BYLAWS OF THE North Quabbin Community Cooperative updated after Annual Meeting, April 27, 2023

Article I – Organization

Section 1.1 – Name

The name of the cooperative is North Quabbin Community Cooperative, dba Quabbin Harvest

Section 1.2 – Purpose

The purpose of the Cooperative is to provide healthy food at an affordable price while building community, supporting local agriculture, and respecting the natural environment. We work to understand and counter the many historical injustices on which our modern food system rests. The cooperative shall be operated exclusively on a cooperative basis for the benefit of its members as patrons of its goods and services.

Section 1.3 - Principal Office

The principal office of the cooperative shall be located at 12 North Main Street Orange, MA 01364 until changed by the Board of Directors.

Article II – Membership

Section 2.1. Qualifications

A member is a shareholder in the co-op. The terms “member” and “shareholder” are interchangeable. Members of the Cooperative are not limited to a geographic area and are able to join upon completion of membership form and either payment in full of the member's capital share in the co-op as established by the Board or punctual payments toward the full amount of the capital share in accordance to a payment plan(s) approved by the Co-op Board of Directors. Member shares do not bear interest. In joining, members demonstrate that they are committed to the Purpose of the Cooperative. Voting rights commence when the full capital share is paid. Members may invest in more than one capital share. However, the purchase of additional capital shares does not confer additional votes. All fully vested members are equal. Households with more than one adult 18 or over may purchase additional capital shares so that each adult household member may have a vote.

Section 2.2 New Members

New members are required to pay a capital contribution as determined by the Board of Directors. “Member” as used herein shall mean one lawfully admitted to the Cooperative who is the holder of a Certificate of Membership issued by the Cooperative and who is authorized to vote. Although everyone in a single household may enjoy the benefits of a membership, only one member shareholder is authorized to vote.

Section 2.3 Institutional Memberships

Institutional Memberships shall be organizations or businesses that desire to participate as a member-owner. Institutional Memberships entitle member-owners to the same benefits as Household Memberships. The Institution’s Representative of Membership shall be entitled to make institutional purchases for business purposes only. The Representative of Membership shall transact all official membership business with the co-op. The organization or business will be named as the member-owner on stock certificates, patronage rebate checks, or refunds of the membership. Institutional MemberOwners will each be entitled to one vote in all matters submitted to a vote of members-owners.

Section 2.4 Nontransferability

Membership rights and interests may not be transferred except to the Cooperative. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee.

Section 2.5 Settlement of disputes

In any dispute between the Cooperative and any of its members or former members which cannot be resolved through informal negotiation, the Cooperative reserves the right to use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No member with a grievance against another member, or of the Cooperative, shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

Section 2.6 Suspension or Termination

Members may, upon majority vote of the Board of Directors, be terminated a) If they do not comply with the purpose of the Cooperative or violate the bylaws or their membership agreement; b) if they commit other acts deemed deleterious to the function and future of the Cooperative. A shareholder may also relinquish membership in the Co-op by selling her/his share of stock back to the co-op at the original price of the share . This request must be made in writing and the Board shall act on the request within 180 days of receiving the written request and subject to the availability of funds, will be returned, subject to deductions for debts owed by the Member to the Co-op. Any membership patronage refunds shall also be returned on a First In, First Out basis subject to the availability of funds.

Section 2.7 Annual Dues

Annual dues in an amount to be determined by the Board may be assessed on each member if, in the Board's discretion, such dues are necessary to meet the ongoing needs and obligations of the Cooperative.

Article III Meetings of the Members

Section 3.1 – Annual Meeting

An annual meeting of the members shall be held once each year in the first four months of the year to review the activities and finances of the cooperative, to elect directors, and to conduct such other business as may properly come before the meeting.

Section 3.2 - Special Meetings

Special meetings of the members may be called by the Board of Directors and shall be called by the Secretary as soon as practicable upon receipt of one or more petitions signed by a majority of the members, such petitions stating the business to be brought before the meeting.

Section 3.3 - Time and Place of Meetings

The date, time and place of all meetings of members shall be determined by the Board of Directors or, in the event that the Board fails to so act, by the Secretary. Meetings shall, as far as may be practicable, be held at a time and place convenient to the members (within 25 miles of the co-op).

Section 3.4 – Notice

Written notice of the time, date, place and matters to be voted upon at the annual meeting of the members shall be mailed or emailed to each member not less than 30 days before the date of the meeting. In the case of a special meeting of the membership other than the annual meeting, written notice of the time, date, and place of the meeting shall be mailed or e-mailed to each member not less than 14 days prior to the date of the meeting. Any business conducted at a meeting of members other than that specified in the notice of the meeting shall be of an advisory nature only.

Section 3.5 – Quorum

The presence in person at the opening of the meeting of 30 members shall be necessary and sufficient to constitute a quorum for the transaction of business of any meeting of members.

Section 3.6 – Voting

At all meetings of members, all members shall have one and only one vote on each issue submitted to a vote of the members. A member will be eligible to vote if he or she is current with regard to his or her payment plan as defined in the Co-op Membership Definition and Policy. Voting by proxy shall not be permitted. Unless otherwise required by law or by these bylaws, issues shall be decided by having received a majority of votes cast, or, in the case of more than two candidates for a single position or more than two options on a single issue, by having received the greatest number of votes cast. Meetings of members shall be conducted generally in a manner that is consistent with parliamentary procedure.

Section 3.7 - Order of Business

The order of business at the annual meeting shall include, as a minimum, the following: Determination of quorum Proof of due notice of meeting Reading and disposition of minutes Treasurer’s reports Manager’s report Annual reports of officers and committees Unfinished business New business Election of directors

Section 3.8 - Issues submitted by Shareholders

Subject to the preliminary review process described below, the notices and agenda of a shareholder meeting shall include any proper issue submitted by written petitions signed by 30 shareholders in good standing as defined by the Co-op Membership Definition and Policy. Petitions must be received by the Co-op not less than 60 days before the date of the meeting at which they are to be presented to a vote of shareholders. Preliminary Review Process. A petition of shareholders to call a special shareholder meeting or to add an issue to a scheduled shareholder meeting shall first be submitted to the Co-op’s business office with the signatures of ten shareholders for preliminary review and advice by the Board. A submission for preliminary review shall include the proposed language of the petition and a written description of the perceived effects and benefits of the subject of the petition. The Board shall complete the preliminary review process within a period of time that is reasonable under the circumstances but not later than 120 days after submission. Unless the Board states otherwise, a copy of its letter of advice with respect to the petition shall be made available to each shareholder who is solicited to sign the petition, and the petition shall state that the undersigned shareholders have been shown a copy of the Board’s letter of advice.

Article IV – Board of Directors

Section 4.1 – Powers and Duties

Except as to matters reserved to members by law or by these bylaws, the business and affairs of the Cooperative shall be managed under the direction of the Board of Directors (hereinafter referred to as "the Board.") The powers and duties of the Board shall include, but not be limited to, setting policy, assessing annual dues, overseeing the operations of the Cooperative, maintaining communication with members and ensuring that the purposes of the Cooperative are properly carried out.

Section 4.2 - Number and Qualification

The Board shall consist of a minimum of 7 individuals and a maximum of 11. All Directors shall be fully paid shareholders age 18 or older. The Board of Directors may impose additional eligibility requirements on candidates for Director.

Section 4.3 - Nomination, Election and Terms

Any member in good standing may apply for candidacy to the Board of Directors. If a member is not selected for candidacy by the nominations committee, he or she may still be added to the ballot by obtaining a petition of 30 members in good standing no less than 14 days prior to the start of he voting period. At the first annual meeting and periodically thereafter as may be necessary, directors shall be elected for two year, staggered terms. Board members can serve 3 consecutive terms, after which they must wait a full term (2 years) before seeking re-election to the board. Directors shall hold office until their successors are elected or until their offices are terminated sooner in accordance with these bylaws.

Section 4.4 - Compensation and Reimbursement

Directors shall not be compensated for their services as directors. Directors shall be reimbursed for actual and reasonable expenses incurred in connection with the business of the Cooperative with prior approval by the full board.

Section 4.5 - Standards of Conduct

Directors shall be responsible at all times for discharging their duties in good faith, with care in the best interests of the Cooperative. (See also Co-op Code of Conduct.)

Section 4.6 – Committees

The Board may create standing or special committees to advise the Board or to exercise such authority as the Board shall designate. Members of all committees shall be appointed by the Board and may be removed or replaced by the Board whenever the best interests of the Cooperative would thereby be served. The Board may appoint both Cooperative Members and Directors to any committee. Each board member shall serve on at least one standing committee (Executive, Finance, Personnel, Outreach, Nominations, Facilities, Development). Committee chairs shall submit regular written reports to the board. The creation of a committee and the appointment of members to it must be approved by a majority of all directors then in office. An executive committee shall include the Chairman, Secretary and Treasurer. No committee shall operate to relieve the Board of any of its legal responsibilities in the oversight of the Cooperative.

Section 4.7 – Termination

The term of office of a director may be terminated prior to its expiration in any of the following ways: a) voluntarily by a director upon notice to the Cooperative; b) automatically upon termination of ownership in the cooperative; c) by action at a meeting of members whenever the best interests of the Cooperative would thereby be served; or d) for cause by the Board provided such person is accorded an adequate opportunity to respond to the charges either in person or in writing. A director who is absent from five consecutive Board meetings, unless excused by the Board for good cause, may be presumed to have resigned.

Section 4.8 - Vacancies

Any vacancy among directors occurring between annual meetings may be filled by the Board until the next annual meeting of members. Candidates will go through the nomination process (4.3) and may become provisional members of the board via a majority vote of the existing board. The official vote will be held by the membership at the next annual meeting.

Section 4.9 - Employment of Manager

The Board shall have power to employ, define duties, fix compensation, supervise and dismiss a manager with or without cause at any time. The Board shall authorize the employment of such other employees, agents, and counsel as it from time to time deems necessary or advisable in the interest of the Cooperative. The manager shall have charge of the business of the Cooperative under the direction of the board.

Section 4.10 – Employees

The Board of Directors shall hire a Store Manager who is responsible for the day-to-day operations of the store. The Board of Directors shall set up a Personnel Committee to review employee policy, evaluate the Manager's performance, and to make recommendations to the Board. The Board, in conjunction with its Personnel Committee, the staff, and the Manager, will set up a written Personnel Policy designating employees' rights and responsibilities.

Section 4.11 - Operations Team

The Store Manager shall be assisted in their duties by a team of paid staff and/or volunteers with roles essential to the day-to-day operations of the business. This team shall meet regularly, ideally weekly, to monitor and manage cash flow, facilitate communication and information across the co-op, and other tasks as needed. At least one member of the Operations Team shall be a current member of the board. The Operations Team shall make a regular written report to the board.

Article V - Meetings of the Board

Section 5.1 – Convening

The Board of Directors may determine the times and places of regular meetings. Special meetings may be called by the Chair and shall be called by the Secretary upon request of any three directors. Meetings of the Board shall be held no less frequently than once in each calendar quarter.

Section 5.2 – Notice

Regular meetings shall require no notice other than the resolution of the Board, it being the responsibility of absent directors to inquire as to the time of further scheduled meetings. Special meetings shall require written or oral notice to all directors. Written notice shall be delivered at least five days before the date of the meeting and oral notices shall be given in person, telephone or e-mail at least forty-eight hours before the time of the meeting.

Section 5.3 - Quorum and Voting

The presence in person of a majority of directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board. Unless otherwise required by law or these bylaws, decisions at meetings of the Board shall be made by majority vote of those board members present.

Section 5.4 - Open Meetings and Closed Sessions

Regular and Special Meetings of the Board of Directors shall be open to the Membership except when the Board moves to a Closed Session. Closed Sessions are used only for purposes of protecting a person’s reputation and confidentiality, or to receive or discuss advice from legal counsel. Any decisions made in closed session must be reported to and ratified by the board at the next open board meeting.

Article VI – Officers

Section 6.1 - Designation and Qualifications

The principal officers of the Cooperative shall consist of Chair, Secretary and Treasurer. These three form the Executive Committee.

Section 6.2 - Election, Terms and Removal

Officers shall be elected by the Board. Officers shall serve for terms of one year or until election of their successors. Officers may serve consecutive terms. Officers may be removed and replaced by the Board at any time whenever the best interests of the Cooperative would thereby be served. Election of officers will be held at the first board meeting following the annual meeting of the membership.

Section 6.3 – Duties In addition to signing or attesting to formal documents on behalf of the Cooperative

As authorized by the Board, officers shall have the following duties and such additional duties as are determined by the Board. a) The Chair shall be responsible for presiding over all meetings of members and the Board, coordinating the activities of the Board, presenting the annual report to the members, and performing the acts and duties usually performed by a presiding officer. The Chair shall have full signatory authority to execute any document, agreement or other writing on behalf of the Cooperative, which authority may be delegated by vote of the Board of Directors. b) The Secretary shall be responsible for the recording and keeping of adequate minutes of all meetings of members and the Board, overseeing the issuance of notices required by these bylaws, and authenticating records of the Cooperative. c) The Treasurer shall oversee the maintenance of financial records and controls and the filing of required reports and returns, and shall present financial reports on a periodic basis as determined by the Board.

Article VII - Capital Stock

Section 7.1

The Cooperative is organized without capital stock, and the property rights and interests of the members are equal. This provision of the articles of incorporation shall not be altered, amended or replaced except by the written consent or vote representing three-fourths of the members. Upon being accepted as a member, the Cooperative shall issue a Certificate of Membership to each new member, which shall be evidence of membership and which contain a statement that the holder is entitled to only one vote on any matter put before the members for a vote. Certificates of Membership shall be in such form as shall be prescribed by the Secretary of the Cooperative, and shall be nontransferable except transfer back to the Cooperative.

Article VIII – Operation at Cost and Patronage Allocations

Section 8.1 - Operation at Cost

The Cooperative shall at all times be operated on a cooperative service-at-cost basis for the mutual benefit of its members. No member of this Cooperative shall be liable for any debt or loss of the Cooperative.

Section 8.2 - Allocation to Members

Within 120 days after the end of each fiscal year, the Board shall determine the net earnings of the Cooperative for said fiscal year, which determination shall be made in accord with the Cooperative’s accountant or other professional advisor. If there are no net earnings from non-member business, or if such net earnings are insufficient to provide for reasonable reserves for necessary purposes of the Cooperative, as determined by the Board, then reasonable reserves may be set aside by the Board from the net earnings on business done with or for members. If available, patronage refunds shall be declared and paid from net earnings at the end of each fiscal year, as required in these bylaws. Each year, the Cooperative shall be obligated to account for and pay on a patronage basis to all members all of the Cooperative’s net earnings after paying all costs and making reasonable additions to capital and reserves and redeeming capital credits. Allocations to members shall be based on the volume (dollar value) of purchases from the Cooperative.

Section 8.3 - Payment to Members

The Cooperative is hereby obligated to pay all such amounts over $25 to members in cash or by credits to a capital account of each member. Payments or credits will be issued to members within 60 days of determination by the Board.

Section 8.4 - Per Unit Retains

Each member agrees to provide capital in such amounts as determined by the Board. Such per-unit retains of patronage shall be allocated to the member’s capital credit account,

Section 8.5 – Dividends

No dividends shall be paid on any capital credits.

Section 8.6 – Unclaimed Patronage Allocations

Any patronage allocations that go unclaimed for more than one calendar year from the date of issue are forfeited by the patronage and returned to the Cooperative.

Article IX - Fiscal Matters

Section 9.1 - Fiscal Year

The fiscal year of the Cooperative shall be the same as the calendar year.

Section 9.2 – Accountability

The Cooperative shall prepare and submit at its annual meeting an annual report containing the name of the Cooperative, its principal place of business, a general statement of its business operations during the fiscal year, the income and expenses of the operation, and the amount of its assets, liabilities and member capital.

Article X - Interpretation and Amendment of Bylaws

Section 10.1 – Interpretation

Consistent with governing law and the Cooperatives Articles of Incorporation, the Board of Directors may make and enforce reasonable interpretations of these bylaws.

Section 10.2 – Severability

In the event any provision of these bylaws 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 law without affecting the validity or enforceability of any other provision of these bylaws.

Section 10.3 – Amendment

These bylaws may be amended or repealed only at a meeting of the members, provided that the proposed amendments are stated or fully described in the notice of the meeting at which the amendments are to be adopted.

Article XI – Dissolution

A two-thirds vote of the number of Members of the Cooperative shall be required to dissolve the Cooperative. Upon dissolution, after all debts and liabilities of the Cooperative shall have been paid, and all capital furnished through patronage shall have been retired without priority on a pro rata basis, the remaining property and assets shall be distributed among the members and former members in the proportion which the aggregate patronage of each member bears to the total patronage of all such members insofar as practicable, unless otherwise provided by law.

Article XII – Indemnification

The association shall indemnify its officers, directors, employees, and agents to the fullest extent possible under the provisions of State law, as it may be amended from time to time. The Cooperative may purchase liability insurance coverage for any person serving as an officer, director, employee or agent to the extent permitted by applicable State law.

We, the undersigned, being all of the members of the Board of Directors, do hereby assent to the foregoing bylaws and do adopt the same as the bylaws of said Cooperative; and in witness whereof, we have hereunto subscribed our names this day of April 13, 2015.

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