of the member’s lease. Any member whose lease renewal is denied is terminated at the end of their lease.

  • ●  A member who is no longer qualified for membership may be terminated by the Board of Directors.

    3.7.2 Voluntary Termination

  • ●  A member may voluntarily terminate their membership by choosing

    not to renew their lease and notifying the Board of Directors of their

    choice not to renew at least 1 year prior to the end of their lease.

  • ●  If persons having 50% or more of the ownership of a member die or

    become incapacitated, then the member may voluntarily terminate their membership by notifying the Board of Directors.

3.7.3 Repurchase of Stock of Terminated Members

  • ●  The Class A Stock of a terminated member shall be exchanged for

    Class B Stock of equal value immediately upon termination of

    membership.

  • ●  All stock owned by a member terminated under Section 3.7.1 shall be

    repurchased at par value by the cooperative at the discretion of the

    Board of Directors and within 10 years of termination.

  • ●  All stock owned by a member terminated under Section 3.7.2 shall be

    repurchased at par value by the cooperative within 5 years of termination and all proceeds from sales of stock shall be used to repurchase the members stock.

    ARTICLE IV - BOARD OF DIRECTORS Section

  • 4.1. Membership.

  • ●  Elections of the Board of Directors shall take place at the General Membership Meeting.

  • ●  Directors shall serve terms of 1 year.

  • ●  Each member of the cooperative must nominate one person to serve on the Board

    of Directors. Each member of the cooperative may only nominate one person to

    serve on the Board of Directors.

  • ●  A person may not be removed from the Board of Directors unless the member who

    nominated the person is terminated or the person is removed by the member who

    nominated them.

  • ●  A vacancy on the Board of Directors may be filled by a person nominated by any

    member that has not nominated any other director.

  • Section 4.2. Number. ​There shall be one director for each member of the cooperative.

    Section 4.3. Rights and Duties.​ The general management of the cooperative shall be vested in the Board of Directors.

    Section 4.4. Voting.​ Each director on the Board of Directors shall have one (1) vote on all matters. Absentee votes or votes by proxy shall not be permitted. Except when two (2) or more directors object as described in Section 4.5, or as required by the Articles of Incorporation or these bylaws, decisions shall be made by a simple majority.

    Section 4.5. Objections.​ In alternative to voting yes or no, or abstaining on any vote of the board of directors, any director may object to any decision. If a director objects to a decision, then they must also provide a written or oral explanation of the reason for their objection and an alternative course of action if one is necessary. If two (2) or more directors object to a decision, then the result is the same as if all directors had voted no. One (1) objection on any vote shall be counted as a no vote.

Section 4.6. Meetings.​ The Board of Directors shall convene at least ten (10) meetings annually at any time and place in Portage County Wisconsin with reasonable notice to all members.

Section 4.7. Meeting Attendance.​ Directors are required to attend all Board of Directors meetings.

Section 4.8. Quorum.​ Quorum shall be the greater of five (5) directors or a majority of the directors.

Section 4.9. Principal Officers.​ The principal officers of the cooperative shall be the president, vice president, secretary, and treasurer. The officers shall serve at the discretion of the Board of Directors. No officer may enter into any contract or agreement on behalf of the cooperative without authorization of the Board of Directors. Officers shall be elected for terms of one (1) year and may be removed from office at any time by the Board of Directors. In the event of a vacancy, the board of directors shall elect a director to fill the position at the next board of directors meeting.

Section 4.10. Committees.​ Ad hoc committees may be formed or dissolved by the Board of Directors by resolution. A resolution forming a committee shall state the purpose and scope of the committee and the decisions the committee is authorized to make on behalf of the cooperative. The Board of Directors shall have the right to overturn any decision by any committee.

Section 4.11. Conflict of interest

It shall be the duty of all directors to make prompt and full disclosure to the Board of Directors of any personal, professional, or financial conflict of interest in a matter under discussion.

ARTICLE V - GENERAL MEMBERSHIP MEETING

The Board of Directors shall convene one (1) General Membership Meeting annually. The election of directors and officers will take place at the meeting. The General Membership Meeting is also a meeting of the Board of Directors. The time and place of the General Membership Meeting shall be determined by the Board of Directors.

ARTICLE VI - FINANCES
Section 6.1. Fiscal Year.​ The fiscal year of the cooperative shall be the calendar year.

Section 6.2. Contracts and Loans.​ No member or director may enter into a contract or loan agreement on behalf of the cooperative without approval of the Board of Directors. The Board of Directors may authorize any director to enter into a contract or loan agreement on behalf of the cooperative. Any authorization shall be specific and in writing and signed by the president.

Section 6.3. Checks and Drafts. ​All checks, drafts, or other orders for payment of Stock and incidental day-to-day expenses shall be signed by the president, treasurer, or secretary, and only upon approval of the Board of Directors.

Section 6.4. Compensation and Reimbursement.​ No member or director shall be compensated for any work performed for or on behalf of the cooperative. Members may be reimbursed for expenses approved by the Board of Directors.

Section 6.5. Deposits.​ All funds of the cooperative not otherwise employed shall be deposited to the credit of the cooperative in such banks, trust companies, or other depositories as determined by the Board of Directors.

ARTICLE VII - CAPITAL STOCK

Section 7.1. Classes and Issuance.​ The cooperative may issue Class A Voting Stock, Class B Nonvoting Stock, and Class C and Class D Nonvoting Preferred Stock as detailed in the Articles of Incorporation.

Section 7.2. Non Member Eligibility.​ Residents of Wisconsin who are not members of the cooperative may purchase Class C and Class D Nonvoting Preferred Stock at the discretion of the Board of Directors.

Section 7.3. Certificates or Proof of Membership.​ The signed, completed, and approved membership application form, or a copy thereof, validated to indicate receipt of initial Stock purchase, shall serve in lieu of certificates for Class A Stock. Class B Stock received as allocations of net income shall be evidenced by written notice of allocation mailed to the members. A signed, completed application for Class C or Class D Stock, validated by a signature of the treasurer of the cooperative, or copy of thereof, shall serve in lieu of certificates.

Section 7.4. Non-Transferability.​ All shares of Stock of the cooperative shall be transferable only to the cooperative with the consent and approval of the board of directors. Shares of Stock may not be transferred in any other manner.

Section 7.5. Refund or Repurchase of Stock.​ The cooperative may repurchase Class B Stock, Class C Stock, and Class D Stock at par value at the discretion of the board of directors. The cooperative may only repurchase Class A Stock of a terminating member.

Section 7.6. Order of Payment Upon Dissolution or Liquidation. ​Upon dissolution or liquidation of the cooperative, the debts and liabilities of the cooperative shall first be paid according to their respective priorities. Stockholders or other holders of equity or capital reserve credits or other media issued by the Board of Directors shall then be paid the par value of their shares or credits with payments made in the order of preference stated in the Articles of Incorporation. Any remaining sum will be paid to current members on the basis of patronage from April 25th 2019 to present day and to members who have terminated their membership on the basis of patronage for the last 10 years.

ARTICLE VIII - DISTRIBUTION OF INCOME
Section 8.1. Annual Net Income.

(a) Gross Receipts. Gross receipts shall be all proceeds from leases, sales, and services to members and non-members and all other income received.
(b) Deductions From Gross Receipts. The cooperative shall deduct from gross receipts all expenses incurred in generating said gross receipts, including but not limited to marketing expenses, costs of goods or services sold, taxes, depreciation, interest expense and all other necessary expenses.
(c) Total Annual Net Income. The amount remaining after reducing the gross receipts
in subsection (a) by the deductions in subsection (b) shall constitute the annual net income of the cooperative.

Section 8.2. Payment of Dividends on Stock.​ No dividends shall declared on Class A and Class B stock. When the board of directors issues a new series of Class C or Class D stock they shall declare a fixed dividend for the series not to exceed 8% in any given year.

Section 8.3. Patronage.​ In the cooperative, patronage is defined as the total lease payments made by a member to the cooperative.

Section 8.4. Allocation of Net Income.​ At the end of each fiscal year, net income shall be allocated first to the payment of dividends on Class D stock, then to the payment of dividends on Class C stock, and then to each member based on their patronage for that year.

Section 8.5. Distribution of Net Income. ​The board of directors may distribute up to 80% of the net income allocated to a member in any fiscal year in the form of Class B stock.

Section 8.6. Allocation of Losses.​ If the cooperative sustains a negative net income (loss), the board of directors shall have the power and authority to allocate such losses in the following manners: (1) to the members for such year or years, applying such losses against the capital credits or stock of said members; (2) to apply the loss to the the cooperative's capital reserve; or (3) to carry such loss forward to future years.

ARTICLE IX - RECORDS AND REPORTS
Section 9.1 Records Required to be Kept.​ The cooperative shall keep on file or in any form able to be converted into a clearly legible and tangible document:

  1. The original copy of its Articles of Incorporation and Bylaws as amended to date.

  2. Adequate financial records including annual balance sheets and income

    statements.

  3. Minutes of the proceedings of its members, Board of Directors, and committees;

  4. A record of its members, including their names, addresses, email addresses, and

    phone numbers.

Section 9.2. Inspection of Records.​ All documents and records of the cooperative shall be open to inspection by the members and stockholders at any reasonable time, including but not limited to:

  1. Articles of Incorporation and Bylaws.

  2. All financial records including bookkeeping files.

  3. Meeting minutes from Board of Directors meetings and committee meetings.

Section 9.3. Annual Report.​ The cooperative shall, in accordance with Wisconsin Statute 185.48, compose and file a yearly report within the first quarter of the fiscal year.

ARTICLE X - AMENDMENTS

These Bylaws may only be amended by a unanimous vote of every member of the cooperative. Any changes shall be effective immediately.

ARTICLE XI - DISSOLUTION

The cooperative may dissolve in any manner provided by Wis. Stat. 185.