Adopted on December 3, 2016
Article 1: Organization and Purpose
1.1. Mariposa, Inc. (hereafter “the Co-op”) is organized according to the principles of the international cooperative movement to provide residents of West Philadelphia and beyond with access to and information about food, especially healthy, locally-grown, or otherwise sustainably-produced products. Our primary activity is running a food co-op owned by those who shop there, who actively participate in its governance and operations on an egalitarian consensus-seeking basis. Mariposa is committed to workplace democracy, food justice, anti-racism, and dismantling oppression in all its forms.
Article 2: Membership
2.1. Eligibility. Membership in the Co-op shall be open to any individual who is at least eighteen (18) years old or is a legally emancipated minor, and who is willing to accept the responsibilities of membership.
2.2 Admission. Any eligible person shall be admitted to membership upon submitting an application and investing equity in an amount determined by the Board of Delegates (henceforth “the Board”). Changes to the minimum equity amount must be approved by member-owners before taking effect.
2.3. Responsibilities. Member-owners shall keep current in equity investments due to the Co-op, shall keep the Co-op informed of any changes in name or current address, and shall satisfy any other requirements established by the member-owners from time to time. A member-owner who upholds these responsibilities is considered an active member in good standing.
2.4. Rights. Member-owners have the right to elect the Co-op’s Board, to attend meetings of the Board, to receive notice of and attend membership meetings, to petition as described in these bylaws, to dissolve the Co-op, and to approve amendments to these bylaws, to the Co-op’s mission, to the articles of incorporation, to the minimum equity contribution, or to the basis of membership. Member-owners are encouraged to actively engage with the work of the Co-op via committees, as described in Article 6. Each member-owner shall have one vote and no more on all matters submitted to member-owners. The rights of member-owners shall apply only to active members in good standing.
2.5. Termination of Membership. A member-owner may terminate their membership voluntarily at any time by written notice to the Co-op. Membership may be terminated involuntarily by the Board for cause after the member-owner is provided fair notice of the reasons for the proposed termination and has an opportunity to respond in person or in writing. Cause may include intentional or repeated violation of any provision of the Co-op’s bylaws or policies, actions that will impede the Co-op from accomplishing its purposes, actions or threats that adversely affect the interests of the Co-op or its member-owners, willful obstruction of any lawful purpose or activity of the Co-op, breach of any contract with the Co-op.
2.6. Non transferability. Membership rights and member equity may not be transferred in any manner.
2.7. Inactive Membership. The Board of Delegates may adopt procedures for identifying inactive member-owners. When a member-owner is determined to be inactive, a warning notice shall be sent to the most recent email or postal address of the member and if no response is received within 60 days, the membership shall immediately terminate and all of the member-owner’s equity shall be forfeited and transferred to the reserve equity account.
2.8. Death of Member-Owner. Upon the death of a member-owner, the membership shall immediately terminate. Upon written request, the Co-op shall return the terminated member-owner’s Regular Equity, subject to deductions for debts owed by the member-owner to the Co-op. If no such request is made within two (2) years after the death of the member-owner, the member-owner’s equity shall be forfeited and transferred to the reserve equity account.
Article 3: Member Meetings
3.1. Annual Meeting. A membership meeting shall be held each year at a time and place to be determined by the Board. The purpose of such meetings shall be to hear reports on governance, operations and finances, to review issues that vitally affect the Co-op, and to transact such other business as may properly come before the member-owners, including elections, as needed.
3.2. Special Meetings. The Board shall call at least one (1) special meeting of the membership each year, and may call other special meetings as needed. The Board must call a special meeting if presented with a written petition stating a proper purpose and signed by a number of members sufficient to form a quorum. Notice of the special meeting will be issued to member-owners. In the case of a petition, notice of the special meeting will be issued within ten (10) days after a presentation of the petition to the Board. The meeting shall take place within thirty (30) days of receipt of the petition.
3.3. Notice of Meetings. Notice of the date, time, place and purpose of each meeting of the membership shall be posted in conspicuous places of the Co-op and reasonably communicated to member-owners not less than fifteen (15) days prior to the date of the meeting.
3.4. Agenda. The agenda of membership meetings shall be developed by the Board. If any member-owner submits to the Board a petition of ten (10) member-owners requesting that an item be placed on the agenda of a membership meeting not less than three weeks prior to a scheduled membership meeting, the board must place this item on the agenda. No business shall be conducted at a meeting except that specified in the notice of the meeting.
3.5. Quorum. At any meeting of the membership, the quorum necessary to conduct business shall be 5% of the total number of active member-owners or forty (40) member-owners, whichever is less.
3.6. Consensus Process. A consensus-seeking process shall be followed for all matters requiring decision by member-owners. The consensus process must strive to be:
- Inclusive: as many stakeholders as possible are involved in group decisions.
- Participatory: all decision-makers are allowed a chance to contribute to the discussion.
- Egalitarian: all decision-makers should afforded, as much as possible, equal input into the process.
- Collaborative: the group constructs proposals together that meet the concerns of all group members rather than those of individual authors.
- Agreement seeking: the goal is to generate as much agreement as possible.
- Cooperative: participants strive for the best possible decision for the group as a whole, rather than competing for personal preferences.
Any decision by member-owners must involve at a minimum the following elements: discussion of the issue; clear presentation of a formal proposal; time for clarifying questions; test for consensus; identification and discussion of raised concerns; modification to proposal (if necessary to proceed).
3.7. Making decisions. After a consensus process has been followed, member-owners shall make decisions using the “Thumbs” method of hand signals and by consensus minus two (2), which means three (3) blocks are needed to prevent a proposal from being approved.
- Thumbs Up=agreement
- Thumbs Sideways=stand aside or have concerns but won’t block consensus
- Thumbs Down=block because this decision would do serious harm to the Co-op
- No Thumbs (fist)=abstain
To ensure a consensus threshold has been met, those in agreement (Thumbs up) must be equal to 2/3rds of those participating in the decision (not counting abstentions). See appendix.
When member-owners are deciding between two or more alternatives, a consensus process shall be followed for each proposed alternative [i.e. member-owners shall agree via consensus process that each alternative will not harm the Co-op, even if it is not their preferred choice]. Member-owners shall then choose between approved alternatives by a majority vote of those not abstaining.
Because consensus is only effective when participants are educated about the process and the way in which it differs from majority voting, an overview of consensus decision-making, including the appropriate use of blocking, shall be presented before any decision at a member meeting.
3.8. Decision-making method. Except where otherwise indicated in these bylaws, all decisions by member-owners will be by consensus minus two (2), unless member-owners authorize decision-making by a different method.
3.9. Referendum on Board Actions. Any action taken by the Board may be referred to member-owners for disapproval if demanded by petition of at least 10% of active member-owners or 100 member-owners, whichever is less, delivered to the Board within four (4) weeks after the date the action is publicized to member-owners. At the next membership meeting following receipt of the petition, member-owners shall decide by two-thirds (2/3) majority of those not abstaining to overturn the action. If the action has not been executed at the time the petition is received, and unless doing so would place the Co-op or any person at unreasonable risk, the Board shall stay the action until the referendum has been held. Any petition against a Board action must propose an alternative to the action for Board consideration. Rights of third parties which vest between the time that the action is authorized by the Board and the time that the petition is received or the referendum is held shall not be impaired by a vote of the member-owners.
Article 4: Board of Delegates
4.1. Board Make-up. The Board shall be composed of eleven (11) delegates. Ten (10) delegates shall be elected by member-owners of the Co-op (and shall include a minimum of one staff delegate elected by member-owners). One (1) staff delegate shall be elected by staff, and then confirmed by member-owners.
4.2. Board Powers. Except for matters for which member-owner voting is required (see 2.5 above), the Board shall have full power to govern the Co-op, including, but not limited to, hiring, reviewing, and establishing compensation for Co-op management and ensuring that the mission of the Co-op is articulated and carried out.
4.3. Fiduciary Duty. A delegate of the Co-op shall stand in a fiduciary relation to the Co-op and shall perform their duties as a delegate in a manner they reasonably believe to be in the best interest of the Co-op, and with such care, including reasonable inquiry, reliance on competent information, skill and diligence, as a person of ordinary prudence would use under similar circumstances.
4.4. Eligibility. All delegates must be member-owners of the Co-op in good standing. Delegates elected to the two (2) Board seats designated for Co-op staff must also be employees of the Co-op. A maximum of three (3) Delegates shall be paid staff of the Co-op. Any person with a conflict of interest so continuing and pervasive that they are unable to effectively fulfill the responsibilities of a delegate with the Co-op shall not be qualified to serve as a delegate.
4.5. Terms and Elections. Elections for the ten (10) member-owner-elected Board seats, including the one (1) member-owner-elected staff seat, shall occur annually by ballot using the single transferable vote method and Droop quota. One (1) staff Board seat shall be filled by election by the staff, in a manner prescribed by the staff and then confirmed by a two thirds (2/3rds) majority of member-owners voting by ballot. All delegates shall serve a term of three (3) years and shall serve staggered terms so that approximately one-third (1/3) of the Board is elected each year. Newly elected Board members shall assume voting privileges on June 1st after a period of training and orientation following the election. No elected delegate may serve more than (2) consecutive 3-year terms. Mid-term appointments shall not count against the six (6) year maximum. A final list of candidates for open positions, including candidate statements, shall be presented to member-owners a minimum of four (4) weeks prior to the start of voting.
4.6. Vacancies. Any vacancy among delegates may be filled by appointment by the Board. In the case of the one (1) staff seat elected by staff, a vacancy shall be filled by appointment or election by staff, as determined by the staff. A delegate so appointed to fill a vacancy shall be appointed until the next annual election. If the size of the Board falls below nine (9) members, the Board may continue to function, but must make a good faith effort to bring the size back to at least nine (9) members as soon as possible.
4.7. Removal. A delegate may be removed by a decision of two-thirds (2/3) of the remaining delegates for conduct contrary to the Co-op or failure to follow Board policies.
4.8. Compensation of delegates. Delegates who are not employees of the Co-op shall receive no monetary compensation from the Co-op for their service as delegates, other than any benefits available to member-owners who meet the criteria established for working members. Any compensation for Board work for delegates who are paid employees of the Co-op shall be determined by the Board, in consultation with management, and subject to all applicable laws.
4.9. Meetings. The Board of Delegates may hold meetings, both regular and special, at such time and place as it may determine; however at least six (6) meetings must be held each year. The date, time, and place of all meetings shall be posted conspicuously and with reasonable advance notice. All meetings shall be open to the member-owners of the Co-op, unless the Board decides to go into executive session regarding confidential or proprietary matters such as: labor relations or personnel issues; negotiation of a contract; discussion of strategic goals or business plans, the disclosure of which would adversely affect the Co-op’s position in the marketplace; and/or discussion of a matter that may, by law or contract, be considered confidential. The subject of any executive session shall be recorded in the minutes of the meetings.
4.10. Action without a Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if notice of such action is sent to each delegate and the action is affirmed in writing by two-thirds (2/3) of the delegates. Such actions may be taken through electronic means and will be recorded in the minutes of the next regularly scheduled meeting.
4.11. Quorum. A number of delegates equal to two-thirds (2/3rds) of current delegates shall constitute a quorum and no decisions will be made without a quorum.
4.12. Conflicts of Interest. No delegate shall participate in any board matter in which they have a conflict of interest. Delegates shall be under an obligation to disclose their actual or potential conflicts of interest in any matter under consideration by the Board. Delegates having such a conflict shall recuse themselves from discussion and decision of the matter, unless otherwise determined by the Board. Delegates who are employees of the Co-op shall not be present for discussions or votes on personnel matters, including their own performance or compensation, or the performance or compensation of Co-op management. Delegates may not do business with the Co-op except in the same manner as other member-owners generally do business with the Co-op or under other conditions that are procedurally defined to avoid preferential treatment.
4.13. Indemnification. The Co-op shall indemnify and reimburse each delegate for any claim or liability (including expenses and attorney’s fees reasonably incurred in connection therewith) to which such person may become subject by reason of being a delegate, to the full extent allowed by law, except to the extent the delegate acted in bad faith.
Article 5: Officers & FJAR Delegate
5.1. Election of Officers. The Board will elect officers according to the requirements of state law and as necessary for the effective conduct of Board business. The officers of the Board of delegates shall be a Convener, Vice-Convener, Secretary and Treasurer. The officers, who must be delegates of the Co-op, shall be elected at the June Board meeting following the annual election, when newly-elected delegates assume voting privileges. Officers shall serve one (1) year terms. Employees of the Co-op shall not be eligible to be officers of the Board.
5.2. Convener. The Convener shall oversee all operations of the Board, shall facilitate at all meetings of the Board and membership unless otherwise delegated, and shall ensure that notice is given of all meetings as required by these bylaws. Except as otherwise provided by the bylaws, resolution of the Board of delegates, or statutes, the Convener shall sign all contractual notes, bonds and other evidences of indebtedness issued by the Co-op, and other official instruments or documents of the Co-op.
5.3. Vice-Convener. The Vice-Convener shall assist the Convener with their duties, and, in the absence or disability of the Convener, perform the duties and exercise the power of the Convener. In the event of death, resignation or mid-term withdrawal from office by the Convener, the Vice-Convener shall complete the term of the Convener.
5.4. Secretary. The Secretary shall record or cause to be recorded the minutes of the membership and Board meetings, and post or cause to be posted the minutes within seven (7) days of approval. The Secretary shall oversee the Board’s official documents.
5.5. Treasurer. The Treasurer shall oversee the Board’s governance budget, serve as a liaison between the Board and its auditor, and assist in making financial information available for both Co-op members and the Board.
5.6. Election of FJAR Delegate. The Board will elect an FJAR delegate to represent and uphold the Co-op’s values of food justice and anti-racism and keep these values at the fore of the Board’s work. The FJAR delegate shall convene the FJAR standing committee of the Board. The FJAR delegate, who must be a delegate of the Co-op, shall be elected at the June Board meeting following the annual election, when newly-elected delegates assume voting privileges. FJAR delegates shall serve one (1) year terms.
5.7. Acting Officers & FJAR Delegate. If an officer or FJAR delegate dies, resigns, is removed, or is otherwise unable to perform the duties of their office, the Board may appoint an acting officer or FJAR delegate to perform the duties until the end of the pertinent term.
Article 6: Committees
6.1. Purpose. Committees at the Co-op are formed to allow and encourage member-owners to participate in the life and mission of the Co-op.
6.2. Creation and Termination. The Board, management, or interested member-owners with Board or management approval, may create or terminate a committee at any time.
6.3. Operation. Board and management will develop clear policies defining the lines of authority, accountability and communication for committees. All committees shall have a clearly articulated mandate or charter, which shall indicate whether the committee reports to the Board or management. All committees shall record minutes of their meetings.
6.4. Standing Committee. To ensure that food justice and anti-racism work is kept at the fore of the Board’s work, a Food Justice and Anti-Racism (FJAR) committee shall be a standing committee of the Board. The committee shall be convened by the FJAR delegate and shall engage member-owners in its work. As a committee of the Board, the FJAR standing committee shall focus on food justice and anti-racism work at the governance level and report to the Board. This work shall be distinct from food justice and anti-racism work by staff and member-owners that concerns store operations, which shall report to store management. The Board, through its policies and monitoring of both itself and store management, shall promote the Co-op’s engagement in food justice and anti-racism work across the organization as a whole.
Article 7 : Staff
7.1 Staff. The Staff of the Co-op shall have the right to self-management subject to these bylaws and to all policies adopted by and other acts of the Board and member-owners.
Article 8: Patronage Dividends
8.1. Allocations to Members. The Co-op shall allocate and distribute to eligible member-owners the net profit from sales to them in such a manner as to qualify them as patronage dividends consistent with cooperative principles, applicable state and federal laws and generally accepted accounting principles. Patronage dividends shall be based on the Co-op’s taxable net income attributable to member-owner sales. Eligible member-owners shall include all Co-op member-owners who are active members on the date when the Board authorizes the patronage dividend. The Board shall determine when and how such allocations and distributions will be made. Net profits may be retained by the Co-op for necessary purposes such as stabilization, expansion and development of the Co-op as determined by the Board of Delegates.
8.2. Consent of Member-Owners. By obtaining and retaining membership in the Co-op, each member-owner consents to accept any patronage dividend authorized by the Board and to take into account, in the manner and to the extent required by federal and state tax law, any patronage dividend received from the Co-op. Each member-owner further consents to the donation of any unredeemed cash portion of their patronage dividend to the Co-op. Funds shall be considered unredeemed if they have not been taken into account within the timeframe specified on the allocation notice.
Article 9: Member-Owner Equity
9.1. Equity Accounts. Member-owners’ equity investments are designated as either Regular Equity or Reserve Equity at the time they are assigned. Equity investments made by members shall be designated as Regular Equity. Amounts assigned to member-owners’ equity accounts from a Patronage Dividend shall be designated by the Board at its discretion as either Regular Equity or Reserve Equity. Reserve Equity shall not be returned to members until such time as the Co-op is dissolved.
9.2. Return of Equity. Upon voluntary or involuntary termination of membership in the Co-op, a member-owner’s Regular Equity shall be returned on a schedule as determined by the Board, unless it would violate loan agreements or other contractual obligations of the Co-op or would jeopardize the solvency of the Co-op. Any unpaid debt owed by the member to the Co-op shall be deducted from the equity amount to be returned. A member-owners’s Reserve Equity shall be refunded only upon dissolution of the Co-op as provided for in Article 10.
9.3. Unclaimed Property. If a member-owner voluntarily or involuntarily terminates membership in the Co-op, and fails to inform the Co-op of their mailing address, the member-owner’s equity shall be forfeited after two (2) years.
Article 10: Dissolution
10.1. Dissolution. A proposal to dissolve the Co-op can be made by the Board or by a petition of 15% of active member-owners. After the consensus process outlined in Article 3.6 is followed, the proposal to dissolve the Co-op must be approved by a super majority vote of 80% of those not abstaining. Upon dissolution of the Co-op, its assets shall be distributed in the following manner and order: a. by paying or making provision for payment of all liabilities and expenses of liquidation; b. by redeeming any equity accounts which, if they cannot be paid in full, shall be paid at an equally reduced rate; and c. by distributing any remaining assets in a way that furthers the Co-op’s mission, as determined by the Board.
Article 11: Amendments
11.1. Amendments. These bylaws may be amended or repealed in whole or in part by the consensus minus two (2) process outlined in Article 3. The proposed amendment shall be publicized in draft form to the membership no fewer than thirty (30) days prior to the decision-making process, and in final form no fewer than fifteen (15) days prior to the decision-making process.