BYLAWS OF THE COOK COUNTY WHOLE FOODS CO-OP <revised at the October 2004 Annual Membership Meeting> ARTICLE  I.  MEMBERSHIP Section 1. Any person, household, firm, cooperative, non-profit corporation or corporation  can be a member of the Co-op, subject to approval by the Board of Directors. This cooperative shall not discriminate on the basis of social or political grounds, race, creed, age, gender, handicap, sexual preference or marital status.  Membership will require a minimum annual equity contribution which will be credited to that member's equity account.  The Board will set the amount of the annual minimum equity contribution and may set a lifetime maximum per membership for these contributions.  Each member shall have one vote. Corporate or household memberships shall designate one person to vote on their behalf. Section 2. Membership may be terminated in one of the following ways: a) voluntarily by a member upon written notice to the Co-op; b) for cause, including but not limited to willful violations of the Bylaws, by action of the Board of Directors; or c) by failure to pay required equity  contributions. ARTICLE  II.   ANNUAL MEMBERSHIP MEETING Section 1. The annual meeting will be held for the purpose of:  a. electing Directors of the Board b. financial report c. conducting such business as proposed by the membership. Section 2. The annual meeting will be held in October of each year. a. The Board of Directors will call the annual meeting. b. The Board will notify the membership of the meeting by mailed notice or in the Co-op newsletter at least two weeks prior to the meeting date.  In addition the notice of the meeting shall be posted in the store at least two weeks prior to the date of the meeting. c. Ten percent of the voting membership shall constitute a quorum, except that when membership exceeds 500 members, 50 members shall constitute a quorum. Section 3. Directors shall be elected by a quorum of the membership and by a plurality of the votes cast. Ballots will be sent to each member's last known address, not less than two weeks prior to the annual membership meeting.  Members may submit their ballots in person at the annual membership meeting, by mail prior to the annual membership meeting or by delivering the ballots to the store prior to the annual membership meeting.  If a quorum of the membership has not voted as of the date of the annual membership meeting the Board will send out new mail ballots and call for another vote. Section 4. All membership meetings shall be governed by Robert's Rules of Order.  ARTICLE III.   SPECIAL MEMBERSHIP MEETINGS Section 1. Membership meetings can be called by the Board of Directors or by a petition signed by 20% of the voting membership. Section 2. Notice to all members shall be provided as described in Article II, Section 2 and shall include the items to be considered at the special membership meeting.  Ten percent of the voting membership shall constitute a quorum, except that when membership exceeds 500 members, 50 members shall constitute a quorum. Section 3. All special meetings shall be governed by Robert's Rules of Order.  ARTICLE  IV.   BOARD OF DIRECTORS Section 1.  The Co-op shall be governed by its Board of Directors. The Board may perform such acts and adopt such rules, regulations and resolutions not inconsistent with the Articles of Incorporation or the Bylaws, as it may deem proper for the conduct of its meetings and the governance of the Co-op. Section 2. The Board of Directors shall consist of seven Directors. a. The Board of Directors will hire a General Manager who will be responsible for the day to day operation of the Co-op, including the hiring of additional paid staff. b. The Board of Directors will form any advisory committees deemed necessary and will have one or more Board member representatives on all standing committees. c. The Board of Directors will guide and monitor the operation of the Co-op by communicating with the membership and the General Manager. d. The General Manager will establish and set markups, discounts, work segments, will prepare and provide an annual budget and quarterly and yearly financial statements to the Board and provide financial summaries to the membership. Section 3. The Board of Directors shall be elected at the annual meeting.  At the first election three Directors shall be elected for a one (1) year term and four Directors shall be elected for a two (2) year term.  Thereafter Directors will be elected for two year terms to start in January following the annual meeting. Section 4.  The Board of Directors shall elect at their January meeting following the annual meeting, a President, Vice-President and Secretary. The President, Vice-President and Secretary shall be Directors.  These officers shall serve for one year.  An officer can be removed from office by a majority vote of the Board of Directors. In such cases the Board will elect a new officer to serve until the next annual meeting. Section 5.  Any Director of the Co-op may resign at any time by giving oral or written notice to the secretary of the Co-op.  Such resignation shall take effect as of the date of receipt of such notice, or at any later date specified therein, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed with cause by a majority vote at a Board meeting at which a quorum is present, or by a majority vote at a membership meeting at which a quorum is present. Section 6. If the office of any Director becomes vacant by reason of death, resignation, disqualification, removal from office, or otherwise, the remaining Directors may choose a successor who shall hold office for the unexpired term of the departed Director; except that, if a Director is removed by the membership at a membership meeting, a replacement Director shall be elected by the membership at that same meeting. Section 7. The Board of Directors may hold meetings, both regular and special, either within or without the State of Minnesota at such time and place as a majority of the members of the Board may from time to time appoint.  Regular meetings of the Board of Directors may be held without notice and at such time and place as shall from time to time be determined by the Board.  Board meetings are open to the membership, except that the Board may close a meeting or portion of a meeting to discuss personnel matters or certain other matters requiring confidentiality. Section 8. Special meetings of the Board may be called by the President on three days notice to each Director, either personally given, or given by mail or phone or email; special meetings shall be called by the President or Secretary in like manner and with like notice on the request of two Directors.  Every such notice shall state the time and place of such meeting and no business other than that stated in the notice shall be transacted at said meeting without the unanimous consent of all members of the Board. Section 9. All meetings of the Board of Directors shall be moderated by the President or in his/her absence any Director appointed by the  President.  In the absence of the Secretary any person appointed by the  President shall act as Secretary. Section 10. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the act of the majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. ARTICLE  V.   FINANCES Section 1. Definitions. a. Gross sales shall be the total amount of annual sales before any discounts are subtracted. b. Gross receipts shall be all annual proceeds from the sale of goods and services to members and non-members and all other sums received. c. Annual net earnings shall be the amount remaining after reducing the gross receipts by all expenses incurred in generating the gross receipts, including, but not limited to, marketing expense, costs of goods or services sold, taxes, depreciation, and all other necessary expenses. Section 2. Member Patronage Refunds.  a. The percentage of the gross sales attributable to members shall be used to calculate the amount of annual net earnings attributable to member patronage. b. The annual net earnings from member patronage may be distributed to member patrons after the end of a fiscal year in proportion to the amount of business done by them with the Co-op during said fiscal year, subject to the deductions and exemptions provided for in section 3.b. of this Article. The distributions shall be in the form of cash and/or allocated equity reserve.  The distributions will be made in such a manner as to reduce the Co-op's tax liabilities under current tax laws. c. Any member receiving a patronage distribution consents to include that distribution as personal income, if applicable under current tax laws. Section 3. Reserve Funds  a. All member equity contributions and member patronage refunds in the form of equity allocations will be placed into the Co-op's Equity Reserve Fund.  The Equity Reserve Fund is the sum total of all member equity accounts. b. The Board of Directors may annually set aside any or all annual net earnings from non-member patronage and non-patronage sources as additions to the Capital Reserve Fund.  In addition, the Board of Directors may also place into the Capital Reserve Fund any or all annual net earnings attributable to member patrons who are unidentified or who do not consent to include patronage distributions as personal income, if such inclusion is required by current tax laws.  Funds donated to the Co-op may also be placed into the Capital Reserve Fund. c. The Equity Reserve Fund and The Capital Reserve Fund shall be used primarily for capital purchases, but the Capital Reserve Fund may be borrowed from to pay debts during times when expenses exceed income. Section 4. Equity Refunds. a. After the Equity Reserve Fund, in the judgment of the Board of Directors, reaches an adequate amount, any excess reserves will be refunded to the membership.  This may be accomplished by declaring a maximum limit on the equity owned per member.  Members who have more than the declared maximum amount in their equity accounts will receive cash refunds. b. When a membership is terminated the member's accumulated equity account balance will be refunded, upon written request, usually within 90 days of such request, subject to the availability of replacement equity. c. If a former member does not request a refund within one year of the date the membership terminated, the Co-op shall mail a reminder notice  to that member's last known address. d. If a former member has not requested an equity refund within two years of the date the membership terminated, that member shall thereby have indicated that the member donates all funds in that member's equity account to the Co-op, and those funds shall at that time become a donation to the Co-op's Capital Reserve Fund. Section 5. Losses. The Board may credit all or any part of the Capital Reserve Fund of the Co-op, and may apply all or any part of the net earnings, to losses incurred. Section 6. Dissolution. Any assets remaining on dissolution will be donated to a local organization chosen by the Board of Directors. ARTICLE  VI.   INDEMNIFICATION Section 1. This cooperative shall indemnify each person who is or has been a director, officer, agent or employee of the Co-op against  expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her as a result of actions in his or her official capacity which were performed in good faith on behalf of the Co-op.  The Co-op may purchase insurance to cover such indemnification. ARTICLE  VII.   AMENDMENTS Section 1.   a. These Bylaws may be amended at any membership meeting at which a quorum of the membership is present, by a majority of the votes cast.  Proposed amendments may be submitted by any member, must be presented to the Board, and the proposed amendments and a voting ballot shall be included with the meeting notice.  Ballots will be sent to each member's last known address, not less than two weeks prior to the membership meeting.  Members may submit their ballots in person at the membership meeting, by mail prior to the membership meeting or by delivering the ballots to the store prior to the membership meeting.  b. If a quorum of the membership has not voted as of the date of the membership meeting the Board will send out new mail ballots and call for another vote. Section 2.  Bylaw amendments shall take effect thirty days after approval, unless repealed prior to that date. ARTICLE  VIII.   PAYMENTS AND OBLIGATIONS All checks, contracts, agreements and notes of the Cooperative shall be signed by such officer or officers or such other person as the Board designates.