By-Laws

Bylaws Our by-laws will state how the Co-op will conduct business. By-laws will cover membership requirements and lists rights and responsibilities of members; grounds and procedures for member expulsion; how to call and conduct membership meetings, methods of voting, how directors and officers are elected or removed, and their number, duties, terms of office, and compensation; time and place of director meetings; dates of the fiscal year; requirement to conduct business on a cooperative basis; how net margins will be distributed; process for redemption of members' equity; a consent provision that members will include the face value of written notices of allocation and per-unit retain certificates as income in the year they are received; distribution of nonpatronage income; handling of losses; treating nonmember business; dissolution of the cooperative; indemnification of directors; and the process for amending the bylaws. Our by-laws are part of a living document that can be amended at any time. We expect to amend them frequently throughout the first year as we learn how best to accomplish our mission and serve the Western community.

ARTICLE 1 ORGANIZATION

1.1 NAME The name of the organization is The (herein referred to as “the Co-op”). 1.2 PURPOSES The purpose of the Co-op is to promote to health, education, sustainability of the Western Washington community by providing socially and environmentally responsible goods and services, accessible to all, through a locally-oriented, collectively managed, not-for-profit cooperative organization that principally relies on consensus decision making. Our goals are to: 1. Create a successful student-run business that will serve as a functioning model of sustainability 2. Provide sustainable goods and services at a reasonable cost to our members 3. Offer products made with locally-produced, organic ingredients as available by season. 4. Offer products that are socially and environmentally sustainable 5. Offer natural products with minimal processing 6. Encourage informed choices by educating ourselves and our community on issues of food, healthy lifestyles, environment, and human rights 7.Give students a voice, create a feeling of ownership, and involve our members in the creation of a sustainable community 8.Provide a safe and welcoming space where students meet, share ideas, and express themselves creatively 9.Support education and activism in our community 10.Strengthen our community by emphasizing shared values and efforts 11.Model an ethical business by acting with honesty, transparency, integrity, and respect at all times 12.Promote a sustainable economy by supporting sustainable production and environmentally and socially responsible businesses 13. Provide an opportunity for hands-on learning to students through employment, volunteer, and intern opportunities.

ARTICLE 2 MEMBERSHIP

2.1 ELIGIBILITY Membership in the Co-op is open to any person who attends or is employed by Western Washington University.

2.3 NON-DISCRIMINATION The Co-op shall not discriminate against individuals or groups on the basis of race, creed, age, gender, class, disability, sexual preference, marital status or other arbitrary basis. The Co-op works to serve a diverse population by incorporating policies and procedures that make our goods and services as accessible as possible and by encouraging participation.

2.3 MEMBERSHIP RIGHTS Members of the Co-op shall have the right: 1. to receive a copy of the bylaws and to receive information of the organizational and financial affairs of the Co-op, including review of the minutes of Board of Directors' meetings and the Co-op's finan¬cial statements and records. The information shall be on posted in the Co-op but is also available upon request. 2. to participate in the democratic management of the Co-op by participating in Board of Director elections, voting on any issues submitted to members, proposing member initiatives, running for elected positions, attending Board and Member meetings, and voicing questions and concerns.

2.4 MEMBERSHIP MEETINGS Member meetings will be held twice a year. Board members will present reports on the state of the Co-op. It is an opportunity for members to voice concerns and requests and discuss the activities of the Co-op. 2.5 MEMBER VOTING Members will have the opportunity to elect representatives to serve on the Board of Directors and to vote on certain initiatives. The Board shall take steps to encourage maximum participation. 2.5 MEMBER-INITIATED BALLOT Any member may initiate a ballot for vote by the general membership. All petitions for initiating a ballot must be signed by 100 members or 1/2 of the average number of voting members from the previous elections. A 60% majority is required for a member-initiated ballot to pass. Once passed the initiative is submitted to the Board for final approval. 2.6 QUORUM An election must meet a quorum of 50 active members to be considered valid. The established quorum can be adjusted as needed, in accordance with growth in active membership. 2.7 COMMUNICATION There shall be free-flowing communication with the Board, Staff, and members. 2.8 TERMINATION OF MEMBERSHIP Membership will be terminated when the individual no longer attends or works for Western Washington University.

ARTICLE 3 BOARD OF DIRECTORS

3.1 RESPONSIBILITIES The business and affairs of the Co-op shall be directed by the Board of Directors. The major duties of the Board are to: 1. employ staff, approve the job descriptions and a hiring policy; 2. approve an operating budget annually; 3. monitor the financial health of the Co-op; 4. coordinate with departmental resources on campus; 5. appoint standing and special committees as needed; 7. adopt, review, and revise Co-op plans; 8. approve major capital projects; 9. adopt major policy changes; 10. adopt policies to foster member involvement; 11. ensure compliance with all corporate obligations, including keeping corporate records and filing all necessary documents; 12. ensure adequate audits of Co-op finances; 13. maintain free-flowing communication between the Board, Staff, committees, and the membership; 14. adopt policies which promote achievement of the mission statement and goals of the Co-op; 15. resolve organizational conflicts after all other avenues of resolution have been exhausted; 16. establish and review the Co-op’s goals and objectives; 17. act in the best interests of members and represent their concerns at board meetings and when adopting policy changes; 18. preserve the cooperative character of the organization; 19. initiate a referendum on any matter that is likely to affect the basic survival of the Co-op or change its purposes; 20. provide an annual report to the members to include a financial report, committee reports, and a summary of other significant events held and actions taken by the Cooperative during the year 21. conduct annual assessments of management and employee performance. 3.2 NUMBER AND TERM The Board shall consist of five directors, with four directors elected by members and one director elected by staff and volunteers. The Board can elect to increase the size of the Board if deemed necessary. Directors will serve a one-year term. Each term will begin in May.

3.3 ELECTIONS Board member elections will be held annually. All members are eligible candidates and voters. Approval voting will be used. Each voter will rank the candidates according to approval. These votes will be tallied as points. The candidates with the most points will win the election. Each election will take place over a week to give ample opportunity for members to vote conducted on site. To avoid double-voting, members will write their W numbers on their ballots.

3.4 NOMINATIONS Nominations for the five directors elected by members shall be made by the Board of Directors or by petition of members. A member petition must be signed by at least twenty-five members. All nominees must be members of the Co-op.

3.5 ELIGIBILITY Board positions are open to active student members only.

3.6 HEAD OF THE BOARD OF DIRECTORS The first time the Board of Directors meets in a new year they will elect someone to serve as the Head of the Board of Directors. This person must be elected through consensus minus one. They will serve as the main contact between the managers and the administration, though all board members will play some role.

ARTICLE 4 MEETINGS OF THE BOARD

4.1 REGULAR MEETINGS The Board of Directors shall determine the times and places of regular meetings, held at least once a month.

4.2 SPECIAL MEETINGS Special meetings may be called at any point upon the request by any three directors. Special meetings may also be called by members of the co-op. If a petition of twenty persons from the membership is presented to the Board, a time and place for a special meeting shall be posted within a week.

ARTICLE 5 DECISION MAKING PROCESS OF BOARD

5.1 DECISIONS BY CONSENSUS All decisions will be made by consensus minus one.

5.2 ACTION BY CONSENT: Decisions of the Board of Directors may be made without a meeting if consent, in writing, stating the action to be taken, is signed by all directors and filed with the minutes of meetings.

5.3 REFERENDA The Board of Directors may call a referendum on any issue, and shall call a referendum on an issue when petitioned by at least fifty members. A decision of the Board which is referred to members will stand until annulled or modi¬fied by members.

5.4 VOTING Any issue brought up before the board will first be discussed. It is an open vote. To vote each director will do a thumbs-up if in favor and a thumbs-down if in opposition. For any decision to pass there must be consensus minus one with no more than one person abstaining. If consensus minus one is not reached, discussion will continue. Those who opposed and abstained will explain why, with those in favor responding. The Board will then revote. If consensus minus one is still not reached, and there are other matters to discuss, the decision may be put on the table and come back to either later in the meeting or at the next meeting. If a decision needs to be made immediately (such cases will be identified by the Board), then a decision can pass by majority rule.

ARTICLE BY-LAWS

AMENDMENT OF BY-LAWS These by-laws may be amended by members at a meeting called in part for that purpose by 60% approval of quorum. Amendments by the Board shall be presented for ratification at the next scheduled meeting of members, and shall take effect, if passed, on the date so ratified.