Bylaws

1.1: The name of this cooperative is Williamson Street Grocery Co-op, referred to herein as “the Co-op.”

1.2: The principal office of the Co-op is located in Dane County at 1221 Williamson Street in Madison, Wisconsin.

2.1: The purpose of the Co-op is to serve the needs of its Owners. Its primary focus is to operate a grocery business providing nutritious food to the community at fair prices. Consistent with that focus, it may also engage in other activities and provide other goods or services as may be desired by the Owners.

2.2: Cooperative philosophy and values are an essential part of our enterprise; therefore in achieving its purpose, the Co-op will adhere to the seven cooperative principles as adopted by the International Cooperative Alliance and in addition shall strive to:

1. Operate on a sound financial basis so as to provide for the long-term benefit of the Owners and the community.
2. Pursue growth and expansion of the business in order to better meet the needs of the Owners for goods and services; the employees for well-paid, satisfying jobs and opportunities for career development; and to improve efficiency and lower costs.
3. Manage the business in an open, democratic manner that respects employees’ rights to a humane work environment and participation in decision-making.
4. Develop a management structure that provides a viable model for alternative businesses.
5. Reach out and expand services to segments of the community not presently served, in particular groups such as seniors and others who are on low and/or fixed incomes.
6. Integrate education about nutrition, the politics of food, general consumerism and cooperatives into its operations.
7. Cooperate with other cooperatives by sharing experience, information, time and patronage and/or holding memberships in local, regional and national cooperative organizations.
8. Foster consumer control by soliciting Owner input on a regular basis, being responsive to Owner needs, and encouraging Owner participation in the governance and activities of the Co-op.
9. Support local businesses and suppliers in order to create a stronger economic base in the community and to promote regional self-sufficiency.
10. Support and participate in the movement for progressive fundamental social change.

3.1: The Co-op shall have one class of Owners. “Owners” in these bylaws is equivalent to and used in place of the term “members” as used in Chapter 185.

3.2: Ownership in the Co-op shall be voluntary and open to any person, household, cooperative or non-profit corporation that wishes to support the Co-op’s activities, intends to use its services, and will accept the responsibilities of Ownership.

3.3: The Co-op shall not discriminate on the basis of sex, race, religion, color, national origin or ancestry, age, physical appearance, sexual orientation, handicap/disability, marital status, familial status, occupation, source of income, arrest record or conviction record, less than honorable discharge, or political beliefs.

3.4: Submitting a completed Ownership application and payment towards a “Fair Share” is required in order to become an Owner. An application for Ownership may be subject to approval by the Board of Directors.

3.5: The “Fair Share” is the dollar amount that is required to purchase an Ownership share. The Board of Directors may make provisions allowing the purchase of this share in installments over time and may allocate a portion of each payment as a non-refundable administrative fee. Any change to the amount of the Fair Share shall be approved by the Owners using the signed ballot process described in Section 4.7.

3.6: An Owner is considered to be current and in good standing if the Owner has made a purchase at least once in the past 12 months and either the Fair Share is paid in full or the required installment payments have been made.

3.7: Ownership may be terminated voluntarily by an Owner at any time upon written notice to the Co-op. Ownership will be considered voluntarily terminated if not kept current.

3.8: Ownership may be terminated involuntarily only for cause by the Board of Directors, provided the accused Owner is first accorded an adequate opportunity to respond to the charges in person or in writing. “For cause” termination must be based upon seriously improper conduct which must include at least one of the following circumstances:

1. A willful failure to deal fairly with the Co-op in connection with a matter in which the Owner has a material conflict of interest.
2. A violation of criminal law at or in connection with, activities of the Co-op, unless the Owner had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his conduct was unlawful.
3. A transaction with the Co-op from which the Owner derived an improper personal benefit.
4. Willful misconduct or disruptive behavior on a second occasion after clear written warning that such conduct or behavior could result in loss of Ownership status.

3.9: Upon termination of Ownership, all rights and interests in the Co-op shall cease except for rights to redemption of their Fair Share funds in accordance with these bylaws.

3.10: The balance existing in each Owner’s Fair Share account shall be refunded upon termination of Ownership, within 90 (ninety) days of demand, subject to the Board of Directors determining when money is available for refunds and how much may safely be refunded each fiscal year.

3.11: Ownership rights and interests, including any Fair Share balance, may not be sold, assigned or otherwise transferred in any way to another person or entity except as provided for by the Board of Directors.

3.12: The Board of Directors may establish other categories of patrons (seniors or low income, for example) that may from time to time be extended certain Owner benefits, such as being able to make purchases at Owner prices, without having purchased a Fair Share, however these designations will not bestow any right to vote or to be elected to the Board.

4.1: Meetings of the Owners shall be held in the City of Madison, State of Wisconsin. The specific time and location of these meetings shall be set by the Board of Directors and posted in the principal office. Notice of meetings will also be sent to all Owners at their address on record with the Co-op.

4.2: The Annual Owner’s Meeting will be held within 100 days of the end of the fiscal year.

4.3: A Special Meeting of the Owners may be called by the Board of Directors or by the President, or upon demand of the Owners as represented by a petition signed by one fifth of the current Owners, such petition stating the business to be brought before the meeting. In the instance of an Owner petition, the meeting must be scheduled no more than 45 days after receipt of the petition. Any business conducted at a special meeting other than that specified in the notice of the meeting shall be of an advisory nature only.

4.4: The President or someone appointed by the Board of Directors shall chair all Owners’ meetings. Minutes shall be taken by one appointed by the Chair. The order of business shall be approved by the Owners.

4.5: Quorum at an Owner’s meeting shall be 50 Owners.

4.6: All current Owners, whether fully paid or not, may vote in meetings of the Owners. Households, co-ops or non-profits that are Owners shall each have only one vote and shall designate one person to cast that vote.

4.7: Unless otherwise required by state statute or these bylaws, voting at an Owner’s meeting shall be by majority vote. Voting on significant questions, including but not limited to amending these Bylaws, changing the Fair Share, or approving expenditures on expansion shall be by signed ballot in accordance with the following process:

1. Ballots and the full text of the question being voted on along with the notice of the special meeting at which the ballots will be counted shall be mailed to all owners. This special meeting shall be held no later than four weeks after the distribution of the ballots.
2. Completed ballots shall be returned to the Co-op by mail or deposited in a ballot box designated for that purpose at the Co-op. The ballots shall be marked with the owner’s name, number, signature, and date of signing. Alternately, the owner’s name, number, and signature and date of signing may be marked on the outside of a sealed envelope containing the ballot.
3. Ballots shall be received at the location of the special meeting by the time that the meeting is called to order if they are to be counted as valid votes.

In addition to the signed ballot process, the Board may establish procedures for voting by electronic mail or through an Internet web site, and such votes shall be considered equivalent to submitting a signed ballot.

5.1: The Board of Directors shall manage the business and affairs of the Co-op. In addition, the Board shall be responsible for the hiring, evaluating, compensating and firing of the General Manager.
5.2: The Board of Directors shall consist of nine individuals. All Directors shall be Owners in good standing of the Co-op who are at least eighteen years of age. The General Manager of the Co-op may not be elected or appointed to the Board and no more than two employees of the Co-op may serve as Directors at any one time.
5.3: Directors shall be elected for terms of three years, except that it may occasionally be necessary to have a Director elected for a shorter term in order to ensure that three terms expire in each year.
5.4: Elections for the Board of Directors shall be conducted by a signed ballot in accordance with the following process:

1. Candidates are nominated at the Annual Owner’s Meeting.
2. Ballots and election information are mailed to all Owners along with notice of the special meeting at which the ballots will be counted, by a date no more than 30 days prior to that meeting. This special meeting must be held within six weeks of the Annual Owner’s Meeting. Other questions to be voted on by the Owners may be added to the elections ballot by the Board of Directors or by vote of the Owners present at the Annual Owner’s Meeting.
3. Completed ballots are returned to the Co-op by mail or deposited in a ballot box designated for that purpose at the Co-op. The ballots shall be marked with the Owner’s name, number, signature, and date of signing. Alternately, the Owner’s name, number, and signature and date of signing may be marked on the outside of a sealed envelope containing the ballot.
4. Ballots must have been received at the location of the special meeting by the time that the meeting is called to order if they are to be counted as valid votes in the election.

In addition to the signed ballot process, the Board may establish procedures for voting by electronic mail or through an Internet web site, and such votes shall be considered equivalent to submitting a signed ballot.

5.5: Directors shall disclose their actual or potential conflicts of interest in any matter under consideration by the Board, and unless requested otherwise by majority vote of the other Board members, shall absent themselves from deliberation or decision on the matter. A Director who is an employee of the Co-op may not serve as President or Vice-President of the Board.

5.6: Any Director may resign at any time by written notice to the Board of Directors. The resignation shall take effect at the time the notice is received or at such a later time as is specified in the notice of resignation. The acceptance of the resignation shall not be necessary to make it effective.

5.7: The term of office of a Director may be ended prior to its expiration in any of the following ways:

1. Automatically upon termination of a Director’s Ownership in the cooperative;
2. By a 2/3 vote of the Directors present at a Board meeting if a Director has failed to attend 3 meetings of the Board in any 12-month period;
3. By a majority vote of the Owners of the Co-op, using the ballot process described in Section 4.7. The quorum for a vote to recall a Director shall be five percent of the current Owners.

5.8: In the event of a vacancy on the Board of Directors, the Board may choose to temporarily fill the vacancy by majority vote of the Directors in office or to leave the position vacant. An election by the Owners at the next Annual Owners Meeting shall fill the position for the remainder of the term, if any remains.

5.9: The Board of Directors shall meet at least once quarterly at a time and place determined by the Board and posted in the principal office. A quorum shall consist of a majority of the Directors in office. Special meetings of the Board can be called by the President, and all Directors shall be notified at least seven days prior to such a meeting

5.10: The Board of Directors shall establish a procedure for decision-making at their meetings. This procedure may be amended from time to time by the Board according to the decision making process then in effect.

5.11: The principal officers of the Co-op shall be a President, a Vice-President, a Secretary, and a Treasurer. They shall be elected by the Board for a term of one year. The President and Vice-President shall be Directors. The Secretary and Treasurer may be the same person and need not be a Director.

5.12: The Board of Directors may remove any principal officer whenever in its judgment the best interests of the Co-op will be served thereby.

5.13: If the office of the President becomes vacant, the Vice-President shall become President. If the office of the Vice- President becomes vacant, the Board of Directors shall appoint a Vice-President to serve until the next officer elections.

5.14: The Board or President may appoint standing or special committees to advise the Board or to exercise such authority as the Board shall designate. Members of all board committees shall be approved by the Board and may be removed or replaced at the discretion of the Board. Committees shall elect their own chairs. Non-director membership is encouraged for all committees, and they shall have all the same duties, responsibilities and voting powers as members who are Directors. The members of a committee may not include a majority of the current Directors.

6.1: The fiscal year of the Co-op shall be from the first Monday nearest June 30th to the Sunday nearest June 30th next, for a revolving 52/53-week cycle. The Board may change the fiscal year, based upon a finding that such a change is in the best interest of the Co-op.

6.2: The Board of Directors shall provide oversight related to the preparation and monitoring of an annual budget. A consolidated version of the budget as approved by the Board shall be published and distributed annually to the Owners.

6.3: The Board shall ensure that a financial audit is conducted annually by a certified public accountant.

6.4: Unbudgeted capital expenditures over one percent of the Co-op’s total equity shall be approved by the Board of Directors. Any decision to buy or sell the Co-op’s building(s) or to spend over ten percent of the Co-op’s total equity on an expansion project must be approved by the Owners, using the ballot process described in Section 4.7. Total equity for these purposes is defined as (Total Assets-Total Liabilities=Total Equity).

6.5: Net proceeds as defined in Chapter 185 shall be considered income to the Co-op 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 Owners as a patronage rebate.

7.1: The Co-op supports participatory management. To that end, management of the Co-op shall be conducted in a manner that enables employees to be involved in the decision-making process, via direct input or representation by the Employee Council, which shall adhere to the Co-op purpose and make decisions on personnel issues that affect all employees.

8.1: These bylaws may be amended or repealed or new bylaws adopted only by vote of the Owners, using the ballot process described in Section 4.7.

8.2: In the event that 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 without affecting the validity or enforceability of any other provision of these bylaws.