BYLAWS OF NORTHERN CALIFORNIA FIBERSHED COOPERATIVE
ARTICLE I. GENERAL
Section 1.01 – Purpose
The purpose of the Association is to engage in any lawful act or activity for which an association may be organized under Chapter 1 of Division 20 of the California Food and Agricultural Code and any amendments thereto, or substitutions or continuances thereof. The Association is specifically formed for the purpose of engaging in any activity in connection with any of the following:
(a) The production, marketing, or selling of the products of its members.
(b) The harvesting, preserving, drying, processing, canning, packing, grading, storing, handling, shipping, or utilization of any product of its members, or the manufacturing or making of the byproducts of any product of its members.
(c) The manufacturing, selling, or supplying to its members of machinery, equipment or supplies.
(d) The financing of the activities which are specified above.
(e) Any one or more of the activities which are specified above.
Section 1.02 – Principal Office
The principal office of the Association shall be designated by the Board of Directors.
ARTICLE II. MEMBERSHIP
Section 2.01 – Classes of Members
The Association shall have two classes of members: Patron Members and the Nonprofit Member (collectively the “Members”). The Nonvoting Common Stock, Voting Common Stock, and Mission Stock are herein referred to collectively as “Membership Stock.”
Section 2.02 – Admission to Membership
- A person is eligible to apply for membership only if such person is or will be engaged in the production of any product which is to be handled by or through the Association, or uses or will use any service or facility offered by the Association on, or in connection with, land which is used for the production of any horticultural, viticultural, aquacultural, forestry, dairy, livestock, poultry, bee, or farm product
- Application for membership shall be in such form as may be adopted by the Board of Directors.
- All applications must be approved by the Board.
- If the Board approves a person’s application, such person must purchase at least one share of Membership Stock to become a Member and must remain a holder of at least one such share to maintain membership.
- The Board may establish such additional conditions for membership as it may from time to time deem desirable to promote the efficient and economical conduct of the business of the Association and its Members. The Board shall have the right, in its absolute discretion, to refuse membership to any applicant for any reason.
Section 2.03 – Obligation of Members
Every person upon becoming a Member of the Association agrees to be bound and to abide by all provisions of the Articles, these Bylaws, any agreements with the Association to which such Member is a party, and any rules or regulations of the Association, all as in effect at the time of application for membership and as thereafter adopted or amended.
Section 2.04 – Co-Ownership
When the right to dispose of any product is owned by more than one Member, whether as co-tenants, joint tenants, partners, an unincorporated association, community property of husband and wife, or otherwise, all those owning such right may collectively be admitted to membership in the names of all of them, or in such name, fictitious or otherwise, as they may have adopted or desire for the transaction of their business or as their collective name. All such co-owners collectively shall be deemed a single Member possessing and enjoying the rights of one Member.
Section 2.05 – Transfer
The Membership Stock of the Association may be transferred only with the consent of the Board, and then only to persons eligible to hold such stock. No purported assignment or transfer of Membership Stock shall pass to any person not eligible to hold it, nor the rights or privileges on account of such stock, nor a vote or voice in the management of the affairs of the Association.
Transfers to other persons are prohibited. Every certificate evidencing Membership Stock issued by the Association shall include a legend indicating the existence of this transfer restriction.
Section 2.06 – Termination of Membership
- A membership and all membership rights shall automatically terminate upon any of the following events:
- The loss of qualifications, as set forth in Section 2.02 hereof, necessary for admission to membership.
- The voluntary resignation at any time of a Member with written notice delivered to the Secretary of the Association.
- The death of a Member who is a natural person or the dissolution of a Member who is not a natural person.
- The expulsion of a Member pursuant to Section 2.07 of these Bylaws.
Section 2.07 – Expulsion
The Board may expel any Member in accordance with the provisions of the Articles of Incorporation.
Section 2.08 – Effect of Termination
All rights as a Member of the Association shall cease upon termination of membership. Termination shall not relieve that Member from any obligations to the Association.
ARTICLE III. VOTING RIGHTS
Section 3.01 – Voting Rights
All voting rights with respect to the affairs of the Association shall belong to the holders of the Voting Common Stock and the Mission Stock (together, the “Voting Stock”) as provided in the Association’s Articles of Incorporation.
No Voting Member shall be permitted to cumulate votes except when the right to exercise a cumulative voting privilege is specifically granted or reserved by law.
Voting by proxy for any purpose shall not be permitted for any purpose.
ARTICLE IV. MEETINGS OF MEMBERS
Section 4.01 – Annual Meeting of All Members
An annual meeting of Members (the “Annual Meeting”) shall be held in [month] of each year. Such meeting shall be held on such date in [month] and at such time and location as the Board from time to time establishes.
Section 4.02 – Special Meetings of All Members
Special meetings of Members may be called by the President of the Association, by a majority of the Board, or by request of [____] percent of the membership. Each call or request shall be in writing and shall state the time, place and purpose of such meetings.
Section 4.03 – Notice of Meetings
Written notice of any meeting of Members shall be mailed to each holder of Voting Stock by first class mail at least 15 days, but not more than 60 days, before such meeting, at the address appearing upon the books of the Association. If no address for a Member entitled to notice appears on the books of the Association, the notice shall be addressed to the Member in care of General Delivery in the city where the principal office of the Association is situated. One method of service may be used as to some Members and the other method as to other Members.
Notice of the Annual Meeting may be given in any publication regularly published by the Association and mailed to each Voting Member.
Notice of any membership meeting shall specify the place, day, and hour of the meeting. In the case of special meetings, the general nature of the business to be transacted at the meeting shall be stated in the notice. In the case of the Annual Meeting, the nature of the business to be transacted at the meeting need not be stated. However, when a proposal to amend the Articles or these Bylaws is to be voted on at any meeting, notice of that fact shall be given.
Notices of meetings shall be mailed on the same day and at the same time to each holder of Voting Stock on the record date for notice of the meeting. The record date for determination of Members entitled to notice is 5:00 p.m. local time at the office of the Secretary of the Association on the day immediately preceding the day of mailing.
Section 4.04 – Quorum
Members present in person at any membership meeting, and representing a majority of holders of Voting Stock, constitute a quorum for the transaction of business that may legally come before that meeting.
Section 4.05 – Adjourned Meetings
The Members present at a meeting shall have the power to adjourn the meeting without notice other than oral announcement at the meeting. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally noticed may be transacted.
Section 4.06 –Business to Be Transacted
At the Annual Meeting, any business may be transacted with respect to which the Members are permitted to act, including, subject to the provisions for notice, the amendment, repeal, and adoption of bylaws and the approval and ratification of amendments to the Articles. At a special meeting of Members, only the business specified in the notice of meeting may be transacted.
Section 4.07 – Manner of Voting
At meetings of Members, all questions, except as otherwise expressly provided by statute or by these Bylaws, shall be determined by a majority of the votes represented at the meeting. All voting shall be by voice vote, unless a majority of the holders of Voting Stock represented at the meeting demand a vote by written ballot.
ARTICLE V. DIRECTORS
Section 5.01 – Number
The Association shall have not less than three nor more than five Directors, collectively known as the Board. The exact number of Directors shall be fixed by approval of the Board.
Section 5.02 – Term
The Directors shall be elected at each Annual Meeting and shall hold office until their successors have been elected and qualified for office.
Section 5.03 – Qualifications
A majority of the Directors shall be duly qualified Members of the Association or authorized representatives of a Member who is not a natural person.
Section 5.04 – Vacancies
Vacancies on the Board arising other than by expiration of the term of office of a Director shall be filled by the majority vote of the remaining Directors then in office. The newly appointed Director shall hold office for the unexpired portion of the term of office of the Director he or she is appointed to replace, and until the election and qualification of a successor.
Section 5.05 – Removal of Director
Any Member may bring charges against a Director by filing such charges in writing with the Secretary of the Association, together with a petition signed by [ ] percent of the Members requesting the removal of the Director in question. The removal shall be voted on at a meeting of the Members. If a majority of the holders of Voting Stock vote for removal, the Association shall remove the Director and fill the vacancy pursuant to Section 5.04. The Director against whom the charges are brought shall be informed in writing of those charges prior to the meeting, and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses. The person bringing the charges shall also have the opportunity to be heard and present witnesses.
Any Director who ceases to be a Member of this Association or who violates any contract with this Association, after a majority of the Board finds that membership has ceased or a contract violation has occurred, shall cease to be a Director.
Section 5.06 – Organizational Meeting
A meeting of the Board of Directors, to be known as the "Organizational Meeting," shall be held immediately following adjournment of the Annual Meeting and for the purpose of organizing, electing, and appointing officers of this Association. Any other business may also be transacted at the meeting. No notice of an Organizational Meeting need be given. If not held at the time appointed, or if the organizing, election, and appointment of officers of this Association is not effected or completed at the meeting, the business of organizing, electing, and appointing officers of this Association shall be transacted or completed at the next regular or special meeting of the Board of Directors.
Section 5.07 – Regular Meetings
Regular meetings, at least quarterly, of the Board shall be held at such times as the Board may, from time to time, fix by resolution thereof. Any and all business may be transacted at a regular meeting.
Section 5.08 – Special Meetings
A special meeting of the Board of Directors shall be held whenever called by the President, or by a majority of the directors, or by action of the Board at a previous duly called meeting. Any and all business may be transacted at a special meeting. Except when called by action of the Board at a previous duly called meeting, all calls shall be in writing, signed by the person(s) making the call, setting forth the date, time and place of the meeting, and addressed and delivered to the Secretary of the Association.
Section 5.09 – Notice of Meetings
Notice of meetings may be given by mailing a copy of such notice to a Director, at his last known address, at least four days prior to the time of the meeting. Notice may also be given at least forty-eight hours before the time set for the meeting by personal delivery, telephone (including voice messaging systems), telegraph, facsimile, electronic mail, or other electronic means. Notice shall contain a statement of the date, time and place of the meeting and may be delivered in like manner to all Directors, or individual Directors may be notified in some or any of the methods provided for herein.
Section 5.10 – Waiver of Notice
Unless otherwise prohibited by law, a Director may waive notice of a meeting of the Board. Attendance at and participation in the proceedings of any meeting shall be deemed such a waiver. The waiver of any Director not present or participating in any meeting shall be in writing, signed by the Director, either before or after the holding of the meeting, and filed with the Secretary of the Association. Any and all business may be transacted at a meeting for which a waiver of notice has been obtained, provided that a quorum is present at such meeting.
Section 5.11 – Action Without a Meeting
Unless otherwise prohibited by law, any action required or permitted to be taken by the Board may be taken without a meeting if all Directors shall individually or collectively consent in writing to such action; provided, however, that such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Quorum – Section 5.12
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Unless otherwise required by law or these bylaws, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board.
Adjournment – Section 5.13
If a quorum is not present at the time set for holding any meeting of the Board, the Directors present shall have the power to adjourn the meeting, without notice other than oral announcement at the meeting, until a quorum shall be present. Any business that might have been transacted at the meeting as originally noticed may be transacted at an adjourned meeting.
Section 5.14 – Compensation of Directors
The Directors of the Association shall receive no compensation for their services as Directors but shall be entitled to reimbursement for all traveling and other actual expenses reasonably incurred by them in connection with attendance at any meetings of the Board, or any committee, on presentation to the Treasurer of vouchers on a form prescribed by the Board.
Section 5.15 – Executive Committee
The Board may elect an Executive Committee by majority vote. The Executive Committee shall have any of the functions and powers of the Board that the Board allocates to it, but shall be subject to the general supervision and control of the Board. The Executive Committee shall have a minimum of two members who must be Directors of the Association. Those members shall serve for a term of one year and until their successors are elected and qualified. Vacancies shall be filled by majority vote of the Board of Directors. The Board of Directors may fix an amount of fair remuneration for the time actually spent by the members of the Executive Committee in the Association's service.
ARTICLE VI. OFFICERS
Section 6.01 – Election and Term of Officers
The officers of the Association shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. The officers need not be members of the Board. Any two or more offices, except those of President and Secretary, may be held by the same person. The Board shall elect the officers. The officers shall hold office until they resign or are replaced by the Board.
Section 6.02 – Removal of Officer
The Board may remove any officer in its absolute discretion.
ARTICLE VII. MISCELLANEOUS
Section 7.01 – Marketing Agreement May Be Required
The Board may require any Member or nonmember patron of this Association to enter into any marketing, crop purchase, or other agreement with the Association that the Board may deem appropriate as a condition to membership in this Association, or as a condition to the handling by this Association of the products produced by that Member or patron. Such agreements may include any lawful provisions that may be prescribed by the Board.
Section 7.02 – Income Tax Consent
Each person who hereafter applies for and is accepted into membership in this Association, and each Member of the Association on the effective date of these Bylaws who continues as a Member of the Association after that date, consents, by that act alone, that such Member shall take the following into account at the stated dollar amounts in the manner provided in Section 1385(a) of the Internal Revenue Code in the taxable year in which received:
(a) The amount of any distribution of patronage dividends as defined in Section 1388(a) of the Internal Revenue Code, when made in written notices of allocation as defined in Section 1388(6) of the Internal Revenue Code and received by that Member from the Association.
(b) The amount of any distributions, referred to in Section 1382(c)(2)(A) of the Internal Revenue Code, of income derived by the Association from business done with the United States, its agencies, or from sources other than patronage, when made in written notices of allocation as defined in Section 1388(b) of the Internal Revenue Code and received by that Member from the Association.
(c) The amount of any per-unit retain allocations, as defined in Section 1388(f) of the Internal Revenue Code, when made in per-unit retain certificates as defined in Section 1388(g) of the Internal Revenue Code and received by such Member from the Association.
Section 7.03 – Notices
Unless otherwise expressly provided in these Bylaws, any notices, statements, or other instruments required to be served on, given to, delivered to, or mailed to any patron, Member, or Director of the Association shall be deemed duly served, given, delivered, or mailed when deposited in the United States mail, postage prepaid, addressed to the patron, Member, or Director at the address appearing for that person on the books of the Association, or if no address appears on the books of the Association for that person, then addressed to him or her in care of General Delivery at the Association’s office.
Section 7.04 – Unclaimed Payments
Whenever a Member or patron is entitled to receive any payment or allocation from the Association, and the Association, after making reasonable efforts to do so, is unable to locate that person or a duly authorized representative of that person, the Association may, after the expiration of the applicable statute of limitations, discharge that liability on its books, whereupon the claim of that person to those moneys shall be extinguished, and the Association shall treat the amount of money so charged off as incidental income to the Association in the current tax year.
Section 7.05 – Association Member of Other Cooperative
This Association shall be eligible to become a member of any other cooperative association organized under the provisions of the Cooperative Marketing Law of California, or under a similar law of any other state, and this Association is hereby authorized to invest in the capital fund of another cooperative any amounts as may be provided for in any contract between this Association and the other cooperative.
Section 7.06 – Amendment of Bylaws
These Bylaws may be amended, repealed, and new Bylaws adopted by the vote or written assent of Members holding a majority of the voting power of the Association, or by the Board when authorized to so do by the vote or written assent of Members holding a majority of the voting power of the Association.