By-Laws

By-Laws for the Regent Market Cooperative, Inc.

Located in Madison, WI
Adopted on April 1, 1998

ARTICLE I: NAME
The name of this corporation is the Regent Market Cooperative, Inc. (hereinafter, “the
Co-op”). The principal office of the corporation is located at 2136 Regent St., Madison, Wisconsin.

ARTICLE II: PURPOSE

SECTION 1. MISSION
The mission of the Co-op is to provide and operate a customer-service focused retail grocery store for the Regent neighborhood and nearby areas on a financially sound basis.

SECTION 2. GOALS
The Co-op shall strive to offer as wide a product selection as is practical to meet the needs and desires of the members. The Co-op seeks to maintain the traditions of the neighborhood store, while accommodating changes called for by the stated desires of the membership or necessary for the sound management of the business. The Co-op holds the objective of providing outstandingly friendly and knowledgeable customer service and will enact policies and employee training and provide related services continuously to fulfill this objective.

ARTICLE III: MEMBERSHIP

SECTION 1. ELIGIBILITY
Any natural person, cooperative corporation, or non-profit organization that fulfills the responsibilities of membership is eligible to become a member. Organizational members shall designate a representative to cast that organization’s vote.

SECTION 2. APPLICATION
Application process and/or procedures, including any membership fees, shall be determined by the Board of Directors, and may be modified from time to time by the Board.

SECTION 3. DEFINITION
A voting member in good standing is any eligible person who has paid their membership fees and fulfilled any other requirements reasonably established by the Board.

SECTION 4. RIGHTS
Each member has one vote at membership meetings. This includes, but is not limited to, the right to elect Directors of the Co-op.

SECTION 5. NON-TRANSFERABLE
Membership in the Co-op and the rights thereunto appertaining shall not be transferable to any other persons or organizations. Memberships, votes, rebates, discounts, or any other aspect of membership may not be sold, given away, or transferred at any time.

SECTION 6. RESPONSIBILITIES
Each member has the responsibility to participate in membership meetings, elect responsible directors, and look after the overall well-being of the Co-op.

SECTION 7. TERMINATION
A member may cease their membership at any time and will forgo any membership rights and responsibilities after the date at which membership terminated.

ARTICLE IV: MEMBERSHIP MEETINGS

SECTION 1. ANNUAL
The membership of the Co-op will meet at least once per year.

SECTION 2. SPECIAL
Special membership meetings may be called at any time either by Board resolution or by written petition of at least 25 members of the Co-op. The agenda will be strictly limited to items specified in the petition.

SECTION 3. NOTICE
Notice of the Annual Meeting and/or any Special Meeting shall be given to the Secretary of the Co-op and posted clearly in the store at least seven days in advance of the meeting.

SECTION 4. QUORUM
Quorum to conduct business at any meeting of the membership, whether Special or Annual, is at least 25 members or 10 percent of the membership, whichever is less. Members present at a properly organized meeting can continue to do business and make decisions regardless of the withdrawal of enough members from the meeting leaving less than a quorum present.

SECTION 5. VOTING
Decisions of the membership shall be done in person and no proxy votes are allowed to be cast, unless the precise motion to be voted on is moved in the same form as made available with the notice of the meeting. No member may cast more than one vote.

SECTION 6. ELECTION OF DIRECTORS
At the Annual Meeting, members shall elect Directors. A Director shall serve as Chair of the meeting, and shall call upon members to form a nominating committee to recruit candidates to be Directors of the Co-op, or nominations may be made during the Annual meeting. Directors will be elected by simple majority of Members present and voting.

ARTICLE V: DIRECTORS AND COMMITTEES

SECTION 1. NUMBER
The Board of Directors will consist of at least five but not more than ten members.

SECTION 2. TERM
The standing number of Directors shall be seven, unless changed at a Membership meeting or in the event of temporary vacancies on the Board. Directors shall serve staggered two year terms. The first membership meeting shall elect three directors to two-year terms and four directors for one-year terms. Initial directors may run for re-election.

SECTION 3. REMOVAL
A Director may be removed for good cause by a two-thirds majority vote of the other directors. A membership meeting may remove a director without cause with a two thirds vote.

SECTION 4. VACANCIES
The Board may appoint interim Directors in the event of a vacancy on the Board. Interim Directors will serve until the next Annual meeting of the members, when elections for the remainder of the term will be held.

SECTION 5. NO COMPENSATION
Directors will not be compensated financially or otherwise.

SECTION 6. DUTIES
The Board shall ensure the daily functioning of the Co-op. The Board is responsible to the membership for its action or inaction on matters facing the Co-op. All Directors are required to attend Annual and Special Meetings of the Membership. The Board shall elect Officers of the Corporation; hire, fire, oversee, and evaluate store management; and establish policies and procedures that do not contradict these By-laws, or any law, that the Directors find relevant to the operation and success of the Co-op.

SECTION 7. MEETINGS
The Board will meet once per month on a regular schedule set by the Board. All Board meetings are open to all members of the co-op to attend. The Board may schedule additional meetings as it sees fit. The Minutes and Records of the Board shall be maintained in an organized, open, and accessible manner and be available to all members.

ARTICLE VI: OFFICERS
The Officers are Chair of the Board (President), Treasurer, and Corporate Secretary and will be elected by the Board from among the Directors. No person will be elected to more than one officership, and no two people will jointly hold the same office at the same time. In the event of the temporary absence or vacancy of the President, the Secretary shall preside or otherwise be empowered to perform the duties of the President.

ARTICLE VII: DUTIES OF OFFICERS
A. The Secretary shall be responsible for ensuring that a list of current members of the Co-op is accurate and up to date and for keeping legal and complete minutes of Board meetings and Membership Meetings.

B. The Treasurer is responsible for ensuring that financial reports of the Co-op are presented fully and accurately to the Board and for auditors.

C. The President will make an annual report to the Membership on the affairs and condition of the Co-op at the Annual Meeting, and the Secretary will be responsible for ensuring that annual reports are recorded in an accessible, organized, and complete manner.

D. The Board and/or the membership at a membership meeting may delineate other or more specific duties for the officers.

ARTICLE VII: MEMBER CAPITAL
The total of the membership fees forms the capital of the Co-op. The Co-op may from time to time borrow money to finance activities in accordance with its mission.

ARTICLE VIII: RESERVES AND SAVINGS
The Board shall determine the allocation of net savings (annual budget surplus). The Co-op shall maintain and fund cash reserves that are prudent for the operation of the business and soundness of the Co-op, and additional reserves for equipment, repayment of debts, expansion of the Co-op, or improved services to the membership. The Board may, in the event that all reserves are prudently funded, allocate a patronage rebate to members in a manner to be established in advance by the Board and with advance notification to the membership. Patronage rebates may only be allocated by the Board at the end of a fiscal year with a net savings (budget surplus).

ARTICLE IX: INDEMNIFICATION
Members, Employees, and Directors of the Co-op shall be indemnified to the fullest extent permissible under Wisconsin law. Indemnification will only be extended such that no Member, Director, or Employee will be reimbursed for any expense arising in connection with claims from his or her own negligence or willful misconduct.

ARTICLE X: AMENDMENTS TO BY-LAWS
These By-laws must be ratified by the Membership at a membership meeting to be in effect. Amendments to these By-laws may only be made with a two-thirds vote of the Membership at a membership meeting.

ARTICLE XI: DISSOLUTION
The members of the Co-op may vote to dissolve the Corporation with a two-thirds vote at duly organized Membership Meeting. At the time of any such vote, the membership will appoint or elect a committee of up to four persons, at least three of which are members of the Co-op, to pay creditors, allocate assets, and otherwise handle the responsibilities incurred by the Co-op according to law. The committee will be charged with distributing any remaining unallocated assets, after expenses have been paid, to a Wisconsin cooperative or non-profit organization.

RMC BYLAWS. July 22, 2013