Alpha Farm Cooperative, Inc. Bylaws
11-10-1981
Alpha Farm
Alpha Farm Cooperative, Inc. Bylaws AF-B1
(as approved Feb. 2, 1975)
I. GOVERNANCE
A. The cooperative will be run by a board of directors consisting of all members of the cooperative.
B. All decisions of the board will be reached by consensus. Decisions reserved to the board are those covering membership, disposition/acquisition of real property, by-laws, policies, dissolution and any other areas on which the Board deem it necessary to act. (Definition of a policy: a procedural guideline with long-term intent.) A quorum of the board of directors will be two-thirds of the members; except as otherwise stated in these by-laws. Proxies are accepted for specific decisions being made at any particular Board or Executive Committee meeting, but do not affect quorum requirements. Notification of board meetings will be given in accordance with Oregon law.
C. Regular business meeting (known as house meeting) is designated as the executive Committee to carry on the business of the cooperative between meetings of the Board. A quorum of at least one-half of the members must be present at such meetings. All decisions of the Executive Committee must be reached by consensus. Executive Committee policy recommendations are subject to affirmation by the board of directors. All other decisions of the Executive Committee are subject to review by the Board of Directors. Any member may require the registered Agent to call a meeting of the Board of Directors.
II. MEMBERSHIP
A. Members will be admitted by decision of the entire Board.
B. Members may give up membership by announcement to the Board.
C. Members may be expelled from the cooperative by decision of all other members of the Board not under consideration; provided that two-thirds of the total Board be consenting.
III. FINANCES
A. Upon applying for membership, an individual will give a written accounting of all assets: all cash, stocks, bonds, real estate, and motor vehicles; these will be referred to as capital assets; all liabilities: all obligations financial, legal, and moral, and the cooperative will assume the liabilities listed.
B. All other property will also be turned over to the Cooperative. The member will have prior use rights to this property. It may be sold by decision of the Board , including the members. In such cases of sale, the member may choose to retain for personal use, up to one-third of the proceeds, not to exceed $200. (1974 dollars) many one case, or $200. (1974 dollars) cumulative in any one year; the balance to be considered capital assets and turned over to the cooperative. All remaining property of this type reverts to the individual on leaving the membership, or to the members estate, if the member dies.
C. All income received by members goes to the cooperative.
D. All capital assets and/or gifts received by members after joining will be turned over to the Cooperative, except that members may choose to keep for personal use up to $200 (1974 dollars) cumulative per year of such assets or gifts. Such assets will be treated as capital assets. All perso nal property received by members shall be treated as in B. above. Exceptions to this cause are made by the Board of Directors.
E.
1. Members receive one share of no par value stock for each dollar's worth of capital assets turned over to the Cooperative.
2. Members will receive no par value stock shares for each year worked, the amount to be determined each year by the Board, and being the same for all members receiving shares. The number of shares received will be reduced if the Cooperative pays off debts for the individual, at the rate of one share subtracted for each dollar paid out.
3. All shares will grow at an annually compounded rate determined by the Board.
F.
1. Upon leaving the Cooperative, a member must sell his shares to the Cooperative. The Cooperative will pay the individual either: a) a sum equal to the total value of his/her shares. The value of a share at that time is the net worth of the Cooperative divided by the number of shares outstanding; or b) a sum equal to the total number of the member's shares multiplied by $ 1.00, whichever is less.
2. In case of dissolution of the Cooperative, if there is a residue of the net assets above liabilities to members, as specified are satisfied, the residue will be divided in proportion to the share(s) holdings among all individuals still living who have held membership within five years of the date of dissolution. Any unclaimed amount of residue will be put in escrow for two years and the members will decide how to distribute said residue when the escrow is opened.
G. The cooperative shall pay for these shares at the rate of 50 per cent or $5000. (1974 dollars) (whichever is less) in the first year after termination of membership, and 12.5 per cent or $5000. (1974 dollars) (whichever is less) in the years thereafter.
H. In the event of a member's death the shares shall be purchased by the cooperative from the member's estate at 70 per cent of value (as calculated in F. above) to be paid out on the same terms as in G. above.
Addition To Bylaws
Alpha Farm Cooperative, Inc.
I. Capital contributions from any one member shall be limited to a total of 25,000.00. Any capital assets owned by a member in excess of $25,000.00 shall be placed in a bank account or other appropriate form of ownership, and held jointly by Alpha farm and the member. Alpha Farm shall receive the interest or the dividends; the member shall receive the principal back upon leaving the cooperative or upon dissolution of the cooperative; the member's estate shall receive the principal of a deceased member.
This amendment was approved by the Board of Directors at the Regular Business Meeting held on 10/11/81.
