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.