BYLAWS OF THE CENTRAL BROOKLYN FOOD COOPERATIVE
December 2021
ARTICLE I
Cooperative
1.1 Name. The name of this cooperative is The Central Brooklyn Food Cooperative, Inc. (the “Cooperative”).
1.2 Type of Cooperative. The Cooperative is a non-stock membership cooperative as defined in Article I, Section 3 of the New York State Cooperative Corporations Law. The New York State Not-For-Profit Corporation Law applies to the Cooperative as described in Article I, Section 5 of the New York State Cooperative Corporations Law.
ARTICLE II
Membership
2.1 Eligibility. Membership shall be open to any natural person, 18 years old or older, who complies with the membership requirements established by these bylaws (“the Bylaws”) and as otherwise determined by the Board.
2.2 Membership Requirements. Each member of the Cooperative shall make a non-interest bearing Member/Owner Equity Investment, in full, or at least one installment,in the Cooperative, a statutory equivalent of the holding of a share of stock, in addition to any other required member fees. The Board of Directors shall set by resolution the amount of the Member/Owner Equity Investment. Each member must attend an orientation, as defined by the Board of Directors. In the event that a person’s membership is terminated, and the Cooperative is financially solvent, the Cooperative shall return the Member/Owner Equity Investment unless the member chooses to make a capital contribution of the Member/Owner Equity Investment to the Cooperative. Members are not eligible to participate in membership votes before 90 days have elapsed from the payment of their full or first installment of their Member/Owner Equity Investment.
2.3 Members as Owners. Each member of the Cooperative is also an owner of the Cooperative, and the terms “member” and “owner” have the same meaning for the purpose of the Bylaws.
2.4 Member Fee. The Board may require that each member pay a membership fee in an amount that the board by resolution shall set.
2.5 Membership Identification. The Cooperative shall issue to each member a membership identification card or other form of authorized identification approved by the Board.
2.6 Transfer of Membership. Membership is non-transferable.
2.7 Termination. Termination of membership may be voluntary, by suspension, or by expulsion according to standards that the Board shall set.
ARTICLE III
Board of Directors
3.1 Management. A Board of Directors (“the Board”) shall manage the business and affairs of the Cooperative. The Board must consist of no less than seven persons, and no more than nine persons,elected by the membership at the annual meeting.
3.2 Election. The Directors elected at the first annual meeting shall, by lot, be divided into three classes as nearly equally as possible. Directors in the first class shall serve for a term of one year. Directors in the second class shall serve for a term of two years. Directors in the third class shall serve for a term of three years. Thereafter, all Directors shall serve for a term of three years.
3.3 Ballot. The Nominating Committee shall produce a ballot for the Board of Directors meeting that will be included with the written notice of the annual meeting as specified in article 7.1.1 of the by-laws. The ballot used for the Directors election shall provide for voting ‘yes’ or ‘no’ or ‘abstain’ for each candidate. Any candidate who receives more ‘no’ votes than ‘yes’ votes is deemed ineligible for election. Directors elected at the Annual Meeting shall be elected by a plurality of ‘yes’ votes cast unless the candidate has been deemed ineligible pursuant to this paragraph. Any member who is not on the ballot presented by the nominating committee, but who wishes to run for the Board of Directors at the annual meetings, may be included on the ballot after a nomination and a second to the nomination are issued from the floor.
3.4 Directors Ex Officio. The Cooperative’s full-time, paid coordinator with the most seniority, and the lead food justice organizer of the Brooklyn Movement Center, Inc., the community-organizing group based in the Bedford-Stuyvesant neighborhood of Brooklyn, New York, shall serve as Directors, ex officio. In the event that either of the aforementioned offices is vacant, the Board shall meet the seven to nine member requirement according to the criteria in paragraph 4.2.1. of the Bylaws.
3.5 Eligibility. A person must be a member of the Cooperative in good standing to be eligible for election to the Board.
3.6 Vacancy. In the case of a vacancy on the Board, an election must be held at a regular meeting of the Board to fill the vacancy. Such meeting shall be held no less than 30 days nor more than 60 days after the vacancy occurs. The Board may hold the vacancy open to be filled at the next Annual Meeting provided that the vacancy is created with less than six months remaining before the Annual Meeting and provided there is only one vacancy. A Director elected to fill a vacancy shall serve only until the next Annual Meeting, at which meeting the membership shall elect a director to serve for the balance of the term.
3.7 Termination and Removal. Directors may voluntarily terminate their service by providing 30-day written notice to the Board. Directors may be removed based on absences from Board meetings as follows: (1) two absences without notice; (2) three consecutive absences with notice; or (3) four total absences in one year. An email sent to all Directors no less than 24 hours in advance of the meeting shall constitute sufficient notice under this paragraph. Directors shall be subject to removal upon charges as provided in Section 63 of the Cooperative Corporations Law.
3.8 Indemnification. The Cooperative shall indemnify any individual who has served or who is serving as an officer or Director against claims or liabilities arising from such service, and shall reasonably reimburse expenses incurred in defending against such claims or liabilities, provided they do not arise from negligence or willful misconduct of the officer or Director.
3.9 Independent Directors. An independent Director shall be defined by the adopted conflict of interest policy referenced in Article 9.1. The total number of non-independent Directors must not make up more than 50% of the maximum number of Directors as defined in Article 3.1.
ARTICLE IV
Committees
4.1 Establishment of Committees, Subcommittees and Working Groups. The Board may, by resolution, establish such standing committees, subcommittees or working groups for such purposes and periods of time as it deems appropriate. A committee, subcommittee or working group designated pursuant to this paragraph, may exercise such powers and authority of the Board in management of the business and affairs of the Cooperative as defined in their charter, adopted by resolution of the Board, if not prohibited by the Cooperative Corporations Law. The charter should define the leadership, membership and voting procedures of each committee, subcommittee or working group and any authority to sign contracts or commit and spend Cooperative funds.
4.2 Mandatory Committees. The Board shall establish the following committees:
4.2.1 Nominating Committee. The Nominating Committee shall canvass the membership and make reasonable efforts to seek, attract, and recommend qualified candidates for election to the Board who reflect a diversity of gender, race, sexual orientation, ability, and socioeconomic status, and who, collectively, are representative of the following categories: (1) a resident of “Central Brooklyn,” as defined by the Board, and (2) experience with advising or working for a cooperative organization, whether or not that cooperative’s work relates to food.
4.2.2 Safe Space Committee. The Safe Space Committee shall be responsible for establishing standards for a Cooperative that maintains an environment that is inclusive and affirming of the various identities of the members of the Cooperative. The Board may, alternatively, invest these responsibilities in another committee that is responsible for the evaluation of membership conduct.
4.2.3 Ethical Purchasing Committee. The Ethical Purchasing Committee shall establish standards and procedures that promote ethical and just treatment, for people and the environment, in all aspects of the Cooperative’s acquisition of goods and services.
ARTICLE V
Officers
5.1 Officers. There shall be the following officers of the Cooperative: Chair, Vice-Chair, Secretary and Treasurer. The office of Secretary and Treasurer may be held by one person as stated in Section 64 of the Cooperative Corporations Law.
5.2 Election of Officers. The Board shall elect the officers of the Cooperative at the Board meeting immediately following the annual meeting. The Chair,Vice-Chair, Secretary and Treasurer shall be, at the time of election, Directors of the Cooperative.
5.3 Vacancy. In the case of an officer position becoming vacant, there shall be an election held at the next Board meeting to fill the vacancy for the unexpired portion of the term.
5.4 Removal. Officers of the Cooperative may be removed by a two-thirds vote of the Board of Directors present and voting at a meeting held after due written notice to all members of the Cooperative, setting forth the proposed action, the charges upon which it is based, and the purposes of the meeting.
ARTICLE VI
Employees
6.1 Coordinators. The Cooperative shall employ one or more coordinators upon such terms and conditions as the Board shall, by resolution, approve.
6.2 Authority. The coordinators shall be Chief Administrative Officers of the Cooperative and shall administer the day-to-day affairs of the Cooperative subject to the direction of the Board. The Board may, by resolution, authorize the coordinators to take such action as they shall deem necessary for the good of the Cooperative as cannot well await the next meeting of the directors, subject to ratification by the Board, and may, by resolution, confer such other powers and duties on the coordinators as they deem proper, to the extent permitted by law.
6.3 Additional Employees and External Service Providers. The Board may, by resolution, employ such other persons or firms for such purposes and upon such terms and conditions as the Board shall deem appropriate.
ARTICLE VII
Meetings
7.1 Annual Meeting. The annual meeting of the membership of the Cooperative must be held in the month of December on a day that the Board shall designate.
7.1.1 Annual Meeting Notice. The board shall give written notice of the annual meeting to the membership at least 15 days in advance of the annual meeting.
7.2 Board of Directors Meetings. The Board shall meet at least four times each calendar year on such dates as it shall appoint and at such other times as it, by resolution, shall designate.
7.3 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken by written consent of all of the Directors. The action is effective when all of the Directors consent, unless a different effective time is provided in the action.
7.4 General Meetings. A General Meeting is a meeting of members that is called by the Board devoted to receiving the advice of the members. The Cooperative shall give adequate notice to the membership of each such meeting and shall inform members of the nature of the matters for the Board to receive advice on. The General Meeting is not in any way intended to be one of the “meetings of the membership” that is referred to elsewhere in these bylaws.
7.5 Special Membership Meetings. A special membership meeting may be convened for the purpose of conducting business of an urgent nature that requires a membership vote. A special membership meeting must be called by the Board, or by a member petition signed by no less than 20 percent of the members. The Cooperative shall give reasonable advance notice to all members regarding the issues to be addressed.
7.6 Quorum. A quorum for all meetings of the Directors shall be a majority of the directors. A quorum for all meetings of the membership, including the annual meeting, shall be 25 percent of the total members. Each member is entitled to one vote.
7.7 Voting. All matters shall be decided by a majority vote of those present and voting. All votes shall be cast in person and no proxy voting shall be permitted. The Board may, by resolution, permit absentee voting.
7.8 Procedure. Except as otherwise provided, the edition of Robert’s Rules of Order current at the time of the meeting shall govern all parliamentary matters.
ARTICLE VIII
Operation
8.1 Distributions. The net retained proceeds of the Cooperative, after expenses, including expenses for initiatives of the Cooperative, and a reasonable allowance for reserves, shall be reinvested into the Food Coop at least once every twelve months.
8.2 Audit and Annual Report. The Cooperative shall cause an audit to be conducted and an annual report to be created in compliance with Section 75 of the Cooperative Corporations Law.
ARTICLE IX
Conflict of Interest
9.1 Conflict of Interest Policy. The board shall adopt, and oversee the implementation of, and compliance with, a conflict of interest policy to ensure that its directors, officers and key persons act in the Cooperative’s best interest and comply with applicable legal requirements.
ARTICLE X
Amendment
The Bylaws may be amended by the affirmative vote of two-thirds of the Directors. Any amendment adopted by the Board shall be reported to the annual meeting of the Cooperative and, if not affirmatively approved at that meeting, shall cease to be in effect. Bylaws may be adopted, repealed, or amended on the affirmative vote of two-thirds of the members voting at a meeting held after due written notice setting forth the proposed action and the purpose of the meeting.