This wiki version of the bylaws was created from the attached PDF. It is intended as a convenience for reference. Though unlikely, there may be formatting differences. Underlining was used in the original document to indicate sections that were added. Due to limitations of the wiki, those areas are red instead of underlined.

Consider the PDF the authoritative document. (3.25.10-Lippe)

BYLAWS OF Good Harvest Cooperative Approved at the annual meeting held March 3, 1996

ARTICLE I OFFICES

SECTION 1. NAME

The legal name of the corporation (hereinafter referred to as the corporation) is Good Harvest Cooperative, Inc.

SECTION 2. PRINCIPAL OFFICE

The principal office of the corporation shall be located at 58 East 4th Street, County of New York, New York.

The corporation may change the location of its principal office, or designate other offices within or without the state, as the business of the corporation may require, or as the board of directors may, from time to time, determine to be desirable.

ARTICLE II TYPE OF COOPERATIVE

SECTION 1. GENERAL

The Good Harvest Cooperative, Inc. shall be a non-stock general cooperative corporation as defined in section 3 of the Cooperative Corporations Law.

ARTICLE III MEMBERSHIP

SECTION 1. TERMS

Membership shall be open to any natural person who agrees to comply with the membership requirements which the Board of Directors may adopt by resolution. The Board of Directors may require the payment of a membership fee and/or membership dues. All members shall be issued a membership card which shall be a certificate of membership.

ARTICLE IV MEETINGS

SECTION 1. ANNUAL MEETING

The annual meeting of the membership shall be held in the month of March of each year, at time and place as the directors shall fix.

a. Purpose. The annual meeting shall be held for the purpose of electing the board of directors, and the transaction of any other proper business.

b. Notice. The membership shall be given notice stating the place, date and hour of the meeting. Such notice shall be [given not less than ten (10) nor more than fifty (50) days before the date of the meeting.] posted in the store not less than twenty (20) days before the date of the meeting. [If such notice is mailed it shall be sent pre-paid by first class and addressed to the member at his or her address as it appears on the official records of the corporation, unless the member has previously notified the secretary, in writing, that notices should be mailed to him or her at another address, in which case the notice shall be mailed to that address. Notice of any annual meeting may be waived by the submisison by a member entitled to vote at such meeting of a signed waiver either before or after the meeting, or by attendance at the meeting.]

SECTION 2. BOARD MEETINGS

The Board of Directors shall meet on a monthly basis on such dates as at shall appoint and at such times as it by resolution, shall fix. The membership shall be given notice of each such meeting prior to such meeting. The directors shall inform those members who shall be present of the nature of such business to come before the directors and receive the advice of the members on such matters. The portion of the Board of Directors meeting that is devoted to receiving the advice of the members shall be known as the general meeting and is not in any wayintended to be one of “the meetings of the membership” that is referred to elsewhere in these bylaws. The members who gather to give advice to the directors may choose to vote in order to express their support or opposition for any of these issues that have come before the meeting.

SECTION 3. QUORUM

A quorum for all meetings of the directors shall be one-third of the directors. A quorum for all meetings of the membership, including the annual meeting, shall also be one-third. If a quorum is present, the affirmative vote of a majority of members, represented at the meeting and entitled to vote, shall be the act of the members unless the vote of a greater number is required by the Business Corporation Law, the Certificate of Incorporation, or these Bylaws. Notwithstanding the above provisions of this section, if a special meeting for the election of directors is called pursuant to Section 603 of the Business Corporation Law, a majority of the members in attendance, regardless of whether they are sufficient to be deemed a quorum, shall be sufficient for the purposes of electing directors only.

The members present at a duly called or held meeting at which a quorum is initially present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action is approved by at least a majority of the members required to constitute a quorum. If less than a quorum of members entitled to vote is present, those shareholders present may vote to adjourn the meeting to some future time. At such adjourned meeting, any business which may have been transacted at the meeting, as originally called, may be transacted. The secretary shall send notice of the date, place and time of the adjourned meeting to all members entitled to vote who were absent from the original meeting at least three (3) days before the date of the adjourned meeting.

SECTION 4. VOTING AND VOTING AGREEMENTS

Every member entitled to vote at a meeting may vote at such meeting in person, except the Annual Meeting [or by proxy]. Each member entitled to vote shall be entitled to one vote.

SECTION 5. PROXIES

All votes shall be cast in person and no proxy voting is permitted except at and only at annual meetings. Every member may authorize another person or persons to act for him or her by proxy in all matters in which a shareholder is entitled to participate. Every proxy must be signed by the member or his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it except as otherwise provided in Section 609 of the Business Corporation Law.

ARTICLE V DIRECTORS

SECTION 1. NUMBER, QUALIFICATION, TERM AND MANNER OF ELECTION

There shall be a Board of Directors consisting of five (5) [seven] persons elected by the membership at the annual meeting. A director shall not be less than eighteen (18) years of age when elected. Board members must be members of the co-op, and members in good standing.

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 a term of three years. Thereafter, all directors shall serve a term of three years. At each annual meeting of the members, the directors shall be elected by a plurality vote except as otherwise prescribed by law.

SECTION 2. DUTIES AND POWERS OF THE BOARD OF DIRECTORS

All business of the corporation shall be managed by the board of directors. The directors shall in all cases act as a board, regularly convened. The directors may adopt such rules and regulations for the conduct of their meeting and the management of the corporation as they may deem proper, provided that they do not act in a manner inconsistent with the laws of New York, the Certificate of Incorporation of the corporation, or these Bylaws.

SECTION 3. VOTING

Each director shall be entitled to one vote.

SECTION 4. VACANCIES AND REMOVAL OF DIRECTORS; RESIGNATION

Directors shall be subject to removal upon charges as provided in Section 63 of the Cooperative Corporations Law.

Any vacancy occurring in the board, for any reason, shall be filled within 30 days, or at the next regularly scheduled meeting of the board, whichever occurs first. A majority of the remaining directors shall elect the person to fill the vacancy. The director so chosen shall hold office for the remainder of the term of his or her predecessor and until his or her successor has been elected and qualified.

Any director may resign his or her office at any time. Such resignation shall be in writing and shall be effective upon its receipt by the secretary of the corporation.

ARTICLE VI OFFICERS

SECTION 1. OFFICERS AND QUALIFICATIONS

There shall be the following officers of the corporation: President, Vice-President, 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.

The President and the Vice-President shall be, at the time of election, on the board of directors of the corporation.

SECTION 2. ELECTION AND TERM OF OFFICE

All officers of the corporation shall be elected by the Board of Directors at the annual meeting held in March. All officers shall hold office from the date they are elected until the next annual meeting of the membership at which their successors are elected and have been qualified, or until they have been removed or have resigned pursuant to these Bylaws.

SECTION 3. REMOVAL AND RESIGNATION OF OFFICERS

Any officer may be removed, either with or without cause, by the vote of two-thirds of the board of directors present and voting at a meeting held after due written notice to all members of the corporation setting forth the proposed action, the charges upon which it is based, and the purposes of the meeting.

Any officer may resign at any time upon written notice to the corporation given to the chairperson of the board, the president, or the secretary of the corporation. Any such resignation shall take effect on the day of receipt of such notice or at any other time specified herein.

The provisions of this section are subject to the terms of any duly authorized written employment contract entered into by the corporation and any officer of the corporation.

SECTION 4. VACANCIES

All vacancies in any office shall be filled within 30 days by the board of directors, either at their regular meeting, or at a special meeting called for that purpose.

ARTICLE VII SEAL

SECTION 1. SEAL

The seal of the corporation shall be as follows:

ARTICLE VIII TAX YEAR

SECTION 1. DATE

The tax year of the corporation shall end on December 31 of each year, and begin on the next succeeding day, or shall be for such other period of time as the board of directors may from time to time designate with the consent of the Department of Taxation and Finance of New York and the Internal Revenue Service, if such consent is required.

ARTICLE IX BILLS, NOTES, ETC.

SECTION 1. EXECUTION

All bills payable, notes, checks or other negotiable instruments of the corporation shall be made in the name of the corporation and shall be signed by those officers directed to do so by the board of directors. No officer or agent of the corporation shall, either singly or jointly with others, have the power to make any bill payable, note, check, draft or warrant or other negotiable instrument, or endorse the same in the name of the corporation, or contract, or cause to be contracted, any debt or liability in the name of or on behalf of the corporation except as may be authorized by the board of directors, or by these Bylaws.

ARTICLE X INDEMNIFICATION

SECTION 1. INDEMNIFICATION RIGHTS

The Good Harvest Cooperative, Inc. shall indemnify and hold harmless any individual who has served or who is serving as an officer or board member 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 wilful misconduct of the officer or Board member.

The indemnification and advancement of expenses granted pursuant to, or provided by, the Business Corporation Law shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled. The corporation is authorized to provide for indemnification and advancement of expenses of directors and officers of the corporation by (i) a resolution of members, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, pursuant to, and in accordance with, the provisions of Section 721 of the Business Corporation Law.

ARTICLE XI CO-OP OPERATION

SECTION 1. RESERVES AND PATRONAGE REFUNDS

The directors shall periodically set aside reasonable sums for reserves. The net retained proceeds of the coop, after expenses and a reasonable allowance for reserves, may be distributed at least once every twelve months to members, or patrons, by uniform distribution and calculated on such bases as the directors, by resolution, may fix. The directors may from time to time adopt rules and regulations for such distributions, provided, however, that no rule or regulation shall provide that the cash portion of any such patronage refund shall exceed the proportion of refund permitted under the applicable provisions of the Internal Revenue Code.

ARTICLE XII AMENDMENTS

SECTION 1. MANNER OF AMENDMENT

These Bylaws may be altered, amended, repealed or added to by the affirmative vote of two-thirds of the directors or of the membership voting thereon at a meeting held after due written notice setting forth the proposed action and purpose of the meeting. Any amendment adopted by the Board shall be reported to the Annual Meeting of the Corporation and, if not affirmatively approved thereat, shall cease to be in effect.

Certification

This is to certify that the foregoing is a true and correct copy of the Bylaws of Good Harvest Cooperative and that such Bylaws were duly adopted by the membership at the first annual meeting of the corporation dated the 3rd day of March, 1996.

Dated: ______ ________________ , Secretary

Note: Sections underlined were added to the draft proposal at 1996 Annual Meeting; sections in brackets were deleted from draft proposal. Several sections were struck from the draft proposal, these are shown below.

Sections struck from draft proposal at 1996 Annual Meeting

ARTICLE XI. CO-OP OPERATION

SECTION 1. OPERATIONS

Except as otherwise provided herein, the administration and operation of the co-op shall be vested in the directors. The directors may, by resolution, adopt rules and regulations covering operation of the coop, including, without limitation, work requirements for members, accounting and bookkeeping procedures, and disciplinary actions against members, rules and regulations concerning the admission of members, and concerning any other matters they deem appropriate.

ARTICLE IV MEETINGS

SECTION 1. PLACE OF MEETING

All meetings of the membership shall be held at the principal office of the corporation, or at such other place as may be determined by the board of directors, as stated in the notice of meeting.

SECTION 7. CONSENT TO ACTION WITHOUT MEETING

Any action which may be taken at any annual or special meeting of the members may be taken without a meeting and vote upon written consent, setting forth the action taken, and signed by the members entitled to vote on such action.

SECTION 8. INSPECTORS OF ELECTION

The board of directors, in advance of any meeting of members, may appoint one or more inspectors of election to act at the meeting or any adjournment thereof. The inspectors shall determine the existence of a quorum, the validity of all proxies, shall receive all votes, and do all other acts which are proper to conduct the election or vote.

ARTICLE V. DIRECTORS

SECTION 5. COMMITTEES

A majority of the entire board of directors may designate, from its members, an executive or other committee as deemed necessary by the board. Each committee shall consist of no less than three (3) members, all of whom shall be directors of the corporation. Each committee shall fix its own rules and procedures, but in every case a majority of its members shall be necessary to constitute a quorum. The affirmative vote of a majority of the members present at a meeting at which a quorum is present shall be necessary to adopt any resolution. All actions undertaken by any committee shall be reported to the board of directors at the next meeting of the board, and shall be subject to revision or alteration by the board. Each committee shall serve at the pleasure of the board of directors. The members of each committee shall receive such compensation for their services as the board of directors may, from time to time, determine and fix.

The executive committee shall have the power and authority of the board of directors in the management of the corporation to the extent provided in the resolution establishing the executive committee and to the extent such power and authority may be delegated under the laws of New York.

ARTCILE VI OFFICERS

SECTION 4. DUTIES OF OFFICERS

The duties and powers of the officers of the corporation shall be as follows, or as hereafter determined by resolution of the board of directors:

a. President. The president shall preside at all meetings of the board of directors and all meetings of the members; shall present at each annual meeting of the shareholders and directors a report on the condition of the corporation's business; shall call regular and special meetings of the members and directors as required by these Bylaws or the laws of New York; shall appoint, discharge, and determine the compensation of all employees and agents of the corporation, other than the elected officers, subject to the approval of the board of directors; shall sign and execute all contracts in the name of the corporation, and all notes, drafts and other orders for the payment of money; shall cause all books, reports, statements, and certificates to be properly kept and filed as required by law; shall enforce these Bylaws and perform all the duties which are incident to his or her office and as required by law; and shall supervise and control the business and affairs of the corporation.

b. Vice President. If the president is incapacitated, absent, or otherwise unable to perform his or her duties or exercise his or her powers as set forth in these Bylaws, then the vice president shall perform and exercise the same. When so acting, the vice president shall have all of the powers, and be subject to all of the responsibilities, given to or imposed upon the president. In the event there are two or more vice presidents, the one senior in order of election shall exercise these powers.

c. Secretary. The secretary shall keep minutes of meetings of the directors and the members in appropriate books; shall give and serve all notices of the corporation as required by these Bylaws or by the laws of New York; shall present to the board of directors at its meetings all communications addressed to him or her officially by the president, or any officer of the corporation; and shall perform all duties incident to the office of secretary.

In addition, the secretary shall have custody of the seal of the corporation. At such times as he or she is directed by the board of directors, or when a document has been signed by the president or vice president pursuant to their authority under these Bylaws, the secretary shall affix the seal of the corporation to such document and attest to the same with his or her signature.

d. Treasurer. The treasurer shall have the care and custody of, and be responsible for, all the funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, of safe deposit vaults as the board of directors may designate; shall sign, make and endorse in the name of the corporation all checks, drafts, warrants, and other orders for the payment of money, and pay out and dispose of same as directed by the president or the board of directors; shall keep accurate books of account of the business and transactions of the corporation and exhibit them to any director of the corporation upon request during normal business hours of the corporation; shall render a full report on the financial condition of the corporation at each regular meeting of the board of directors, and at such other times as may be required by him or her; shall give a full report on the financial condition of the corporation at the annual meeting of members; and shall perform all other duties incident to the office.

The treasurer shall give to the corporation a bond as security for the faithful discharge of his or her duties if requested to do so by the board of directors, in the amount designated by the board of directors.

ARTICLE XI CO-OP OPERATION

SECTION 1. OPERATIONS

Except as otherwise provided herein, the administration and operation of the co-op shall be vested in the directors. The directors may, by resolution, adopt rules and regulations covering operation of the coop, including, without limitation, work requirements for members, accounting and bookkeeping procedures, and disciplinary actions against members, rules and regulations concerning the admission of members, and concerning any other matters they deem appropriate.