1. NAME The name of the corporation is The Olympia Food Cooperative (hereinafter the Cooperative).

2. PURPOSES The cooperative has been formed under the Washington Nonprofit Corporations Act, R.C.W. 24.03. The purpose of the Cooperative is to contribute to the health and well-being of people by providing wholesome foods and other goods and services, accessible to all, through a locally-oriented, collectively managed, not-for-profit cooperative organization that relies on consensus decision making. We strive to make human effects on the earth and its inhabitants positive and renewing and to encourage economic and social justice. Our goals are to:

1. Provide information about food;
2. Make good food accessible to more people;
3. Support efforts to increase democratic process;
4. Support efforts to foster a socially and economically egalitarian society;
5. Provide information about collective process and consensus decision making;
6. Support local production;
7. See to the long-term health of the business;
8. Assist in the development of local community resources.

II. Membership

1. ELIGIBILITY Membership in the Cooperative is open to any person who meets all qualifications set forth in these bylaws and who pays a non-refundable lifetime membership fee. The amount of such fee shall be set by the Board. The Board may designate different classes of membership. The amount of the membership fee may vary for different classes of members. Any financial obligation of membership may be waived in whole or in part by the Board of Directors (hereinafter the Board).

2. NON-DISCRIMINATION The Cooperative strives to be egalitarian in all aspects of its business operations. The Cooperative works to serve a diverse population by incorporating procedures and practices that remove barriers to classes of people who are oppressed or are denied power and privilege in society generally. These classes of people include people who are discriminated against based on race, sex, religious creed, age, disability, size, sexual orientation, gender orientation, marital status and economic status.

3. MEMBER STATUS An active member maintains a current address on file and keeps current in their dues. An active member becomes an inactive member if they;

1. fail to pay dues; or
2. fail to maintain a current address on file for one year; or
3. fail to renew a low income membership
4. request inactive status.

4. CAPITAL ACCOUNT Members shall pay dues into a capital account. The Board may set the amount of dues. Upon becoming an inactive member, members may have all money they have paid into the capital account refunded, unless the member’s dues have been transferred from the capital account pursuant to paragraph II.5.

5. INACTIVE MEMBER DUES Inactive member dues may be transferred from the capital account to the Cooperative's accounts according to policies and procedures established by the Staff and approved by the Board.

6. ANNUAL MEETING An annual meeting of the membership shall be held each year. The place, day, and hour of the meeting shall be mailed to all active members at least 10, but not more than 50 days, prior to the meeting. In addition, notice of the meeting shall be posted at the Cooperative at least 10 days prior to the annual meeting.

The purpose of the annual meeting is to provide an opportunity for the Board and members to discuss the activities of the Cooperative. The Board shall establish the agenda for the annual meeting in a manner that allows for members to propose agenda items.

7. MEMBER VOTING In all instances of member voting, ballots may be received at the Cooperative, by mail, or at a meeting of members. No proxies are allowed and each active member shall have one vote. Unless otherwise specified in these bylaws, or by law, a simple majority vote is required for elections and other membership actions. The Board may prescribe additional rules and procedures for elections as appropriate. The Board shall take steps to encourage maximum participation by the membership.

8. MEMBER-INITIATED BALLOT Any member may initiate a ballot for vote by the general membership by following the Member-Initiated Ballot Procedure and Petition Requirements that are prescribed by the Board. All petitions for initiating a ballot must be signed by 1/2 of the average number of voting members from the previous three annual elections, or 300, whichever is greater. Unless otherwise specified by State law, a 60% majority is required for a member-initiated ballot to pass.

9. QUORUM An election must meet a quorum of 100 active members to be considered valid.

10. SPECIAL MEETING 300 Active members or ½ of the average number of voting members from the previous three elections, whichever is greater, may petition for a special meeting of the membership to take place within 90 days from the filing of the petition with the Board. The petition shall state the business to be discussed at the special meeting and the meeting shall be limited to such business. The Board may also call special meetings. Notice of special meetings shall be mailed to all active members at least 10, but not more than 50 days prior to the time of the meeting. The notice shall contain the time, place, and agenda of the special meeting.

11. MARKUPS Members shall pay markups on goods purchased from the Cooperative which shall be less than those paid by non-members. Volunteer Working Members are eligible to pay markups on goods purchased from the Cooperative which shall be less than those paid by non-volunteers. The Board shall determine the procedure and amount of special membership category discounts and non-member mark-ups.

12. MEMBER INDEMNITY Members are not liable for the debts of the Cooperative.

13. COMMUNICATION Members shall maintain free-flowing communication with the Board, Staff, and other members.

III. Board of Directors

1. GENERAL RESPONSIBILITIES The affairs of the cooperative shall be managed by a Board of Directors.

2. NUMBER, AND TERM The Board shall consist of a minimum of six directors and a maximum of ten directors. The exact number of directors shall be fixed by resolution of the Board. No reduction in the membership of the Board shall serve to shorten the term of any director then elected and serving. At least one Director shall be a member of the staff. Directors elected by the membership shall serve two year terms. No Director elected by the membership shall serve more than four consecutive years.

3. ELIGIBILITY Any active member is eligible to serve as a Director of the Cooperative.

4. ELECTION OF BOARD MEMBERS Board members shall be elected by the membership, except for the Staff representative, who shall be appointed by the Staff. The Board may prescribe the manner and procedures for membership elections, except that elections shall be held annually.

5. VACANCIES In the event of a vacancy on the Board of Directors, the remaining Board members may appoint a new Director. The appointed Director shall serve until the next Board election. Any Board appointed Director is eligible to run for an elected term at the next election.

6. DECISION MAKING Board Decisions are made by consensus.

7. QUORUM For purposes of Board action, unless otherwise specified or required by law, a quorum shall be a majority of the Board.

8. CONTRACTS FOR PROFIT Except for fair compensation for services actually rendered, a director shall not during her/his term of office be a party to a contract for profit with the Cooperative differing in any way from the business relations accorded members generally or upon terms differing from those generally current among members.

9. CONFLICT OF INTEREST Directors shall be under an affirmative duty to disclose an actual or potential conflict of interest in any matter under consideration by the Board. Directors having such an interest may not participate in the discussion or decision of the matter unless otherwise determined by the Board.

10. REIMBURSEMENT The Cooperative may, if authorized by a general Board resolution, reimburse individual Directors for reasonable expenses required to attend Board and committee meetings. To be eligible for reimbursement the Director must be present for the entire Board meeting.

11. REMOVAL Any Director may be removed from the Board whenever the Board determines that such removal will be in the best interest of the Cooperative. Before a Director is removed, that Director shall be given reasonable prior notice and a reasonable opportunity to speak before the Board at a regular meeting. Removal shall require a consensus minus-one vote of the Board. The membership may also remove a director through the member-initiated ballot process.

12. RESIGNATION A director may resign by submitting a written resignation to the Board with thirty days notice. Absence from three (3) Board meetings in a Board members term without providing prior notification shall constitute resignation from the Board. Exceptions to this policy may be made by consensus of the Board.

13. BOARD DUTIES Except as to matters reserved to membership by law or by these bylaws, the business and affairs of the Cooperative shall be directed by the Board of Directors. The major duties of the Board are to:

1. employ Staff, approve the make-up of the hiring committee, approve job descriptions, and approve a hiring policy;
2. select officers, and fill Board vacancies as needed;
3. approve an operating budget annually;
4. monitor the financial health of the Cooperative;
5. appoint standing and special committees as needed;
6. authorize appropriate agents to sign contracts, leases, or other obligations on behalf of the Cooperative;
7. adopt, review, and revise Cooperative plans;
8. approve major capital projects;
9. adopt major policy changes;
10. adopt policies to foster member involvement;
11. authorize major debt obligations of the Cooperative;
12. ensure compliance with all corporate obligations, including the keeping of corporate records and filing all necessary documents;
13. ensure adequate audits of Cooperative finances;
14. maintain free-flowing communication between the Board, Staff, committees, and the membership;
15. adopt policies which promote achievement of the mission statement and goals of the Cooperative.
16. resolve organizational conflicts after all other avenues of resolution have been exhausted;
17. establish and review the Cooperative's goals and objectives.
18. provide an annual report to the members to include a financial report, committee reports, and a summary of other significant events held and actions taken by the Cooperative during the year.

14. DISPOSAL OF ASSETS The Board may not dispose of all or substantially all of the Cooperative's assets without prior approval of two-thirds of the active members.

15. SUPREMACY The Board shall not exercise any power under these bylaws which is in conflict with the articles of incorporation or applicable state or federal law.

16. MEETINGS The Board shall meet at least twelve times a year. Board meetings shall normally be open to the membership. The Board may close meetings at its discretion to discuss personnel matters, legal matters, or other items which require private discussion. Extra or special meetings may be called at the discretion of the Board or by petition of 25 active members, provided that the petition specifies the business to be conducted at the meeting.

17. ACTION WITHOUT MEETING The Board may act without meeting if all Directors consent. The action shall be recorded in writing at the time it is made and included in the minutes of the next Board meeting. Any action taken under this procedure shall be fully effective.

18. INDEMNIFICATION To the full extent permitted by the Washington Non-Profit Corporation Act the cooperative shall indemnify any person who was or is a party or is threatened to be a party to any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that the person was or is a Director or officer of the cooperative against expenses (including attorney's fees), judgements, fines, and liabilities reasonably incurred or imposed upon them in connection with or resulting from any claim, action, suit, or proceeding, provided that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the cooperative. The termination of any action, suit, or proceeding by judgement, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the cooperative. The Board of Directors may obtain insurance on behalf of any person who is or was a Director, officer, employee, or agent against any liability arising out of their status as such, whether or not the cooperative would have power to indemnify her/him against such liability. The Board of Directors may, at any time, approve indemnification under the Washington Non-Profit Corporation Act of any person which the cooperative has the power to indemnify. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or contract.

IV. Staff

MAJOR RESPONSIBILITIES The major responsibilities of the Staff are to:

A. keep the store functioning and open regular hours.

B. present comprehensive financial statements to the Board quarterly or as requested;

C. keep accounting records in accord with generally accepted accounting principles;

D. maintain accurate and up-to-date corporate records, articles, Bylaws, Board meeting minutes, membership meeting minutes, staff meeting minutes, and required reports; and make these documents accessible to members.

E. maintain accurate and up-to-date membership records including names, addresses, fee records, and dues records;

F. maintain accurate and up-to-date records of the names and addresses of all creditors;

G. maintain adequate insurance and bonding;

H. regularly propose to the Board updated personnel policies and employee benefit programs;

I. maintain systems for control of all operations;

J. maintain adequate channels for taking and responding to member suggestions, commendations, and complaints;

K. maintain all facilities in good repair and in sanitary and safe condition;

L. provide effective and consistent programs for consumer and cooperative information;

M. maintain free-flowing communication between Staff, Board, committees, and the membership;

N. carry out Board decisions and/or membership decisions made in compliance with these bylaws;

O. carry out all activities and act in accordance with applicable law, the articles of incorporation, and the bylaws of the cooperative.

V. Financial Information

1. FISCAL YEAR The fiscal year ends December 31.

2. AUDIT COMMITTEE The Board shall name an audit committee or select an experienced accountant to conduct an audit every three (3) years. Members of the audit committee or the accountant may not be employees, or officers of the cooperative or their immediate families; Board members may be on the audit committee, but the committee may not be composed entirely of Board members. The audit committee or accountant shall report their findings to the Board in writing and in a timely fashion.

3. REPORTS The financial coordinator or a member of the Finance committee shall report to the members at the annual meeting and in the Cooperative's newsletter. The Finance committee will also report to the Board as required.

4. BONDING The Board may require bonding of employees.

VI. Dissolution

1. BOARD ACTION In order to voluntarily dissolve the Cooperative, the Board of Directors must adopt a resolution recommending dissolution and direct that the question of dissolution be submitted to a vote of the membership.

2. NOTICE Appropriate notice of the vote must be provided as required by R.C.W.24.03.220.

3. VOTE NEEDED The Cooperative may be dissolved by a 2/3 vote of the active membership. No other business may be transacted at a special meeting called for the purpose of dissolving the Cooperative or on a ballot issued for the purpose of dissolving the Cooperative.

4. PROCEDURE Upon dissolution of the Cooperative the Board shall supervise the winding up of business, the paying of debts, and the distribution of assets.

VII. Amendment

These bylaws may be amended through a board or member-initiated ballot that remains open at least 30 days. Copies of the proposed bylaws changes shall be available at all locations of the Cooperative at least 30 days prior to the beginning of any vote to amend these bylaws.

Approved by the membership November 2005