THE NEW MISSOULA COOPERATIVE BYLAWS

Article I. Name
The name of this organization is the New Missoula Cooperative, a cooperative organization.

Article II. Offices
The principal office of the New Missoula Cooperative, shall be (to be determined). The New Missoula Cooperative, may also have offices at such other places as the Board of Directors, from time to time, may designate.

Article III. Membership
The New Missoula Cooperative shall have one class of members. Any human individual, household, business, cooperative, non-profit organization, or corporation may, on approval of their application, qualify to be a member. Each membership is equivalent to one share and one vote. Membership may be acquired by the following means:
A. Annual memberships. Only human individuals are eligible for annual membership. To qualify for an annual membership at the cooperative, a one-time only, non-refundable joining fee to be determined by the Board of Directors must be paid. A yearly fee for an annual membership shall be determined by the Board of Directors, payment of which shall entitle holders of the annual membership to benefits to be determined by the Board of Directors for one full calendar year after the membership has been purchased. B. Lifetime memberships. Lifetime membership may be acquired by human individuals or by two persons sharing the same household (joint membership). All organizations are eligible for lifetime memberships only.
B. Working memberships. Working memberships will be awarded to members volunteering in the cooperative or on its committees for a period of time each month as determined by the Board of Directors and shall entitle their holders to benefits as determined by the Board of Directors.
C. Discounted Memberships. The board may from time to time award discounted memberships.
D. Transferability of memberships. Memberships shall not be transferable, except as provided for in these by-laws.

Article IV. Meetings of Members
A meeting of the members shall be held annually. A special meeting of the members may be called at certain times by the members or by the Board of Directors.
A. Annual membership meeting. A general membership meeting shall be held once each calendar year between May 15 and June 31 at which time members will elect the Directors and conduct such other business as the members and the Board of Directors deem appropriate.
B. Notice of annual meeting. Notice of the general membership meeting shall be given at least thirty days prior to the meeting and shall be posted in the principal office and shall also be posted in clearly visible places on campus and in the community and sent by mail or by e-mail to each member of the cooperative at the member's last known address and shall include the agenda of the meeting as well as a list of candidates for the Board of Directors with a short paragraph about each candidate, written by each candidate. Each candidate for the Board of Directors must be a member of the New Missoula Cooperative and must give said written notice of candidacy and a written statement at least 45 days prior to the annual membership meeting, which shall include giving notice to at least one Director.
C. Agenda of Annual Meeting. Members may have an item added to the agenda of the annual membership meeting by making such request to a co-op board member 45 days prior to the annual meeting. If the request is denied, members have the option of gathering the signatures of 5% of the membership to have the item added to the agenda. The agenda item and signatures must be submitted 15 days prior to the annual meeting.
D. Special Meetings. A special meeting of members may be called at any time by members on a written petition signed by at least 10% of all members or by the Board of Directors when so directed by a resolution of the Board of Directors. The agenda shall be limited to the specific items listed in the petition. Issues brought to special membership meetings through petition shall be decided on by a two-thirds majority basis unless otherwise stated in these by-laws.
E. Notice of special meetings. Notice of special meetings shall be delivered to the secretary and posted in clearly visible places on campus and in the community at least ten days prior to the special meeting. Notice of the special meeting shall also be given by mail or by e-mail to each member of the cooperative at the member's last known address and shall include the agenda of the meeting.
F. Alternative methods to decide contentious issues. The Board may periodically submit potentially contentious issues, which effect the general direction of the cooperative, to be decided upon by the general membership. This can be done in two ways: 1. Decision at membership meetings. Issues submitted to the membership by the Board can be decided upon at the general membership meeting; or2. Decision by referenda. Issues submitted to the general membership by the Board can be decided through a tally of votes collected by a procedure to be specified by the board of directors.
G. Voting. Each member shall be entitled to only one vote on each issue or for each vacancy on the Board of Directors. Proxy voting shall be prohibited. Voting shall be by secret ballot, except that members who cannot attend the general membership meeting are entitled to vote by an alternative means as specified by the board. Candidates receiving the most votes for vacancies on the board of directors shall be elected. In no way shall the articles of incorporation or the by-laws be amended so as to allow for some members to have greater voting power than others, whether such power be proposed based on shares in the cooperative, purchasing at the cooperative, or participation in the cooperative. No member shall be given more voting power than any other member.
H. Quorum. Membership meetings shall require a quorum of at least 5% of the membership or 9 persons, whichever is less. Only members in actual attendance at the meeting shall count towards a quorum, except for matters submitted to the membership by mail. Mail ballots cast shall be counted towards the fulfillment of the quorum requirement. Members present at a duly organized meeting may continue to do business until adjournment notwithstanding the withdrawal of enough members leaving less than a quorum.
I. Two-thirds majority rule. Decisions at general membership meetings shall be made by two-thirds majority rule unless otherwise stated in the by-laws. Issues brought to general membership meetings through petition shall be decided on by a two-thirds majority basis unless otherwise stated in these by-laws.
J. Facilitator. The Board shall choose a facilitator to conduct the general membership meeting through whatever process it believes to be suitable.

Article V. Board of Directors
There shall be seven elected Board members chosen from the existing cooperative membership.
B. Term of office. A term of office shall be twenty-four months. Board members may run for re-election.
C. Compensation. Directors will receive no compensation, although attendance by directors at meetings will meet all requirements for working membership.
D. Removal. The Board of Directors can remove a Director for cause, including but not limited to 1) conduct detrimental to interests of the organization, 2) lack of sympathy with the organization's objectives, or 3) refusal to render reasonable assistance in carrying out the organization's purposes. The Board of Directors can remove a Director for not attending three consecutive regularly scheduled Board meetings or three regularly scheduled meetings over a nine-month period. The Board of Directors can remove a Director for any reason whatsoever so long as the removed Director is given an opportunity to appeal the decision at the next general membership meeting. Said Director may be reinstated on the Board of Directors at such time based on a two-thirds majority vote of the general membership present at the meeting. Directors may be removed by the members present at a general membership meeting by a two-thirds majority vote so long as said Director has been given written notification at least five weeks prior to the meeting and is given the opportunity to put forth a defense at the meeting.
E. Vacancies. Vacancies on the Board of Directors shall be filled by appointment based on a two-thirds majority vote of the Board of Directors. Members of the cooperative who have been members for at least six months shall be eligible for appointment by the Board.

Article VI. Duties of Directors
The duties and powers of the Board of Directors, in addition to those defined elsewhere in the by-laws, and in addition to those necessary or appropriate for the proper conduct of the affairs of the Cooperative Market, shall be as follows:
A. Powers. The Board of Directors shall coordinate and facilitate through the Organizers the functioning of the New Missoula Cooperative. The Board shall adopt such rules, regulations and resolutions not inconsistent with the Articles of Incorporation and the By-laws as it may deem proper for the conduct of its meetings and the management of the Coop. The Board of Directors will elect Officers of the Organization, fill vacancies on the Board, and generally oversee the management of the Cooperative.
B. Membership meetings. The Directors shall be required to be present at the annual and special meetings of the members.
C. Officers. The Board of Directors shall elect a Chairperson and Vice Chairperson as well as Treasurer and Secretary.
D. Facilitator. Meetings of the Board of Directors shall be facilitated either by the Chairperson or by a facilitator appointed by the Board. If the Board chooses to utilize a facilitator, persons for the role of facilitator may be selected as non-voting members from outside the Board of Directors. Facilitators may change as often as the Board sees fit.
E. Official acts of the Board. Decisions shall be made on a two-thirds majority basis. However, there shall be a strong emphasis on attempting to arrive at consensus.
F. Board meetings. The Board of Directors shall meet at least once monthly, and more often if it is appropriate, at a time and place determined by the Board of Directors and posted seven days in advance in the principal office. A quorum shall consist of four Directors or a majority of the Directors in office, whichever is greater. Special meetings may be called by the Chairperson, or by three members of the Board of Directors and all Directors shall receive notice in writing seven days prior to each such meeting.
G. Procedure. The Board can establish its own rules of procedure not inconsistent with the matters addressed herein.
H. Committees. The Board of Directors shall call together and dissolve committees as they see fit. Standing committees may only be dissolved through a two-thirds majority vote of the Board of Directors.

Article VII. Duties and Powers of Officers
The duties and powers of the Officers, in addition to those defined elsewhere in the by-laws, and in addition to those necessary or appropriate for the proper conduct of the affairs of the Cooperative, shall be as follows:
A. Chairperson. The chairperson shall: a) preside over all meetings of the association and of the directors (with the possible assistance of a facilitator); b) sign as chairperson (president), with the secretary, all official paperwork.
B. Vice Chairperson. In the absence or disability of the chairperson, the vice chairperson shall perform the duties of the president.
C. Secretary. The secretary shall: a) ensure that a complete record of the meetings of the association and of the Board of Directors is kept; b) sign as secretary, with the Chairperson, all official paperwork; c) cause to be prepared and submitted to the annual meeting of the members a complete and detailed report of the current year's business. The annual report shall contain a statement of assets and liabilities, a statement of income and expenses, and such other statements and statistical memoranda as the Board of Directors shall require. The Board of Directors may delegate these duties to some employee or employees of the association; d) provide that all notices be served; e) perform such other duties as may be required of him or her by the association or the Board of Directors.
D. Treasurer. The treasurer shall: a) oversee the receipt and disbursement of all funds of the association; b) ensure that complete records of all financial transactions of the association are kept; and, c) perform such other duties pertaining to his or her office as may be required by the Board of Directors.
E. Secretary-Treasurer. In the event that the office of secretary-treasurer are combined, his or her duties shall be a combination of the duties of the secretary and the treasurer and his or her office shall be known as secretary-treasurer.
F. Manager. The Board of Directors shall have power to employ and dismiss a general manager of the association. The general manager shall have general charge of the ordinary and usual business operations of the association subject to the direction and approval of the directors. The manager shall be required to maintain all business records and accounts in such a manner that the true and correct condition of the cooperative may be determined whenever practical. He or she shall provide annual and periodic reports in a form and manner prescribed by the directors. The manager shall handle and account for all monies belonging to the association that come into his or her possession in the manner and form prescribed by the Directors.

Article VIII. Activities
It is the intention of the co-op to pursue quality, healthy, environmentally and socially responsible objectives.
A. Objectives. The board shall maintain a list of new objectives and discontinued objectives. Objectives may be presented for addition or discontinuation by any board member or by 10% of the members via petition. Objectives may be added or discontinued by simple majority vote of either the board or by members at a meeting of members. Radical or potentially harmful objectives will require two-thirds majority vote by the members.
B. Prohibited Objectives. The co-op will not pursue objectives deemed detrimental to the health of individuals, the environment, or society.

Article IX. Books and Records
The New Missoula Cooperative shall keep a correct and complete record of accounts for the Cooperative and the Board of Directors shall keep copies of the minutes of the membership meeting and meetings of the Board of Directors. The board of directors shall make available the record of accounts for the examination and review of the members by appointment within seven days of the request by a member to review said record of accounts.

Article X. Indemnification
This association shall indemnify each person who is or has been a director, officer or employee of this association, and each person who is serving or who has served at the request of this association as a director, officer, employee or agent of another organization, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her to the fullest extent of his or her right to indemnity under current Montana law.

Article XI. Miscellaneous Provisions
A. Fiscal Year. The fiscal year of the New Missoula Cooperative will run from July 1 through June 30.
B. Amendments and Initiatives. All of the by-laws and articles of incorporation for the cooperative (unless otherwise specified in the by-laws) may be amended or repealed and new by-laws adopted by both a two-thirds majority vote of the Board and a two-thirds majority vote of members at the next general membership meeting.
C. Severability. If any section, clause, provision, or portion of these by-laws is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of these by-laws shall not be affected thereby and shall remain in full force and effect.

Note: Any additional provisions will be distributed and discussed at the annual membership meeting.