BY-LAWS OF CROW WING FOOD COOPERATIVE
Brainerd, MN
ARTICLE 1. MEETINGS
Section 1, Annual Meetings: The annual meeting of the membership shall be held in the
territory served by this cooperative annually at such time as may be determined by the
Board of Directors.
Section 2, Special Meetings: The president shall cause a special meeting of the membership
to be called upon a written request of at least twenty percent of the members, or upon a majority
vote of the directors. The notice of the time, place and purpose of such special meeting shall be
issued within ten days from and after the presentation of such petition, and such special meeting
shall be held within thirty days from and after the date of presenting such petition, and such
special meeting shall be held within thirty days from and after the date of presenting such
petition. No business shall be considered at such meeting except as may be mentioned in the
call and included in the notice of the meeting.
Section 3, Notice of Meeting: Notice shall be given by the secretary of all meeting s of the membership by publishing a notice thereof in a local legal newspaper of the county at least two
weeks preceding the date of such meetings, or by mailing a notice thereof to each member at his
or her last known address not less than fifteen days preceding the date of the proposed meeting.
The secretary shall execute a certificate setting forth a correct copy of such notice and showing
the date of the mailing thereof. The failure of any member to receive any such notice of the
annual or special meeting of the membership shall not invalidate any action that may be taken
by the members at any such annual or special meeting.
Section 4, Voting: No member shall be allowed to vote by proxy, and no member shall have
more than one vote, regardless of the number of shares owned.
Section 5, Presiding Officer: The president shall preside at all meetings of the members
and of the directors, and shall cast the deciding vote in all cases of a tie.
Section 6, Quorum, Membership: At any regular or special meeting of the membership,
a quorum necessary for the transaction of business shall be at least ten percent (10%) of the total number of members, except when the number of members shall exceed five hundred, then fifty members present shall constitute a quorum. In determining a quorum at any meeting on a
question submitted to a vote by mail, members present in person as well as those represented
by mail ballots shall be counted.
Section 7, Regular Directors’ Meetings: Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors, by proper resolution duly
adopted and recorded in the minutes, shall from time to time determine.
Section 8, Special Directors’ Meetings: Special meetings of the Board of Directors
may be called by the president or by a majority of the Board. Each member of the Board
of Directors shall be duly notified of all such meetings. No business except that mentioned
in the call for special meeting of the board shall receive final action at said meeting.
Section 9, Quorum, Directors’ Meetings: A majority of the directors shall constitute
a quorum at all meetings of the Board, and a majority of the directors present shall decide all questions. Presence at a meeting shall constitute a waiver of notice of such meetings.
Section 10, Order of Business: The order of business at the annual meeting and, so
far as is practicable, at all other meetings of the members shall be:
Calling of roll or registering members
Proof of notice of the meeting
Reading and disposing of all unapproved minutes.
Annual reports of officers and committees.
Election of directors.
Unfinished business
New business
Adjournment
ARTICLE II. MEMBERSHIP
Section 1, Qualifications: Any person who agrees with the purposes and aims of the
cooperative, who resides in the territory served by this cooperative, and any cooperative
association may become a member agreeing to comply with the provisions of the Articles of Cooperation and the Bylaws and by becoming the owner of at least four shares of Common Stock. Application for membership must be submitted to, and be approved by, the Board of Directors.
Section 2, Termination: At any time if a member shall purse conduct inimical to the
purposes and aims of the cooperative, move from territory served by this cooperative, except in extenuating circumstances, or fail to comply with the requirements of the Articles of
Incorporation or the Bylaws, or ask to retire their stock, the cooperative may, by action of the
Board of Directors, elect to cancel his or her membership either by:
Purchasing the Common Stock of such member by tendering to him or her the pear value
thereof, or the book value thereof if lesser than the par value, together with any dividend or
patronage refund due or unpaid, less any indebtedness due; or by:
Purchasing the Common Stock of such member by issuing to him or her a nonvoting certificate
of interest, or nonvoting stock representing his or her interest at the time of purchase, or other nonvoting median of equity, such interest to be ascertained as specified above. This provision
shall be printed upon the Common Stock certificate of the cooperative.
In either case the Common Stock of said member shall be cancelled and said member shall
thereafter have no voting rights in this cooperative.
Section 3, Restrictions: Each member, upon uniting with this cooperative, agrees that
in case such member shall desire to dispose of shares of stock, the cooperative shall be given
first opportunity and privilege or purchasing them. If the cooperative waives its right to purchase
by failing to act within thirty days, a stockholder may then sell the stock to anyone eligible for membership.
ARTICLE III. DIRECTORS AND OFFICERS
Section 1, Number of Directors and Term: The number of directors shall be eight (8)
who shall be members of this cooperative and shall be elected by ballot at the annual meeting
for a term of two (2) years and shall hold office until their successors shall be elected and
qualified. If any director shall cease to be a member, the office of such director shall thereupon
be automatically vacated.
Section 2, Vacancies: Any vacancy in the Board of Directors except as may be caused by
removal by the members shall be filled until the next annual meeting by the remainder of the Board.
Section 3, Election of Officers: The Board of Directors shall meet within ten days after
the first election and after each annual election, and shall elect by ballot by and from their
number a president, one or more vice presidents, a secretary and a treasurer. The offices of the secretary and treasurer may be combined and, when so combined, shall be termed “secretary-treasurer”. Directors and officers shall hold office until their successors shall have been elected
and qualified.
Section 4, Compensation: The compensation, if any, of the Board of Directors and officers,
except the secretary, shall be determined by the members of the cooperative at any regular or
special meeting called for the purpose. Such officers and directors shall, however, be entitled to reimbursement for actual expenses incurred in attending board meetings or any other business
of the cooperative, when such expense accounts have been approved by at least a four-fifths vote
of the directors. The Board of Directors shall set compensation of the secretary or
secretary-treasurer.
Section 5, Removal: The membership shall have the power, at any regular or special meeting regularly called in the manner provided, to remove any director or officer for cause and to
fill the vacancy caused by such removal. No director or officer shall be removed from office at
either an annual or special meeting unless he or she shall be informed of the meeting at which
the matter is to be considered at least 10 days before the meeting and he or she shall be entitled
to be heard at such meeting except for failure to attend. Failure of the director to attend three consecutive director’s meetings, or 33 1/3 percent of the directors’ meetings, except for cause,
during a six month period just preceding shall automatically vacate the office of said director
and the remaining directors shall thereupon fill said office as provided in Section 2 hereof.
Section 6, Employees on the Board: No more than one-third of the Board of Directors may
be coordinators or paid employees of the cooperative.
ARTICLE IV. DUTIES AND POWER OF DIRECTORS
Section 1, Management of Business: The Board of Directors shall manage the business and
the affairs of the cooperative and make all necessary rules and regulations not inconsistent with
law of with these Bylaws, for the management of the business and the guidance of the officers, employees, and agents of the cooperative and shall have the power to employ and dismiss a
manger and other employees and to determine their duties and fix their wages.
Section 2, Bonds of Employees: The Board of Directors shall require the manager and all
other officers, agents, and employees charged with responsibility for the custody of any of funds
or property be covered by a fidelity bond in such a sum as the board of Directors shall determine.
Such bond shall be furnished by responsible bonding company or other surety satisfactory to the directors and the cost thereof shall be paid by the cooperative.
Section3, Audits: The Board of Directors shall examine all accounts at their regular meetings
at least four times a year, and may, in addition, have the books audited at least once a year by a competent auditing service, preferably a cooperative auditing service. Such audit, if only once a
year, shall be made between the date of the close of the fiscal year and the date of the annual
meetings, and a report of such audit shall be submitted to the members at their annual meeting
in either typewritten, mimeographed or printed form, and shall contain at least a balance sheet showing the financial condition at the close of the fiscal year and a statement of income and
expenses for the year, and such statistical memoranda as may be desired by the Board of Directors.
The Board of Directors shall have authority to have the books audited more frequently than once
a year, and at such times as they determine to be advisable.
Section 4, Declaration of Patronage Refund: The Board of Directors shall declare the
patronage refund and the manner and time of payment, which declaration shall be at least annually
and before the close of the fiscal year, for which the declaration is made.
ARTICLE V. DUTIES AND POWER OF OFFICERS
Section 1, President: The president shall:
Preside over all meetings of the cooperative and of the directors
Sign as president, with the secretary, or secretary-treasurer, all notes, deeds, and conveyances
of real estate, as well as all certificates of stock of the cooperative.
Section 2, Vice President: In the absence or disability of the president, the vice president
shall preside and perform the duties of the president.
Section 3, Secretary: The secretary shall:
Keep a complete record of the meetings of the cooperative and of the Board of Directors.
Sign as secretary, with the president, all notes, deeds, and other conveyances, as well as all
certificates of stock of the cooperative. Shall cause to be prepared and submitted to the
annual meeting of the members a complete and detailed report of the current year’s business,
which report shall contain a statement of assets and liabilities, a statement of income and
expenses, and such other statements and statistical memoranda as the Board of Directors shall
require. Such statements shall be in typewritten, mimeographed or printed from, and in
sufficient quantities so that each member attending such meeting may have a copy. She or he
shall submit such monthly reports as may be required by the Board of Directors.
The Board of Directors may delegate the duties enumerated in subsection © to some employees
or agents of the cooperative and may substitute the report of a disinterested accountant who has
made the audit of the cooperative’s records and accounts.
Serve all notices required by law.
Perform such other duties as may be required of him or her by the cooperative or the
Board of Directors.
Section 4, Treasurer: The treasurer shall:
Receive and disburse all funds of the cooperative.
Keep a complete record of all financial transactions of the cooperative and perform such other
duties pertaining to his or her office as may be required by the Board of Directors.
The Board of Directors may delegate the duties enumerated in this section to some employee or employees of the cooperative.
Section 5, Secretary-Treasurer: In the event that the offices of secretary and treasurer
are combined, then the duties of the secretary-treasurer shall be a combination of the duties of
the secretary and the treasurer and his or her office shall be known as secretary-treasurer.
ARTICLE VI: CAPITAL AND STOCK SURPLUS
Section 1, Stock Issued: Certificates of stock shall be issued when such stock is fully paid for.
Each certificate shall state the par value of such stock, the number of shares represented, the
name of the holder, and shall bear the signature of the president and secretary or secretary-
treasurer, and be numbered and issued in numerical order from a stock certificate book. A
record of each certificate shall be kept on the stub thereof or in a separate ledger. If the Articles
of Incorporation provide for the issuance of stock other than Common Stock, such certificates
shall state the class with its relative rights, preferences, and/or restrictions granted to or imposed upon the share of each class, other than Common Stock. Each certificate shall have printed upon
it words to the effect that it shall be transferable only on the books or the corporation in person
or by attorney, on surrender of the certificate, with the consent and approval of the Board of
Directors; that the corporation retains the right to purchase or recall such certificate; and that it
is subject to any indebtedness owing the corporation by the holder thereof.
823 E Washington Street • Brainerd, MN • (218) 828-4600
