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BY-LAWS
OF
WICHITA FOOD COOPERATIVE
ARTICLE I
Membership
SECTION 1. Members. The Membership of the Association shall consist of its general
members. The Board of Directors shall have the power to establish from time to time the amount
of membership dues or other similar fees and to admit new members. All Members shall be
voting members. Applications for membership shall be made in the manner prescribed by the
Board of Directors.
ARTICLE II
Meetings and Voting
SECTION 1. Annual Meetings. The Association shall hold an annual regular meeting
of its Members for the election of Directors and for the transaction of general business at the
Association’s registered office in this State, at 1:00 p.m. on the first Saturday of the month of
March each year, commencing with the year 2006, or at such other time or date as may be designated in
the call thereof. If the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next day thereafter which is not a legal holiday. Such annual meetings shall
be open for the transaction of any business within the powers of the Association without special
notice of such business except as required by statute.
SECTION 2. Special Meetings. Special meetings of the Members for any purpose,
unless otherwise prohibited by statute, may be called by the President or a majority in number of
the Board of Directors, and shall be called by the Secretary at the written request of at least ten
percent (10%) of the Members entitled to vote. Special meetings of the Members shall be held at
the Association’s registered office in this State.
SECTION 3. Notice of Meetings. Written or printed notice stating the place, day and
hour of any meeting of Members and the purpose or purposes for which the meeting is called,
shall be delivered by the Secretary not less than ten (10) nor more than sixty (60) days before the
date of any meeting of Members, except as otherwise required by law , to each Member of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited, postage prepaid, in the United States mail addressed to the Member at his address as it
appears on the records of the corporation.
SECTION 4. Quorum. At all meetings of Members a quorum for the transaction of any
business shall consist of thirty percent (30%) of the Members, in person or by
proxy, entitled to vote upon such business. In the absence of a quorum, the Members entitled to
vote thereat and present in person or by proxy at the time and place designated in the notice of
such meeting, or at the time and place of any adjournment thereof, may adjourn the meeting from
time to time without notice other than by announcement at the meeting until a quorum shall
attend, unless such adjournment is for more than thirty (30) days, in which event notice of the
adjourned meeting shall be given to each Member of record entitled to vote thereat. At any such
adjourned meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.
SECTION 5. Voting.
5.1 At all meetings of Members, every Member entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such Member, filed with the Secretary of the
Association, shall be entitled to one vote. The affirmative vote of a majority of the Members
present in person or by proxy at a meeting at which a quorum is present and entitled to vote on
the subject matter shall be the act of the Members.
5.2 Elections of Directors shall be without written ballot, unless requested by any
Member, in which case the election of Directors shall be by written ballot.
SECTION 6. Members Shall Register Address. It shall be a condition on the right of
each Member to receive any notice from the Association that he shall have furnished to the
Secretary, from time to time, over his signature, the address to which notices to him shall be
mailed.
SECTION 7. Consent of Member in Lieu of Meeting. Any action required or permitted
to be taken at any meeting of the Members may be taken without a meeting, prior notice or a
vote, if a written consent, setting forth the action so taken, shall be signed by all Members
entitled to vote thereon. Such consent shall have the same force and effect as a unanimous vote
of the Members at a meeting duly held. The Secretary shall file such consent with the minutes of
the meetings of Members.
ARTICLE III
Board of Directors
SECTION 1. Powers. The business and property of the Association shall be conducted
and managed by its Board of Directors.
The Board shall be in charge of the general operations of the Association, shall determine
the need for cooperative management and make appropriate arrangements for management
employees or volunteers, to be appointed by the President. The Board shall authorize the
employment of such other employees, agents, experts, and counsel as it from time to time deems
necessary or advisable in the interests of the Association. The Board shall vote on the purchase
and sale of property, is authorized to borrow money and apply for grants, and have other rights
and privileges as provided by law, the Articles, the Bylaws, or the vote of the Members. The
Board shall have installed an accounting system which shall be adequate to meet the
requirements of the business and shall require proper records to be kept of all business
transactions.
SECTION 2. Election. The Board of Directors shall be elected at the annual Members
meeting, but if any such annual meeting is not held, or the Directors are not elected thereat or at
any adjournment thereof, the Directors may be elected at a special meeting of Members held for
that purpose as soon thereafter as conveniently may be held. Directors must be Members of the
Association.
SECTION 3. Term. Each Director shall serve for a term of three (3) years and each
director elected shall hold office until his successor is duly elected or until his earlier resignation
or removal. Each elected Director may receive compensation for their expenses in attending
meetings, to be determined by the Board, which may include mileage, accommodations, and
meals, but they shall not receive a salary from the Association.
SECTION 4. First Meeting. Immediately following the adjournment of each meeting of
Members at which a Board of Directors shall have been elected, the Board of Directors so elected
shall meet for the purpose of organization and, if a quorum of the Board of Directors is present,
no notice of such meeting other than this By-Law shall be necessary to legally constitute the
meeting.
SECTION 5. Regular and Special Meetings; Quorum. Regular meetings of the Board
shall be held at least quarterly, and at such other times and at such places in the State of Kansas
as the Board may determine. The Board may conduct business by unanimous consents in lieu of
meeting, if the consent clearly states the matter decided and is signed by all of the directors of the
Association who would be eligible to attend and vote at a regular meeting of the Board. A
special meeting of the Board shall be held whenever called by the president or by at least three
(3) of the Directors. Only the business specified in the written notice shall be transacted at a
special meeting. Each call for a special meeting shall be in writing, shall be signed by the person
or persons calling the meeting, shall be addressed and delivered to the Secretary, and shall state
the time and place of such meeting. Oral or written notice of each meeting of the Board shall be
given each Director by, or under the supervision of, the Secretary of the Association not less than
seventy-two (72) hours prior to the time of meeting. But such notice may be waived by all the
Directors, and their appearance at a meeting shall constitute a waiver of notice. A majority of the
total number of the Directors shall constitute a quorum at any meeting of the Board. The act of a
majority of the Directors present at any meeting at which there is a quorum shall be the act of the
Board, except as may be otherwise specifically provided by statute.
SECTION 6. Removal. Any Director or the entire Board may be removed, with cause,
at any time by vote of a majority of the Members then entitled to vote at an election of Directors
and the vacancy in the Board caused by any such removal may be filled by the Members at such
meeting. Any Member of the Association may bring charges against an officer or director by
filing them with the Secretary together with a petition signed by ten percent (10%) (or more) of
the Members requesting the removal of the officer or director in question. The petition for
removal shall be voted on at the next regular or special meeting of the Association; if the
majority of Association Members present and voting vote in favor of removal, the officer or
director shall be removed.
SECTION 7. Vacancies. Subject to Section 6 of this Article, any vacancy in the Board
of Directors resulting from any increase in the number of Directors, or the death, resignation,
disqualification, removal or inability to act of any Director, shall be filled by majority vote of the
remaining Directors, though less than a quorum, at any regular meeting or special meeting of the
Board called for that purpose, but if there be no remaining Directors, such vacancies shall be
filled by a vote of the Members. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
SECTION 8. Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to include one
or more of the Directors. The Board may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any meeting of the
committee. Except as provided by statute, any such committee, to the extent provided in the
resolution, shall have and may exercise the powers of the Board of Directors in the management
of the business and affairs of the Association.
SECTION 9. Telephone Participation in Meetings. Members of the Board of Directors,
or any committee designated by the Board, may participate in a meeting of such Board or
committee through conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such participation shall
constitute presence in person at the meeting.
SECTION 10. Joint Meetings of Directors and Members. Notwithstanding anything
contained in these By-Laws to the contrary, the Directors and Members may hold joint meetings
and transact all business at said meeting jointly, in accordance with the applicable notices and
waivers thereof and procedures provided for in these By-Laws for separate meetings of Directors
and Members.
SECTION 11. Referendum. Any matter that has been approved or passed by the Board
must be referred to the entire membership of the Association for decision at the next regular or
special meeting if one-third (1/3) or more of the entire Board petitions for referendum. The
regular or special meeting of the Association Members to consider the referendum shall be held
not less than 15 days but no more than 60 days from the date the matter was approved or passed
by the Board.
ARTICLE IV
Officers
SECTION 1. Executive Officers. The officers of the corporation shall be a President, a
Vice-President, a Secretary/Treasurer also known as the Co-op Administrator, and such other
officers as the Board of Directors may deem advisable. The officers shall be elected annually by
the Board of Directors at its first meeting following the annual meeting of Members and each
officer so elected shall hold office until his successor is duly elected or until his earlier
resignation or removal. If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be held. Any vacancy shall be filled by a
vote of the Board of Directors.
SECTION 2. President. The president shall (a) preside over all meetings of the
Association and of the Board of Directors; (b) call special meetings of the Board of Directors; (c)
appoint and remove management as provided for by the Board of Directors, (d) serve as chair of
the Cooperative Administration and Operations Committee, and (e) perform all acts and duties
usually performed by a presiding officer. In the event of the absence or disability of the
President, his or her duties shall be exercised by the Vice President.
SECTION 3. Vice President. The vice president shall affirmatively represent the views
and needs of both the producer and consumer members of the Association, and fulfill the duties
of the president in the event of his or her absence or disability. The vice president shall assist the
president in the general management of the Association.
SECTION 4. Secretary/Treasurer. The secretary/treasurer shall keep a complete record
of all meetings of the Association and of the Board of Directors and shall have general charge
and supervision of the books and records of the Association. The secretary/treasurer shall sign
papers pertaining to the Association as authorized or directed by the Board of Directors. The
secretary/treasurer shall serve all notices required by law and by the Articles and the Bylaws and
shall make a full report of all matters and business pertaining to the office to the Members at the
annual meeting. The secretary/treasurer shall keep all books of membership certificates,
complete and countersign all membership certificates issued; shall keep complete membership
certificate ownership records; shall make all reports required by law; and shall perform such
other duties as may be required by the Association of the Board of Directors. Upon the election
of a successor, the secretary/treasurer shall turn over all books and other property belonging to
the Association.
The secretary/treasurer shall be responsible for the keeping and disbursing of all monies
of the Association, and shall keep accurate books of accounts of all transactions or the
Association. The secretary/treasurer shall perform such duties with respect to the finances of the
Association as may be prescribed by the Board of Directors. At the expiration of his or her term
of office, the secretary/treasurer shall promptly turn over to the successor all monies, property,
books, records and documents pertaining to his office or belonging to the Association.
The secretary/treasurer shall be responsible for handling the day-to-day tasks, activities,
and operations of the Association.
SECTION 5. Delegation of Duties. In the absence or incapacity of any officer of the
Association, the Board of Directors may, upon the vote of a majority of the whole Board,
delegate temporarily any of the powers or duties of such officers to any other officer or to any
Director.
SECTION 6. Removal and Resignation. Any officer of the Association may be
removed, with or without cause, by a vote of a majority of the whole Board of Directors at a
meeting called for that purpose. Any officer is also subject to the removal procedures provided
to the Members in Article III Section 6 above. Any officer may resign at any time upon written
notice to the Association.
ARTICLE V
Sundry Provisions
SECTION 1. Offices. The principal place where the business of the Association shall
be transacted shall be at 925 N. Waco, Wichita, Kansas. The Association may maintain offices
at such other places as shall be convenient to the transaction of the business of the Association.
SECTION 2. Registered Office and Resident Agent. Until changed pursuant to the
provisions of law relating thereto, the Registered Office and Resident Agent of the Association
shall be as set forth in the Articles of Incorporation.
SECTION 3. Contracts. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Association, and such authority may be general or confined to specific
instances.
SECTION 4. Loans. No loans shall be contracted on behalf of the Association and no
evidence of indebtedness shall be issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined to specific instances.
SECTION 5. Checks, Drafts, etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Association shall be
signed by such officer or officers, agent or agents of the Association and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
SECTION 6. Depositories. The funds and other valuable effects of the Association shall
be entrusted to such depositories as may, from time to time, be designated by the Board of
Directors or by such officer or officers empowered so to do by the Board of Directors.
SECTION 7. Waiver of Notice. Any Member, Director or officer of the Association
may waive, in writing, signed by the person or persons entitled to such notice, any notice
required by law or these By-Laws to be given. The attendance of a Member, Director or officer
at a meeting shall constitute a waiver of notice of such meeting, except when such Member,
Director or officer attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 8. Indemnification of Directors, Officers and Employees. Each person who
is or was a director, officer or employee of the Association or is or was serving at the request of
the Association as a director, officer or employee of another corporation (including the heirs,
executors, administrators or estate of such person) shall be indemnified by the Association as of
right to the full extent permitted or authorized by the laws of the State of Kansas, as now in effect
and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, cost
and expense (including attorneys' fees) asserted or threatened against or incurred by such person
in his capacity as or arising out of his status as a director, officer or employee of the Association,
or as a director, officer or employee of such other association with which he is then serving at the
request of this Association. The indemnification provided by this By-Law provision shall not be
exclusive of any other rights to which those indemnified may be entitled under any other By-Law
or under any agreement, vote of Members or disinterested directors or otherwise, and shall not
limit in any way any right which the Association may have to make different or further
indemnifications with respect to the same or different persons or classes of persons.
The Association shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Association, or is or was
serving at the request of the Association as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Association would have the power to indemnify such
person against such liability under the provisions of this Article.
SECTION 9. Amendments. Except as otherwise provided by law, these By-Laws may
be altered or amended by the affirmative vote of either a majority of a quorum of the Members or
a majority of the whole Board of Directors.
SECTION 10. Inspection of Corporate Records. Any Member, upon written demand
under oath stating the purpose thereof, in person or by attorney or other agent accompanied by a
power of attorney or such other writing which authorizes the attorney or other agent to so act on
behalf of the Member, shall have the right during ordinary business hours to inspect for any
proper purpose the Association’s By-Laws, a list of its Members, books of account, records of
the proceedings of the Members and Directors and the Association's other books and records, and
to make copies or extracts therefrom. The Association shall reply to such demand within five (5)
business days after such demand has been made.
The above constitutes the By-Laws adopted by the Board of Directors by their
Action by unanimous consent in lieu of a meeting effective as of the 1st day of September,
2005.
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