RESTATED BY-LAWS OF UNION CAB OF MADISON COOPERATIVE
Section 1: Member Meetings
Member Meeting: A Meeting open to all Members. A Member is defined as: any person employed by Union Cab and holding one share of Membership stock.
(A) Annual Member Meeting: The annual meeting of the Cooperative shall be held at the principal place of business of the Cooperative or at any other place conveniently located within the area served by it at such times as the Board of Directors shall determine, which meeting shall be held within six (6) months after the close of the fiscal year at the call of the President or Board. Annual Meetings shall follow the posted Agenda, and no other business may be conducted without a motion, a second motion and the majority of the attending members agreeing to add that business to the existing Agenda.
(B) Special Member Meetings: The President, Board, or members having one-fifth of the votes entitled to be cast at such meeting may call Special Member Meetings. Any member may call a Special Member Meeting by creating a petition calling for such that is signed by 20% of the members entitled to vote at said meeting. This petition must also state clearly what the purpose of the meeting is. This petition must then be given to the Board President or acting President who must call said Member Meeting. The Agenda of the Special Member Meeting shall be posted and additional business is not allowed.
(C) Member Meetings: Due Notice Notice of all Member Meetings shall be given to all Members at least seven (7) days, and not more than thirty (30) days prior to the date of the Meeting. Such notice shall be mailed to the last known address of each Member, or may be included with the Member's paycheck, provided that the Member has worked during the pay period for which the check is issued. The Board of Directors may provide for a mail ballot on specific questions submitted for a vote of the Membership. In addition, at any Member Meeting, a written and signed vote by any absent Member may be submitted if such Member has been previously notified in writing of the exact motion or resolution upon which the vote is to be taken. The ballot with the motion or resolution shall accompany the notice of Meeting.
(D) Member Meetings: Quorum A quorum at a Member Meeting shall be twenty percent (20%) of the Members entitled to vote at such a Meeting. Each Member shall have one vote, and proxy voting shall not be allowed.
(E): Member Meetings: Resolutions (1) Enactment, Amendment & Repeal of Bylaws Bylaws may be enacted, amended, or repealed at any Member Meeting by a vote of three-fourths majority of the Members voting, unless otherwise provided by law. Proposed changes of the By-Laws shall be included in the notice of the Member Meeting. (2). Compensation of Directors. The Members, at any Member Meeting, shall determine compensation of Directors or Alternate Directors. (3). Board Policy. The Membership may require the Board to consider a new resolution or reconsider a resolution the Board has previously considered. A membership resolution requiring the Board to consider a new resolution passes with a majority vote of members at the meeting. A resolution requiring Board reconsideration must pass by at least a 2/3 vote of all Members at the Meeting. The vote of the Membership on both types of resolutions shall indicate the Membership's recommendation to the Board and is a directive to the Board to consider such resolutions at the next Board Meeting. The Board shall allow at least one non-Board Member, who favors the Membership resolution, to address the Board.
Section 2: Number of Directors and Alternate Directors, Terms of Office, and Elections
(A) Number of Directors, Term of Office, and Order of Election: The Board of Directors shall consist of nine (9) persons who are Members of the Cooperative. The terms of the Directors shall be three (3) years, measured from the Special Organizational Meeting of the Board of Directors following election and ending at the commencement of the Special Organizational Meeting three years later. If a Director’s seat is vacated before the end of their term, another Member shall be elected at the Annual Member Meeting to finish that term. Three Directors shall be elected at each Annual Member Meeting to serve three-year terms, and additional Directors shall be elected to complete the terms of any Board Members vacating their seats before the expiration of their terms. Term length will be assigned to those elected in descending order of number of votes received.
(B) Number of Alternate Directors, Term of Office, and Order of Election: There shall be three (3) Alternate Directors. The terms of the Alternate Directors shall begin at the first Regular Meeting of the Board of Directors following the election of Alternate Directors, and shall end at the Special Organizational Meeting of the Board of Directors. Alternate Directors shall be elected within one month of the general Board of Directors election. The candidate receiving the highest number of votes shall be elected First Alternate Director, the second highest shall be elected Second Alternate Director and the third highest shall be elected Third Alternate Director.
(C) Election Procedures for Directors and Alternate Directors: The Board of Directors shall determine the policy for the conduct of elections, and shall select an Election Committee to implement this policy. The election of Directors and Alternate Directors shall be conducted at a Member Meeting by means of a secret ballot or absentee ballot bearing the voter’s signature. Absentee ballots shall remain private, and only the persons tabulating the vote shall verify the signature and validity of said ballots. A neutral party selected by the Elections Committee shall tabulate the ballots. Directors and Alternate Directors shall be elected by a plurality of the vote.
(D) Vacancies and Absences: The Board of Directors shall establish policies for filling absences of Directors at Board Meetings, and Alternate Directors shall not have a vote at such Meetings unless they are replacing a Director in accordance with these policies. Seats vacated by Directors shall be filled by the Alternate Directors in the order of their election (First Alternate, Second Alternate, Third Alternate) until the next Special Organizational Meeting of the Board. In the event that more vacancies occur than there are Alternate Directors, vacant seats may be filled by appointment by the remaining Directors, or election at a Special Member Meeting, following the procedures described in Section 2(C). Any Directors so appointed or elected shall serve only until the next election.
(E) Removal of Directors and Alternate Directors from Office: Any Director or Alternate Director of the Cooperative may be removed from office at any Member Meeting by vote of the majority of the Members present. No Director or Alternate Director shall be removed from office at a Member Meeting unless he or she is informed of the Meeting at which the matter is to be considered at least ten (10) days before such Meeting. Such notice shall be by registered mail addressed to him or her at his or her last known address, and he or she shall be entitled to be heard at such Meeting. Any Director or Alternate Director who fails to attend three consecutive regular Board Meetings without being excused by the Board or by the President shall be immediately removed from office, without notice. Any Director or Alternate Director who ceases to be a Member of the Cooperative shall be immediately removed from office without notice. A Director or Alternate Director so removed because of involuntary termination from employment shall be reinstated if the termination is rescinded.
(F) The Manager is the only Member not eligible to serve as a Director.
Section 3: Board of Directors Meetings
(A) Definition of Board Meeting: A Meeting of Directors, as further described in this Section, for the purpose of conducting the business of the cooperative. The Board will establish Policy for the conduct of such Meetings.
(B) Regular Board Meetings. The schedule and location of Regular Board Meetings shall be determined by a resolution passed by the Board of Directors.
(C) Special Board Meetings: Special Meetings of the Board of Directors may be called by the President, Manager, or by a majority of said Board. No business except that mentioned in the call for a Special Meeting of the Board of Directors shall receive consideration or action at said Meeting. Following the Election of Directors at the Annual Member Meeting, the President shall call a Special Organizational Meeting of the Board of Directors.
(D) Due Notice: Three days notice of all Board Meetings shall be given, unless waived in writing by all Directors, or all Directors consent by attending a Board Meeting.
(E) Quorum. A majority of Directors shall constitute a quorum at all Meetings of the Board and a majority vote of the Directors present shall decide all questions.
Section 4: Officers of the Cooperative
(A) Election, Terms of Office, and Removal of Officers: At the Special Organizational Meeting the Board of Directors shall elect a President and Vice President from among their members. They shall elect a Secretary and Treasurer, who need not be Members of the Board, or may, at their discretion, combine the offices of Secretary and Treasurer. The Manager, at the discretion of the Board, may be elected as Secretary, Treasurer, both or neither. Officers may be removed by the Board and successors elected at any Board Meeting. Terms of Officers shall be one year, or until the next Special Organizational Meeting. There is no limit to the number of terms, which an Officer may serve.
(B) Duties of Officers: The Officers shall perform such duties as are ordinarily assigned to such Officers in the normal course of business. The President and Secretary shall have authority to sign all documents within the scope of the implied or express authorization of the Board of Directors, Cooperative Law, and the Articles of Incorporation and By-Laws of this Cooperative. The Vice President shall sit as President in the absence or disability of the President.
Section 5: Conduct of Business; Manager
(A) The Board of Directors shall have general jurisdiction over business affairs of the Cooperative and make all necessary rules and regulations not inconsistent with law, the Articles of Incorporation, and these By-Laws. They may employ a Manager, defined as the occupant of the position empowered by the Board to execute its directives and policy, and with primary responsibility for the business operation of the Cooperative. The Board will determine the Manager’s duties and compensation.
(B) The Manager and other employees handling funds of the Cooperative shall be covered by bond or insurance for the faithful performance of their duties, in such amounts as is required by the Board.
(C) Books of account of the Cooperative shall be audited and reported on at least once each year by certified public accountants selected by the Board. Regular reports of the affairs of the Cooperative shall be made to the Board as required by Board Policy.
(D) The fiscal year of the Cooperative shall end on June 30th of each year.
Section 6: Indemnification By Law
(A) Each Director, Alternate Director, officer, employee or agent of the Cooperative now or hereafter serving as such, shall be indemnified by the Cooperative against any and all claims and liabilities including reasonable settlements to which he or she has or shall become subject by reason of serving or having served in such capacity, or by reason of any action alleged to have been taken, omitted, or neglected by him or her as such Director, Alternate Director, officer, employee or agent; and the Cooperative shall reimburse each such person for all legal expenses reasonably incurred by him or her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his or her own willful misconduct or gross negligence.
(B) Any questions as to the above rights and responsibilities shall be finally resolved by Directors not a party to the claim, the shareholders or by an opinion of independent counsel.
(C) The Cooperative shall have power to purchase insurance covering such liability and expense, whether or not it could have power to indemnify such Director, Alternate Director, Officer, employee or agent under law, contract or by this By-Law. It is intended reasonable advances may be made on such indemnity, and that the burden of proof of lack of entitlement be on any objector. If any part of these provisions shall be held ineffective, this shall not affect the balance, and in no case shall indemnification be less than provided or permitted to the full extent of the law.
Section 7: Stock
(A) Each person admitted to membership shall hold exactly one share of Membership Stock. In addition, any member or former member and any other person or party legally qualified to do so, may hold any number of shares of Capital Stock, within the limits of authorized capital. Stockholders shall have such voting rights as are established by Chapter 185, Wisconsin Statutes.
(B) Membership Stock of a person whose membership has terminated shall convert to Capital Stock immediately upon that termination. Capital Stock so converted shall revert to Membership Stock if that person resumes employment.
(C) The Board of Directors shall establish administrative procedures for receiving and acting upon applications for membership and subscription for the purchase of stock. The Board of Directors may provide that receipts for stock purchase and certificates of stock be issued in electronic form. The person in whose name shares stand on the books of the Cooperative shall be deemed by the Cooperative to be the owner thereof for all purposes, and the address provided by that owner shall stand as the address for all purposes until the owner notifies the Secretary in writing of any change.
(D) Stock shall be without pre-emptive right and may be retired or redeemed in whole or in part as to any class by the Cooperative at any time as determined by the Board of Directors, upon paying to its holders the par value thereof plus any accrued and unpaid dividends thereon upon surrender of the certificates evidencing such shares, and the Board of Directors may select which particular shares it will so retire or redeem, either by action taken from time to time or by policy.
(E) Issuance and transfers of stock shall only be made with the approval of the Board of Directors and shall only be made upon the books of the Cooperative by the stockholder in person or pursuant to a power-of-attorney duly executed and acknowledged and filed with the Secretary and upon surrender of the certificate for such shares; and no transfer shall be made unless and until any and all debts owed to the Cooperative by the stockholder have been paid in full. The Cooperative shall have a first lien and right to set-off against the capital stock and any other capital accounts of the Cooperative for any debt due it by the holders thereof.
Section 8: Allocation, Distribution, and Reserves
(A) The Cooperative shall apportion and distribute proceeds in accordance with 185.45(3) and not in accordance with 185.45(4), Wisconsin Statutes, or the pertinent successor provisions.
(B) For purposes of such apportionment and distribution, total proceeds shall consist of any and all sums received from any source whatsoever exclusive of subscribed capital, amounts held on deposit or in escrow for services or goods to be performed or delivered in the future, and borrowed sums; and shall be received and held by the Cooperative for and as the property of its patrons, subject to the deductions there from and distribution thereof in accordance with 185.45, Wisconsin Statutes, or the pertinent successor provisions.
(C) The Board of Directors may establish Cooperative policy respecting stock dividends consistent with law.
(D) The records of the Cooperative shall always show the interest of patrons in the reserves and surplus of the Cooperative.
(E) The Board of Directors shall create appropriate reserves. The Board of Directors may set aside such part of the Net Savings as it may deem advisable for the purpose of creating an Unallocated Capital Reserve, but only to the extent that the increase in the Unallocated Capital Reserve shall not exceed 15% of the aggregate Net Savings. Whenever the Unallocated Capital Reserve shall equal fifty percent (50%) of the sum of the Patronage Dividends Retained, Membership Stock, Capital Stock and Other Paid-In Capital, the Board of Directors shall not set aside any of the Net Savings in the Unallocated Capital Reserve. The Board of Directors may also set aside a sum not to exceed five percent (5%) of the Net Savings as an educational fund that shall be used for the purpose of promoting and encouraging cooperative organizations.
(F) The Board of Directors in its discretion may apply all or any part of net proceeds to losses incurred in prior years as the interests of the Cooperative require; and may apportion losses as the interests of the Cooperative and the patrons may require.
(G) The basis for patronage dividends shall be the total gross compensation, including wages, tips, salaries, commissions and bonuses, received by each owner of Membership Stock during the fiscal year for which patronage is assigned, divided by the total of all such wages.
(H) Each member of this Cooperative as of the effective date of this by-law who continues as a member after such date, and each person who shall after such date become a member shall, by such act alone, consent that the amount of any distribution with respect to patronage occurring in any fiscal year of the Cooperative and which are made in written notices of allocation (as defined in 26 USCA 1388), and which are received by said member from the Cooperative, will be taken into account at their stated dollar amounts in the manner provided in 26 USA 1384(a), less any amount which may be excluded under 26 USCA 1385(b) in the taxable year in which such written notices of allocation are received by said member.