Fairbanks Community Cooperative Market Hires General Manager

Co-op Market is pleased to announce the hire of Mary Christensen as General Manager to begin store renovation and set-up with plans to open the grocery in Fall 2012.

Mary Christensen has been in Fairbanks for 34 years and a local business owner for 18 years.  She brings a wealth of experience and expertise in retail operations to Co-op Market.  In her new role she will be overseeing building renovations and store set-up, merchandising, and hiring additional employees.

Since 2009 Mary has volunteered in almost every capacity with Co-op Market.  She has been a board member, volunteer coordinator, and point person with co-op start-up support services.  Mary has visited over 20 cooperatives and attended 4 conferences in an effort to learn about cooperative management.

Mary says she is excited to work with the co-op:  “I can’t wait to get up and go to work every day.”  She is already working with subcontractors and engineers to finalize floor plans and interior design work.

The plans feature a fresh food area, bulk section, deli, produce, meat department, and wellness department.  The store is going to be a full service grocery emphasizing locally grown produce and meat, sourcing goods from outside Alaska as necessary.

Mary’s goal is to work with member-owners, board members, and hired employees to make Co-op Market a valued community asset to our member owners, and a food market of choice for all Fairbanks.

Rob Leach, Chairman of the Board says, “We thank Mary for her hard work and dedication that has brought us to this point and look forward to having her in the role of General Manager as the very first Cooperatively owned grocery store in Alaska becomes a reality.”

To learn more about Co-op Market call 457-1023 or visit www.CoopMarket.org

Edible Classroom Demonstrates the Co-op Difference

The Co-op difference is easy to see when walking into Mark Mulcahy’s classroom – a produce department at Bloomingfoods Co-op in Bloomington, Indiana. It was apparent, by the cascading sets of greens and flowing rivers of artfully arranged and delicious fruit, that a lot of loving time and attention had gone into creating a delightful shopping experience for the customer.

Providing one’s community with the highest quality great tasting produce (usually organic) is a typical food co-op mission and one that we intend to offer as soon as we get up & running. Another goal is to clearly inform consumers about their food choices and  of course buy from local farmer’s whenever possible. All together, the Co-op produce department offers the most pleasurable shopping experience in town.

Cooperators from around the country had the good fortune to participate in the annual “Up & Running, Up & Coming Food Co-op Start Up Conference” in Bloomington, Indiana earlier this March. Naturally, our Alaskan group had traveled the farthest.

A day was spent learning to create meat, cheese, produce and deli departments that offer delicious and high quality affordable food that is healthy and sustainable grown. The treat at the end of the day was a delicious repast at “Finch’s Brasserie”, a restaurant that features local and organic products from area farms and cheese artisans.

The following two days were full of learning how the “co-op difference” applies to cooperative board leadership, store design, cooperative finance and other timely and relevant topics. Workshops  presented by widely known industry experts as well as Cooperators presently working in cooperative food stores taught us that we can make a difference in the way we do business.

That difference being that it is possible to operate in a way that is  fair to consumers and employees, ecologically sustainable, concerned about community and at the same time economically profitable. This is the kind of  business, owned by us, that one day we will see become a valuable resource to our community.

And the most delicious lesson? Well………. passing out daily fruit samples is a really fun part of the job!

Change is In the Wind – Directors Develop Leadership Plans

Your elected Board of Directors has functioned since the first annual meeting in 2009 as a task-driven group to complete the steps necessary for opening Coop Market—fund raising, securing the lease of a former grocery store and estimating its remodeling costs, forming governing policies, and preparing to hire a General Manager (GM).

As we continue these important tasks, we must also being a transition to governing the cooperative.  Governance requires periodically evaluating finances, monitoring policy performance, and supervising the GM to see if the needs of our member-owners are being met. These are very different roles from the hands-on approach and bring new responsibilities.

To guide us during this transition, your Board of Directors participated in a 16 hour leadership development workshop on November 11 and 12, 2011 with Todd Wallace, a consultant with Cooperative Development Services (CDS).  CDS mentors and advises food cooperatives to “achieve growth, increase profitability, improve board leadership, strengthen management, and fully serve their members and community.”  Board member Helen McLean hosted the training and potluck meals with cooking assistance from her husband Mike and Shaun Lott.

Mr. Wallace reviewed our legal roles and responsibilities, such as being informed on decisions and ensuring Member-owner values are met (e.g., fair wage and treatment of employees).  It is a challenge to ensure the business needs of a profitable store simultaneous with meeting Member-owner desires for community outreach on food-related health issues and support of local agriculture.

A Snapshot of Co-op Market's 10 year Financial Forecast

We discussed at length the formation of policies for clear understanding of the roles and accountability of Board members and management so members understand how their needs and desires for the cooperative are met. Fortunately there are many models of successful policies that we can review and tailor to the unique circumstances of our remote community.

Patronage dividends are an important consideration.  Cooperatives receive a substantial federal tax savings by returning at least 20% of annual profit to members.  Some, all, or none of the remaining 80% of profit could be returned to members, depending on goals of the cooperative.  For example, some or all the remaining profit could alternatively be used to prepare for an expansion in the future by replenishing equity (assets) of the cooperative that were used in opening the store.  The more collective equity we have, the less we would have to potentially borrow with interest payments.  Board duty includes educating member-owners about such options so they can be informed voters on business decisions.

Potentially the greatest workload of the Board is fast approaching.  Mr. Wallace said the final months before the store opens are best described as “frenetic” because directors are working hard to help management with preparations.  All want to ensure the cooperative opens the store by a deadline, serves its Member-owners the wholesome food they seek, generates more revenue than expenses, coordinates buying with local producers, and contributes benefits to our community, such as consumer education on food-related health and nutrition.

It is an exciting time!

Proposed business of Nov. 17 meeting 6 pm

1. Confirm Election of Board of Directors                                                                     2. Confirm Appointment of Tom Paragi to Seat G                                                        3. Vote on Proposed Amendments to the Bylaws (including amendments from the 8/24/11/ meeting)                                                                                                        4. GREAT TURKEY GIVEAWAY – Prize drawing includes TWO ORGANIC  PASTURE FED TURKEYS!                                                                  5. Member Comments

I. Confirmation of the following board members elected on Oct. 2, 2011

Seat A: Helen McLean

Seat B: John Dart

Seat C: Robert Leach

Seat D: Richard Seifert

Seat E: Sharon Alden

Seat H: Dr. Ashley May

Seat I: Elijah Lyke

II. Confirmation of the appointment of Tom Paragi to Seat G.

III. Confirmation of the Bylaw Amendments from the 8/24/11 meeting

IV. PROPOSED AMENDMENTS TO BYLAWS (amendments are in bold)

#1. Proposal to change the word “fee” wherever it appears in the bylaws to “equity”. Whereas “equity” is the appropriate term for Membership investment in a cooperative this should appear correctly in these bylaws.

#2. Addition of section e to Article 4: The Cooperative is as Membership Organization

e. Membership Installment Payments: The Board may extend credit to non-members to enable payment of membership equity by installment.  The Board shall establish terms and conditions of the installment payment plan. The Board may amend or modify this plan as needed and may allow exceptions in cases of hardship.  Voting rights and all other member privileges, including the right to a patronage dividend, shall extend to members who participate in the installment plan and are current with the installments as may be prescribed.  Members who are not current with installment payments shall not be eligible to vote and shall not be counted for purposes of establishing a quorum at  membership meetings.  For members who are not current on their installment payments, patronage dividends shall continue to accrue but may only be applied to the payment of the membership equity still owing. 

#3. Addition to section g. of Article 4. Membership Rolls

When, after a period of two (2) years, meeting notices, ballots, and any other correspondence to a member are returned with no indication of a forwarding address or other way to make contact, and there is no patronage recorded, the membership will be considered inactive.  Until contact is made or patronage recorded, the membership will remain inactive and voting rights will be suspended.

#4 – Addition to section b of Article 5: Membership Meetings

A quorum equal to ten percent (10%) of the members enrolled and in good standing on the date of mailing the notice of such meeting shall be required to conduct business.

#5 – Addition to Article 7. Board of Directors and Officers

This cooperative shall be governed by a Board of Directors of nine (9) members who shall be elected at the first membership meeting of the cooperative as prescribed in Article 4, Part a.  Except as provided in paragraph (b) below, directors shall be elected for a term of two (2) years, and shall serve until their successors have been elected or appointed and shall have qualified.

#6 – Additions to Article 7. Board of Directors and Officers

i.         Chief Executive Officer:  The Board shall appoint a Chief Executive Officer who may be, but who shall not be required to be, a member of the Cooperative. For the purposes of this section, a General Manager may be considered a Chief Executive Officer. No member of the Board may serve as Chief Executive Officer until one (1) year after discontinuing service as a director. The Chief Executive Officer shall perform such duties and shall exercise such authority as the Board may from time to time vest in the Chief Executive Officer.

j.  Committees:  The Board, by majority vote, may establish various committees as it deems necessary and advisable to assist the Board in governing the affairs of the Co-op.

k.  Policies, Rules and Regulations:  The Board shall have the power to make and adopt such policies, rules and regulations, not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.  Policies of the Board may be adopted, modified or rescinded only by the vote of a majority of all the directors.

l. Indemnification: To the fullest extent permitted by applicable law, the Board of Directors in its sole discretion, may by majority vote, indemnify a Board member for any loss, damage, or claim incurred by such Board Member by reason of any act or omission performed or omitted by such Board Member in good faith on behalf of the Co-op and in a manner reasonably believed to be within the scope of authority conferred on such Board Member under these bylaws; provided, however, that any indemnity under this section shall be provided out of and to the extent of Co-op assets only, and no other Board Member shall have any personal liability on account thereof.

m.    Nominations of Directors: 

(1)         Nominations:  Board of Director candidates may be nominated as follows 1) by the Board, 2.) by a nominations committee as may be commissioned by the Board, or 3) by petition signed by at least twenty-five members.  Nominations must be submitted to the Co-op at least forty-five (45) days prior to the annual meeting.

(2)          Candidate Information:

(1)  The Secretary of the Board shall cause to be distributed with the ballots sent to the members, addresses and resumes of the candidates nominated, specifying separately the candidates put forth by the nominating committee(if applicable), the Board, or the candidates put forth by petition as the case may be.  Such specification shall, however, not be included on the printed ballot.

#8 – Addition of a new article – Article 11:  Voting by Member

a.   Consistent with these Bylaws and at the discretion of the Board of Directors, any vote of the membership, including the election of directors, may be conducted by voting in person, by mail, electronic, or other means, or any combination of these voting methods.  Ballots, containing a means of identification of that member’s status as a member, shall be returned by mail, electronically, in person, or any combination of these methods, or by other methods as the Board may determine, in an unmarked, sealed envelope authenticated by the member’s signature, or other authentication procedure as the Board may prescribe.  If voting by mail ballot, the secretary shall mail to each member, along with the notice of the meeting, the ballot on each question and a voting envelope.

b.  A vote cast by mail, or electronic ballot, shall be counted as if the member were present and voting in person.  Thus, mail, electronic or other ballots (as may be established by the Board) shall be counted for purposes of establishing the 10% quorum requirement for annual or special membership meetings.  For the purposes of determining the number of members required for a quorum, or to determine the members entitled to notice of an annual or special meeting, the books of the Cooperative shall be deemed closed on the date of mailing of the notice of such meeting.

c. In order to be counted, ballots shall be returned to the Cooperative by a date and time specified in the voting instructions, which shall not be more than thirty (30) days after the date of mailing.  Ballots shall be counted no later than seven (7) days from the specified return date.

d. Certification:  the Secretary of the Board of Directors, or if the Secretary is unavailable, any officer as chosen by the Board Chair, shall certify any vote by the membership.  The Candidates who receive the highest number of votes for their particular seat, shall be deemed the winner.  In the event a candidate withdraws before an election is certified, the candidate for that seat with the next highest vote count shall be deemed the winner for that seat.  In the event of a tie, the candidates will draw lots, in a manner determined by the Board Chair, to determine the winner. 

e. Each member, in good standing, shall be entitled to one (1) vote on each matter submitted to a vote of the members.  Unless specifically stated otherwise in these bylaws, voting shall be a simple majority.

f. Members may not vote by proxy.  However, a member that is a corporation, association or partnership may designate a representative to cast its vote.  In the absence of written notice that a person has been designated to represent a member which is other than a natural person, the member may be represented by any of its principal officers.

Fun For Food – Live Auction Catalog

AUCTIONEER – JERSEY JONES

1. Rak Souzana Performance & Belly Dancing Lesson Punch card – Value – $55

2. Black forest cake with chocolate ganache – Donated by Helen McLean – Value -  $75

3. Bread and Spread basket –donated by Sourdough Chef with Magali Vincent’s  – Chestnut spread from France and Amaretti from Italy– plus Helen McLean’s cranberry applesauce w honey and a book about bread baking. Value – $125

4. Rawsome Dessert!! Julia’s Solstice Café – Value – $75

5. Violin Solo  – Eve Partyka

6. For the Inspired Cook: Two books about Julia Child’s AND Salted Caramel Budino Four Jars of Maple infused puddings with a chocolate cookie crust and salted caramel topping. Donated by Arctic Garden Studio –  Value – $75

7. Doron Partyka’s authentic Italian Tiramisu. This delightful dessert represents the blend of German and Italian cultures in her family. It is made with Kirschwasser, a dry cherry liqueur that originated in the Black Forest region of southern Germany, espresso and real Italian Mascarpone. Value – $50

8. Handmade Bench – Eli Lyke  – Value – $300

9. Framed historic photo of Denali, documenting 1954 South Buttress ascent and rescue – donated by Kim Stone – Value $100

10. Artist proof  – “Trumpeters Over Minto” by Dan Kennedy – Value -  $150

11. Black Rapids Lodge  – Two nights stay – Value – $520

12. A Cuban Rumba – Cuban Dinner & Dance Party for up to 15 of your friends with a group lesson in “Casino” (Cuban style salsa). Donated by Felix Bambury Webbe  and Mary Christensen– Value – $300

13. Down the Road to Denali – Includes a round trip on the Alaska Railroad from Fairbanks to Denali, one night’s stay in McKinley Creekside Cabins, rafting with Denali Raft Adventures, $100 gift certificate to Denali Mountainworks and $100 gift certificate to Black Bear Coffee House.  Value – $781

14. A YEAR’s Membership to Anytime Fitness – Value – $750

15. Girl’s Night Out with A Taste of Alaska Lodge – One night’s stay in a cabin for 4, two bottles of complimentary wine and breakfast! Value – $385

16.  Orthopedic Care – (includes office x-rays) – Dr. Daniel Johnson, DO   Value – $750

17.  Personalized GLUTEN-FREE cooking class, tailored to the winning bidder’s personal preferences and interests– Donated by Phyllis Morrow – Value  – $100

18. A night on the town – Tickets to FCA’s Sweet Plantain, $25 gift certificate for Lavelle’s, Dinner for TWO at Bobby’s   – Value – $175

19. Pain FREE with Alaska Center for Natural Medicine – One 15-minute consultation with Dr. Kirsten Nielsen – ($145 value) PLUS one 45-minute acupuncture treatment with either Katie Schalberg, LAc or Michael Johnson, LAc – ($180 value) and One-hour massage treatment with Kim Luper, LMT – $80 value – Total Value – $405

20. Lady’s Night Dessert Tea Party – Decadent Dessert Tea for 12 Chocolate Covered Strawberries, Exotic Cheese, cakes, scones, tarts, hot tea and so much more!  Sipping Streams Tea Company           Value – $300

21. Ballroom Dance Package  - This gift certificate is good for two six-week sessions of ballroom dance lessons. Eamon and Audrey will demonstrate what you can learn in a ballroom dance class.  Value – $120

22. Winter fun!! Donated by Bill & Cheryl Wood of Dogwood Gardens. For a winter treat enjoy a dog sled ride with Bill and then one of Cheryl’s famous dinners – Value – $150

23.  Carpet Cleaning – up to 500 square feet – donated by Mike Bonilla – Value: $200

24. Think Spring – Spring Garden workshop with Alice Mural to design and plan a garden (4 to 6 hours), 2 bags of organic soil from Risse’s Greenhouse, and the Complete Step by Step Book of Gardening – Value – $150

25. Fresh Oysters from Homer  

26. Sabor Cubano Dancers with Felix Bambury Webbe

USDA Grants Economic Development Funds to Fairbanks Through GVEA

USDA announced on October 3, 2011 that Golden Valley Electric Association (GVEA) in Fairbanks, AK will be awarded a $300,000 grant through the Rural Economic Development Grant Program (REDG).  This grant will be combined with $60,000 in matching funds from GVEA to create a low interest revolving loan fund available to promote economic development in Fairbanks. The $60,000 will come from unclaimed Capital Credits and will not affect members’ rates. REDG is a program available only to rural electric cooperatives.

Fairbanks Community Cooperative Market (Co-op Market) has been selected as the first recipient of a loan from this new fund.  This loan will provide an important part of the financing needed to make a cooperatively owned grocery store in downtown Fairbanks a reality.  In addition to this loan, Co-op Market has raised over $300,000 from its membership in Member Loans as well as $150,000 from the equity contribution made by members when they join.

Co-op Market will be the first cooperatively owned grocery store in Alaska.  It will serve Fairbanks as well as residents from the communities on the interior Alaska road system who regularly shop in Fairbanks.  Although owned cooperatively by member-owners the store and all services provided by Co-op Market are open to everyone. Membership is encouraged but is not a requirement to shop or receive services.

When it opens, Co-op Market will be a retail store committed to offering the widest possible selection of local and Alaska grown produce, dairy, meats, and Alaskan seafood. There will be typical grocery departments including dairy, frozen foods, dry grocery, fresh produce, bulk foods, meat, seafood, and health and beauty products.  The store will be fully stocked with organic and natural grocery items. Whenever possible the store will feature locally made and Alaskan grown products.

Robert Leach, Co-op market Board Chairman, said “I would like to express our appreciation to GVEA for selecting Co-op Market as the first recipient of a loan from this fund.  Receiving this loan is an important step in our goal of getting a cooperatively owned grocery store opened in Fairbanks.  Creation of this fund is a real credit to GVEA, it creates an important asset for the Fairbanks that will stay in community to be used over and over in the future.”

“This is a great opportunity for GVEA to help promote the cooperative form of business and economic development in our community,” said Board Chairman Bill Nordmark. “The Co-op Market will provide the downtown community with a much needed locally-owned and operated cooperative market.”

ByLaws Adopted 8/24/11

BYLAWS
August 24, 2011
Fairbanks Community Cooperative Market, Inc.
Co-op Market – ByLaws
BYLAWS of Fairbanks Community Cooperative Market
• Article 1: The purpose for which the Cooperative is organized
• Article 2: Interim Board of Directors
• Article 3: Adoption of Bylaws
• Article 4: The cooperative is as membership organization
• Article 5: Membership Meetings
• Article 6: Powers
• Article 7: Board of Directors and Officers
• Article 8: Distribution of assests in the event of dissolution or liquidation
• Article 9: Consensus decision-making versus Majority Vote
• Article 10: Patronage Dividends
adopted and finalized at Special Membership Meeting, August 24, 2011

Article 1. The purpose for which the Cooperative is organized.
a. Purpose: The purpose of this cooperative is to create a consumer cooperative that sells natural foods and other retail items for the benefit of its customer members and the general public. The activities of Fairbanks Community Cooperative Market (Co-op Market) are governed by the core values of social justice, environmental stewardship, economic sustainability and economic fairness. This association shall be operated on a cooperative basis for the mutual benefit of the members as patrons and owners of the cooperative. In addition, the cooperative shall provide a basic screening of products offered for sale based on our published parameters, education and training regarding the use and advantages of such products. Acting as the agent of the members, Fairbanks
Community Cooperative Market will establish and maintain a site for the cooperative to operate; establish and maintain financial controls to safeguard the assets of the cooperative; and also establish and maintain a managerial structure as needed to conduct retail sales and such other business the cooperative may engage in under the authority of these bylaws.

b. Not-for-profit operation: This cooperative is an enterprise organized under the
Alaska Cooperative Corporations Act (AS 10.15) of the Statutes of the State of Alaska. The Cooperative shall at all times be operated on a cooperative not-for-profit basis for the mutual benefit of its members.

Article 2. Interim Board of Directors.
An Interim Board of Directors will serve until the first membership meeting of the
members as set forth in Article 4. The Interim Board of Directors shall consist of the incorporators of the Cooperative and shall be allowed to appoint additional Interim Directors to serve until the first membership meeting. There shall be no less than three or more than eleven Interim Directors.

The Interim Board Of Directors shall among themselves elect a Chair, Vice Chair,
Secretary, and Treasurer and shall conduct all aspects of the business of the Fairbanks Community Cooperative Market, Inc., during the interim period before the first membership meeting. The Secretary and Treasurer may be the same person. A quorum of three interim board members shall be required to conduct business at any board meeting.

Article 3. Adoption of Bylaws
a. Interim Bylaws: Before any business is conducted by Fairbanks Community
Cooperative Market, Inc., these Bylaws and other operating documents shall be discussed and voted upon and approved by the Interim Board Of Directors by a majority vote. The Secretary shall record this approval in writing and a copy of the approved Bylaws shall be made available to all Founding Members upon request.

b. Permanent Bylaws: These Bylaws, as may be amended, shall be subject to adoption by the membership as the first order of business at the first membership meeting as prescribed in Article 4, Part a. Amendment of these Bylaws by majority vote can be made at any future membership meeting provided that notification of any proposed
amendment to be voted on is included in the meeting notice sent out for the meeting at which the vote is to be taken.

Article 4. The cooperative is as membership organization.
a. Founding Members: For the period starting on the date of incorporation and running to the start of the first annual membership meeting all persons who enrolled as members and paid the membership fee of $10 are to be listed on the rolls as Founding Member with the right to vote at the first membership meeting. The enrollment of Founding Members shall not be limited.
b. Full Membership: At the first membership meeting, by a simple majority vote, the membership shall decide the amount and structure of the membership fees to be required for full membership in Fairbanks Community Cooperative Market, Inc. The membership fee requirements established at this meeting will apply to all Founding Members continuing as full members and to all new members joining after the first membership meeting. Classes of membership shall be recognized as follows:
(1). Founding Members who elect to continue as full members will be entered on
the rolls as “Founding Members-Continuing” and will automatically be credited $10 toward meeting the newly established full membership fee requirements. Founding Members will not be limited by any time requirement to become a full member and will be maintained on the rolls as a “Founding Members”. Any Founding Member not wanting to continue membership under the fee requirements established at the first membership meeting may relinquish his or her right to membership and receive a refund of the $10 fee given as a Founding Member. To receive this refund a request must be made in writing to the Treasurer of the Board Of Directors within sixty days of the first membership meeting. Any Founding Member receiving this refund will not receive a credit of $10 toward full membership when becoming a member in the future. The right of a Founding Member to full membership shall not vest in full membership until the
membership fee requirements established under these provisions have been met.
(2). New members who join after the first annual meeting will be entered on the
rolls as a “Regular Member” and will be required to pay the full membership fee.
c. Rights of Full Members: After the first membership meeting each Founding Member- Continuing or Regular Member in good standing shall have the right to vote and the right to any patronage dividend or other benefits as may be established. Each member will receive a primary membership card and will be entitled to designate other individuals in the same household on that card. Secondary membership cards are to be used for purchases by other household members as listed on the cards.
d. Termination of Membership:
(1). Membership is not transferable.
(2). Any individual enrolled as a Member may elect to voluntarily end his or her
membership at any time by submitting written notice of this intent to the Secretary of the Board of Directors. The Cooperative shall refund membership fees at the value of the membership fees paid by the member(s) less any unpaid amount owed to the Cooperative by the Member. A Founding Member not vested as a Full Member will be limited in time to request a refund as prescribed in Section a.(1) above. Refunds as provided in this
section will be made within 90 days of receiving a written request to end membership in the cooperative.
(3). A membership may be terminated by a majority vote of the Board of Directors
for malfeasance, theft, or criminal acts deemed harmful to the cooperative. In the event a membership is involuntarily terminated under this provision, refunds as provided for voluntary termination above will be made, less any amounts owed, without requiring a written request from the expelled member. Such refund will be made within 90 days of the date of expulsion.
(4). In the event of the death of a member the amount that would otherwise be
refunded to a member voluntarily ending his or her membership as provided above will be paid to (1) the personal representative of the member’s estate or if no personal representative is appointed then to (2) the member’s legal heirs pursuant to the laws of the State of Alaska. If no claim is made by a proper representative of a deceased member for refund of the membership fee within one (1) year after the death of the member, the asset will be deemed abandoned and shall become property of the Cooperative.
e. Membership Fee Installments: The Board may extend credit to non-members to
enable them to purchase a membership on an installment plan, under terms approved by the Board of Directors. Pending full payment of his or her share, a member shall hold no voting rights, but other member privileges and rights as a customer of the Cooperative shall not be limited.
f. Other Classes of Membership: The Board may establish a class or classes of affiliate membership to recognize individuals, companies, not for profit corporations, for profit corporations, producers, suppliers, and other cooperatives doing business with and supporting Fairbanks Community Cooperative Market, Inc. For any class of affiliated member that is established, the Board will have full discretion in extending or revoking recognition. Affiliate Memberships established under this section shall not have voting rights except as may be granted by a simple majority vote of the Membership at a meeting of the Membership.
g. Membership Rolls: Under the direction of the Secretary membership rolls will be maintained to accurately reflect the status of all classes of members. If called to do so the Secretary will certify the membership rolls.
Article 5. Membership meetings.
a. First Membership Meeting: A first meeting of the membership shall be held after the Articles Of Incorporation are approved by the State Of Alaska. Written notice of this meeting will be given to all Founding Members on the rolls at least seven (7) and not more than thirty (30) days prior to the meeting. The purpose of this meeting shall be to adopt the Permanent Bylaws of the cooperative as prescribed in Article 8, Part b, elect the Board Of Directors as prescribed in Article 7, to establish the membership fees as prescribed in Article 2, Part b., and to carryout such other business that may be presented at that time. These purposes shall be stated on the notice for this meeting. A quorum of 10% of the membership (either in person or by proxy) shall be required to conduct business at this meeting.
b. Subsequent annual meetings shall be held each year at a time and place set forth by the Board. Written notice of such meetings, to include an agenda, shall be given to all members of the cooperative stating the time and place at least seven (7) and not more than thirty (30) days prior to the meeting. The secretary of the cooperative shall be responsible for sending this notice. If that notice is mailed, it is considered given when deposited in the United States mail addressed to the member at the address of the member as it appears on the records of the cooperative with postage prepaid. A quorum equal to ten percent (10%) of the members enrolled and in good standing at the time of any membership meeting shall be required to conduct business.
c. Special Membership Meeting: As may be needed under special circumstances
requiring a vote of the membership, the Board or Chair of the Board may elect to call a special meeting. The requirements for notice and quorum shall be the same as prescribed for an annual meeting, except that the notice shall also state the purpose of the special meeting. The Secretary shall also call a special meeting upon the filing of a petition stating the business to be brought signed by not less than ten percent (10%) of the members.
Article 6. Powers
This cooperative shall have the power to conduct all lawful business in the state of
Alaska, including but not limited to the operating of retail marketplaces that shall sell natural foods and other items requested by members. The cooperative shall have, exercise and possess all the rights, powers and privileges generally granted to a cooperative corporation by the laws of the State of Alaska (A.S. 10.15.010), including but not limited to: (1) To borrow money within the limits allowed by the laws of the State of Alaska; (2)
To buy, lease, hold and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct of operation of the business of the cooperative, or incidental there to; (3) To draw, make, accept, endorse, guarantee, execute and issue promissory notes, drafts, warrants, certificates, and all other kinds of obligations and negotiable or transferable instruments for any purpose that is deemed to further goals and objectives for which this cooperative is formed, except such as are inconsistent with the express provisions of the State law under which this cooperative is organized.

Article 7. Board of Directors and Officers
This cooperative shall be governed by a Board of Directors of nine members who shall be elected at the first membership meeting of the cooperative as prescribed in

Article 4,
Part a.
a. Officers of The Board: The Board of Directors shall elect from among themselves
the following officers: Chair, Vice Chair, Secretary and Treasurer. The Secretary and Treasurer may be the same person.
b. Designated Board Seats: Members of the Board of Directors shall be designated by seats A through I and will hold terms of office of two years; except that at the first membership meeting, to effect staggered terms, seats A through E will be elected for two year terms and seats F through I will be elected to initial terms of one year. At the end of one year, seats F through I will then be elected for two year terms. If a Board member resigns or is removed before his or her term expires, the Board shall appoint a replacement board member to serve the balance of the term for the vacant position. Such appointment will be subject to vote of confirmation by the membership at the next annual meeting if an annual meeting occurs before the end of the unexpired term.
c. Executive Committee: The Board of Directors may elect an executive committee
consisting of three or more directors which, to the extent provided in the bylaws of the cooperative, may exercise all the authority of the board in the management of the cooperative, except for
(1) apportionment or distribution of net proceeds, savings or losses;
(2) selection of officers;
(3) filling of vacancies in the board or the executive committee.
d. Executive Committee Alternates: The board may elect other directors as alternates for members of the executive committee.
e. Designation of an executive committee and the delegation to it of authority does not relieve the board or a member of the board of any responsibility imposed by law.
f. A quorum of five board members shall be required to conduct business at any board meeting.
g. Action Without a Meeting: Action that may be taken at a meeting of the members, directors, or members of the executive committee, may be taken without a meeting if a consent in writing setting forth the action taken is signed by all of the members, directors, or executive committee members entitled to vote. This consent has the force and effect of a unanimous vote at a meeting.
h. Removal of a Board Member: A board member may be removed after failing to
attend three or more regular meetings without communicating reasons for absence to the Board, or whenever the Board in its judgment determines that removal would be in the best interest of the cooperative. The Board is fully empowered to make such removal.
Election or appointment of an officer does not of itself create contract rights.
Article 8. Distribution of assets in the event of dissolution or liquidation.The
Cooperative may be dissolved at any time consistent with the provisions of Alaska
Statute 10.15.460-.520.

Article 9. Consensus decision-making versus Majority Vote
The Board Of Directors shall conduct its business by majority vote. However, the Board shall establish a policy for consensus in decision-making with the goal being to conduct its business by consensus whenever possible. As needed, the Board may modify this policy.

Article 10. Patronage Dividends.
10.1 Financial Operation: This corporation was organized and operates on a cooperative basis and allocates earnings and losses to patron-members on the basis of the business done with or for such patrons. Thus, in accordance with section 1381 of the Internal Revenue Code of 1954, this corporation shall declare a patronage dividend to be distributed among the members in accordance with the total amount of purchases made by each such patron during the preceding fiscal year.
10.2 Patronage Dividend: The Cooperative shall allocate and distribute to members the net profit from business done with them in such a manner as to qualify them as patronage dividends consistent with cooperative principals, applicable state and federal laws and generally accepted accounting principles. In accordance with Section 1382 of the Internal Revenue Code, the patronage dividends declared by the corporation are deductible from the taxable income of the corporation and must be included in the taxable personal income of the member to the extent provided by law. The Board shall determine when and how
such allocations and distributions will be made.
10.3 Consent to Take Patronage Distributions Into Income: Each person who hereafter applies for and is accepted to membership in this cooperative and each member of this cooperative as of the effective date of this bylaw who continues as a member after such date shall, by such act alone, consent that the amount of any distributions with respect to its patronage, and which are received by the member from this cooperative, will be taken into account by the member at their stated dollar amounts in the manner provided in 26 U.S.C. 1385(a).

Certification of Secretary
I hereby certify that the Bylaws of Fairbanks Community Cooperative Market (Co-op Market), attached hereto were adopted by the Member-owners of Co-op Market on August 24, 2011. THIS IS TO CERTIFY, that I am the duly elected, qualified and acting Secretary of Co-op Market. IN WITNESS WHEREOF, I have hereto set my hand this ____TH day of_____, 2011.
_______________________________
Colin Craven, Secretary