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Article I - General
Section 1. Mission Statement. The primary mission of the co-op is to create and sustain a local currency in order to promote economic equity and well-being and to promote cooperation among community members. Cooperative philosophy and values are an essential part of our enterprise.
Section 2. Goals.
The goals of the co-op shall be to:
-create and maintain a community based economic system
-strengthen the economic power of members
-promote the exchange of goods and services among system participants.
-promote the use of member's talents and skills; value skills that are under compensated by the larger economy.
-promote locally owned and locally controlled business.
-educate and promote the idea of economic issues, locally and globally.
-encourage and increase membership through community outreach.
Article II - Definitions
Section 1. Definitions.
"Board" - shall refer to the Board of Directors
"Co-op" - shall refer to Madison Hours Cooperative
"Modified Consensus" - shall refer to the Madison Hours' system of decision making. Madison Hours shall strive for consensus on all issues. A description of policy for situations in which consensus is not met shall be included as an attachment to these bylaws.
"Newspaper" - shall refer to the HOUR Community Newspaper which shall serve as the primary means of notifying members of meetings and other information related to the business of the co-op.
Article III - Membership
Section 1. Classes.
The co-op shall have one class of membership.
Section 2. Eligibility, Acceptance.
Any living human who chooses to use Madison Hours currency is eligible for membership in the co-op. Persons may become members by completing the membership form and paying the membership fee. Membership forms will be made available in the newspaper
Section 3. Fees.
Membership fees shall established and may be changed by a vote of the membership.
Section 4. Renewal.
All memberships must be renewed every six (6) months to remain in good standing. The renewal process shall be determined by the board and is subject to approval by the members.
Section 5. Transfer.
Membership in the co-op is not transferable.
Section 6. Business Membership.
Any business may join, there are no limits on eligibility. The signer of the membership form is the voting member.
Section 7. Membership Meetings.
A monthly potluck will be considered a membership meeting. The location of the potlucks shall be determined by the board and posted in the newspaper at least one month before the date of the meeting.
Section 8. Annual Meeting.
The May potluck shall be considered the annual meeting of the co-op.
Section 9. Voting.
9.1 A modified consensus process shall be used to decide issues at potluck. No individual may cast more than one vote regardless of number of listings or memberships.
9.2 Absentee ballots shall only be valid during election of directors and amendment to bylaws.
Section 10. Quorum.
Quorum at potlucks will be 10% of the first 100 members and 5% of the rest of members per Wisconsin Statute 185.14.
Section 11. Special Meetings.
Special meetings may be called by the board or by 10% of members. Written notice of special meetings shall be made seven (7) days prior to date of meetings per Wisconsin Statute 185.13
Article IV - Policy Amendment.
Section 1. Conditions for use.
Any amendment or alteration in policy, philosophy or direction of the co-op is subject to the following system of membership approval.
Section 2. Description.
2.1. Notification.
Any proposal shall be made available to the membership at least ten (10) days prior to the meeting where such policy change will be discussed. This proposal shall appear in a standard format approved by the membership.
2.2. Approval, Implementation.
Such proposal may be approved by the membership and shall be implemented one (1) month after proper approval, provided no objections are filed.
2.3 Objections.
Any objections to such approved proposal must be filed with the newspaper, the board, or the potluck, one (1) month from the potluck at which the proposal was approved. Proper objection shall take the form of
(a) a petition signed by at least ten percent (10%) of the current membership or
(b) notification of initiation of such petition, provided the actual petition is completed within the following month thereby allowing sixty (60) days from the initial decision to organize.
2.4 Results of Objection.
Any successfully filed petition of objection shall result in the immediate cancellation and redress of such proposal.
Article V - Directors
Section 1. Powers, Responsibilities.
1.1 The business and affairs of the co-op shall be managed by the board within the structure set forth in these bylaws. Board action shall be subject to membership approval. The board may adopt rules, regulations and policies provided they are not inconsistent with the Articles of Incorporation or these bylaws. Any action by the board effecting policy are subject to standard policy amendment procedure in Article IV of these bylaws.
1.2 The board shall
: (a) Be responsible for periodically reporting the status of the co-op to the members.
(b) Adopt internal rules of organization.
(c) Have the power to hire employees for the co-op.
(d) Develop a budget on an annual and timely basis. Notice of a new annual budget shall be made available to the membership at least thirty (30) days before going into effect.
Section 2. Number, Election, Term.
There shall be five directors. All current members are eligible to serve. The directors will be elected by a simple majority vote at the annual meeting. Directors may be self-nominated to an election. Each director shall hold office for a term of two (2) years. Directors shall serve rotating terms so that either two or three of the positions are open for election each year.
Section 3. Status.
Directors of the co-op shall serve as volunteers.
Section 4. Resignation.
A director may resign at any time by giving written notice to the Secretary of the co-op, who shall advise the board of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary of the co-op. Acceptance of such resignation shall not be necessary to make it effective, unless otherwise specified therein.
Section 5. Removal.
The board may remove any director who fails to attend three (3) consecutive meetings of the board by a vote of three (3) of the directors at the meeting.
Section 6. Vacancies.
Any vacancies shall be filled by appointment by a majority of those directors then in office, unless occurring within four months before the annual membership meeting. Such appointment terms are to run until the next regular election at which time an election shall be held to fill the remainder of the term (if any remains). The membership shall be informed of any vacancies through the newspaper. The board will accept applications to fill vacancies at least 15 days following the notice.
Section 7. Meetings.
The board shall meet monthly at a time and place determined by the board and announced to the membership in the newspaper. A quorum shall consist of a majority of the directors then in office. Special meetings can be called by any director. All directors shall be informed of such special meetings by written notice at least seven (7) days prior to such meeting.
Article VI - Officers
Section 1. Officers, Eligibility, Appointment.
. The co-op shall have a president, vice-president, secretary and treasurer. All officers shall be members of the co-op. The president and vice-president shall be members of the board. The office of secretary and treasurer need not be members of the board. The offices of secretary and treasurer may be held by the same person. All officers shall be appointed by the board
. Section 2. Removal.
Any officer may be removed from office by action of the board or by action of the members.
Section 3. President.
The president shall be an administrative officer of the co-op. The president shall be responsible for setting up board meetings, including distribution of agendas and any supporting materials to directors. The president may sign and execute, in the name of the co-op, any instrument or document necessary to carry out the directions and policies of the co-op.
Section 4. Vice-President.
In the absence or disability of the president, the vice-president shall perform the duties of the president and. assume the powers of and restrictions on the president. The vice-president shall serve as facilitator of member meetings and potlucks in the event that none is available or chosen by the members attending such meeting or potluck.
Section 5. Secretary.
The secretary shall:
(a) Certify and keep at the principal office of the co-op the Articles of Incorporation and bylaws, as amended or otherwise altered to date.
(b) See that any additional records and/or documents as required by Wisconsin Statutes or as required by the members of the co-op are properly kept and filed at the principal office of the co-op or other such place as directed by the board or members.
(c) See that all notices are duly given in accordance with these bylaws or as required by law.
Section 6. Treasurer.
The treasurer shall:
(a) Be responsible for the charge and custody of all funds and securities of the co-op.
(b) Keep and maintain adequate and correct accounts of the co-op properties and business transactions.
(c) Deliver interim statements of the condition of the finances of the co-op to the board or the members upon request, including a full financial report at the annual meeting of the members.
(d) Receive and give receipt for, moneys due and payable to the co-op.
(e) Assist in the development and creation of budgets for the co-op.
Article VII - Indemnification
Section 1. Indemnification.
The co-op shall have the power to indemnify and hold harmless any director, officer, employee or volunteer serving under the order of the co-op, from any suit, damage, claim, judgment or liability arising out of conduct of such person in her or his capacity as an agent of the co-op, except in cases involving willful misconduct. The co-op shall have the power to purchase or procure insurance for such purpose.
Article VIII - Miscellaneous
Section 1. Fiscal Year.
The fiscal year of the co-op shall end on such date as shall be established by the board.
Article IX - Amendment
Section 1. Amendment.
Any amendment to the bylaws must be approved by 80% of members eligible to vote at a membership meeting where quorum is present.