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--- bylaws [2025/02/04 19:51] – [ARTICLE X. INDEMNIFICATION] robeysan
+++ bylaws [2025/03/07 01:33] (current) – [ARTICLE V. OFFICERS] robeysan
@@ Line 2: / Line 2: @@
 [[https://drive.google.com/file/d/1ooXf8DnpN1GTdYe312TD0O-fi99h-H2P/view?usp=drive_link|Download PDF]]
+[[https://docs.google.com/document/d/1Zntp0JO566Cw8NYIOMHRRt-yiHryIlP6/edit?usp=sharing&ouid=104120858012952517619&rtpof=true&sd=true|Editiable ByLaws]]
+[[https://docs.google.com/document/d/0B4pAyumdngXkZjdiZnFhU2QwRUk2RFEtUTRKVENmVkJEUEdz/edit?usp=drive_link&ouid=104120858012952517619&resourcekey=0-FIboO_u_WSzqbBTKEZ9y4A&rtpof=true&sd=true|Historical ByLaws Work]] - Google Drive Folder
 ===== ARTICLE I. ORGANIZATION =====
@@ Line 29: / Line 34: @@
 ==== 1.3 VISION. ====
-The Cooperative cultivates strong relationships with food and the community through \\ cooperative principles. We connect the food we eat, the people who produce it, the friends and family we \\ share it with, and those who most need access to safe, healthy food through a member-owned grocery. We \\ strive to buy directly from farmers and food producers whenever possible, and nurture strong connections \\ within our local economy. We are committed to just, safe, and sustainable growing, production, and food \\ delivery practices. We use a democratic cooperative process to effect community decision-making, \\ place-based ownership and investment, and workers’ rights. We strive to minimize our impact on the more \\ than human world and nonrenewable resources. We are committed to being good co-members and good \\ neighbors who listen carefully, and who include our neighbors in the identity, work, responsibility, and \\ benefits of the Cooperative.
+The Cooperative cultivates strong relationships with food and the community through cooperative principles. We connect the food we eat, the people who produce it, the friends and family we share it with, and those who most need access to safe, healthy food through a member-owned grocery. We strive to buy directly from farmers and food producers whenever possible, and nurture strong connections\\
+within our local economy. We are committed to just, safe, and sustainable growing, production, and food delivery practices. We use a democratic cooperative process to effect community decision-making, place-based ownership and investment, and workers’ rights. We strive to minimize our impact on the more than human world and nonrenewable resources. We are committed to being good co-members and good\\
+neighbors who listen carefully, and who include our neighbors in the identity, work, responsibility, and benefits of the Cooperative.
 ==== 1.4 TRIPLE BOTTOM LINE PRINCIPLES. ====
@@ Line 248: / Line 256: @@
 ===== ARTICLE V. OFFICERS =====
-[[:article_v._officers|ARTICLE V. OFFICERS]]
 ==== 5.1 OFFICERS. ====
@@ Line 302: / Line 309: @@
 The President is ex-officio a member of all standing committees of the Board of Directors and has the power and duties of supervision and management usually vested in the office of president of an association.
-==== 6.3 SUSPENSION OF OFFICERS. ==== The President has power to suspend any officer for cause or pending an investigation, but such suspended officer is entitled to appeal to the Board of Directors within 30 days, upon which a meeting of the Board will be called immediately upon notice of such an appeal being given. Time of notice to be as for special meetings as herein provided for.
+==== 6.3 SUSPENSION OF OFFICERS.  ====
+The President has power to suspend any officer for cause or pending an investigation, but such suspended officer is entitled to appeal to the Board of Directors within 30 days, upon which a meeting of the Board will be called immediately upon notice of such an appeal being given. Time of notice to be as for special meetings as herein provided for.
@@ Line 355: / Line 364: @@
 ===== ARTICLE XI. FINANCIALS & PATRONAGE DIVIDENDS =====
-[[ARTICLE XI. FINANCIALS & PATRONAGE DIVIDENDS|]]
+[[:article_xi._financials_patronage_dividends|ARTICLE XI. FINANCIALS & PATRONAGE DIVIDENDS]]
+==== 11.1 DEFINITIONS. ====
+  - (i) The “Collective Account” shall be Surplus, Profit, and reserves that are retained in the Cooperative and not distributed to members.
+  - (ii) “Loss” shall be defined as the excess of expenses over revenues for a fiscal year.
+  - (iii) “Member Account” shall be defined as each member’s capital account in the Cooperative.
+  - (iv) “Patronage” shall be defined as the hours worked by Worker Members for the Cooperative or purchases made by each Consumer Member of the Cooperative.
+  - (v) “Patronage Dividends” shall have the definition contained in the Internal Revenue Code Section 1388(a) (dividends paid to members based on Patronage).
+  - (vi) “Profit” shall be defined as the excess of revenues over expenses for a fiscal year attributable to non-member labor or Purchases. The Board determines the amount of Profit each fiscal year.
+  - (vii) “Purchases” shall be defined as all purchases of merchandise or services on the Cooperative plan, except:
+      - (1) unless otherwise specified by the Board, services will not qualify as purchases;
+      - (2) the Board may designate specified merchandise (such as sale merchandise and merchandise with low profit margins) as not being sold on the Cooperative plan and not qualifying as “Purchases”; and
+      - (3) the Board may establish separate allocation units or pools for specified merchandise or services, and distribute net profits on the basis of the value of the business done with or for members with respect to such units or pools.
+  - (viii) “Surplus” shall be defined as the excess of revenues over expenses for a fiscal year attributable to member labor or Purchases. The Board determines the amount of Surplus each fiscal year.
+  - (ix) “Written Notice of Allocation” is defined in accordance with 26 U.S. Code Section 1388 as any capital stock, revolving fund certificate, retain certificate, certificate of indebtedness, letter of advice, or other written notice, which discloses to the recipient the stated dollar amount allocated to them by the organization and the portion thereof, if any, which constitutes a Patronage Dividend.
+==== 11.2. PATRONAGE DIVIDENDS. ====
+The Cooperative operates on a cooperative basis in accordance with Subchapter T of the Internal Revenue Code. The Board determines the amount of Surplus each year, which are those earnings that in the Board’s opinion are not needed to conduct the business of the Cooperative. For fiscal years with Surplus earnings, the Cooperative may, at the discretion of the Board, declare a Patronage Dividend to be distributed among the Consumer and Worker Members in accordance with the patronage business generated by each member during that fiscal year.
+  - (i) PATRONAGE DETERMINATION. The Patronage Dividend may be returned annually to active members at the discretion of the Board. When the Board determines a Patronage Dividend shall be issued, the Patronage Dividend shall be paid to Consumer Members in proportion to their Purchases from the Cooperative and to Worker Members based on their hours worked for the Cooperative during the fiscal year for which the Patronage Dividend is declared. The Board determines the formula for the division of patronage between Worker and Consumer classes.
+  - (ii) BOARD DISCRETION. The Board’s decision of whether there is a Surplus and the amount returned to each member will be conclusive. The Board will determine the amount of Surplus for the prior fiscal year, the time and manner of distribution of Patronage Dividends from such amount, and any other related matters. The Board may elect not to declare or distribute a Patronage Dividend of Surplus for any fiscal year if it determines that such election is in the best interest of the Cooperative. Any distribution that would be less than $2.00 shall not be distributed and the related profits shall not be allocated.
+  - (iii) FORM OF PAYMENT; TAXATION. Patronage Dividends may be distributed in cash, merchandise credits, qualified or non-qualified written notices of allocation (as such terms are defined in 26 U.S.C. § 1388), other property, or any combination of the above as determined from time to time by the Board. For a qualified written notice of allocation, at least 20% must be distributed in cash, including store credit with an option for cash redemption, or by qualified check. The portion of the Patronage Dividend distributed as a qualified or non-qualified Written Notice of Allocation must be designated as such by the Board in accordance with 26 U.S.C. § 1388 and shall be made to each individual Member Account.
+==== 11.3. CONSENT. MEMBERS’ COVENANT TO DECLARE INCOME FOR TAX PURPOSES. ====
+Each member, by such act or membership alone, consents that the amount of any distribution with respect to his or her Patronage which is made in the form of a qualified Written Notice of Allocation will be taken into account as part of the member’s taxable income at its stated dollar amount in the manner provided in 26 \\ U.S.C. § 1385(a) in the taxable year in which the member receives such qualified Written Notice of Allocation.
+==== 11.4. ALLOCATIONS. ====
+Any Profits shall be credited to the Collective Account. At the discretion of the Board, Surplus shall be paid as Patronage Dividends in direct proportion to Patronage during the fiscal year. The Board of Directors is authorized to determine any allocation percentages of the Profits and Surplus as it deems necessary for the good of the Cooperative.
+==== 11.5. LOSSES. ====
+The Board of Directors is authorized to determine any allocation percentages of a Loss as it deems necessary for the good of the Cooperative.
+==== 11.6. DISTRIBUTIONS OF INTEREST ON MEMBER ACCOUNTS. ====
+The Cooperative may, by a decision of the Board, pay interest to members on the Member Accounts. The interest may be paid in cash or as an additional credit to the Member Accounts. The rate of interest shall be determined by the Board, but may not, in one year, exceed 1 percent of each member’s contributed capital, which includes capital contributions, membership fees, and capital credits.
+==== 11.7 UNCLAIMED DIVIDENDS. ====
+Unless it has taken specific action to the contrary, the Board will be conclusively presumed to have exercised its discretion under the Act to cause the expiration and \\ reversion to the Cooperative of any Patronage Dividend that was paid in the form of a qualified or non-qualified Written Notice of Allocation or in merchandise credits, to the extent it has not been used or redeemed on or before 180 days following declaration of the Patronage Dividend. The Cooperative may, in its discretion, treat any written communication that it receives from a member regarding his or her unredeemed Patronage Dividend as a request for payment of the Patronage Dividend in cash, whether or not the member has explicitly made such a request.
+==== 11.8 TAX CONSENT NOTIFICATION FOR PATRONAGE EARNINGS. ====
+The IRS generally requires each member receiving a patronage earning to include that amount as taxable gross income in the year it was received.
+==== 11.9 MEMBER ACCOUNTS GENERALLY. ====
+The balance in any Member Account results from and is increased by:
+  - (a) the initial membership fee, plus any other paid-in capital from or on behalf of the member in excess of the membership fee, and
+  - (b) the amount of any Written Notices of Allocation issued to the member. The balance in any Member Account is decreased by:
+      - (a) Any losses allocated to the Member Account, and
+      - (b) the redemption, in cash or notes of indebtedness, of a Written Notice of Allocation previously issued to the member and recorded in the Member’s Account.
+==== 11.10 PAYMENT RIGHTS UPON MEMBERSHIP TERMINATION. ====
+When a membership is terminated for any reason, including a member’s death, the amount in the Member Account will automatically be converted to debt owed to the former member, or, if necessary, to the member’s estate, or to another assignee designated by the member. The Cooperative shall repay the debt within five years of the membership termination. The Cooperative in settling a Member Account, shall have the right to set off any and all indebtedness of the former member to the Cooperative.
 ===== ARTICLE XII. FISCAL YEAR =====
-[[ARTICLE XII. FISCAL YEAR|]]
+==== 12.1 FISCAL YEAR. ====
+The fiscal year begins on the 1st day of January each year and will end on the 31stday of December each year.
 ===== ARTICLE XIII. OWNERSHIP OF PROPERTY =====
-[[ARTICLE XIII. OWNERSHIP OF PROPERTY|]]
+==== 13.1 DISSOLUTION DISTRIBUTIONS. ====
+Upon liquidation, dissolution, or sale of the Cooperative, any assets left after payment of all debts and Member Account balances shall be distributed to a charity or cause as determined by the membership. No distribution need be made to any person who fails to acknowledge a receipt of notice of liquidation in a timely manner. Said notice shall be deemed sufficient if sent by certified mail, at least 30 days before  istribution of any residual assets, to the person’s last known business or residence address.
 ===== ARTICLE XIV. AMENDMENTS =====
-[[ARTICLE XIV. AMENDMENTS|]]
+==== 14.1 AMENDMENTS ====
+The Bylaws may be altered or amended by vote of two-thirds of the members cast at any annual or special meeting of the Cooperative, provided the notice of the proposed amendments has been mailed to each member of the Cooperative at least ten (10) days before the date of such meeting, or has been presented in writing at a previous annual or special meeting of the Cooperative.
 ===== ARTICLE XV. NEUTRALITY =====
-[[ARTICLE XV. NEUTRALITY|]]
+==== 15.1 ====
+The Cooperative recognizes that it is the policy of the United States to encourage the practice and procedure of collective bargaining and to protect the exercise by workers of full freedom of association, self-organization, and designation of representatives of their own choosing, for the purpose of negotiating the terms and conditions of their employment or other mutual aid or protection.
+==== 15.2 ====
+The Cooperative shall adopt a neutral position in the event any labor organization seeks to represent employees of the Cooperative.
+==== 15.3 ====
+Neutrality means that the Cooperative will not conduct itself or communicate in a negative, derogatory, or demeaning nature about any labor organization that seeks to represent employees of the Cooperative, including but not limited to comment on the motives, integrity, character, or performance of any labor organization or its officers and agents. The Cooperative shall not engage in conduct, threats, misrepresentations, or delaying tactics that might frustrate the desires of employees or interfere with employee efforts to select representation by a labor organization. The Cooperative shall not provide any support or assistance of any kind to any person or group which is opposed to the principles of this article. In addition, neutrality means that the Cooperative and its agents will not conduct a campaign to oppose employee representation by a labor organization. Upon request, the Cooperative will advise its employees in writing and orally that it is not opposed to a labor organization being selected as their bargaining agent.
+==== 15.4 ====
+The Cooperative agrees to instruct its owners and agents (including Board members and management) on the obligations and duties of this article and to direct its agents to avoid any conduct or actions that are inconsistent with this article.
 ===== ARTICLE XVI. ADOPTION =====
-[[ARTICLE XVI. ADOPTION|]]
+==== 16.1 ====
+The following Bylaws of the Louisville Community Grocery, LCA (the “Cooperative”) were adopted\\
+by the organizers on August 11, 2019.
+__Amanda Fuller, Secretary__
+__Cassia Herron, President__
+===== AMENDMENTS =====
+==== AMENDED 1/16/24: ====\\
+At the January 2024 Owners’ Meeting, with a Quorum of Owners of the Co-op in attendance, and in recognition of the termination of the Memoranda of Agreement between the Louisville Association for Community Economics (L.A.C.E.) and the Louisville Community Grocery (L.C.G.) by LACE on __,__ it was unanimously approved to remove the condition in Article 4.2, BOARD OF DIRECTORS REQUIREMENTS that 1 of 9 seats on the LCG Board of Directors be filled by a representative of LACE. Authorized on 1/16/24 by unanimous vote. Signed 10/15/24
+__Judy Schroeder, Secretary__