BYLAWS OF THE CLEVELAND SOLAR COOPERATIVE

Initial Bylaws Approved by the Cooperative’s Members on May 24, 2020

These Bylaws Last Revised and Adopted by the Cooperative’s Members on May 18th, 2024
 

PREAMBLE

These are the Bylaws of the Cleveland Solar Cooperative. We are a cooperative committed to a Just Transition to a clean energy economy, which requires:

i. Democracy and Self-Determination: Communities must democratically shape the energy sector and have long-term access to and control over energy, so that we can build wealth, health, and jobs for ourselves and future generations; and

ii. Centering Frontline Communities: We must build power among – and center the needs of – low-income communities, communities of color, and frontline communities that have been disproportionately harmed by our fossil fuel economy.

All Members agree to the above Commitment to a Just Transition. As this Commitment represents core values of the Cooperative, decisions made by Cleveland Solar Cooperative or any ambiguity in these Bylaws should be considered and interpreted in light of this Commitment.
 

ARTICLE 1: GENERAL

1.1     Name. The name of this cooperative is Cleveland Solar Cooperative (also referred to as “the Cooperative” or “CSC” in these Bylaws). It is a cooperative association organized under Ohio’s cooperative statute, Ohio Revised Code chapter 1729 (ORC § 1729). This law includes many of the rules that govern Cooperative Corporations in Ohio.

Mission and Purposes.  The governance, financial, and other provisions of these Bylaws must be understood in the context of the Cooperative’s mission and purpose, which go far beyond the provision of electrical power.

Mission. The Cooperative was formed to build “power” in many senses of the word. The overarching mission of the Cooperative is to help achieve a just transition to a clean energy economy by enabling Greater Cleveland area residents to own and shape their energy future. The Cooperative envisions a world where everyone has secure, long-term, affordable access to clean electrical power, and our journey toward that vision has implications for our lives, jobs, communities, and economies.

Purposes. The Cooperative shall operate on a cooperative basis for the mutual benefit of its Members for the following purposes:

To provide centralized purchasing and financing services relating to solar energy, energy efficiency, and sustainable products and services for its Members;

To facilitate the process of identifying, facilitating, and implementing solar energy, and energy efficient and sustainable projects and services that are located in the communities of and/or are available to its Members;

To build community financial power through Member investment and aggregated buying power;

To connect communities and build power through the proliferation of energy democracy;

To engage in any other activity for which a cooperative association may be organized under Ohio Revised Code Chapter 1729 (the “Act”).

1.3     Principal Place of Business. The principal place of business of the Cooperative shall be in the City of Cleveland, Cuyahoga County, Ohio, or such other place as the Board of Directors may from time to time determine.  
 

ARTICLE 2: MEMBERSHIP

2.1     Member Records. The Cooperative shall maintain a membership register at its Principal Office or at the office of a duly appointed agent of the Cooperative setting forth the name, address, and membership interest of each Member. The membership register shall be modified from time to time to reflect the admission of new Members and the resignation or termination of former Members.

2.2     Qualification of Members. Individuals or entities who:
(i) Patronize or otherwise contribute their resources to the Cooperative under conditions established by the Board of Directors; and
(ii) reside or (with respect to entities) have their principal place of business in Ohio; and
(iii) are eligible to become a Membership Stockholder of the Cooperative may, upon approval by the Board of Directors, become Members of the Cooperative by:

Becoming the holder of one share of Membership Stock of the Cooperative (“Membership Stock,” also referred to as “Common Stock”);

Entering into a Membership Agreement with the Cooperative in a form specified and approved by the Board of Directors from time to time; and

Meeting any other membership criteria or requirements established from time to time by the Board of Directors.

The Cooperative’s Board of Directors may delegate authority to accept membership applications to a committee or to management of the Cooperative with such limits on authority as the Board of Directors may determine.

2.3     Classes of Members. At its discretion, and in accordance with the Cooperative’s Articles of Incorporation (the “Articles”), the Board of Directors is granted the right to establish new classes of Members from time to time by written resolution which shall fix the qualification and privileges of any new Member class.

2.4     Duties of Members. The only duties of the Members to the Cooperative or to each other with respect to the Cooperative shall be those established in these Bylaws and in the Member Agreement or any other contractual agreement between a Member and the Cooperative, and there shall be no other express or implied duties of the Members to the Cooperative or to each other with respect to the Cooperative.

2.5     Rights of Members. Members have core control over the Cooperative through their election of the Board of Directors and through voting on Member decisions. Members have the right to elect the Cooperative’s Board of Directors as described in these Bylaws, to attend meetings of the Board of Directors, to receive notice of and attend Member Meetings, to petition the Board of Directors as described in these Bylaws, to vote on all matters submitted to the Members, and to approve amendments to the Articles and these Bylaws. Each individual or entity Member shall have one vote and no more on all matters submitted to the Cooperative’s Members.

2.6     Certificates for Membership. Membership in the Cooperative shall be certificated by Membership Stock or another form of certification as determined by the Board of Directors.

2.7     Termination of Membership Upon Termination of Member Agreement. If the Member Agreement of a Member is validly terminated pursuant to the terms of the Member Agreement, these Bylaws, or applicable law, the membership of the affected Member shall likewise be terminated effective as of the termination of the Member Agreement.

2.8     Consequences of Membership Termination.

If the Board of Directors finds that any Membership Stock of the Cooperative has come into the hands of any person who is not eligible to own Membership Stock or who has otherwise become ineligible for membership in the Cooperative, the Board of Directors shall have the right to redeem the Membership Stock in cash, debt, or equivalent, at an amount equal to its stated value. Upon such redemption or conversion, such ineligible holder of Membership Stock shall cease to be a Member of the Cooperative and shall cease to have voting rights in the Cooperative. Further, upon such redemption or conversion, the Board of Directors shall have the right, but not the obligation, to terminate such ineligible holder’s rights and obligations under any contract with the Cooperative; provided, however, that nothing herein or in any such contract shall give the ineligible holder any right to have such rights and obligations so terminated.

In exercising its right to redeem or to convert the Membership Stock under the preceding paragraph, the Cooperative may cancel the certificate or certificates of such Membership Stock on its books if the holder fails to deliver the certificate or certificates evidencing such Membership Stock to the Cooperative.

Other than as provided in Section 2.8(a), the termination of membership or other action taken by the Cooperative with respect to a Member or the Member’s Membership Stock shall not modify the obligations and liabilities of any holder thereof to the Cooperative under any contract between the holder and the Cooperative, nor impair the rights of the Cooperative under such contracts.

2.9     Member Dues. The Board of Directors may establish membership dues from time
to time (the “Member Dues”) and as further described in the Member Agreement.

2.10     No Capital Calls. No Member shall be required under any circumstances to contribute additional capital to the Cooperative except as provided in Article 3 of these Bylaws, even if the funds of the Cooperative are insufficient to meet its operating expenses or the Cooperative incurs or experiences losses.

2.11     Loans. The Cooperative may, as determined by the Board of Directors, borrow money from one or any of the Members or third persons. Subject to the limitations set forth in these Bylaws, a Member may lend money to and transact other business with the Cooperative.  Subject to any applicable law, such Member has the same rights and obligations with respect thereto as a third party non-member. Any loan by a Member to the Cooperative with the required approval of the Board of Directors shall be separately entered on the books of the Cooperative as a loan to the Cooperative and not as a capital contribution by the lending Member, shall bear interest at such rate as may be mutually agreed upon by the lending Member and the Board of Directors, and shall be evidenced by a promissory note duly executed on behalf of the Cooperative and delivered to the lending Member. Such interest and repayment of the amounts so loaned may be secured by the assets of the Cooperative and shall be entitled to priority of payment over the division and distribution of Patronage Refunds among Members.

2.12     Withdrawal of Capital. No Member shall have the right to withdraw any part of its Patrons’ Equities allocated pursuant to Section 3.1 prior to the dissolution of the Cooperative, except as provided in these Bylaws. No Member shall have the right to receive any interest on its Patrons’ Equities. Each Member expressly waives the right (if any) to bring an action for partition of any property in which the Cooperative may have an interest.

Limits on Cost of Capital. Dividends paid on Preferred Stock issued by the Cooperative (“Preferred Stock”) shall not exceed five percent (5%) annually on the value of the consideration for which the stock was issued. Dividends on Preferred Stock shall be noncumulative.
 

ARTICLE 3: PATRONAGE AND CAPITAL RESERVES

3.1    Cooperative Operation.

a. Operation on Patronage Basis. The Cooperative shall be operated on a  cooperative or patronage basis, with net income and losses allocated on the  basis of patronage and with voting by Members in accordance with the Articles  and these Bylaws. Upon conducting Patronage Business with the Cooperative,  each Member who is a Patron shall be entitled to Patronage Refunds as defined  in this Article 3 arising out of such Patronage Business.

b. Patrons; Patronage Business; Nonpatronage Business; Patrons’ Equities. As  used in this Section 3.1, the following definitions shall apply:

i. The term “Patron” means any Member of the Cooperative who conducts  business with the Cooperative on a patronage basis. The Cooperative shall conduct all business with Members on a patronage basis unless  
otherwise specifically provided in writing. The Cooperative shall not conduct business with non-Members on a patronage basis unless it expressly agrees to do so in writing prior to conducting such business.

ii. The term “Patronage Business” means business done by the Cooperative  with or for Patrons, including, but not limited to, goods, commodities, or services marketed, procured, produced, or sold to or for Patrons. Patronage Business does not include the purchase of capital stock or
similar investment by Members in the Cooperative.

iii. The term “Nonpatronage Business” means business done by the Cooperative that does not constitute Patronage Business

iv. The term “Patrons’ Equities” refers to all non-cash equities held by the  Cooperative for a Patron in the form of capital contributions (excluding   Membership Stock), allocated Patronage Refunds (e.g., written notices of  allocation), and any other Equity Credits issued by the Cooperative. Patrons’ Equities shall not include investment equities held by Members or non-members in the form of preferred stock or other similar instruments.


c. Determination of Net Income from Patronage Business. The net income from Patronage Business for each fiscal year shall be calculated as follows:

i. Gross Receipts. The Cooperatives’ gross receipts consist of all proceeds of goods, commodities, or services marketed, procured, produced, or sold by the Cooperative. In determining gross receipts, there shall be taken into account the Cooperative’s share of the net income of any entity that is disregarded for tax purposes in which the Cooperative owns an equity interest (“Disregarded Entity”).

ii. Margins. Margins. The Cooperative’s “Margins” is determined by deducting from Gross Receipts the sum of all costs, expenses, and other charges excludable or deductible from the Cooperative’s gross income. Such deductions include all expenses and costs of commodities, goods, or services marketed, produced, or sold by the Cooperative, including without limitation: (a) such amounts of depreciation, cost depletion and amortization as may be appropriate; (b) debt service; (c) contractually committed costs; (d) amounts incurred for the promotion and encouragement of cooperative organization; (e) the Cooperative’s share of any net losses from any disregarded entity in which the Cooperative has an ownership interest; (f) taxes other than taxes based on income;  and (g) reasonable and necessary additions to reserves for depreciation, depletion, obsolescence of physical property, doubtful accounts and other valuation reserves; all established and computed according to accounting principles that the Cooperative consistently uses to determine its net income.

iii. Net Income from Patronage Business. The Cooperative’s net income from Patronage Business is determined by deducting from the Cooperative’s Margins the following:

1. An amount for unallocated Capital Reserves that is necessary or desirable to ensure the solvency and financial stability of the Cooperative, as determined by the Board of Directors in a manner consistent with Section 3.1(k). These reserves may not be excessive and must be in accord with accounting conventions that are reasonably applicable to the Cooperative’s business. The amount deducted under this clause must be added to the Cooperative’s Capital Reserves.

2. Any amount declared by the Board of Directors for dividends on the Cooperative’s Preferred Stock;

3. The actual amount of income and related taxes that the Cooperative is required to pay; and

4. Any remaining net income attributable to Nonpatronage Business.

d. Allocation of Patronage Income. The Cooperative’s Net income from Patronage Business for each fiscal year, less any losses as provided in this Section 3.1 and any amounts thereof that are otherwise allocated in dissolution pursuant to Article 7 and amounts allocated to the Cooperative’s capital reserve pursuant to Section 3.1(k), is Patronage Income and shall be allocated among the Patrons in the ratio that the quantity or value of the business done with or for each such Patron bears to the quantity or value of the business done with or for all Patrons (each, a “Patronage Refund”).

e. Distribution of Patronage Refunds. Patronage Income allocated to Patrons pursuant to Section 3.1(d) shall be distributed annually or more often to Patrons as a Patronage Refund during a period beginning with the first day of the fiscal year and ending with the fifteenth day of the ninth month following the close of such year; provided, however, that no distribution need be made where the amount otherwise to be distributed to a Patron is less than a de minimis amount, as established from time to time by the Board of Directors.

f. Form of Patronage Refunds. Patronage Refunds shall be distributed in cash, written notices of allocation, other Equity Credits (as defined in the Articles), or any combination thereof designated by the Board of Directors.

g. Written Notice of Allocation. The non-cash portion of a Patronage Refund distribution shall constitute a written notice of allocation as defined in 26 U.S.C. Section 1388 which shall be designated by the Board of Directors as a qualified written notice of allocation, as a nonqualified written notice of allocation, or any combination thereof as provided in that section.

h. Treatment of Patronage Losses.

i. Methods for Handling Patronage Losses. If the Cooperative incurs a net loss in any fiscal year from Patronage Business, the Cooperative may take one or more of the following actions:

(1) Offset all or part of such net loss against a capital reserve account;

(2) Carry back or carry forward all or part of the loss to past or future years in accordance with Generally Accepted Accounting Principles and Ohio or federal tax law;

(3) Establish accounts payable by Patrons that may be satisfied only out of any future amounts that may become payable by the Cooperative to each such Patron; or

(4) Cancel outstanding Patrons’ Equities.

ii. Allocation of Net Loss Among Member Patrons. Any cancellation of Patrons’ Equities and/or establishment of accounts payable pursuant to this Section 3.1(h) shall be made among the Patrons consistent with the allocation of net income to Patrons from Patronage Business for the fiscal year of the patronage loss.

iii. Board Discretion. The provisions of this Section 3.1(h) shall be implemented by the Board of Directors, having due consideration for all of the circumstances which caused the net loss, in a manner that it determines is both equitable and in the overall best interest of the Cooperative.

iv. No Cash Assessments against Members or Non-Member Patrons. There shall be no right of cash assessment against Members or non-member Patrons for the purpose of restoring impairments to equities caused by net losses.

i. Nonmembers Not Entitled to Patronage Refunds. Nonmembers of the Cooperative are not entitled to Patronage Refunds.

j. Revolvement of Patrons’ Equities is Discretionary. No person or entity shall have any right whatsoever to require the retirement or redemption of any Patrons’ Equities. The redemption or retirement of Patrons’ Equities is solely within the discretion of and on the terms as described by the Board of Directors from time to time. The Board of Directors shall adopt and maintain in writing a redemption policy to guide the retirement or redemption of Patrons’ Equities.

k. Capital Reserve. The Board of Directors shall cause to be created an unallocated capital reserve against which the Cooperative may charge losses and other purposes for which a reserve is necessary or desirable, and may, in its discretion, annually add to the capital reserve the sum of the following amounts:
 
i. The annual net income of the Cooperative attributable to Nonpatronage Business; and

ii. Annual net income attributable to Patrons who are unidentified or to whom the amount otherwise to be distributed is less than the de minimus amount provided in Section 3.1(f); and

iii. An amount not to exceed 20% of the distributable net income from Patronage Business, provided that a determination as to a specific amount is made prior to the first day of any fiscal year, and further that the amount is set at 10% for any fiscal year for which the Board of Directors does not make a determination prior to the first day of such year. The discretion to credit distributable net income to a capital reserve shall be reduced or eliminated with respect to the net income of any period following the adoption of a Board of Directors resolution that irrevocably provides for such reduction or elimination with respect to such period.

l. Allocation and Distribution of Nonpatronage Income and Loss.

i. Nonpatronage Income. The Board of Directors shall have the discretion to allocate and distribute to Patrons amounts of the Cooperative’s annual net income attributable to Nonpatronage Business that would otherwise be added to the capital reserve pursuant to Section 3.1(k). Amounts so allocated to Patrons shall be made on a Patronage Basis using such method as the Board of Directors determines to be reasonable and equitable.  

ii. Nonpatronage Loss. If the Cooperative incurs a net loss on its Nonpatronage Business, such net loss generally shall be chargeable against the Cooperative’s capital reserve unless and to the extent the Board of Directors, giving due consideration for the circumstances giving rise to such net loss, determines that it is reasonable and equitable to allocate all or part of such a net loss to Patrons. Any such loss allocated to Patrons shall be charged against Patrons’ Equities or subsequent years’ net income from Patronage Business.

3.2    Separate Allocation Units

a. Establishment of Allocation Units. Allocation units may be established by the Board of Directors from time to time by a simple majority vote on a reasonable and equitable basis for purposes of determining and allocating the net income, gains, expenses and losses of the Cooperative. Allocation units may be established based on membership classes, purchasing groups, joint venture initiatives, categories of services, or other business arrangements, or they may be based on any other functional, divisional, departmental, geographic or other criteria as determined by the Board of Directors. If more than one allocation unit is established, the Board of Directors shall adopt such reasonable and equitable accounting procedures as will, in the judgment of the Board of Directors, equitably allocate among the allocation units the Cooperative’s income, gains, expenses and losses.

b. Board of Advisors. The Board of Directors may also create a committee to serve as a board of advisors (each a “Board of Advisors”) for any such separate allocation pool or for a group of related allocation units, with the number of advisors, method of election of advisors, and rules and procedures governing any Board of Advisors’ activities to be established by the Board of Directors.

c. Board Authority. In all cases, the Board of Directors shall have the authority to dissolve or re-organize any of the separate allocation units within the Cooperative, subject to the provisions of any written agreement between the Cooperative and the Patrons of the separate allocation units.

3.3    Consent. Each prospective member which hereafter applies for and is accepted to membership in the Cooperative and each Member of the Cooperative as of the effective date of this bylaw who continues as a Member after such date shall, by such act alone, consents that the amount of any Patronage Refunds which are made in qualified written notices of allocation (as defined in the Internal Revenue Code of 1986, as amended) (the “Code”), and which are received by the Member from the Cooperative, will be taken into account by that Member at their stated dollar amounts in the manner provided in the Tax Code in the taxable year in which such written notices of allocation are received by the Member. The Tax Code in effect at the time of the adoption of these bylaws provides that Patronage Refunds that are attributable to personal, living, or family items, or meet any other applicable exemption in the Tax Code, may not be included in a Member’s gross income.

3.4    Consent Notification to Members and Prospective Members. Written notification of the adoption of Section 3.3, a statement of its significance and a copy of the provision shall be given separately to each Member and prospective member before being approved for membership in the Cooperative.

 

ARTICLE 4: MANAGEMENT OF THE COOPERATIVE

4.1     General Powers. The business and affairs of the Cooperative will be managed under the direction of the Board of Directors, which may exercise all powers of the Cooperative and do all things that are not required to be exercised or done by the Members under the Act, the Cooperative’s Articles of Incorporation, or these Bylaws; including, without limitation, the authority and power to establish and issue one or more than one series of Preferred Stock of the Cooperative, to set forth the designation of such stock, and to fix the relative rights, preferences, privileges and limitations of each such series of Preferred Stock subject to the provisions of the Act.

4.2    General Duties. The primary role of the Board of Directors is to create and oversee a system of participatory and inclusive governance and operations. The Board of Directors will provide ongoing oversight of the activities and internal mechanics of the Cooperative. This will include, without limitation:

a. Approving an annual budget;

b. Regularly reviewing financials and financial decisions, including contracts for Cooperative expenditures exceeding budgeted amounts by $500 or more, changes to staff compensation, and periodic budget review;

c. Monitoring compliance with the law;

d. Reviewing and approving internal policies of the Cooperative, including policies on how Cooperative activities are determined; and

e. Exercising general oversight over Cooperative activities.

4.3     Election; Number; Term of Office. From and after the term of the Initial Board, the number of Directors (the “Directors”, and each a “Director”) that shall constitute the whole Board of Directors shall be a minimum of five (5) and a maximum of nine (9).The term of each Director shall be two (2) years, except that in the initial election, the Board of Directors may provide for staggered terms so that approximately an equal number of Director positions come up for election each year. Each Director shall hold office until such Director’s successor shall have been elected at the conclusion of the term of office of such Director, or until the earlier death, resignation, removal or disqualification of such Director. Each Director’s term shall commence upon their election and terminate at the first annual meeting held following the second fiscal year after their election and upon their successor’s election and qualification.

Directors may serve unlimited terms so long as no more than four (4) terms are served consecutively by any one Director.

4.4     Board Composition.

The Cooperative’s Board of Directors shall be composed of:

a. One (1) seat reserved for a representative of Cleveland Owns, an Ohio nonprofit corporation, to be appointed by the other Directors. The appointment of a representative of Cleveland Owns is contingent on Cleveland Owns continuing to operate in accordance with the Cooperative’s values. In the event that Cleveland Owns dissolves, this seat will become a fifth at-large seat.

b. Four (4) at-large seats each elected by a majority vote of the Cooperative’s Members;

c. Up to four (4) Cooperative Project Board Seats each to be filled by a representative of an Eligible Project (as defined in Section 4.7) as they are established. In the event there are more than four (4) Eligible Projects, the Board of Directors may consider and recommend a policy for how to represent the interests of all Eligible Projects on the Board.

4.5    Board Elections. All Directors, other than Cleveland Owns, shall be elected at a duly held Regular Member meeting or Special Member Meeting. The Board of Directors will approve and disseminate a clear process for holding elections which shall include:

a. A process for soliciting nominations;

b. Opportunities for candidates to communicate with Members;

c. A voting process that encourages participation; and

d. A ranked-choice voting system that allows Members to rank at least their top three choices for each Board seat for which they are voting.

As much as possible, Members and the Board of Directors will actively recruit, encourage, support, and nominate people form frontline communities disproportionately harmed by the fossil fuel economy.

4.6     Board Qualifications. All Directors must be a Member of the Cooperative or an elected or appointed representative of a non-individual Member of the Cooperative, except that up to 20% of the Board of Directors may consist of Directors who are neither Members nor representatives of Members so long as such Director is elected by an affirmative vote of two-thirds of the Members present and voting.

The Board of Directors may from time to time establish other reasonable policies and procedures governing the election or appointment of Directors, and reasonable eligibility criteria for qualification of persons serving on the Board of Directors.

4.7     Eligible Cooperative Project Board Seat.

a. “Cooperative Project” or “Project” refers to a potentially revenue-generating initiative organized and operated by the Cooperative or through one of its subsidiaries.

b. The Board of Directors shall create and adopt criteria whereby a Cooperative Project becomes eligible for a Cooperative Project Board Seat which shall be revised from time to time according to the evolving needs of the Cooperative. Each Cooperative Project determined to be so eligible is referred to as an "Eligible Project" in these Bylaws.

c. Each Board Member elected to represent an Eligible Project shall reside close to, and at least within two miles from where the Project’s assets are located and/or where the majority of the Project’s work takes place.

d. Before an Eligible Project Board representative is elected, the existing Board of Directors will solicit nominations for that Cooperative Project Board Seat from Cooperative Members who have financially supported that Project.

e. If an Eligible Project ceases to become eligible for a Cooperative Project Board Seat according to the criteria adopted by the Board pursuant to this Section 4.7, that Cooperative Project Board Seat will be eliminated and the Board Member occupying that seat will step down from the Board.

4.8    Board Committees. Board committees are small, specialized teams that can be formed to research a particular issue or perform a particular task that the Board identifies. The Board may designate one or more committees with each committee consisting of two (2) or more Directors and any additional non-Director Members as the Board decides is advisable or appropriate. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified committee members. To the extent authorized by the Board of Directors, a committee may exercise all the power and authority of the Board of Directors in the management of the Cooperative, but no committee will have the power or authority to:

a. Amend the Articles;

b. Amend these Bylaws;

c. Approve any action that, according to law, the Articles, or these Bylaws, requires approval by Cooperative Members;

d. Fill vacancies on the Board of Directors or on any committee;

e. Fix compensation for Directors for serving on the Board;

f. Adopt an agreement of merger or consolidation;

g. Recommend to the Members the sale, lease or exchange of all or substantially all of the Cooperative’s assets;

h. Recommend to the Members a dissolution of the Cooperative or a revocation of a dissolution; or

i. Unless the Board of Directors, these Bylaws, or the Articles expressly give such authority, no committee will have the power or authority to declare a Patronage Refund or to authorize new Members.

Committees will keep regular minutes of their proceedings and report to the Board of Directors when required. If the Board of Directors does not designate a separate sub-committee to serve as the Audit Committee, then the Board of Directors as a whole shall serve as the Audit Committee.
    
4.9     Compensation of Directors. Directors may receive compensation for their services as a Director to the extent established by resolution of the Members. This limitation will not preclude Directors from receiving compensation for services in any other capacity. Directors will be reimbursed reasonable expenses for attending regular or special Board meetings, unless otherwise established by resolution of the Members.

4.10    Removal of Directors. A Director may be removed by Members using the process below. Prior to the vote or decision of removal, every Director subject to removal must be given a reasonable opportunity to provide a written statement to the Members voting on their removal, as well as all process guaranteed by ORC § 1729.28, as applicable.

a. Removal of At-Large and Eligible Project Directors. Any Member can set up a vote for the removal of an At-Large or Eligible Project Director elected by the Cooperative’s entire membership by submitting a petition for that Director’s removal to the Board of Directors signed by twenty percent of the Members. At Large and Eligible Project Directors may be removed by a vote of a majority of the Members.

b. Removal of Directors for Cause. The Board of Directors may remove any Director who has not attended three or more consecutive regular or special Board meetings without just cause.

c. Suspension of Directors for Cause. Without prior notice, the Board of Directors may suspend any Director for cause, so long as two-thirds (2/3) of the Directors, not including the Director subject to suspension, vote to approve the suspension. The Board of Directors will promptly notify the affected Director of the suspension and will provide an opportunity for the suspended Director to be heard at a meeting of the Board of Directors within thirty (30) days.

d. Removal of Cleveland Owns from the Board. If two-thirds (2/3) of Directors determines that Cleveland Owns has ceased to be a productive partner, it may remove the seat reserved for a representative of Cleveland Owns from the Board of Directors and replace it with an at-large Director seat.

4.11    Filling Vacancies left by Removed Directors.

a. In the event that a Director elected by the Cooperative’s entire membership is removed, the Board of Directors will elect a replacement Director within three (3) months to serve-out the rest of the term of the replaced Director.  If the removed Director was elected by Members in a district or other grouping, the Board of Directors may call a special meeting of the Members in that district or group to elect a replacement Director to fill the vacancy.

b. If the Board President is removed, the Treasurer shall act as President until the next annual meeting when the full slate of roles on the executive committee are elected. If the Treasurer or Secretary is removed, the Board of Directors will appoint any other sitting Board member to fill those roles until the next annual meeting, when the full slate of roles on the executive committee are determined.

4.12     Compensation. The Officers of the Cooperative who are employees of the Cooperative shall receive such compensation for their services as may be determined from time to time by the Board of Directors.

4.13     Liabilities of Directors. No Director shall be personally liable to the Cooperative or the Members for monetary damages for breach of fiduciary duty as a Director except:

a. for any breach of the Director’s duty of loyalty to the Cooperative;

b. for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or

c. for any transaction from which the Director derived an improper personal benefit.

No amendment to or repeal of this Section 4.13 shall apply to or have any effect on the liability or alleged liability of any Director for or with respect to any acts or omissions of such Director that occurred before such amendment or repeal.

4.14     Transactions with the Directors, Officers or their Affiliates. The Board of Directors, on behalf of the Cooperative, may enter into contracts with the Directors, Officers, or Members (or their affiliates), provided that any such transactions shall be on terms no more favorable to the Directors, Officers, or Members (or their affiliates) than generally afforded to non-affiliated parties in a similar transaction.

4.15    Officers. There shall be at least five Officers of the Cooperative, including:

a. Communications Chair
Also serves as Secretary. Responsible for meeting notes, public relations, digital communications and brand.

b. Politics and Policy Chair
Responsible for navigating Ohio policy and politics.

c. Governance Chair
Also serves as President. Responsible for overseeing participatory and democratic governance practices, overseeing elections.

d. Financial Chair
Also serves as Treasurer. Responsible for overseeing CSC’s financial health and providing financial reports to Members.

e. Membership Chair
Responsible for membership outreach and engagement.
 
These five Officer positions make up the Cooperative’s Executive Committee.

All Officers shall be Directors. Officer positions are elected annually by the Board of Directors at the first Board Meeting following a Board of Directors election.

4.16     Books and Records.

a. The Cooperative shall maintain complete and accurate books of account in accordance with GAAP, consistently applied, at the Principal Office. The Cooperative’s books shall be kept on the accrual method of accounting, provided that another method may be applied for financial statement reporting purposes with the advice of the Cooperative’s accountants.

b. The Cooperative shall keep at the Principal Office:

i. True and full information regarding the business and financial condition of the Cooperative;

ii. Copies of the Cooperative’s federal, state and local income tax returns and reports, if any, for each year;

iii. A current list of the full name and last known business, residence or mailing address of each Member and each Director, both past and present;

iv. Copies of the Articles and Bylaws of the Cooperative, including all amendments;

v. True and complete information regarding the amount of cash and a description of cash and a description and statement of the agreed value of any other property or services contributed by each Member and which each Member has agreed to contribute in the future, and the date on which each became a Member;

vi. Minutes of every meeting of the Members, the Board of Directors and committees, and any action taken by the Members, Directors and committees without a meeting; and

vii. Other information regarding the affairs of the Cooperative as is just and reasonable.

c. Upon reasonable written request, any Member or their authorized representative shall have the right to inspect and copy any of the Cooperative’s books and records required to be kept pursuant to Section 4.16(b), during ordinary business hours. The Member shall pay any actual costs of such inspection and copying (including costs of converting to written form records not kept in written form). Such inspection shall be conducted at a time and in a manner so as not to interfere with the operations of the Cooperative. The Cooperative shall have a reasonable time to produce such records, taking into account the form and location in which the records are maintained, but in any event no more than ten business days from the date of receipt of the request. The Cooperative shall not be required to prepare compilations or summaries that are not customarily maintained by the Cooperative.

 

ARTICLE 5: MEETINGS AND VOTING

5.1     Meetings of the Board of Directors.

a. The Board of Directors shall meet at least quarterly (a “Regular Board Meeting”). The Directors may establish meeting dates, places, and notice requirements, adopt rules of procedure it deems consistent with these Bylaws, and meet by means of conference telephone or similar communications equipment. Notice of any meeting may be waived in writing by the Directors and shall be deemed waived by any Director participating in the meeting. All Regular Board Meetings shall be open to attendance by any Cooperative Member, in person or by electronic means.

b. Any two (2) Directors shall have the right to call a special meeting of the Board of Directors by giving seven (7) days’ advance written notice of the time, date and location of such meeting to the other Directors.

c. The presence of a majority of the then-active Directors at any Board of Directors meeting shall constitute a quorum for taking any action.

d. Any Director may make a proposal inside or outside of a meeting. After making a good faith effort to adapt the proposal in response to deliberations and feedback, at the proposing Director’s request, the Board of Directors shall vote on whether or not to approve the proposal.

e. Each Director shall be entitled to one vote on each matter that comes before the Board of Directors. Unless a higher voting threshold is required by law, the Articles, these Bylaws, or another Cooperative policy, all questions shall be decided by a majority vote of the Directors present and voting at any meeting at which a quorum is present. Voting by proxy and cumulative voting is not allowed.

f. Minutes of each meeting of the Board of Directors shall be prepared and filed in the Principal Office. Written consents to any action taken by the Board of Directors without a meeting shall be filed with the minutes.

5.2    Board Action without a Meeting. Any action which may be taken at a meeting of the Board of Directors or of a lawfully constituted committee thereof may be taken without a meeting if set forth and approved in a writing signed by all Directors or by all committee Members, as the case may be, and such act shall be effective on the date on which the last signature is placed on such writing, or such earlier effective date as is set forth therein.

5.3    Meetings of Members.

a. Regular meetings of the Members shall be held at least annually, at a time and place as determined by the Board of Directors (a “Regular Member Meeting”). The Board of Directors may establish meeting dates, places and notice requirements, and adopt rules of procedure consistent with these Bylaws for meetings of the Members, and may provide for meeting by means of conference telephone or similar communications equipment.

b. Special Meetings of the Members may be called by the Board of Directors or by twelve (12) Members or ten percent (10%) of the Members, whichever is larger, by giving ten (10) days’ advance written notice of the time, date and location of such meeting to the Members (a “Special Member Meeting”). Notice of any meeting may be waived in writing by the Members and shall be deemed waived by any Member participating in the meeting.

c. If requested by five percent (5%) of Members or two (2) Directors, the Board of Directors will put a proposed decision or discussion topic on a Regular Member Meeting agenda or submit a proposal (virtually or by mail) to the Members for a vote outside of a Regular Member Meeting.

d. The presence at any Regular or Special Member Meeting of fifteen percent (15%) of the Cooperative’s Members or 10 Members (not including Directors), whichever is larger, shall constitute a quorum for taking any action.

e. Each Member will have one vote on each matter submitted to a vote of the Members. Unless a higher voting threshold is required by law, the Articles, these Bylaws, or another Cooperative policy, all questions shall be decided by a majority vote of the Members present and voting at any meeting at which a quorum is present. Voting by proxy and cumulative voting is not permitted.

f. A Member holding Cooperative stock affected by a proposed amendment to the Articles may vote on the amendment only as a Member and shall not be entitled to vote or demand fair cash value as an affected stockholder.

g. In any Member vote, a Member that is not a natural person shall be represented by a person designated by the Member pursuant to procedures adopted by the Board of Directors.

h. Minutes of each Members meeting shall be prepared and shall be filed in the Principal Office. Written consents to any action taken by the Members without a meeting shall be filed with the minutes.

5.4    Member Action without a Meeting. Any action which may be taken at a Regular Member Meeting may be taken without a meeting if set forth and approved in a writing signed by sixty percent (60%) of Members who would be entitled to vote on the decision at a Regular Member Meeting, and such act shall be effective on the date on which the last signature is placed on such writing, or such earlier effective date as is set forth in the writing.

 

ARTICLE 6: CHANGES IN MEMBERSHIP

6.1     Restrictions on Sale or Transfer of Membership. Membership Stock may not be transferred sold, assigned, encumbered, or alienated in any way, voluntarily or involuntarily, in whole or in part.

6.2     Resignation of Member.

A Member may resign from the Cooperative at any time by giving 60 days’ advance written notice to the Cooperative, with such resignation to become effective at the end of the fiscal year in which notice was given or earlier, depending on the needs of the Cooperative and at the Board of Directors discretion.

Upon resignation, a former Member shall be entitled to receive a sum equal to the stated value of the Member’s Membership Stock, and, if the Member is entitled to one, a Patronage Refund for the year of resignation adjusted to and including the effective date of resignation. The Patrons’ Equities of a former Member shall be redeemed or refunded in accordance with the redemption policy established by the Board of Directors pursuant to Section 3.1(j). Upon resignation, the membership of the resigned Member in the Cooperative shall cease and terminate, and the resigned Member shall only be entitled to the payments provided above. Other than the Member Agreement, the resignation of a Member shall not result in termination of such Member’s contracts with or commitments to the Cooperative, except as otherwise provided in such contracts or consented to by the Cooperative in writing.

6.3    Expulsion of a Member.

a. A Member may be expelled from the Cooperative by a vote of two-thirds of the Board of Directors upon the occurrence of any of the following events:

i. If the Member breaches any material covenant or obligation of the Member contained in these Bylaws or the Member Agreement, and such breach is not cured to the satisfaction of the Board of Directors within thirty (30) days after written notice specifying the breach is given to the Member; or
 
ii. If a Member’s membership shall be subject to a charging order or tax lien, which is not dismissed or resolved to the satisfaction of the Board of Directors within thirty (30) days after assessment or attachment.

b. Upon the occurrence of an event described in this Section 6.3, written notice of expulsion shall be given to the violating Member. Upon receipt of notice, the violating Member shall be considered expelled, which expulsion shall have the same effect with respect to Membership Stock, Patronage Refund, and Patrons’ Equities of the former Member as resignation provided in Section 6.2(b).

c. The Board of Directors, at its discretion and for good cause, may waive the termination and reinstate an expelled former Member (such as if the Member requests a waiver based on personal circumstances).

    
6.4    Death of a Member

a. All Members of the Cooperative, upon becoming a Member, will give given the opportunity to designate in writing one or more beneficiaries in the event of their death.

b. A Member's membership ends when the Member dies. If the Member designated a beneficiary under this Section, the Cooperative will return the value of the Member’s Membership Stock plus any Patronage Refund and any Patrons’ Equities to the designated beneficiary as provided in Section 6.2(b). If the Member has not designated a beneficiary and no estate has been opened for the Member, then all Patrons’ Equities shall be deemed “Unclaimed Property” and will be dealt with under the procedure in Article 10 of these Bylaws.

6.5     Change of Residency of a Member. If a Member permanently moves out of the State of Ohio, their membership will end effective on the date of their move and the value of the Member’s Membership Stock plus all Patrons’ Equities, if any, will be distributed as provided in Section 6.2(b).

6.6     Dissolution of a Member Entity. If a Member Entity dissolves, it will cease to be a member effective on its date of dissolution and the value of the Member Entity’s Membership Stock plus all Patrons’ Equities, if any, will be distributed as provided in Section 6.2(b).
    
 

ARTICLE 7: CONFLICT OF INTEREST POLICY

7.1     Conflicts of Interest

a. General Policy. Directors and Officers have a duty of loyalty to the Cooperative and must govern the Cooperative’s affairs honestly and economically, exercising their best care, skill, and judgment, for the benefit of the Cooperative.

b. Disclosure. Directors and Officers shall disclose to the Board of Directors the existence of any potential or actual conflict of interest that is related to a decision put before the Board.

c. Procedure. When a Director of Officer has disclosed to the Board of Directors the existence of a potential or actual conflict of interest, that Director or Officer shall not participate in the vote or use their influence to impact the vote on the decision; however, their presence may be counted to satisfy the quorum necessary for the decision. The minutes of the meeting during which the decision is made shall reflect the meeting’s quorum, the disclosure of the potential or actual conflict of interest, the exclusion of the conflicted Board Member or Officer from the discussion and vote on the decision, and the outcome of the vote on the decision.

d. Definitions

i .  “Conflict of Interest” means a direct or indirect Financial Interest, as (defined below) in the outcome of a decision to be made by the Cooperative.

ii. A person has a “Financial Interest” if the person, or the person’s immediate family member, has, directly or indirectly, through business, employment, or investment: An ownership or investment interest in any business with which the Cooperative has or is contemplating a transaction or arrangement; or a compensation arrangement with any business or person with which the Cooperative has or is contemplating a transaction or arrangement. “Financial Interest” does not include Patronage Business, Patrons’ Equities, holding Membership Stock, or any other ownership interest in, or compensation arrangement with, the Cooperative that arises from or is inherent in membership in the Cooperative.

 

ARTICLE 8: MERGER, CONSOLIDATION, OR DISSOLUTION OF THE COOPERATIVE

8.1     Dissolution. The Cooperative shall be dissolved and commence liquidating upon (i) the affirmative vote of at least two-thirds (2/3) of the Members’ votes cast on a resolution to dissolve the Cooperative and wind up its business,  or (ii) by adoption of such a resolution by the Board of Directors pursuant to ORC § 1729.55.

8.2     Liquidation of Cooperative Assets Upon Dissolution. Upon the dissolution of the Cooperative, the Board of Directors, or any other liquidator designated by the Board of Directors or the Members, shall act as liquidator to wind up the affairs of the Cooperative. The liquidator shall have full power and authority to sell, assign and encumber any or all of the Cooperative’s assets and to wind up and liquidate the affairs of the Cooperative in an orderly and businesslike manner and on such terms and conditions as the liquidator deems necessary or advisable, without the consent of the Members. All proceeds from liquidation shall be distributed according to the preferences set in the Articles.

8.3     Distribution in Kind. If any Cooperative assets are to be distributed in kind to the Members, the liquidator shall carry out an informational appraisal of the fair market value of such assets at a date reasonably close to the date of liquidation. The assets shall be distributed in kind to the Members in accordance with Section 8.2 as if the assets had been sold for the appraised value. Assets distributed in kind may, in the discretion of the liquidator, be distributed to the Members as tenants-in-common.  

8.4     Merger or Consolidation. If the terms of a merger or consolidation of which the Cooperative is a party do not provide the Cooperative’s respective Members with an economic interest in the surviving entity that is substantially similar to the economic interest possessed by the respective Members in the Cooperative immediately before such merger or consolidation, the value of the consideration received shall be divided among the respective Members in the same manner as a comparable amount of net liquidation proceeds would be distributed pursuant to the Articles. This shall not be construed to prevent the issuance of differing forms of consideration to different groups of Members to the extent allowed by law.

 

ARTICLE 9: STOCK CERTIFICATES; RESTRICTIONS ON SALES AND TRANSFERS

9.1     Stock Certificates. Certificates of stock shall be issued to each holder of fully paid capital stock of the Cooperative as determined by the Board of Directors. On the stock certificate, there shall be stated the name of the Cooperative, the class of stock, the par or stated value of the stock, the number of shares represented, and the name of the Member to which it is issued. The Cooperative shall conspicuously note any transfer restrictions in legend form on such stock certificates. Each certificate shall bear the signature of the President and the Secretary. A record of the stock certificate issued shall be kept on the stub of the stock certificate.

9.2     Replacement of Stock Certificates. When existing stock certificates are to be replaced, they must be surrendered before new certificates are issued. Each surrendered certificate and the stub of the certificate shall be canceled, with the date of cancellation noted on the certificate. If any stock certificate has been lost or destroyed, the registered owner of the certificate shall be required to deliver appropriate indemnification commitments to the Cooperative before the Cooperative issues a replacement certificate for the lost or destroyed certificate.

9.3     Restrictions on Transfer. For purposes of this Section 9.3, the term “transfer” shall mean, as a noun, any voluntary or involuntary transfer, sale, assignment, or other disposition, and, as a verb, to voluntarily or involuntarily transfer, sell, assign or dispose of otherwise. A mortgage, pledge, or hypothecation of shares of Membership Stock or Preferred Stock shall not be considered a transfer, provided that any subsequent foreclosure thereof or transfer to the secured party in lieu of foreclosure shall be deemed to be a transfer and subject to the transfer restrictions contained in this Bylaw.

a. Membership Stock. No holder of Membership Stock may transfer all or any portion of their membership shares.

b. Preferred Stock. No holder of Preferred Stock may transfer all or any portion of their preferred shares except as otherwise expressly permitted by the Articles, these Bylaws, or the terms of the Preferred Stock sales agreement. Preferred Stock may not be sold or transferred without the approval of the Board of Directors. The Board of Directors may withhold its consent and approval to proposed transfers of Preferred Stock in its sole discretion. No Preferred Stock shall be transferred unless any and all indebtedness owed to the Cooperative by the holder of the stock shall first be paid.

Any purported transfer other than a transfer in accordance with these Bylaws shall be null and void and of no force or effect whatever. The Board of Directors is authorized to make further rules and regulations concerning the transfer of shares of Membership Stock or Preferred Stock, as it deems necessary to comply with applicable state and federal securities laws.

9.4     First Right to Purchase Preferred Stock. In addition to any other conditions and restrictions on transfer of Preferred Stock in the Articles and in these Bylaws, the Cooperative shall have the first privilege of purchasing any shares of Preferred Stock offered for sale by a stockholder, as prescribed below. This first privilege shall not apply to transfers without consideration to the spouse, parent, child (or spouse of child), brother or sister (or spouse of brother or sister) of the stockholder.

Whenever any Preferred Stockholder desires to sell any or all of its shares of Preferred Stock, the stockholder shall first give the Cooperative the first privilege of purchasing such shares by giving the Cooperative written notice of the proposed sale which sets forth the name and address of the proposed transferee, the number of shares of Preferred Stock to be sold, and all terms and conditions of the proposed sale. The Board of Directors on behalf of the Cooperative shall have forty-five (45) days following receipt of said written notice to exercise the right of the Cooperative to purchase such shares on the same terms and conditions of the proposed sale, by providing written notice to the stockholder of such exercise. In the event the Cooperative does not exercise its option to purchase the shares, the stockholder may sell the shares on the terms and conditions stated in the written notice of the proposed sale, provided that such proposed transfer must nevertheless meet the other conditions and requirements of transfer described in these Bylaws and further provided that such sale must be consummated within thirty (30) days of approval of the Board of Directors.

 

ARTICLE 10: UNCLAIMED PROPERTY

10.1     Unclaimed Property. A claim for payment to a Member shall be deemed unclaimed within the meaning of this section whenever the Cooperative is (i) ready, able, and willing to pay such claims; (ii) has paid or is generally paying claims arising under similar circumstances; (iii) has not paid such amount because the Cooperative does not know the whereabouts or payment address of the person entitled to payment or such person has not claimed or cashed the instrument used by the Cooperative for payment; and (iv) such claim has been outstanding for at least three (3) years after becoming payable.

10.2     Procedure. If any such claim for payment is unclaimed within the meaning of this section, the Cooperative shall:

a. Pay the unclaimed property amount to the relevant authority in accordance with applicable Ohio unclaimed property laws applicable to the Cooperative; or

b. Foreclose on the unclaimed property pursuant to ORC §1729.03(H) after providing:

i. Notice to the Member by:    

(1) thirty (30) days written notice by certified mail to the last address of the Member; and
(2) thirty (30) days written notice by email to all of the Member’s email addresses on file with the Cooperative;

ii. And then notice to any designated beneficiaries designated by the member by the same means as Section 10.1(b)(i), above.

c. No property shall become the property of the Cooperative under this section if written notice objecting to the transfer is received by the Cooperative from the affected Member or designated beneficiary prior to the date of the proposed transfer.

ARTICLE 11: INDEMNIFICATION AND INSURANCE

11.1     Power to Indemnify. The Cooperative shall have the power to indemnify its Directors, Officers, employees or agents of the Cooperative to the fullest extent permitted by law. The Cooperative shall compensate a Director, Officer, or employees for any reasonable expenses from lawsuits, penalties, fines, and costs of defense if the person incurred these expenses in connection to fulfilling their duties as a Director, Officer, employees or agent of the Cooperative.

11.2     Exceptions to Indemnification. The Cooperative is not obligated to indemnify a person for actions that they knew or should have known violated the Articles, these Bylaws, or the terms of other agreements to which they were parties; were against the best interests of the Cooperative; or were otherwise done in bad faith. Examples include, but are not limited to, where a person steals Cooperative funds, knowingly receives funds they were not intitled to, intentionally commits a crime, or intentionally harms the Cooperative or its Directors, Officers, Members, or employees.

11.3    Insurance. The Cooperative may purchase and maintain insurance on behalf of any person, including any Director, Officer, employee, or agent of the Cooperative against liability asserted against and incurred by such person in such person’s official capacity, whether or not the Cooperative would have been required to indemnify such person against such liability under Section 11.1.

 

ARTICLE 12: STATEMENT ON UNION NEUTRALITY

12.1     Statement. In accordance with US Law, employees of the cooperative have a right to participate or refrain from participating in protected concerted activity or union activity. The Board of Directors and all supervisory employees of the Cooperative shall remain neutral on the question of whether non-supervisory employees are represented for purposes of collective bargaining by a labor union. Neutral means that, except as explicitly provided herein, the Cooperative will not at any time involve itself in the matter of whether or not its employees will be unionized.

12.2     Process.

a. If a Labor Union provides the Cooperative with a written notice indicating its desire to represent a proposed bargaining unit at the Cooperative, or if employees of the Cooperative provide written notice to the Cooperative, the Union and the Cooperative will agree on the appropriate bargaining unit, using National Labor Relations Board principles.

b. Within 5 days after the appropriate bargaining unit has been determined, the Cooperative will provide the Union with a list of all employees in the proposed bargaining unit, including full name, home address, job title and department. The Cooperative will provide monthly updates of this information.

c. Upon written request by the Union, the Cooperative will grant the Union reasonable access to its facilities to distribute literature and meet with unrepresented Employees in non-work areas during non-work times (including breaks, lunch periods, and before and after shift changes) in a manner that does not interfere with the business of the cooperative.

d. Upon written request by the Union, the Company will recognize the Union without an NLRB election if the Union secures a simple majority of authorization cards of the employees in the proposed bargaining unit (card check recognition). The card check will be conducted by a mutually agreeable neutral third party within 5 days after the Union’s request. The neutral third party shall maintain the confidentiality of the cards.

e. Should a majority of the non-supervisory employees of the Cooperative choose to be represented by the Union, the Cooperative agrees that the Parties will negotiate for a total of 180 days from date of Union recognition. Any unresolved issues for a first collective bargaining agreement will be submitted to a mutually agreeable arbitrator for resolution within 30 days after the 180-day negotiation period ends, using procedures developed by the parties. The arbitrator’s ruling is due 30 days after the close of the hearing.

f. Any alleged violation or dispute involving any aspect of this Article, including but not limited to, the scope of a proposed bargaining unit, will be brought before a mutually agreed-to arbitrator within 15 days of submission of the dispute by the charging party. The arbitrator shall rule on the dispute at the close of the hearing. The arbitrator’s decision will be final and binding on the parties.

The Cooperative shall at no time dominate or interfere with the formation or administration of any labor organization or contribute financial or other support to it.

 

ARTICLE 13: AMENDING THESE BYLAWS

13.1     These Bylaws are a critical tool for protecting the mission and integrity of the Cooperative. These Bylaws may be amended by an affirmative vote of two-thirds (2/3) of Member votes cast at a Regular or Special Member Meeting at which quorum is present. However, a provision of these Bylaws that does not affect the decision-making powers or financial rights of Members, including formatting changes, may be amended by an affirmative vote of two-thirds of the Board of Directors.

13.2    Each time these Bylaws are amended, the Cooperative will distribute a copy of the new Bylaws to all Members and will publish a copy of the new Bylaws on the Cooperative’s website. The Cooperative’s website shall include an archive of all old Bylaws.

 

ARTICLE 14: MISCELLANEOUS

14.1     Fiscal Year. The Cooperative’s fiscal year shall end on December 31st.

14.2    Depositories. The Board of Directors or an officer designated by the Board of Directors will appoint banks, trust companies, or other depositories in which the money or securities of the Cooperative will be deposited.

14.3     Checks, Drafts and Notes. All checks, drafts, or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Cooperative will be signed by the Officer(s) or agent(s) designated by the Board of Directors or by an Officer appointed by the Board of Directors.

14.4     Contracts and Other Instruments. The Board of Directors may authorize any Officer, agent, or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative and such authority may be general or confined to specific instances.

14.5     Method of Notices. Any notice or document required to be given to any Member, the Board of Directors, any committee member or the Cooperative shall be in writing and shall be deemed given:

a. upon personal delivery;

b. upon telephonically confirmed delivery by fax;

c. upon receipt of an e-mail or other electronically transmitted form of communication, including text messages;

d. on the first business day after receipted delivery to a courier service that guarantees next-business-day delivery, under circumstances where such guaranty is applicable; or

e. on the third business day after mailing, by certified or registered mail.

Notices given to the Cooperative shall be addressed to the Cooperative at the address of the Principal Office. The Cooperative shall maintain a record of names and addresses (including e-mail addresses) of the Members, Directors and committee members, to be updated by such Members, Directors and committee members in writing from time to time, and any notice given the Members, Directors or committee members shall be given according to the names and addresses on such record.

14.6     Captions. The captions in Bylaws are for convenience only and shall not affect the construction of these Bylaws.