Wisconsin Mutual Aid Network Cooperative
DBA The HUMANs

BY-LAWS

ARTICLE I – NAME AND ORGANIZATION

NAME.  The name of this cooperative shall be the Wisconsin Mutual Aid Network Cooperative, referred to in these By-laws as the “Co-op”.

ORGANIZATION.  The Co-op shall be organized on a non-stock, for profit, member-owned basis.

ARTICLE II – PURPOSE

The purpose of the Co-op shall be:
To create means for everyone to discover and succeed in work they want to do, with the support of their community.

Values as outlined in the MAN Core Principles document

Tools
• sharing
• timebanking
• mutual credit
• savings/investment/resource pools
• complementary currencies that fit the core values

Comprehensive evaluation tools and measures

ARTICLE III – MEMBERSHIP

QUALIFICATIONS.  Membership shall be open to all persons, businesses, non-profit organizations and associations who meet the requirements of membership as set by the Board of Directors and who support the aims and core values of the Co-op.

MEMBER DUES PAYMENT, CERTIFICATE OF MEMBERSHIP.  Eligible parties must pay an amount established by the Board of Directors as membership dues in order to become a member.

RIGHTS OF MEMBERS.  By virtue of the initial membership payment, all members shall be entitled to participate in the governance of the Co-op as set forth in these By-laws and shall be entitled to such benefits as result from action of the Co-op.

RESPONSIBILITIES OF MEMBERS.  The responsibilities of membership, as defined in the membership policies, shall be those established by the Board of Directors or adopted by vote of the members, including providing membership dues and notification to the Co-op in the event of change of name, address or status.

TERMINATION OF MEMBERSHIP.  Members may terminate their membership by tendering their resignation in writing to the Secretary.  The Board of Directors may terminate the membership of any member who fails to meet the responsibilities of membership, according to membership policies.

NON-TRANSFERABILITY.  No member may transfer a membership or any right arising therefrom.

MEMBERSHIP CLASSES.  There are two classes of membership.

(a) An Individual Membership is restricted to a single person.

(b) An Organizational Membership is restricted to businesses, non-profits, networks, and associations as set forth by the membership policies.

ARTICLE IV – MEETINGS OF MEMBERS

ANNUAL MEETINGS.  The Co-op shall hold an Annual Meeting of members within four (4) months of the close of the fiscal year at a time and place specified by the Board of Directors.  At that meeting the members shall receive the Board’s Annual Report of the activities and performance of the Co-op and the Financial Report, shall elect Directors and may consider such other business as may come before it.

AGENDA ITEMS AT ANNUAL MEETINGS.  Meeting agendas for Annual Meetings shall be set by the Board of Directors.  Notices shall be posted at convenient locations inviting members to submit to the Board proposed items for inclusion on the agenda.  Additional items may be added to the agenda at the meeting upon majority vote of the members present and voting.

SPECIAL MEETINGS.  Special Meetings may be called by consent of the Board of Directors or may be called by general membership upon receipt by the Secretary of petitions signed by twenty percent (20%) of the membership.  The purpose of such meetings shall be clearly stated in the notice of the meeting.  Any business other than that specified in the notice of the meeting shall be of an advisory nature only.

NOTICE OF MEETINGS.  Between seven (7) and thirty (30) days before the date of a membership meeting, written notice stating the place, date, time, purpose, and agenda of the meeting shall be delivered by any appropriate means to each member, as shown in the records of the Co-op, and shall be posted at convenient locations.

QUORUM.  A quorum at any Annual or Special Meeting shall be five per cent (5%) of the membership or fifty (50) members, whichever is smaller, with no fewer than 3 members constituting quorum.  Business may be discussed but no official action may be taken without a quorum.

PARTICIPATION IN MEETINGS BY TELE-COMMUNICATIONS.. Members may participate in a meeting through the use of conference telephone or similar communications equipment, so long as members can hear each other and verbally respond in such a meeting.

VOTING.  Individual and Organizational members, attending a meeting, shall have one vote.  Individual  members shall not vote by proxy. Organizational members shall designate one person to vote. Questions presented at meetings shall be decided by a simple majority of those present and voting.  At the discretion of the Board of Directors, decisions of major significance may be put to a mail ballot of all members.

ARTICLE V – BOARD OF DIRECTORS

GENERAL POWERS.  The Board of Directors shall have the power to conduct the business of the cooperative and to exercise or delegate such authority as is not otherwise set forth in these By-laws.  This includes the approval and authorization of expenditures; hiring and termination of employment of staff members; and the creation and implementation of policies for the development, operation and maintenance of programs and facilities.

DELEGATION OF AUTHORITY.  Should the Board delegate its authority, it may do so through a General Manager or other staffing structure as determined by the Board.  The Board shall have the power to hire, evaluate, compensate and terminate the employment of the staff.  When in place, the staff shall have the responsibility and authority to manage the affairs of the cooperative and to make all decisions affecting the operation of the cooperative on a day-to-day basis.  Decisions of the staff shall be in accord with policies established by the Board of Directors and the membership.

NUMBER AND QUALIFICATIONS.  The Board of Directors shall consist of no fewer than 7 members but no more than 21 members who shall be elected by the membership with continuity to be maintained by electing at least 3 Directors annually.  Only members in good standing may serve on the Board of Directors.  An unexpired term may be filled under Section 5.5 of the By-laws.  The general manager or executive director of the cooperative may not serve as a Director but will have a non-voting presence at Board meetings.

NOMINATIONS, ELECTION AND TERMS.  Individual members may self-nominate for seats on the Board of Directors. Member organizations may nominate an individual to represent the organization on the Board of Directors. Each Director may only represent either him/herself or an organization. Directors shall be elected by the membership at the Annual Meeting for terms of two years, except that periodically as may be necessary Directors shall be elected for one year terms in order to assure that half or at least three terms expire each year.  Directors may be reelected. Unless otherwise determined, initial board members’ one- or two-year term length will be decided at random.

VACANCIES.  Any vacancy among elected Directors may be filled by an appointment approved by consent  of the Board.  A Director so appointed shall serve until the next Annual Meeting when the members shall elect a Director to complete the term.

MEETINGS OF THE BOARD.  Regular meetings of the Board of Directors shall be held at least quarterly on a schedule to be determined by the Board. Any member may propose an item for Board consideration by delivering it to the Secretary no less than five (5) days before the date of the meeting. Special meetings of the Board may be called by the President or by one-third (1/3) of the Directors. Written notice of all special meetings shall be given to Directors at least 7 days in advance of such a meeting and shall state the place, date, time, purpose, and agenda of the meeting.  The notice of a special meeting may be delivered by any appropriate means.

QUORUM.  The Board of Directors shall conduct no business unless a majority of the elected Directors is present.

VOTING.  Unless otherwise required by law, by these By-laws, or determined by Board policy, decisions at meetings of the Board shall be made by consent.  Meetings of the Board shall be conducted under procedure that are fair and reasonable in the circumstances.

OPEN MEETINGS.  Meetings of the Board of Directors, except Executive Sessions, shall be open to all members who may observe and who may participate according to the policy of the Board of Directors.  The Board may call an Executive Session by a two-thirds (2/3) vote of the Directors who are present when personnel matters, litigation and other financial transactions are to be considered.

PARTICIPATION IN MEETINGS BY TELE-COMMUNICATIONS. Members of the Board of Directors may participate in a meeting through the use of conference telephone or similar communications equipment, so long as Directors participating in such meeting can fully participate in the discussion.

ACTION WITHOUT A MEETING. Any action required or permitted at a meeting of the board may be taken without a meeting if written consent is granted by all directors entitled to vote or consent as appropriate. Written consent may include notices by mail, facsimile, electronic means, or other methods as determined by the Board and such notices shall be filed with the minutes of the Board. By law consent to an action without a meeting shall have the same force and effect as consent or unanimous vote given in a meeting.

COMMITTEES.  The Board may appoint standing or special committees to advise the Board or to exercise such authority as the Board shall designate. The structure, processes, and procedures are outlined and determined by Board policy.

TERMINATION.  The term of office of a Director may be terminated prior to its expiration in any of the following ways:  (1) voluntarily upon written notice to the Co-op; (2) automatically upon termination of membership; and (3) for cause by a two-thirds (2/3) vote of the Board.  Termination may be effected under clause (3) only if the Director to be removed is given notice of the reason for the termination and an adequate opportunity to respond in person or in writing.  A Director who is absent from two consecutive Board meetings, unless excused for good cause, shall be presumed to have resigned.

FIDUCIARY DUTY OF BOARD MEMBERS. Each Board Member owes a fiduciary duty of good faith and reasonable care with regard to all actions taken on behalf of the Co-op. Each Board Member must perform his duties in good faith in a manner that he reasonably believes to be in the best interests of the Co-op, using ordinary care and prudence.

ARTICLE VI – OFFICERS

DESIGNATION AND QUALIFICATIONS.  All Officers of the Co-op shall be members in good standing and shall consist of President, Vice President and Secretary, who shall be Directors, and Treasurer, who need not be a Director.  The Board may designate other officers or assistant officers.

ELECTION.  Officers shall be elected by the Board of Directors at its first meeting following the Annual Meeting.  Officers shall serve terms of one year or until election of their successors.  Officers may be reelected.  Officers may be removed from office and replaced by the Board by a two-thirds (2/3) vote.

DUTIES.
The President shall be responsible for calling meetings of the Board, for establishing the agenda for meetings, for coordinating the activities of the Board and shall deliver a report of activities to the Annual Meeting of the membership.
The Vice President shall be responsible for performing the duties of the President if that office becomes vacant or in the absence of the President from any meeting and for the distribution, collection and counting of ballots at Annual Meetings.
The Secretary shall be responsible for the recording and keeping of adequate minutes of all meetings and making them available to members and for overseeing the notification of members for Annual or Special Meetings.
The Treasurer shall oversee the receipt and deposit of all monies in a Board approved financial institution, assure accepted bookkeeping and accounting methods and disbursement of funds in accordance with Board directives, submit monthly or quarterly financial reports to the Board and submit a year-to-date report to the Board and membership at the Annual Meeting.

ARTICLE VII – OPERATIONS

FISCAL YEAR.  The fiscal year of the Co-op shall be set by the Board of Directors with attention to criteria of fiscal efficiency and operating effectiveness, keeping in mind the schedule of Annual Meetings to facilitate attendance.

ANNUAL REPORT.  The Board shall produce an annual report, including financial reporting, to the membership at the Annual Meeting.  The Board may require other audits and reports as determined to be necessary.

RESERVES AND MEMBER PATRONAGE REBATES.  After completion of the Co-op’s financial statement, the Board shall determine the distribution of net income from operations.  First, the Board shall determine and fund adequate operating reserves for the prudent continuing operation and soundness of the Co-op, additional reserves for equipment replacement, repayment of debt, expansion of the Co-op and improvement of facilities, employee deferred compensation payments and contributions to employee pension and profit-sharing plans, if any.  Next, the net income shall be applied to losses incurred in prior years.  Any remaining net income shall then be allocated to members as patronage rebates. The Board, in its sole discretion, following the close of the fiscal year’s books, shall determine what percentage of the full patronage rebate shall be paid out to each member and what percentage shall be held back but applied to each member’s patronage rebate account.  However, the amount paid out to members each year shall never be less than 20% of the total due each member for that year.

FORFEITURE OF UNCLAIMED FUNDS.  Any unclaimed funds of members shall be forfeited to the Co-op if all of the following conditions are met.  No earlier than three (3) and no later than five (5) years after funds first become available to a member, the Board of Directors shall declare such funds forfeited to the Co-op sixty (60) days after the Board provides written notice to a member.  Such notice shall be mailed to the last known address of the member and shall be published on or before the date of mailing as a Class I notice under Wisconsin Statutes in a newspaper published in the municipality in which the Co-op’s services are provided.  Any funds so forfeited shall be dedicated to charitable purposes or for scholarships or loans for educational purposes to be administered by the Board of Directors.

BORROWING.  The Board may borrow money, issue bonds and mortgage, pledge or otherwise grant interest in property owned by the Co-op according to board policy.

ARTICLE VIII – INDEMNIFICATION

INDEMNIFICATION.  Current and former Directors, Officers, and employees/agents of the Co-op shall be indemnified to the fullest extent provided under Wisconsin law against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Board Members, Officers, or Agents in connection with any threatened, pending, or completed claim, action, suit or proceeding to which s/he may become involved by reason of his being or having been a Board Member, Officer or Agent or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interest of the Co-op. The Co-op may purchase insurance to provide such indemnification. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such Board Member, Officer, or Agent is entitled.

ARTICLE IX – INTERPRETATION AND AMENDMENT

SEVERABILITY.  In the event that any provision of these Bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these By-laws.

HEADINGS; GENDER. The headings in these Bylaws are for reference purposes only and shall not in any way affect the meaning or interpretation of this document. Throughout these Bylaws, except where the context requires otherwise, all personal pronouns used in this Agreement shall include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural and vice versa, whenever and as often as may be appropriate.

DISPUTE RESOLUTION. If an issue, dispute, complaint, controversy, or claim (hereinafter “Dispute”) arises from or between any of the members of the Co-op regarding the administration, management, debts, obligations, liabilities, performance, or conduct of the Co-op, said Dispute shall be submitted to the Board to be managed according to policy.

AMENDMENT.  These By-laws may be amended or repealed only by a two-thirds (2/3) vote of members at an Annual or Special Meeting of the membership at which a quorum is present.  The proposed amendments shall be stated or fully described in the notice of the meeting at which they are to be adopted at least thirty (30) days prior to that meeting.

ARTICLE X – DISSOLUTION OF THE COOPERATIVE

DISSOLUTION.  The members of the Co-op may vote to dissolve the Corporation with a three-quarters (3/4) vote at a membership meeting, provided that the motion to do so has been communicated by mail to each recorded member address at least fifty (50) days prior to the membership meeting.  At the time of any such vote, the membership shall appoint or elect a committee of up to four (4) persons, at least three (3) of which are members of the Co-op, to handle the responsibilities resulting from the decision and, according to law, liquidate all assets and pay creditors of the Co-op.  The net assets other than those held upon a condition requiring full return, transfer or conveyance by reason of the dissolution or liquidation must be contributed to another MAN if any is in existence. If no MAN is in existence, monies may be contributed to one or more cooperatives.