BYLAWS OF GREENER PASTURES NATURAL FOODS COOPERATIVE & WELLNESS CENTER

1. Organization.
1. Status. Greener Pastures Natural Foods Cooperative & Wellness Center (referred to in these bylaws as “GPNF”) is a cooperative association incorporated under the Consumer Cooperative law of the State of Minnesota.

2. Purpose and mission. As more fully stated in its Articles of Organization, GPNF is organized to operate a retail grocery store for the primary and mutual benefit of its Members as patrons of its services. GPNF is organized and shall be operated exclusively on a cooperative basis. The mission of GPNF is:

1. to provide high quality and fairly priced food and other household goods and personal items to its owners and to others and to engage in other lawful activities,

2. to offer education and information on cooperative principles and practices, food and food sources, health, and nutrition,

3. to serve as a model of cooperation, democracy, and self-reliance,

4. to invest in an environmentally and economically sustainable local food system,

5. to cultivate fair and trusting relationships between consumers and producers, and

6. to cooperate with other cooperatives whenever possible,

7. all for the mutual benefit of its Members and the local, regional, and global community.

3. Cooperative principles. GPNF shall be operated in accordance with the cooperative principles adopted by the General Assembly of the International Co-operative Alliance, as follows:

1. Voluntary and Open Membership--cooperatives are voluntary organizations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.

2. Democratic Member Control--cooperatives are democratic organizations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary cooperatives members have equal voting rights (one member, one vote) and cooperatives at other levels are also organized in a democratic manner.

3. Member Economic Participation--Members contribute equitably to, and democratically control, the capital of their cooperative. At least part of that capital is usually the common property of the cooperative. Members usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their cooperative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the cooperative; and supporting other activities approved by the membership.

4. Autonomy and Independence--cooperatives are autonomous, self-help organizations controlled by their members. If they enter into agreements with other organizations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their cooperative autonomy.

5. Education, Training, and Information--cooperatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their cooperatives. They inform the general public--particularly young people and opinion leaders--about the nature and benefits of cooperation.

6. Cooperation among Cooperatives--cooperatives serve their members most effectively and strengthen the cooperative movement by working together through local, national, regional, and international structures.

7. Concern for Community--cooperatives work for the sustainable development of their communities through policies approved by their members.

4. Principal office. The principal office of GPNF shall be located at 1108 Hennepin Avenue N in the City of Glencoe, Minnesota 55336.

5. Nondiscrimination.  GPNF shall not discriminate on the basis of race, color, sex, genetic predisposition, age, ancestry, national origin or political affiliation.

2. Membership.

1. Eligibility and admission.

1. Membership in GPNF shall be voluntary and open to any individual eighteen years of age or older or organization operated on a cooperative or nonprofit basis whose purpose is to make purchases from GPNF for the use or consumption of the applicant and to accept the responsibilities of Membership.

2. Applicants will be admitted to Membership upon:

1. submitting required information on the membership application, and

2. complying with the share purchase requirement (see ⁋2.2).

3. On or before admission to Membership each Member shall be provided a copy of these bylaws, including the appended explanation of the patronage refund consent provision (see ⁋11.1).

4. If within six months after the date of application any doubts arise concerning eligibility, including doubts as to the apparent intent of the applicant, the application for Membership shall be subject to approval by the Board.

5. Individuals who wish to make a Membership pledge to show intentionality to purchase membership may do so. These pledges have neither voting nor discount privileges.

2. Share purchases.

1. Applicants shall be required to purchase one common share and such additional, if any, series A, B, C, or D preferred shares as they may be able and willing to provide as a financial expression of support for GPNF.

2. Purchases of shares shall be at their par value, as below:

1. common share, $100.

2. series A preferred share, $100.

3. series B preferred share, $200.

4. series C preferred share, $500.

5. series D preferred share, $1000.

3. Rights. Except as otherwise provided in these bylaws:

1. references to the rights and entitlements of owners shall be understood to refer only to owners in good standing.

2. any individual Member or any member of his or her immediate household shall be entitled to make purchases from GPNF on terms generally available to Members.

3. any individual Member shall be entitled to participate in the governance of GPNF as set forth in these bylaws.

4. persons who have pledged for but not fully paid the share purchase requirement shall not be considered owners.

5. Members may contribute labor or services and thereby be entitled to receive benefits, as determined by the Board.

4. Responsibilities. Each Member shall notify GPNF of any change to the name or address of the Member.

5. Access to information. Members shall be provided adequate and timely information as to the organizational, operational, and financial affairs of GPNF.

1. The Board may deny such access if it reasonably determines that the purpose of such access is not directly related to a legitimate interest of the owner and is contrary to the best interests of GPNF.

2. The Board may also provide a reasonable alternative to such access that adequately accommodates a proper purpose.

6. Settlement of disputes.

1. In any dispute between GPNF and any of its Members or former Members which cannot be resolved through informal negotiation, it shall be the policy of GPNF to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement.

2. Neither party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

7. Limited transferability.

1. Upon termination of Membership, or at any time as to shares held in excess of the minimum amount, GPNF will upon request of the Member transfer the carrying value of ownership rights and interests, including shares and deferred patronage dividends, net of any authorized offsets, to the credit of another person designated by the requesting Member or a person legitimately acting for the Member, provided that:

1. the transfer involves no element of profit and that

2. the person so designated is or becomes a Member of GPNF.

2. Membership rights and interests may not otherwise be sold, assigned, or transferred.

3. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee.

8. Termination/withdrawal.

1. Voluntary. A Member may withdraw at any time upon notice to GPNF.

2. Involuntary.

1. A Member may be expelled by vote of Members for cause after being provided at least ten days notice of the charges and an opportunity to respond in person or in writing or by counsel.

2. Upon termination of Membership, all rights and interests in GPNF shall cease except for rights to redemption of capital pursuant to ⁋7.4 of these bylaws.

3. Meetings of Members.

1. Annual meeting. An annual meeting of Members shall be held no later than four months after the end of the fiscal year to:

1. receive reports on operations and finances of GPNF,

2. elect as necessary Board members, Directors, President, Vice President, Treasurer, and Secretary, and to

3. conduct such other business as may properly come before the meeting.

2. Special Meetings.

1. may be called by the Board, or

2. shall be called by the Secretary as soon as practicable after the receipt of petitions signed by not less than five percent of all Members,

1. such petitions stating any proper business to be brought before the meeting.

2. Petitions must be received by GPNF not less than fifteen days before the issuance of notice of the meeting at which they are to be presented to a vote.

3. Time/Place/Purpose/Notice.

1. Written notice of the time, place, and purpose(s) of the meeting shall be provided to each Member not less than twenty nor more than fifty days before the date of the meeting.

2. GPNF shall also endeavor to post the notices of meetings in a timely manner and in a conspicuous place in the GPNF store.

3. Unless otherwise determined by the Board, only persons who are Members at the close of business on the day immediately preceding the date of distribution of notices shall be entitled to notice and to vote with respect to the subject of such notice.

4. Any business conducted at a meeting other than that specified in the notice of the meeting shall be of an advisory nature only.

4. Quorum necessary and sufficient for the transaction of business, as to:

1. election of directors, shall be the presence by ballot or in person of 10% of all Members or 100 Members, whichever is less, and as to

2. all other issues, shall be the presence by ballot or in person of 5% of all Members or 50 Members, whichever is less.

5. Voting.

1. In-person meetings of Members shall be conducted in accordance with accepted rules of parliamentary procedure.

1. Each Member shall have one and only one vote on each matter submitted to a vote irrespective of the number of shares owned or subscribed for.

2. Unless otherwise required by law or by these bylaws, issues shall be decided by a simple majority of votes cast except where one or more choices are to be made from several alternatives, in which case the alternative(s) receiving the most votes shall be considered approved.

3. Proxy voting shall not be permitted.

2. Ballots.

1. Voting by written ballot. Members may vote by written ballot delivered to GPNF unless otherwise determined by the Board.

2. Voting on all matters that Members are entitled to vote upon will be accomplished through a paper ballot or, if the member consents, by electronic ballots, or both, as authorized by the Board.

3. Ballots, together with the exact text of an issue for decision, shall be included in the notice of the meeting to which they relate.

4. Ballots shall be submitted in a manner that reasonably secures the privacy of Members and the integrity of the voting process.

5. Members may vote by written ballot delivered to GPNF unless otherwise determined by the Board.

6. Casting of a written ballot shall be equivalent to presence in person at a meeting with respect to the subject of the written ballot.

4. Board of Directors.

1. Powers. Except as to matters reserved to Members by law or by these bylaws, the business and affairs of GPNF shall be managed under the direction and supervision of the Board of Directors (sometimes referred to in these bylaws as “the Board”).

2. The duties of the Board shall include, but not be limited to:

1. overseeing the operations and finances of GPNF (see ⁋4.9.3),

2. establishing policies to govern operational decisions,

3. engaging a General Manager and monitoring and evaluating his or her performance, and

4. assuring that the purpose and mission of GPNF are properly carried out.

3. Individual Directors.

1. Qualifications.

1. shall be a Member.

2. shall have no overriding conflict of interest with GPNF (see ⁋4.7}.

3. shall have neither a personal agenda with respect to nor an antagonism against GPNF.

4. shall have no disinclination to act in the best interests of GPNF.

2. Number.

1. shall be not less than five nor more than sixteen individuals, as determined by the Board or at a meeting of Members.

2. No more than one employee of GPNF shall serve as a Director at any one time.

3. No more than two employees shall serve as Directors at any one time when the number of Directors is ten or more.

4. Election of Directors.

1. Nomination of Candidates.

1. shall be by the Board,

2. or by a petition signed by at least 50 Members in good standing and submitted to GPNF by a date designated by the Board.

3. No employee directly hired by the Board shall be eligible for nomination.

2. All directors shall be elected by Members.

3. Unopposed candidates must receive the votes of a majority of those voting to be considered elected.

4. Terms of office.

1. Directors shall be elected for terms of three years.

2. Directors shall hold office until their successors are elected or until their offices are sooner terminated in accordance with these bylaws.

5. Compensation.

1. Directors may be compensated only as approved at a meeting of Members.

2. Directors may be reimbursed for reasonable expenses incurred in connection with the performance of authorized business of GPNF.

6. Standards of conduct.

1. Directors shall be responsible at all times for discharging their duties in good faith, and

2. in a manner that they reasonably believe to be in the best interests of GPNF, and

3. with the care that an ordinarily prudent person in a like position would use under similar circumstances.

7. Conflicts of interest.

1. Duty to disclose

1. Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest, either direct or indirect, in any matter under consideration by the Board or by a committee exercising any authority of the Board, and

2. such interest shall be made a matter of record in the minutes of the meeting.

2. A director or member of a committee having a conflict of interest

1. shall be permitted to make a statement with regard to the matter, but

2. shall not be permitted to participate in the discussion or decision of the matter.

8. Indemnification.

1. Except to the extent a past, present, or future Director acted in bad faith, GPNF shall indemnify him:

1. to the full extent allowed by state law, and

2. for any liability (including attorney’s fees actually incurred in connection therewith) to which he may become subject by reason of being a Director, and

3. on a priority basis, but

4. only in such increments and at such times as will not jeopardize the ability of GPNF to pay its ordinary and necessary obligations as they become due.

2. Any indemnification payments or advances shall be reported to Members not later than the next-scheduled meeting of Members.

9. Committees.

1. The Board may appoint special or standing committees to advise the Board or to exercise such authority as the Board shall designate.

2. Such committees shall include at least one director.

3. The appointment of any committee shall not relieve the Board of its responsibilities in the oversight of GPNF.

10. Termination. The term of office of a director may be terminated prior to its expiration in any of the following ways:

1. voluntarily by a director upon notice to the Secretary;

2. by decision of ⅔ of the remaining directors for conduct contrary to the Cooperative or failure to follow Board policies;

3. by decision of the Members in accordance with the petition and voting provisions of these bylaws.

11. Vacancies. Any vacancy among Directors occurring between annual meetings may be filled by the Board for the remainder of the vacant position’s term.

5. Meetings of the Board

1. Convening.

1. As far as may be practicable meetings of the Board shall be held no less frequently than once in each month.

2. Meetings not called by the Board:

1. may be called by the President, or

2. shall be called by the Secretary upon request of any three directors.

2. Notice.

1. Meetings called by the Board shall require no notice, it being the responsibility of absent directors to inquire as to the time of further scheduled meetings.

2. Other meetings shall require written notice to be sent to all directors at least three days before the date of the meeting, including transmission by a telecommunications device.

3. Notices of meetings of the Board shall also be posted in a timely manner and in a conspicuous place in GPNF store, but the inadvertent failure to do so shall not affect the validity of the meeting.

4. Waiver of notice.

1. Any notice of a meeting required under these bylaws may be waived in writing at any time before or after the meeting for which notice is required.

2. A person who attends a meeting other than for the sole purpose of objecting to the adequacy of the notice shall be deemed to have waived any objection to the notice.

3. Quorum necessary and sufficient for the transaction of business shall be the presence in person, including by any means of communication whereby all directors participating may simultaneously hear each other during the meeting, of a majority of directors at any meeting of the Board.

4. Decision making.

1. The prefered method is consensus, which shall be considered the affirmative vote of all directors present except those who, while expressing an objection or concern, abstain.

2. Alternatively, lacking consensus after diligent effort to achieve it, then by 2/3 majority vote, 

3. Action without a meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting only if a written consent to the action is signed by all directors and filed with the minutes of meetings.

5. Open meetings.

1. Meetings of the Board and all committees shall be open to Members, except that

2. sessions of a meeting may be closed as to matters of a confidential or sensitive nature.

3. A portion of each meeting of the Board shall be set aside for Members who are present to express their concerns on any matter relevant to GPNF.

6. Officers

1. Designation.

1. The principal officers of GPNF shall consist of:

1. President; shall be responsible for:

1. coordinating the activities of the Board, and

2. assuring the orderly conduct of all meetings of the Board and owners.

2. Vice President; shall be responsible for:

1. performing the duties of the President in his or her absence or disability, and

2. as requested, assisting other officers in the performance of their duties.

3. Secretary; shall be responsible for:

1. the recording and keeping of adequate minutes of all meetings of the Board and of owners,

2. issuing notices required under these bylaws, and

3. authenticating records of GPNF.

4. Treasurer; shall oversee:

1. maintenance of financial records,

2. reporting of financial information, and

3. filing of required reports and returns.

2. The Board may designate other officers or assistant officers.

2. Qualifications. Principal officers shall be directors.

3. Election, terms, and removal. Officers:

1. shall be elected by the Board at its first meeting following the annual meeting of Members,

2. shall serve for terms of one year or until election of their successors, and

3. may be removed and replaced by the Board at any time whenever the best interests of GPNF would thereby be served.

4. Duties.

1. In addition to signing or attesting to formal documents on behalf of GPNF as authorized by the Board, officers

2. shall fulfill such duties as are determined by the Board or required by state law.

7. Shares

1. Issuance.

1. GPNF shall issue common and series A, B, C, and D preferred shares to evidence capital funds provided by Members.

2. Such shares may be issued only to persons eligible for, and admitted to Membership in, GPNF.

3. Common shares shall be issued only at their par value of one hundred dollars per share.

4. Payment for shares shall not exceed one thousand dollars or such higher amount as may be permitted by state law.

2. Terms.

1. Common shares shall be entitled to no dividend or other monetary return on investment.

2. Minimum share purchase requirement:

1. shall be subject to increase for the reasonable current or prospective capital needs of GPNF, and

2. such increase must apply equally to both existing and newly-admitted Members.

3. Series A, B, C, and D preferred shares shall be entitled to no more than a fixed dividend sufficient:

1. to offset cost of living increases, and

2. as minimal recompense for assumed risk, as determined by the Board.

4. Common shares shall be nontransferable and may not be pledged as security for a debt.

3. Certificates.

1. GPNF shall issue certificates to evidence fully-paid shares.

2. Each certificate shall have printed upon it information as to:

1. voting rights being on a one-member-one-vote basis,

2. proxies being prohibited, and

3. transferability being limited.

3. All certificates shall be:

1. signed personally or by facsimile by the President and the Secretary, and

2. numbered and registered by GPNF.

4. GPNF may issue a replacement certificate for any common share alleged to have been lost, stolen, or destroyed without requiring the giving of a bond or other security against related losses.

4. Redemption.

1. Common shares shall be redeemed:

1. upon request following voluntary termination of Membership, and a reasonable processing fee may be imposed, as determined by the Board,

2. upon involuntary termination of ownership,

3. upon death of the owner, and

4. under other compelling circumstances as determined by the Board.

2. Series A, B, C, and D preferred shares shall be redeemed upon request:

1. at any time at the option of GPNF, but

2. no sooner than three years after they have been issued.

3. Both common and Series A, B, C, and D preferred shares shall be redeemed:

1. if and when there are sufficient reserve funds for redemption, and

2. in the amount of their par value or their net book value, whichever is lesser.

4. Redemption proceeds shall be subject to offset by amounts due and payable to GPNF by the Member.

5. No redemption shall be made when payment would impair the ability of GPNF to meet its other obligations as they become due.

6. Reapplications for Membership after full or partial redemption of common shares shall be subject to full repayment of redemption proceeds.

5. Lien and offset.

1. GPNF shall have a first lien on common stock for amounts otherwise due and payable to GPNF from the owner.

2. GPNF may, at any time after such amounts remain due and payable for thirty days, offset such amounts against payments for common stock.

3. Such offset may not be effected by an owner or by anyone acting in the right of an owner.

8. Patronage Dividends.

1. Allocations.

1. After the end of each fiscal year the realized net savings of GPNF attributable to the patronage of Members shall be allocated among Members:

1. in proportion to their patronage,

2. in accordance with this article, and

3. in such a manner and at such a time as to constitute patronage dividends within the meaning of federal income tax law.

4. Unless otherwise required under federal tax law, all of the operations of GPNF shall comprise a single allocation unit.

2. A portion of the realized net savings of GPNF not attributable to the patronage of Members shall be allocated to funds for the general welfare of Members.

3. Net savings may be reduced by such reasonable reserves for necessary business purposes as is determined by the Board.

2. Distributions.

1. Except as subject to ⁋8.5, at least twenty percent of all allocations shall be:

1. distributed by a check accompanying a written notice of allocation to each recipient, and

2. delivered to recipient Members within nine months following the close of the fiscal year.

2. Any allocations of such a nominal amount as not to justify the expenses of distribution may, as determined by the Board, be excluded from distribution provided that they are not then or later distributed to other Members.

3. Members shall retain the right to waive in whole or in part, by action at a meeting of Members, any patronage dividends to which they may be entitled.

3. Consent. By obtaining or retaining Membership in GPNF, each Member shall thereby consent to take into account, in the manner and to the extent required by Section 1385 of the Internal Revenue Code, the stated dollar amount of any qualified written notice of allocation in the taxable year such notice is received.

4. Deferred amounts.

1. The portion of each allocation not currently paid by check shall be credited to revolving capital accounts in the names of recipient Members and shall constitute a reserve fund for the general conduct of the business of GPNF.

2. Such deferred amounts shall accrue no dividend or other monetary return on capital and may be redeemed when determined by the Board to be no longer needed for their intended purpose. At that time they shall be redeemed:

1. in the order of the oldest outstanding amounts, and

2. on a pro rata basis among such amounts, except that

3. redemptions shall be payable only to Members who are then in good standing or become so within a six-month period of time.

3. Deferred patronage dividends may also be redeemed under compelling circumstances as determined by the Board. They shall be subject to being offset by:

1. amounts otherwise due and payable to the GPNF, and by

2. assessments resulting from tax audit adjustments.

5. Net losses. No portion of a net operating loss realized by the cooperative shall be allocated to Members.

1. The patronage portion of such losses shall be carried forward to offset patronage-sourced income of subsequent years.

2. The non-patronage portion of such losses shall be carried back and forward to offset non-patronage-sourced income of prior and subsequent years as required or permitted  under federal income tax law.

9. Miscellaneous.

1. Fiscal year. The fiscal year of GPNF shall coincide with the calendar year.

2. Communication by electronic means. Unless otherwise required by these bylaws, any notice, consent, ballot, petition, or other document required or permitted by these bylaws may be delivered by electronic means, provided that, in the case where such communication expressly or impliedly requires the signature of the person submitting the communication, means are in place to reasonably assure the authenticity of the signature.

10. Changes to Bylaws.

1. Interpretation. Provided that all its actions are reasonable and consistent with these bylaws, the Board of Directors shall have power to:

1. interpret these bylaws,

2. apply them to particular circumstances, and

3. adopt policies in furtherance of them.

2. Severability. In the event that any provision of these bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision

1. shall be deemed inoperative to such extent, and

2. shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these bylaws.

3. Amendment. These bylaws may be amended or repealed only at a meeting of Members, provided that the proposed amendments are stated or fully described in the notice of the meeting at which the amendments are to be adopted.

11. APPENDIX.

1. Explanation of patronage dividend consent provision.

1. ⁋8.3 of GPNF’s bylaws relates to when and how patronage dividends are required to be included in the taxable incomes of recipient Members.

2. Section 1385(b) of the Internal Revenue Code provides that a patronage dividend shall not be included in the taxable income of a recipient to the extent that such amount “is attributable to personal, living, or family items.” This exclusion from taxable income would apply to Members whose purchases from GPNF were for such personal use. To such persons ⁋8.3 is therefore of no effect.

3. To all other Members ⁋8.3 represents their consent to include the amount of their patronage dividend in their taxable incomes for the year in which they receive their patronage dividend notice and check. This consent would apply to Members whose purchases from the GPNF were for business or income-producing purposes.

2. History of changes to bylaws.

1. These bylaws were preliminarily approved by the Board of Directors on 09/14/2018.

Changes were approved by the Board of Directors on 09/22/2018 and approved by a vote of the Members on 09/23/2018.