Article 1. Organization
Article 1.1. Name
The name of this organization shall be the Organic Buddies Buying Club, herein also referred to as the Buying Club or Organic Buddies.
Article 1.2. Purpose
The Buying Club is organized on a cooperative basis to promote a sustainable economy and educate consumers on how to align buying and investing habits with values of peace, cooperation, and environmental protection. Its mission is to provide a cooperatively-owned and democratically-managed business to enhance the cooperative distribution of quality products and services.
Article 1.3. Principal Office
The principal office of the Buying Club is in Auglaize County in Waynesfield, Ohio. The street address is 302 N. Westminster, Waynesfield, Ohio 45896. The mailing address is P.O. Box 81, Waynesfield, Ohio 45896-0081. The meeting address is 875 N. Market Street, Lima, Ohio 45805.
Article 1.4. Fiscal Year
The Fiscal Year for the Buying Club shall begin on the first day of October in each year and shall end on the last day of September of the following year.
Article 2. Membership
Article 2.1. Admission
Membership shall be voluntary and open to any individual that supports the purpose and mission of the Buying Club. Each individual must submit a written membership form with an accompanying membership fee.
Article 2.2. Membership fees
Membership fees shall be payable annually or assessed monthly at the discretion of the Board of the Buying Club (herein referred to as the Board), the amount of which will be set by the Board. The first year’s fees will be pro-rated quarterly, and the amount will be due at the beginning of the fiscal year. The Board will review the fees periodically and may adjust the fees as deemed necessary.
Article 2.3. Rights and Privileges of Membership
Each member shall have the following rights and privileges of membership:
Article 2.3.1. Voting Right
The right to vote for members of the Board , amendments to the Articles of Incorporation, amendments to the bylaws, and other matters that may be brought before the membership for a vote.
Article 2.3.2. Right to Attend the Annual Meeting
The right to attend the annual meeting, although the Board may determine a reasonable charge to defray the expenses of the annual meeting including, but not limited to, meeting space rental, cost of refreshments and so on.
Article 2.3.3. Discount Right
The right to a discount on purchases from the Buying Club. The Board may establish different classes of membership, membership fees, and discounts.
Article 2.3.4. Right to Attend Board Meeting
The right to attend Board meetings shall be subject to space availability.
Article 2.3.5. Right of Distributive Share
The right of working members to participate in the distribution of net assets upon dissolution of Organic Buddies in accordance with Section 2.5. Non-working members shall receive a pro-rated refund of that year’s membership fees only.
Article 2.4. Non-Transferability
All membership rights are personal to the member. Neither membership nor any financial interest in the Buying Club may be assigned, bequeathed or transferred and any attempted assignment, bequest, or transfer shall be void. However, the membership and related financial interest of the Buying Club may be assumed by a substantially similar organization that succeeds to the property and obligations of the Buying Club, such as by a corporate merger or reorganization, provided that the circumstances are disclosed and the membership affirmatively votes for the transfer.
Article 2.5. Rights on Dissolution
Each working member shall have one share in the dissolution of the Buying Club.
Article 2.6. Termination
Membership may be terminated in either of the following ways (a) voluntarily by a member upon notice to the Buying Club; (b) nonpayment of annual membership dues (although the Board shall have broad discretion in accepting late dues for continuous membership); or (c) for cause, including willful violation of the bylaws, by the Board after an opportunity for the member to be heard and present information.
Article 2.7. Review and Appeal of a Termination
Any member terminated under Section 2.6 (c) above may appeal the decision within three months of the Board’s action by calling for a review by an ad hoc appeals committee. The committee shall consist of two Board Members and two impartial members. The decision of the appeals committee will be final.
Article 3. MEETING STRUCTURE AND FORM.
Article 3.1. Annual Meeting.
One meeting of the membership shall be held annually at a time during the month of October and place as determined by the Board.
Article 3.2. Special Meetings.
Special meetings may be called on written request of no less that ten (10) percent of the membership delivered to the Secretary. Special meetings also may be called by the Board.
Article 3.3. Notice.
Written notice stating the time and place of Annual/Special meetings of members shall be mailed or delivered to the last known address of each member. Notice shall be delivered not less than fifteen (15) or more than thirty (30) days before the date of the meeting. Materials that impartially describe the candidates for election or issues for decision may accompany notices. Notices also may be accompanied by statements of the Board as to its positions on any issues for decision. In addition, notice shall be posted at the principal location in a conspicuous manner. Such posting, however, shall not substitute for mailing.
Article 3.4. Voting.
Each working member shall have one vote upon any matter submitted to a vote of the membership . Elections of Board Members shall be by written ballot. All voting by the members shall take place by mail or email, by ballot box in the primary location, at the annual meeting, at a special meeting of the members, or, at the call of the Board, by a special mail ballot, mailed to all members with information deemed adequate by the Board explaining the issue to be decided. Voting by proxy at any meeting is not permitted.
Article 3.5. Quorum and Decision Making.
Except as otherwise required by law, no quorum shall be necessary for the transaction of business at any meeting of the members and a majority of those voting shall constitute a valid vote of members.
Article 3.6. Issues Submitted by the Members.
Prior to a meeting of members, members may submit issues to any Board Member to be considered at a the meeting.
Article 4. BOARD OF THE BUYING CLUB.
Article 4.1. Powers.
The management of the business and property of the Buying Club shall be directed and controlled in the interests of the members by a Board of the Buying Club (“Board”). The Board shall consist of an odd number of individuals, numbering at least three (3), elected by and accountable to the members of the Buying Club at the Annual Meeting.
Article 4.2. Qualifications.
4.2.1 General Requirements
To be qualified as a Board Member, a person must be a member for at least six (6) months, . A Board Member shall not be associated with interests adverse to the Buying Club. The other Board Members shall have the right to determine whether a person is disqualified for having interests adverse to the Buying Club.
4.2.2 Attendance Requirements
All Board Members are expected to attend all Board Meetings.
Article 4.3. Nominations.
Candidates for Board Members shall be nominated by the Board, by a committee designated by the Board, or by any member before or at the meeting at which the election is held.
Article 4.4. Election and Terms.
Board Members shall serve two-year terms and shall be those candidates receiving the greatest number of votes in an election of Board Members. Election of Board Members shall be staggered so all Board Members are not elected in the same year, except in the case of the initial Board wherein half of the Board Members shall serve for a one year term. Board Members shall begin serving after election results are announced and at the end of the board meeting immediately following their election.
Article 4.5. Conflicts of Interest.
Board Members shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board. They must absent themselves from deliberation or decision upon the matter.
Article 4.6. Removal.
4.6.1 Methods.
Upon receipt of petitions for removal signed by twenty percent of the members, the Board shall promptly call a regular or special meeting of members. A Board Member may be removed by the Board only for cause after a fair hearing at which the Board Member is given the opportunity to be heard and to present evidence.
4.6.2 Cause.
Any Board Member who is absent without cause from two (2) meetings of the Board within a period of one (1) year shall be subject to a discretionary vote of the Board for removal as a Board Member.
Article 4.7. Vacancies.
Any vacancy among Board Members occurring between annual meetings, shall be filled by the Board for the remainder of the unexpired term.
Article 4.8. Chair.
The Board of the Buying Club shall select from among its members a chairperson to run the meetings of the Board of the Buying Club. The same member of the Board of the Buying Club may serve in the capacity of both chairperson and president or any other officer of the Buying Club.
Article 5. BOARD MEETINGS.
Article 5.1. Convening.
Meetings of the Board shall be held as often as the Board deems necessary, but will occur no fewer than twelve (12) times each year.
Article 5.2. Notice.
Notice of each meeting of the Board shall be given mailed or emailed to each Board member at least three days before the meeting. Notice also shall be posted at the principal location and website in a conspicuous manner. The business to be transacted at the meeting need not be specified in the notice.
Article 5.3. Quorum and Decision Making.
Except as otherwise required by law or by these by-laws, a majority of the sitting Board Members shall constitute a quorum for the transaction of business at any meeting of the Board and a majority of those present and voting shall constitute a valid vote.
Article 5.4. Referendum.
At the request of three or more Board Members, a decision of the Board shall be referred to a meeting of the members. The decision shall stand unless and until it is annulled or modified by members. Such modification shall not impair the right of third parties previously acquired.
Article 5.5 Audits.
The Board shall insure that the financial books of the Buying Club are audited quarterly by a non-Board member, and shall be made available upon demand.
Article 6. DESIGNATION AND DUTIES OF OFFICERS.
Article 6.1 Designation.
The officers of the Buying Club shall be selected by the Board and shall consist of a President, Secretary, and Treasurer. All such officers must be Board members. All officers shall be selected annually and may be removed as officers with or without cause at any time by the Board.
Article 6.2 Duties.
Officers shall have the following duties together with such other duties as may be determined by the Board: (a) the President shall sign formal documents on behalf of the Buying Club as authorized or directed by the Board: (b) the Secretary shall oversee the keeping of minutes of all meetings of members and the Board: and (c) the Treasurer shall oversee financial affairs of the Buying Club and the filing of all required reports and returns.
Article 7.INDEMNIFICATION RIGHTS AND LIMITATIONS.
Article 7.1. Rights.
Subject to the conditions and limitations in this Article and to other rights that may be accorded under Ohio law, the Buying Club shall indemnify its Board members, officers and committee chairpersons, including those formerly holding such positions, against all liabilities and expenses, including reasonable attorneys' fees, to which they may become subject by reason of their positions with the Buying Club or their services in its behalf. Such indemnification shall include direct payment of liabilities and expenses and shall apply whenever such person was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative. Any indemnification payment or advance of expenses that arises out of a proceeding by or in the right or the Buying Club shall be reported in writing to members with or before the notice of the next meeting of members.
Article 7.2 Limitations.
No indemnification shall be provided unless the person to be indemnified: (i) is successful on the merits in defense of the proceeding; (ii) is determined by the court to be fairly and reasonably entitled to indemnification in view of all the relevant circumstances; or (iii) is determined in accordance with procedures required under Ohio law to have acted in good faith and in the reasonable belief that his or her actions were in the best interests of the Cooperative Buying Club and in regard to criminal proceedings, to have had no reasonable cause to believe that his or her actions were unlawful. In any proceeding by or in the right of the Buying Club or in which such person is charged with receiving an improper personal benefit, indemnification shall be provided only as to reasonable expenses and only if the person is either adjudged not liable to the Buying Club on such bases or determined by a court to be fairly and reasonably entitled to indemnification in view of al1 the relevant circumstances. Payments pursuant to indemnification obligations shall be made promptly, but only in such increments and at such times as will not jeopardize the ability of the Buying Club to pay its other obligations as they become due. This limitation shall not apply to the indemnification of persons who have personally signed guarantees for the Buying Club's accounts or debt upon which the Buying Club has defaulted.
Article 8. NOTICE AND WAIVER OF NOTICE.
Article 8.1. Notice.
Any notice required under these by-laws shall be deemed delivered when deposited in the United States mail with names and addresses as they appear in the records of the Buying Club or emailed with receipt acknowledgement.
Article 8.2. Waiver of Notice.
Any notice of the meeting required under these bylaws may be waived in writing at any time before or after the meeting for which notice is required. The attendance of any person at a meeting, including by authorized representative, shal1 constitute a waiver of notice of the meeting except where the person attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully endorsed. Nothing in this paragraph authorizes voting by proxy.
Article 9. SEVERABILITY AND AMENDMENTS.
Article 9.1. Severability.
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 modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.
Article 9.2. Amendments.
Proposed amendments to these Bylaws shall be presented in writing at a Member’s Meeting and read at two (2) consecutive Member’s Meetings of the Buying Club. The Buying Club shall provide a written text of the proposal to each member prior to the second reading. At the second reading the proposed amendment shall be adopted upon approval of two-thirds (2/3) of the Members.
Article 10. Parliamentary Authority
The rules contained in “Robert's Rules of Order” shall govern the Buying Club in all cases to which they are applicable and in which they are not inconsistent with the Bylaws of the Buying Club and any special rules of order the Buying Club may adopt.
Certificate of Adoption
I, Adaline Bridges, Acting President, and Barbara Wilson, Acting Secretary, of the Organic Buddies Buying Club, hereby certify that the foregoing initial set of Bylaws was duly adopted by a two-thirds vote of the members of the Buying Club present and voting at a meeting of the membership of said Buying Club duly called and held on December 2, 2005, and that at and throughout said meeting a quorum of such membership was present.
IN WITNESS WHEREOF, we have signed our names hereto at Lima, Ohio, this 2nd day of December, 2005.
(Signed) Adaline M. Bridges (Signed) Barbara E. Wilson
Adaline Bridges, Acting President Barbara Wilson, Acting Secretary