By-laws of Blue Heron Community Cooperative
Section 1: Articles of Incorporation
The By-laws of the Blue Heron Bakery Cooperative (Cooperative) shall be consistent with the Articles of Incorporation filed with the State of Washington under RCW 23.86.
Section 2: Membership
2.1 Classification of Members. There shall be two classifications of Membership in the Cooperative. For the purposes of voting at Membership Meetings, the following definitions for each class will determine the eligibility for Members within that class:
Consumer Member. This Membership class shall consist of natural persons eighteen (18) years or older who have either paid their Membership fee or are current with a Board approved payment plan and remain in good standing as defined by these By-laws.
Worker Member. This Membership class shall consist of natural persons eighteen (18) years or older who have either paid their Membership fee or are current with a Board approved payment plan and are currently employed by the Cooperative.
2.2 Membership Fee.
2.2.1 Fees by Membership classification. Different classifications of Members shall have different Membership fees:
Consumer Members. The Membership fee shall be seventy-seven dollars ($77). A reduced fee may be offered to low-income Members, as determined by Board policy.
Worker Members. The Membership fee shall be seventy-seven dollars ($77).
2.2.2 Fee payment. The Board of Directors (Board) shall define options for payment of fees, either generally by Membership category, as a Board policy, or by majority vote of the Board for individual exceptions.
Section 3: Membership Meetings
3.1 Annual Member Meeting. The Annual Meeting of the Cooperative shall be held at such times as the Board shall determine after the close of the fiscal year. Annual Meetings shall follow the posted agenda.
3.2 Special Member Meetings. The President, the General Manager or a majority of the Board may call Special Member Meetings if an urgent resolution or decision needs to be made that cannot wait for the Annual Meeting. Any Member of the Cooperative may call a Special Member Meeting by submitting a petition to the President calling for a meeting that is signed either by five percent (5%) of total Members entitled to vote at said Meeting or a majority of the Worker Membership classification. The petition must clearly state the purpose and schedule of the Meeting. The President shall call the requested Special Member Meeting.
3.3 Quorum. Quorum to conduct business for all meetings of the Membership shall be two percent (2%) of the total Membership irrespective to classification.
3.4 Voting.
3.4.1 Voting by Classification. All decisions at a Membership Meeting shall be decided by vote with each class having an equal amount of voting power. For a Membership resolution to pass, the resolution, including a motion to amend the Bylaws, must achieve a majority vote within both Membership classifications.
3.4.2 Meeting Decisions. Members may attend Meetings remotely and vote electronically on all proposals or decisions presented at all Member Meetings.
3.4.3 Absentee Ballots. The Board may authorize absentee ballots for Membership Meeting resolutions to be voted on at the Annual Member Meeting. If the Board authorizes absentee ballots, the resolution for which the absentee ballots have been issued must either pass or fail, no amendments may be considered on any resolution for which absentee ballots have been issued. Absentee ballots shall be made available at least fourteen (14) days prior to the Annual Meeting. There shall be no absentee ballots allowed for Special Membership Meetings.
3.4.4 No Proxy Voting. Proxy voting shall not be allowed. Each Member may only cast one vote and may not transfer that vote to any other person.
3.4.5. Election of Directors. Directors shall be elected by either electronic or paper ballot. Absentee ballots shall be allowed. The Board shall determine the process by which Directors are elected.
3.5 Member Meetings — Due Notice. Notice of all Member Meetings shall be given to all Members at least fourteen (14) days prior to the date of the Meeting. Such notice shall be mailed, physically and/or electronically, to the last known address of each Member.
3.6 Member Resolutions.
3.6.1 Enactment, Amendment & Repeal of By-laws. By-laws may be enacted, amended, or repealed at any Member Meeting by a majority of each class of the Members voting, unless otherwise provided by law. Proposed changes of these By-laws shall be included in the notice of the Member Meeting.
3.6.2 Compensation of Board of Directors. The Membership at any Member Meeting shall determine compensation of Directors for their role on the Board of Directors.
3.6.3 Board Policy. The Membership at any Member Meeting may require the Board to consider a new resolution or reconsider a previous resolution. The vote of the Membership shall indicate the Membership's recommendation to the Board and is a directive to the Board to consider such resolutions at the next Board Meeting. The Board shall allow at least one non-Board Member, who favors the Membership resolution, to address the Board.
Section 4: Number of Directors, Terms of Offices, and Elections
The powers and responsibilities of the Board are set forth in the Articles of Incorporation and these By-laws. The Board shall manage and direct the business and affairs of the Cooperative, with full power to engage in any lawful act or activity under RCW 23.86, unless otherwise limited by the provisions of these By-laws.
4.1 Number of Directors, Term of Office, and Order of Election. The Board shall consist of nine (9) persons who are Members of the Cooperative. The terms of the Directors shall be three (3) years, measured from the Special Organizational Meeting of the Board of Directors following election and ending at the commencement of the Special Organizational Meeting three years later. If a Director’s seat is vacated before the end of their term, another Member shall be elected at the Annual Member Meeting or a Special Member Meeting to finish that term. Each Board shall have four (4) representatives from the Consumer Member Classification and four (4) representatives from the Worker Member Classification. These designated positions shall be elected by the appropriate Membership class. The ninth position shall be reserved for the General Manager, appointed by the Board. Each year up to one-third of the Board’s seats will be up for election with at least one seat from each Membership classification up for election and additional Directors shall be elected to complete the terms of any Board Members vacating their seats before the expiration of their terms. At the first election, the terms will be staggered to reflect the three (3) year rotation with those receiving the most votes serving the longest terms.
4.2 Election Procedures for Directors. The Board shall determine the policy for the conduct of elections and shall select an Election Committee to implement this policy. Directors shall be elected at the Annual Member Meeting by means of a secret ballot or absentee ballot bearing the voter’s signature. Absentee ballots shall remain private, and only the persons tabulating the vote shall verify the signature and validity of said ballots. A neutral party selected by the Elections Committee shall tabulate the ballots. Directors shall be elected by a plurality of the vote. At the determination of the Election Committee, electronic voting may be used.
4.3 Vacancies. Vacant seats may be filled by appointment by the remaining Directors, or election at a Member Meeting. If a Director from a class-designated seat becomes vacant, that vacancy may be filled by an at-large Member provided that another Director from that Membership class continues to serve on the Board. Any Directors so appointed or elected shall serve the unexpired term of the predecessor in office.
4.4 Removal of Directors from Office. Any Director of the Cooperative may be removed from office at any Member Meeting by vote of the majority of the Members present. Any Member may bring charges against an officer or Director by filing charges in writing with the secretary of the Cooperative, together with a petition signed by ten percent (10%) of the Members requesting the removal of the officer or Director in question. The removal shall be voted upon at a Special Meeting of the Cooperative and, by a vote of a majority of the Members voting, the Cooperative may remove the officer or Director and fill the vacancy. The Director or officer against whom such charges have been brought shall be informed in writing of the charges at least ten (10) day prior to the Meeting via registered mail to the Director’s last known address. The Director shall have an opportunity at the Meeting to be heard in person or by counsel and to present witnesses. The person or persons bringing the charges shall have the same opportunity. Any Director who fails to attend three consecutive regular Board meetings without being excused by the Board or by the President shall be immediately removed from office, without notice. Any Director who ceases to be a Member of the Cooperative shall be immediately removed from office without notice.
Section 5: Meetings of the Board of Directors
5.1 Definition of Board Meeting. A Meeting of Directors, as further described in this Section, for the purpose of conducting the business of the Cooperative. The Board will establish policy for the conduct of such Meetings.
5.2 Regular Board Meetings. The schedule and location of Regular Board Meetings shall be determined by a resolution passed by the Board of Directors.
5.3 Special Board Meetings. Special Meetings of the Board of Directors may be called by the President, General Manager, or by a majority of said Board. No business except that mentioned in the notice for a Special Meeting of the Board of Directors shall receive consideration or action at said Meeting. Following the Election of Directors at the Annual Member Meeting, the President shall call a Special Organizational Meeting of the Board of Directors.
5.4 Due Notice. Three (3) days’ notice of all Board Meetings shall be given, unless waived in writing by all Directors, or all Directors consent by attending a Board Meeting.
5.5 Quorum. A majority of Directors shall constitute a quorum at all Board Meetings and a majority vote of the Directors present shall decide all questions.
5.6 Action in Lieu of Meeting. The Board of Directors may conduct business of the Cooperative without meeting, provided that all Directors approve in writing and that the Membership is notified of the decision within seventy-two (72) hours of its approval.
5.7 Remote Meetings of the Board. The Board may conduct its meetings by means of electronic systems (tele-conferencing, meeting apps, etc.) provided it is noted on the agenda and the Membership has access to join the meeting remotely.
Section 6: Officers
6.1 Election, Terms of Office, and Removal of Officers. At the Special Organizational Meeting, the Board shall elect a President and Vice President from among their Members. They shall elect a Secretary and Treasurer, who need not be Members of the Board, or may, at their discretion, combine the offices of Secretary and Treasurer. Officers may be removed by the Board and successors elected at any Board Meeting. Terms of Officers shall be one (1) year, or until the next Special Organizational Meeting. There is no limit to the number of terms which an Officer may serve.
6.1.1 President. The President shall preside over the Board, set the agenda for Board meetings in accordance with Board policy, and ensure that the Board fulfill its legal responsibilities. The President shall also preside over all Membership Meetings. The General Manager shall not be eligible to serve as President.
6.1.2 Vice-President. The Vice-President shall provide assistance to the President in the performance of that office’s duties and replace the President on an interim basis should the acting President no longer be able to fulfill their duties. The General Manager shall not be eligible to serve as Vice-President.
6.1.3 Secretary. The Secretary shall ensure that the legal records of the Board and the Cooperative are properly cared for, that the business of Board and Member meetings are recorded in the minutes, and that the minutes of all meetings are posted for the Membership.
6.1.4 Treasurer. The Treasurer shall ensure that the financial statements of the Cooperative are properly reviewed and that the Board and Membership receive regular reports on the fiscal health of the Cooperative.
6.1.5 Other Officers. The Board may create and appoint other officers for the Cooperative as the Board deems necessary. Such positions shall follow the same length of term and election as proscribed by the By-laws.
6.2 Other Duties of Officers. The officers shall perform such duties as are ordinarily assigned to such officers in the normal course of business. The President and Secretary shall have authority to sign all documents within the scope of the implied or express authorization of the Board, Washington Law, the Articles of Incorporation and By-laws of this Cooperative. The Board may assign other duties to officers as they see fit.
Section 7: Conduct of the Business; General Manager
7.1 Jurisdiction and General Conduct of Business. The Board of Directors shall have general jurisdiction over business affairs of the Cooperative and make all necessary rules, policies, and regulations not inconsistent with state and federal law, the Articles of Incorporation, these By-laws, and any Collective Bargaining Agreement currently in force.
7.1.1 Fiscal Year. The fiscal year of the Cooperative shall end on December 31st of each year.
7.1.2 Accounting. Books of account of the Cooperative shall be reviewed and reported on at least once each year by accountants selected by the Board. Regular reports of the affairs of the Cooperative shall be made to the Board as required by Board Policy.
7.2 General Manager and Operational Structure. The Board may employ a General Manager, defined as the occupant of the position empowered by the Board to execute its directives and policy, and with primary responsibility for the business operation of the Cooperative.
7.2.1 General Manager — At-Will Employee. The General Manager shall be an at-will employee of the Cooperative and a Member of the Cooperative.
7.2.2 General Manager — Duties. The General Manager shall lead the Core Circle and ensure that it meets and creates procedures to implement policies which have been adopted by the Board.
7.2.3 Bond or Insurance. The General Manager and other employees handling funds of the Cooperative shall be covered by bond or insurance for the faithful performance of their duties, in such amounts as is required by the Board.
7.2.4 Management Principles. The Cooperative is a multistakeholder organization consisting of Worker and Consumer Members. The management of the Cooperative will use sociocracy to implement Board policies, establish procedures, and meet the mission of the Cooperative.
The management of the Cooperative will operate in accordance with the sociocratic Circle method of organization, the underlying principles of which are as follows:
7.2.4.1 Consent. The principle of consent governs decision making. The principle of consent is the method of decision making whereby the arguments presented in discussing a decision are of paramount importance, and the result of the discussion is that no one present has a reasoned objection to the decision being made.
7.2.4.2 Selection of Persons. Persons are elected to fulfill functions and tasks exclusively by consent after open discussion.
7.2.4.3 Circles. The organization is composed of a hierarchy of semi-autonomous, self-organizing Circles. A Circle is a group of persons who are operationally related. Each Circle has its own aim and has the authority and responsibility to execute, measure, and control its own activities and to maintain an appropriate level of knowledge and skill, assisted by a program of development conducted by the Circle.
7.2.4.4 Double-Linked Circles. With the exception of section Circles of fewer than four (4) people, all Circles are double-linked. A lower Circle is always linked to a higher Circle in such a way that at least two (2) persons, the operational leader and at least one elected representative from the lower Circle, belong to and participate in the decision making of the next higher Circle.
7.2.5 Structure. The organization of the Cooperative shall be a hierarchy of double-linked Circles, in the following order, from top to bottom:
7.2.5.1 Board of Directors Circle. The composition of the Board is described in Article 4.
7.2.5.2 Core Circle. The Core Circle shall consist of the General Manager, Leads of the Department Circles, and at least one representative from each Department Circle. The Lead of the Core Circle may request the presence of any Worker-Member, or any holder of an elected position, to a Core Circle or Committee meeting with forty-eight (48) hour notice. The Core Circle shall manage the operations of the Cooperative within the limits set by the Board. The Core Circle shall:
Determine and control the policy to realize its own objectives within limits set by the Board.
Delegate part of its decision-making authority to the Department Circles so that the objectives of these Circles can be achieved.
Assign tasks to its own Members to execute its own policy.
Decide, in its sole discretion, whether new Department Circles should be created or whether existing Circles should be split up, combined or dissolved. The Department Circle in question may not participate in the decision to dissolve its Circle. The consent of the representative of the Department Circle in question shall not be required for the Core Circle to act, but such representative may participate in the discussions in the Core Circle.
7.2.5.3 Department Circle. Each Department Circle shall consist of either a manager and the Members of the Department Circle or a manager and leaders of the Section Circles and at least one representative from each Section Circle. The Department Circle shall:
Determine and control the aims and policy to achieve their own objectives within those limits set by the Core Circle.
Assign tasks to their own Members to execute their own policy.
Decide, in its sole discretion, whether a new Section Circle should be set up or whether existing Circles should be dissolved. The Section Circle in question may not participate in the decision to dissolve its Circle. The consent of the representative of the Section Circle in question shall not be required for the Department Circle to act, but such representative may participate in the discussions in the Department Circle.
7.2.5.4 Section Circle. The Section Circle shall consist of a leader and its own Members. The Section Circle shall determine and control their work within those aims and policies set by the Department Circle and assign tasks to their own Members to execute their own procedures.
7.2.5.6 Further Subdivision. The hierarchical pattern established in this section (7.2.5) shall be repeated for any levels lower than section Circles.
7.2.6 Consent Decision Required for Action.
7.2.6.1 Principle of Consent. The principle of consent by all parties shall be organized as follows: All decision making by a Circle shall be according to the principle of consent.
7.2.6.2 Absent Circle Members. Any Member of a Circle absent from a meeting of the Circle shall be notified within twenty-four (24) hours of the actions of the Circle. Unless the absent Circle Member objects to an action of the Circle within forty-eight (48) hours of receipt of such notice, they will be deemed to have consented to such action. If an absent Circle Member objects to any action of the Circle in a timely fashion, the matter will be placed upon the agenda for the next meeting of the Circle.
7.2.6.3 Consent of Absent Members. Any Member absent from such Circle Meeting shall be deemed to have consented to the action which the Circle reconsiders.
7.2.6.4 Failure to Achieve Consent. Should any Circle at the Department level or lower be stymied in achieving consent on a decision, and either a majority of the Circle or its Leader determine the issue to be urgent, the issue shall be referred to the next higher Circle for resolution. Such resolution shall be binding upon the referring Circle. Should the Core Circle be stymied in achieving consent on a decision, and either a majority of the Circle or the General Manager determine the issue to be urgent, the issue shall be referred to the Board for final resolution. Such resolution shall be binding upon the Core Circle. Should the Board be stymied in achieving consent on a decision, and either a majority of the Board Members present, or either the President or the Vice President acting in place of the President, determine the issue to be urgent, then the Board shall resolve the issue by a majority vote of the Board Members present, at a subsequent Regular or Special Board Meeting.
7.3 Labor Relations.
7.3.1 Neutrality. The Board and Managerial employees of the Cooperative shall maintain neutrality in the selection of a collective bargaining agent by employees in the collective bargaining unit.
7.3.2 Definition. Neutrality is hereby defined to mean not engaging in conduct or communicating in a negative, derogatory or demeaning nature about the collective bargaining agent (including the other party’s motives, integrity, character or performance) or about labor unions generally during any representation effort or campaign. In addition, neither the Board nor managerial employees will engage in conduct, threats, misrepresentations, or delaying tactics which might thereby frustrate the desires of the employees or interfere with the employee efforts to select a collective bargaining agent.
7.3.3 Director Participation. Directors, who may also be Members of the representing union, may participate in bargaining unit elections but shall not campaign or lobby on behalf of or against any collective bargaining agent.
7.3.4 Selecting the Bargaining Agent. The Cooperative shall support the decision of the Workers in choosing the method of selecting a collective bargaining agent whether it be card-check, private election, or National Labor Relations Board (NLRB) election.
7.3.5 Negotiating with the Bargaining Agent. The General Manager of the Cooperative shall be responsible for negotiating with the collective bargaining agent chosen to represent workers. The Board shall have final authority to approve any collective bargaining agreement on behalf of the Cooperative but shall not participate in the negotiations or seek to influence the General Manager during negotiations.
Section 8: Indemnification by Law
8.1 Indemnification. Each Director, officer, employee or agent of the Cooperative now or hereafter serving as such, shall be indemnified by the Cooperative against any and all claims and liabilities including reasonable settlements to which he or she has or shall become subject by reason of serving or having served in such capacity, or by reason of any action alleged to have been taken, omitted, or neglected by him or her as such Director, officer, employee or agent; and the Cooperative shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his or her own willful misconduct or gross negligence.
8.2 Resolution of Questions. Any questions as to the above rights and responsibilities shall be finally resolved by Directors not a party to the claim, the Membership, or by an opinion of independent counsel.
8.3 Insurance. The Cooperative shall have power to purchase insurance covering such liability and expense, whether or not it could have power to indemnify such Director, officer, employee or agent under law, contract or by this By-law. It is intended reasonable advances may be made on such indemnity, and that the burden of proof of lack of entitlement be on any objector. If any part of these provisions shall be held ineffective, this shall not affect the balance, and in no case shall indemnification be less than provided or permitted to the full extent of the law.
Section 9: Allocation, Distribution and Reserves
9.1 Nonprofit Status. The Cooperative shall operate on a cost neutral basis seeking only to manage operations and its capital expenses within a sustainable and resilient manner to meet its mission.
9.2 Apportionment and Distribution. Total proceeds shall consist of any and all sums received from any source whatsoever exclusive of subscribed capital, amounts held on deposit or in escrow for services or goods to be performed or delivered in the future,and borrowed sums; and shall be received and held by the Cooperative for and as property of its Members. The Cooperative shall deduct:
The actual cost of the operations, distributions and other services procured by Members.
The actual cost of services performed by and for Members.
Reasonable amounts for valuation reserves such as reserves for depreciation of physical property, doubtful amounts, etc.
The balance of said gross receipts remaining after said deductions, calculated upon a fiscal year basis, shall be deemed to be the net surplus of the Cooperative.
9.3 Financial Records. The current financial records of the Cooperative shall be shown at each Board of Director meeting.
9.4 Appropriate Reserves and Application of Losses. The net surplus shall be considered income to the Cooperative and may be credited to allocated or unallocated surplus or reserves of the Cooperative and may be applied to losses incurred in prior years. The Board may, at its discretion, pay out or allocate all or part or none of the net proceeds to the Worker Member Classification as a patronage rebate. Patronage rebates may, at the discretion of the Board, be distributed in cash, allocated patronage equities or any combination thereof, upon such terms and conditions as may be determined by the Board in its sole discretion.