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About Oregon daily emerald. (Eugene, Or.) 1920-2012 | View Entire Issue (April 14, 1966)
Notice to All Co-op Members Proposed New By-Laws of University of Oregon Cooperative Store To Be Presented at ANNUAL MEETING April 21st — 7:00 p.m. ARTICLE I. Membership Sec. 1. Qualifications. The qualifications for membership are prescrib'd in Article V of the articles of incorporation. A qualified person shall be entitled to become a member and re ceive a membership certificate upon *he PaV ment of the membership fee prescribed by the articles of incorporation. Sec. 2. Term. Membership shall be on an annual basis beginning October 1 and ending September 30 of the following year: provided, however, that the term of any membership pur chased after May 30 in any year shall extend to October I of the following year. Sec. 3. Termination. Membership in the co operative shall automatically terminate upon the death or discontinuance of the enrollment, membership, or employment which qualified the membership. Membership may also be ter minated by the unanimous vote of the hoard of directors by reason of violation of the bylaws or any regulation of the cooperative. Termination of membership shall not cause a forfeiture of previously accrued rights to share in patronage refunds for the fiscal year within which the termination occurs. ARTICLE II. Meetings of Members Sec. 1. Place. AD meetings of members shall be held at the principal place of business of the cooperative or at any place on the University of Oregon campus selected by the board of direc tors. Sec. 2. Annual Meeting. An annual meet ing shall be held on the fir«t Thursday of April of each year, or on such other date within fif teen (15) days thereafter a*> the board of direc tors may designate in the notice of annual meet ing. The purposes of the meeting shall be to re ceive annual reports of officers of the coopera tive, to make such recommendations or propos als to the board of directors as the members deem advisable and to conduct any other busi ness properly to come before an annual meet ing. Sec. 3. Order of Business. The order of business shall be prescribed by the board of directors. Sec. 4. Notice of Annual Meeting. Notice of the annual meeting shall he maib d to each member shown on the cooperative membership records as of the first day of the month in which the notice is sent. The notice shall he mailed not less than seven (7) nor more than thirty (30) days prior to the meeting. The notice shall state the date, hour and place of meeting. Sec. 5. Special Meetings. Special meetings of the members may be called. Such meetings may he called at any time by the president, any two directors, or a special meeting must be called by the directors upon receipt by the sec retary of a petition requesting a special meeting and specifying the business to be transacted therein; such petition to be signed by not less than twenty per cent <20*% ) of the total mem bership as shown by the cooperative m» mber ship records as of the date of filing. As a condi tion precedent to the calling of a special meet ing upon a petition of the members, all costs of mailing, printing and othrwi.se processing the required notices shall he paid by the petitioners, based upon the manager's estimate of said costs. Sec. 6. Voting. Each member shall he en titled to one lit vote on any matter and no voting by proxy shall be allowed. By an norma tive Note of five (5) directors the hoard may cause to he submitted by mail ballot any ques tion specified in the notice of meeting to be voted on at any member meeting, including the election of directors. In the event of such a deci sion by the board, the secretary shall mad to each member along with the notice of the inert ing the ballot on each such question and a vot ing envelope. The mail ballot may be cast only in a sealed envelope which is authenth ated by the member’s signature. A vote so east -hall he counted as if the member were present and vot ing in person. On any question on which a mail ballot is to he counted, any voting at a meeting at which additional voting may he done shall he by secret ballot. The hoard of directors may prescribe addi tional rules and procedures relating to methods and procedures for voting, including the time and place. Sec. 7. Quorum. The members present '•hall constitute a quorum for the purpose of trans acting business at any meeting of the member*. A majority of tin* votes entitled to In* cast by the members present shall he necessary to adopt any proposal. ARTICLE III. Board of Directors Sec. 1. Membership and Qualifications. The lioard of directors shall consist of seven (7) members of the cooperative. Two 12) of these members shall be from the faculty of the Uni versity of Oregon and shall serve for two (2) years and five <5) of the«e members shall be members of the student body of the University of Oregon. The five (5) student members shall be elected from the different classes as follows: one (It freshman shall be elected to serve for one (1) year and two 4 2) sophomores shall be elected to serve for two (2) years. The five student directors shall elect the faculty direc tors. A student member of the cooperative must have and maintain a cumulative grade [joint average of not less than 2.00 to be eligible for nomination and election and continue in office as a member of the board. Sec. 2. Regular Meetings. The Board shall hold a regular meeting during each of the months of October through June of each school year at a time and place designated by the Board. Sec. 3. Special Meetings. Special meetings of the Board may be called by the president or by any two <2) directors by giving notice to each director at least two (2) full class days prior to the meeting. Sec. 4. Quorum. A majority of the directors shall constitute a quorum for the transaction of business. An act of the majority of tin- directors present at a meeting at which a quorum is pres ent shall be the act of the Board. In the event of a lack of quorum at any duly called meeting, the directors present may adjourn the meeting from time to time to reconvene at the same place and at tin- time specified in the order of ad journment ami there may be transacted at such adjourned meeting, without further notice, the business which could have been transacted at the original meeting. Sec. 5. Powers and Duties. The director?* shall have the general management and control of the business mid affairs of the cooperative ami shall exercise all of the powers and perform all of the duties which may he exercised or are required to l>e performed by the cooperative under the articles of incoipotation, the bylaws and the applicable law. Sec. 6. Vacancies. Vacancies on the hoard of directors by reason of death, resignation, ter mination of membership, or any other cause, shall he filled for the unexpired term hv the affirmative vote of a majoiity of the inn.lining directors though less than a quorum of the hoard. Sec. 7. Officers. The officers of the coopera tive shall serve us officers of the board with tin* president acting a1* chairman. I he board may appoint an assistant secretary ami an ti."i»lant treasurer neither of whom m« d to he a member of the cooperative. An assistant officer shell per form such duties of the officer being asristed as are prescribed by the Ixiard. Sec. 8. Compensation. The directors filial I serve without compensation lor any service® performed on behalf of the cooperative. No di* rector •'hall hold any position in the cooperative on regular sularv hut the manager ih authorized to employ a director to work during * ntergeney or rush period* and reeeive regular employer compensation for *»uch temporary work. 1 lie cooperative ahull reimburse any director for ex penses properly inclined by bint in the perform ance of bis duties as a director. Sec. 9. Agenda Notice. The hoard shall |»o-t the agenda of every inerting and of every execu tive committee meeting at least two (2) lull class days prior to each meeting, said porting to he placed prominently at the entrance ol the co operative store. For this purpose Saturday shall he considered a full class day. A copy of said agenda shall Im- delivered to the Oregon Daily Km era Id for publication on tin- notice days if the Emerald is then being published. Action taken by the board or the executive committee in an emerge ncy without be ing aide to give the required agenda notice shall he deemed valid and shall not subject the individual Imaid mem bers to liability. Sec. 10. Nominations and Elections. The hoard is authorized to adopt rules and regula tions and establish procedures governing nomi nations and voting for members of the Ixiard of directors which the hoard from time to time may consider most advantageous for the put pose of obtaining the largest and best informed membership participation. The rules and procedure* governing nomina tions and election* for members of the- Imard of directors shall Ik* posted in two (2» prominent places in the- cooperative store for a pe riod of at h-ast sixty 1601 days prior to the annual meet ing elate and shall be published by an adver tisement in the Oregon Daily Emerald on at least three (3) occasions not earlier than sixty (60) days and not later than thirty (30) days prior to the annual meeting date. Sec. 11. New Member Installation. Each student director elected at the annual meeting shall be installed at the regular meeting of the hoard ni the- month following the- election and take- office upon the- conclusion of said meeting. Thereupon the ne wly constituted hoar I shall hold a meeting to elect the officers of the coop erative*, to elect any required faculty member and to transact other necessary business. \ newly elected faculty director shall not take office until the next regular or special meeting of the hoard and his predecessor in oificc shall continue to serve until that time. ARTICLE IV. Officers Sec. 1. Required. The officers of ihr coop erative shall be a president, a vice president, a secretary, and a treasurer. The offic ers shall In* elected annually by the hoard and at mu h time and in such manner a*, the hoard deride, unless otherwise prescribed by a bylaw. The president and the vice president shall he elected from the student members of the hoard. Sec. 2. Other Officers. The board “hall elect such other officers as the board considers neces sary or convenien itn the conduct of the business of the cooperative. The hoard may designate any person as an assistant secretary or assistant treasurer and may delegate thereto any of the duties of the secretary or treasurer, respectively. The manager of the cooperative may hold tin office of a second vice president if more than one vice president i- provided for by the board or by a bylaw. The officers chosen under this section need not he members of the cooperative. Sec. 3. Election and Term of Office. The officers shall he elected by tin- hoard at it- first meeting following tin- installation of the newly elected student hoard members. The retiring president shall sene a*- chairman of tin board meeting until the election of the new officers whereupon the newly elected officers shall as -urne the duties of their offices. The term of each officer shall commence upon election and end upon the election and installation of his successor in office. Sec. 4. Duties of President. The president shall preside at all meetings of the directors and members and shall have general chaige and control of the affairs of the cooperative - object to the hoard of directors. Sec. 5. Duties of Vice President. The vice president shall perform such duties as may he assigned to him by the hoard of directors. In case nf ileutli, disability, or absence of tin- |ir< >• ideal, hr >.111111 perform nml lie vested with nil nf llir dillirs mill powers of thr president. See. 6. Duties of Secretary. The secretary «linll krrp ii record of thr minutes of thr pro ceeding* of Hirelings of members anil directors mill -lull) give notice u« rniulrnl in llir.r by. laws nf nil such meeting*. \ Copy of the inintrs of nnii meeting of members or ilirrr.tors will lie given to the Oregon Dally Kmrrald for puldirn lion. The secretary shall have rustmly of nil books, rrcorils nml puprrs of the eooprrnlivr n crpt sin h us shall hr in charge of the treasurer nr of some other p< imiii aulhori/eil to have cm toilv ami possession thereof hy a resolution of the hoard of directors. Sec. 7. Dutic* of Treasurer. The treasurer shall keep aeeoiinl- of nil mnnrvs ol the eoopi i alive received or disbursed nml shull deposit all moneys and valuables in the name of and to the credit of the cooperative in such hank and depositories as the hoard of directors shall des ignate. ARTICLE V. Manager Sec. 1. Employment and Duties. Tit# hoard shall employ a manager t«» wrvr u* the Imsiiirs* agent <»f tin cooperative. The manager shall not he a member of the lioard. The ntanag it -hall ac tively manage the hn*inc*» of the co* operative subject to the Ixianl • supervision and emitiol. The hoard may prescribe specific duties for the manager and enter into an employment contract with the manager prescribing hi*- du tie**, compensation. employment Iwnefil and rights. The manager shall have the aole right to hire and fire employee* and the right to en ter into all contract* necessary to the operation of the business of tin* cooperative Mlhjeet nl all times to tlic* hoard - supervision and control. The hoard may impose siirh restriction* U|nm provisions of business and employment agree meiits to In* entered into hy the manager as tli«* hoard may consider appropriate. ARTICLE VI. Executive Committee Sec. 1. Members. The hoard of director* mav elect an executive committee to <on»i»t of three <3) or more directors. I he liourd may i-lec t alternate members to serve in the place of memlwrs unable to sorve hy reason of «l»-ah» I it \ nr absence at the time of a particular nutt ing. Sec. 2. Authority. The executive committee mav exercise all of the authority of the hoard in the management of the cooperative <-uh|e<i to th« conditions and limitations upon -cull auth ority prescribed hy the hoard. Sec. 3. Procedure*. At the time of tin dec tiou <>f the executive committee thr Unird shall designate a chairman and an assistant chairman to preside at meetings of the executive commit tee. The )>ourd lliav prescribe rules and proi rd iires for the conduct of the business of tin* exec utive committee. ARTICLE VII. Amendment* Sec. 1. Power to Make. No amendments shall he marie to ih«- articles or bylaws except hy a vote of the member* at an annual or u rial meeting in accordance with the procedure hereinafter prescribed, except where said pow* r is specifically delegated to the hoard hy .i bylaw adopted hy the members at such a meeting. Sec. 2. Notice. N*» amendment to the articles of incorporation or to a bylaw of the coopera tive -hall he considered at the annual meeting of the members urib-s the full text of the pro posed amendment r- filed at the office of the manager at least twenty (20) days prior to the annual meeting. The hoard -hall |w>st any such notice in a conspicuous place in the cooperative store and publish the same at least twice hy an advertisement in the Oregon Daily Kmerald prior to the annual meeting. ARTICLE VIII. Refunds Sec. 1. Right to Receive. The board of di rectors -hall •**-.!the type of evidence which "I i a 11 qualify a member to |>arti< ipate in any patronage refund «l***’lari*<l by the hoard. Such evidence, whether ea*h receipt* or other wise, shall not be transferable. No mendier shall he entitled to a refund distribution except upon purchase** made by or for him; provided, however, that fraternities, sororities, dormitory units, student cooperatives und other established campus living organization* and campus affili ated charitable, religious or educational groups may receive distribution for purchase* made by their member* who are member* of tin* coopera tive for * liuritahle. religion* 01 educuliomd pur poses. The manager may requite an affidavit or other evidence of compliance with thi* bylaw and may withhold paytiient of all 01 any portion of any dislribut ion until proof of 11»« tight to receive the distribution baa been pi •• •enteil t*> tin- board. The boahl bull make hiicIi rules and regulations as it deem- necessary to obtain com pliance with ibis bylaw and ollietwisr regulate refund procedures. PROPOSED NEW ARTICLE. Article IV This cooperative shall not have capital stock. A membership f<*** of fifty cents (50c) per year shall be * bulged which membership shall not be transferable.
