*NAME      *PURPOSE       *MEMBERSHIP      *MEETINGS/INITIATIVES       *BOARD OF DIRECTORS       *MANAGEMENT 

*BYLAWS REVISIONS/TRANSITION RULES

ARTICLE I: NAME

    The name of this organization shall be Duck Soup Coup (DSC)

ARTICLE II: PURPOSE

    The purpose of this organization shall be:

        1. To operate a cooperative food distribution center which will provide high-quality foods on a

        not-for-profit basis.

        2. To educate its members and the community in cooperative principles.

        3. To extend the principles of cooperation to food production, purchase and distribution.

        4. To educate its members and the community in sound nutrition and healthy eating habits.

        5. To try to make food growth, distribution and consumption as ecologically sound as possible.

        6. To associate with other cooperative organizations for mutual support and communication toward development of a cooperative movement.

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ARTICLE III: MEMBERSHIP

    Section 1. Qualifications:

    Any person, household or organization that believes in and acts in accordance with principles of consumer

    cooperation and who meets the conditions of membership may become a member.

    Section 2. Membership Unit:

            a. Any person or group that lives in and/or shares meals in a household may apply for and hold

            membership in the Coup. Group membership shall be held in the name of one person who shall be responsible for the

            membership. No person may hold more than one membership.

           b. Any society or organization not in opposition to the purpose of the Coup, and approved by the Board of Directors, may

            hold membership.

            c. Membership is not transferable.

    Section 3. Membership application:

    A person or organization qualifies for membership by:

            a. Filing an application on a form provided.

            b. Paying a non-refundable annual fee and a refundable equity share, as stipulated by the Board of Directors.

            c. Participating in an orientation meeting.

    Section 4. Membership categories and obligations:

            a. Categories of working and non-working memberships will be determined by the Board of Directors, in consultation

            with the General Manager and the general membership.

            b. Discount levels will be determined by the Board of Directors in consultation with the General Manager and the general

             membership.

            c. Should a change in discount levels be approved, such change will be effective January 1st of the following year.

    Section 4.5. Terms of Payment:

            a. Payment is required at the time of sale unless otherwise approved by management.

            b. Charge agreements may be made at the discretion of management and are contingent on submission of an application and adherence to

            agreed upon terms.

    Section 5. Status changes:

    Section 6. Suspension and Expulsion:

        For failure to comply with the rules, bylaws or regulations of Duck Soup Coup, a member may be suspended or expelled

        from the Coup by a resolution adopted by a 2/3 vote of all members of the Board of Directors. A member facing suspension

        or expulsion shall be given at least two weeks notice and the opportunity to make a presentation to the Board of Directors in

        a publicized open meeting.

    Section 7. Voting Rights:

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ARTICLE IV: GENERAL MEMBERSHIP MEETINGS, SPECIAL MEMBERSHIP MEETINGS, INITIATIVES

    Section 1. Policy:

           The general membership is the final determiner of Coup policy.

    Section 2. General Meetings:

            a. There shall be one General Membership Meeting (GMM) per year, to be held in the fall. The GMM shall include

            adoption of an operating budget for the next fiscal year and Board of Directors election.

            b. The GMM will follow Robert’s Rules of Order.

    Section 3. Special Membership Meetings:

            a. Special Membership Meetings may be called by a majority vote of all members of the Board of Directors.

            b. Special Membership Meetings may be called by the initiative of Coup members by presenting to the Board of

            Directors a petition signed by 30 or more active membership units. Such a petition will state the agenda of the proposed

            Special Meeting.

    Section 4. Voting at General Membership and Special Membership Meetings:

            a. The Coup recognizes that the expression of all views is the lifeblood of our organization. This includes the desire to hear

            all points of view within the spirit of proper inquiry before binding decisions are made. The views of the vociferously

            articulate and the views of the retiringly shy will receive comparable attention.

            b. Voting shall be in person by active membership units. At such meetings, all substantive issues such as Board of Director

            impeachment, by law revision and policy proposals shall require a 2/3 vote of those member units voting. Adoption of

            non-substantive issues for general membership vote, such as agenda approval, etc., shall be by a simple majority of active

            membership units voting. The general membership may determine whether an issue is substantive or not by a majority

            vote.

    Section 5. Notice of Meetings:

        Notice of General Membership and Special Membership Meetings shall be in accordance with Illinois Revised Statutes, in

        addition to public posting at the Coup business premises.

    Section 6. Agenda:

            a. The agenda for General Membership and Special Membership Meetings shall be the responsibility of the Board of

            Directors. A preliminary agenda shall be posted and included with notice of said meetings.

            b. Membership units may petition in advance or at the time and place of said meetings to add, delete, or revise the

            preliminary agenda.

            c. The final agenda for said meetings shall be determined by a simple majority of active membership units present at the

            meeting.

    Section 7. Quorum:

        A quorum for all Membership Meetings shall be eleven membership units.

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ARTICLE V: BOARD OF DIRECTORS

    Section 1. Make-up and Qualifications:

            a. The Board of Directors shall be made up of seven (7) Coup members elected by a plurality of the active membership

            units present at the annual GMM.

            b. Not more than one member from any one active membership unit may serve at any one time.

            c. The General Manager shall serve as an ex-officio Board member without voting privileges.

            d. Paid staff members may not serve on the Board.

    Section 2. Nominations:

            a. Any active member may be nominated (with the approval of the nominee) by completing a form available from staff.

            b. Nominations from the floor are acceptable with the approval of the nominee.

    Section 3. Terms, Resignation, Removal:

            a. Board members shall serve three year staggered terms.

            b. The terms of service shall begin at the first monthly Board meeting after election.

            c. Any vacancy shall be filled by the Board by appointment of an active member to complete the term.

            d. A Board member may be removed by a 2/3 vote of the active membership units present and voting at a General or

            Special Meeting.

            e. A Board member shall be deemed to have automatically submitted her or his resignation if she or he is inexcusably

            absent from two consecutive regular monthly Board meetings within a 12 month period.

    Section 4. Procedure:

            a. The Board will hold at least nine meetings annually at a regular time and place to be posted at the Coup.

            b. The presence of a majority plus one Board member will constitute a quorum.

            c. All business of the Board shall be conducted in meetings open to the membership. The Board may hold closed-door

            discussions to review personnel and legal issues.

            d. Board meetings shall follow a posted agenda with a "comments from the members" topic included under "New

            Business".

            e. All Board meetings shall be conducted in a cooperative good faith manner with decisions by majority vote except as

            provided herein.

            f. All records of Coup business, including financial reports, Board minutes, committee reports and planning documents,

            shall be available to the membership.

            g. Notice of all Board meetings shall be publicly posted at the Coup one week in advance of the meetings. This section

            should not prohibit the Board from meeting without this notice in a crisis situation.

            h. Board members will elect Officers of the Corporation at the first Board meeting after each fall GMM. The officers shall

            be; President, Treasurer and Secretary. They shall be elected from the Board of Directors. Duties will be determined by

             the Board of Directors.   

            i. Active membership units at a General or Special Membership Meeting may vote to approve or repeal any Board

            decision. Board members acknowledge that responsibility and authority are delegated to the Board by the membership.

    Section 5. Duties of the Board of Directors:

            a. Select officers and fill vacancies as needed.

            b. Establish rules and regulations for agents.

            c. Authorize the assignment of membership work obligations.

            d. Approve new services or major changes in present services within the scope of Article II.

            e. Employ, establish policies for, determine compensation for, and evaluate performance of, the General Manager.

            f. Review and make recommendations for any proposed changes in bylaws.

            g. Recommend an operating budget for adoption by the general membership at the fall GMM and make projections for

            succeeding years.

            h. Review complete financial statements at least quarterly and operating reports at more frequent intervals.

            i. Authorize appropriate officers or agents to sign contracts, leases or other obligations on behalf of the Coup.

            j. Authorize the expenditure and/or investment of funds.

            k. Establish and abolish ad hoc committees of the Board as needed.

            l. Adopt significant and realistic plans for future development and growth, and review and modify them at regular intervals.

            m. Articulate basic policy for cooperation with other cooperatives.

            n. Set discount levels for various working member categories.

            o. Establish a capitalization plan.

    Section 6. Major Responsibilities of the Board:

        Major responsibilities of the Board are to ensure that:

            a. Communication among management, Board, committees and membership is free flowing and open in all directions.

            b. Adequate channels are to be provided for member suggestions, commendations and complaints, and that response is

            prompt.

            c. Notices of membership meetings are provided as required by these bylaws.

            d. All activities are carried out within the Articles of Incorporation and these bylaws.

            e. Accurate corporate records are maintained including copies of relevant legislation, articles, bylaws, Board minutes,

            member meeting minutes, committee meeting minutes, and copies of all required reports.

            f. Accurate and up-to-date lists of member names, addresses and work obligations are maintained.

            g. Equitable and progressive personnel policies and employee benefit programs are maintained and reviewed annually.

            h. All facilities and equipment are maintained in safe and sanitary condition.

            i. Accounting records are kept in accordance with generally accepted accounting principles.

            j. Accurate and up-to-date lists of names and addresses of creditors are maintained.

            k. Adequate insurance coverage is maintained.

            l. Appropriate internal control procedures are in place and periodic audits made as required.

            m. All legally required reports are completed and filed accurately when due.

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ARTICLE VI: MANAGEMENT

    1. A General Manager shall be employed who shall be directly in charge of day-to-day Coup operations.

    2. The General Manager shall be directly responsible to the Board of Directors. Decisions regarding the hiring, disciplining or

        firing of the General Manager shall be by 2/3 vote of all Directors.

    3. Decisions regarding the hiring and firing of staff shall be by the General Manager within established budgetary parameters.

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ARTICLE VII: BYLAWS REVISION, ADOPTION AND TRANSITION RULES

    1. Bylaw amendments shall be submitted to the membership upon recommendation of the Board of Directors, or petition from

    30 active membership units.

    2. Bylaws shall be amended by a 2/3 vote of active membership units present at a regular GMM or Special Membership

    Meeting

    3. These bylaws and subsequent amendments shall be effective upon approval. The general membership may approve any

    transition rules necessary to implement them at that time.

    4. Proposed bylaw changes shall be made available to members at least one week before the proposed vote.

Adopted: 04/05/87 at General Membership Meeting

Amended: 06/89 at General Membership Meeting ~ Article III, Sec. 4., Sec. 5.; Article IV, Sec. 2.; Article VI.

Amended: 02/28/90 at Special Membership Meeting ~ Article II, Sec. 1.; Article III, Sec. 2.

Amended: 10/13/90 at General Membership Meeting ~ Article III, Sec. 4.5.

Amended: 09/29/91 at General Membership Meeting ~ Article III, Sec. 4. e.

Amended: 02/23/97 at General Membership Meeting ~ Article III, Sec. 4. a., b., c., d., e.; Article III Sec. 5. b.

Amended 11/12/00 at General Membership Meeting ~ Article IV, Sec. 7.

Amended 12/02/07 at General Membership Meeting ~ Article V, Sec. 3. a.

Amended 12/06/09 at General Membership Meeting ~ Article III, Sec. 4.5. a., b.,; Article IV. Sec. 2. b.

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