Bylaws

BYLAWS OF THE SEMINARY CO-OPERATIVE BOOKSTORE, INC.

Adopted December 5, 2011

Amended December 5, 2016

 

 

ARTICLE I - Name, Principal Office and Business

 

Section 1  Name.

 

            The name of this Association (hereinafter called "the Association") shall be SEMINARY CO-OPERATIVE BOOKSTORE, INC.

 

Section 2  Principal Office.

 

            The principal office of the Association shall be located at 5751 S. Woodlawn Avenue, Chicago, Illinois or at such other place as may be determined by the Board of Directors.  Additionally the Association may have such other offices and places of business located as the Board of Directors may determine.

           

Section 3  Business.

 

            This Association shall have full authority to buy, sell, rent, distribute, or otherwise handle books of all kinds, publications, pamphlets, magazines, stationery, supplies, and, in general, all merchandise customarily handled by a bookstore. It shall enjoy all other rights and privileges consistent with its certificate of incorporation and the laws of the District of Columbia.

 

 

ARTICLE II - Membership

 

Section 1  Eligibility Membership Qualifications.

 

            Membership in the Association shall be open to any person who agrees to abide by its Bylaws and has complied with the share capital requirements of section 2 of this Article.

 

Section 2  Admission.

 

            Applicants for membership shall purchase at least three (3) shares of stock at par value and shall make payment in full thereof.  Notwithstanding the foregoing, any member as of December 5, 2011, shall remain a member, regardless of the number of shares they have purchased. The Board of Directors shall establish such other rules and regulations governing admission to membership as may from time to time be deemed advisable.

 

 

Section 3  Copy of the Bylaws.

 

            A copy of these Bylaws shall be available to each applicant for membership before or at the time of acceptance into membership or at any other time upon request. A copy shall be given to each member of the Board of Directors.

 

Section 4  Rights and Duties of Members.

 

            A reasonable time, but not more than thirty days, after receipt by the Secretary of written notice, the balance sheet and ledger of the Association shall be made available for inspection by any member of the Association who has been a member for at least six months. Every member shall agree to obey the rules of the Association as set forth in these Bylaws or elsewhere, the regulations determined by the Board of Directors, and the decisions of the general membership meetings or of the Board of Directors, and shall help to promote the aims and purposes of the Association, the success of its business, and the welfare of its members.

 

Section 5  Withdrawal or Expulsion from Membership.  

 

            Withdrawal or expulsion from membership shall be governed as follows:

 

(a) Any member wishing to terminate a membership shall make written application to the board of directors, which shall have the right to determine the terms under which repurchase of the stock shall be effected, subject, however, to the provisions of Article VII.

           

(b) In the interests of the Association, as may be determined from time to time by the Board of Directors, the shares of any member may be repurchased and membership canceled, subject, however, to the provisions of Article VII.

 

Section 6  Loyalty or Retail Membership Program

 

            The manager of the Association may create loyalty or other similar membership programs intended to encourage retail sales.  Membership in such programs shall be distinct from membership in the Association and shall not confer any rights or obligations under these bylaws.  The term “member” in these bylaws refers only to members of the Association who have purchased shares and otherwise qualify for Association membership.

 

 

ARTICLE III - Membership Meetings

 

Section 1  Regular Meetings.

 

            There shall be held a regular meeting of the membership at least annually at such time and place as shall be determined by the Board of Directors.  At an Annual Meeting to be held in December, or such other time as the Directors may specify, members shall elect a class of Directors to replace the class whose terms are expiring, and may also elect Directors to fill any vacancies in other classes.  In addition, the reports of officers and the manager shall be heard and acted upon at said meeting.

 

Section 2  Special Meetings of the Members.

 

            Special meetings of the membership shall be called at any time by a majority vote of the board of directors or upon petition presented to the board signed by at least 10 per cent of the members, in which case the meeting shall take place within 30 days after the demand.

           

Section 3  Notice.

 

            Notice of regular and special meetings specifying the time and place of meeting shall be displayed on the premises of the Association's place or places of business and on its web site at least fourteen days prior to the date set for such meeting. Notice of special meetings shall also state the purpose of the meeting and the business to come before it, and no business shall be transacted other than that specified in said notice.

           

Section 4  Quorum.

 

            The presence of twenty members shall constitute a quorum.

           

Section 5  Voting.

 

            Each member shall be entitled to one vote, and voting by mail but not by proxy shall be permitted. In the absence of a quorum, a mail vote may be taken at the discretion of the officers of the Board of Directors.

           

 

ARTICLE IV - Directors

Section 1  General Powers. 

 

            The business and affairs of the Association shall be overseen by the Board of Directors.  The Board of Directors shall appoint a manager, with such title as the Directors may determine, to manage the Association's operations, including hiring and supervising staff, developing and managing the budget, and developing a strategic plan in collaboration with the Board and then implementing the approved plan.

           

Section 2  Number, Qualification and Term.

 

            The number of voting Directors of the Association shall be fifteen (15), increasing to eighteen (18) over three years by the addition of one new voting Director in 2016, 2017, and 2018.  The voting Directors shall be divided into three classes, with the size of each class as equal as possible. Directors shall serve a term of three (3) years, ending at the Annual Meeting of the members three years from when they were first elected.  Voting Directors shall be limited to three consecutive terms. Any voting Director elected to fill a vacancy shall be treated as serving a first full term only if the unexpired portion of the term being filled is 18 months or more; if the unexpired portion is less than 18 months, the voting Director is eligible to be elected for three full terms.  A voting Director who has served three terms may be re-elected after a one year period and may then serve up to three additional terms.  Voting Directors must be members of the Association.  The manager of the Association shall serve as a Director ex officio, without a vote.

 

 Section 3  Meetings of the Board

 

            Meetings of the Board of Directors shall be held as follows:

 

(a) Regular meetings of the Board of Directors shall be held on such day and at such times as may be from time to time fixed by the Board of Directors, provided that at least five days notice is given as to the time and place of such meeting. Directors should actively participate in the affairs of the Association, and attendance at Board of Directors meetings is expected.

 

(b) Special Meetings of the Board may be held at the call of the President or of seven (7) or more Directors by at least ten (10) days prior written notice given to each Director.

 

(c) A quorum shall consist of seven voting Directors.  When a quorum is present at any Board meeting, a majority of the Directors present shall decide any questions brought before the meeting.  Any Board meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and said meeting may be held as adjourned without further notice.

 

Section 4. Duties of Directors.

 

            The Directors shall administer all business carried on by or on account of the Association. The Directors shall act for the Association and be responsible to it for the performance of the following duties:

           

1. To keep close watch over the financial condition of the Association and the operation of its business and to take whatever action it deems necessary to maintain the soundness of the financial condition of the Association.

 

2. To appoint a manager to assume administrative control of the business.

 

3. To authorize an annual audit of the financial records of the Association.

                 

4 To determine and supervise the policies of the organization, insuring the conduct of its affairs in accordance with the Bylaws; to provide the best possible conditions of labor consistent with other requirements of these Bylaws while demanding equivalent results in efficiency and faithfulness.

 

5 To make decisions as to major changes in business activity and expansion, including the investment of reserve funds.

 

6. To approve annually a budget for the Association.

 

7. To fill vacancies in the Board of Directors if any should occur between annual membership meetings, subject to confirmation at the annual meeting.

 

Section 5  Actions Without Meeting. 

 

Any action required or permitted to be taken by the Board of Directors under any provision of the Association’s Bylaws may be taken without a meeting of the Board of Directors if the majority of the Directors shall individually or collectively consent in writing to such action. All such written consent may include communication by e-mail and shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a vote of the Directors at a meeting of the Board of Directors.

 

Section 6  Compensation. 

 

No voting Director shall receive compensation for services rendered in acting in the capacity of a Director of the Association, but the Board of Directors may authorize reimbursement of expenses incurred by Directors in connection with the performance of their duties. Nothing contained in these Bylaws shall be construed to preclude any Director from serving the Association in any other capacity or receiving compensation for any services rendered in such other capacity.

           

 

ARTICLE V - Officers of the Association

 

Section 1  Officers of the Association. 

 

The elected officers of the Association shall be a President, a Vice President, a Treasurer, a Secretary and such other officers as the Board shall from time to time cause to be elected.

 

Section 2  Elected Officers and Terms of Office.

 

The Board annually shall elect the President, Vice President, Secretary, Treasurer, and such other officers as they may deem advisable.

 

Section 3  President and Vice President 

 

The President shall act as chair at all meetings of the Association and the Board of Directors. In the absence of the President, the Vice President shall take the chair; in the absence of both the President and Vice President, the officers and Directors present shall elect one from among themselves to act as chair on that occasion.

 

 

Section 4  Treasurer.

The Treasurer shall responsible for the overseeing of the accounts, for the funds of the Association and for the investment of same under the authority of the Directors, and shall be responsible for providing adequate financial reports to the board at regular periods or as the Board of Directors may direct.

 

 

Section 7  Secretary. 

 

The Secretary shall keep full, true, and accurate records of all business conducted at Board of Directors and at committee meetings.  The Secretary shall have the custody of the minutes and membership record books of the Association. The Secretary shall give timely notice of all meetings of members, of the Board of Directors, and of the committees.

           

 

ARTICLE VI -Committees

 

Section 1  Executive Committee        

 

The Executive Committee shall, during the intervals between the meetings of the Board, possess, and may exercise, all of the powers of the Board of Directors in the management of the business and affairs of the Association except that the Executive Committee may not appoint a manager, approve the annual budget, or propose to the Association amendments to the Bylaws. The Executive Committee shall consist of the Officers, the chairs of the standing committees and at least two other Directors elected by the board of directors. A majority of the members of the Executive Committee shall constitute a quorum at any meeting of the Committee, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Executive Committee. All actions taken by the Executive Committee shall be reported to the Board at its next succeeding meeting. The Executive Committee shall keep full records and accounts of its proceedings and transactions.

 

 

Section 2  Standing and other Committees.

 

The standing committees of the Board of Directors shall be the Membership Committee and the Compensation Committee. Other committees may from time to time be created by the Board of Directors or by the President provided that such committees may not exercise the powers of the Board of Directors. Members of any committee created under this section may be, but need not be, members of the Board of Directors. However the chair of each standing committee must be a member of the Board of Directors. Each committee shall have such powers, duties and responsibilities as may be given or assigned the committee by the Board of Directors. The president annually shall appoint the chair and members of all committees established pursuant to this section. The President and Vice President shall be ex-officio members of all committees established pursuant to this section.

 

 

ARTICLE VII - Capital

                       

 

                         

Section 1  Transfer or Repurchase of Shares.

           

            The following shall govern the transfer or repurchase of shares:

 

(a) The Association shall have first option to purchase any of its shares offered for sale. Shareholders applying to withdraw from the Association, as provided in Article II, section 6, or who wish to dispose of any part of their shareholdings must first offer their shares to the Association, through its Board of Directors. 

           

(b)  If the Association fails to purchase all or any part of such holdings offered within 60 days of such offer, the shareholder shall then have the right to sell, transfer or otherwise dispose of such shares to any person eligible for membership in the Association, subject to the approval of the transferee by a majority vote of the Board of Directors. If such proposed transferee is not approved by the Board, a member may appeal such action to the members at their first regular or special meeting thereafter, and the action of the membership shall be final. If such transferee is not approved at such meeting, the Directors shall exercise their power to purchase, if and when such purchase can be made without jeopardizing the solvency of the Association.

           

(c) Transfer of the shares of this Association shall be without any force or effect until made upon the books of the Association with the approval of the Board of Directors, and no transfer shall be completed until the old certificate or certificates have been endorsed and surrendered and a new certificate issued in the name of the purchaser.

           

(d)  The amount to be paid for shares purchased by the Association shall be the par value of such paid-up shares less that proportion of the deficit (if any) which such share or shares bears to the total outstanding shares. All computation shall be based on the most recent annual financial report of the Association or on interim statements, as the Board of Directors shall determine.    

           

(e)  The Board of Directors shall have at all times authority to repurchase the shares of stock and to cancel the membership of any shareholder (1) who shall have died; (2) whose purchases from the Association have totaled less than ten dollars during any fiscal year; (3) or who has for any other reason been judged unfit for membership, provided however, that such member shall at the next regular meeting of the Association have the right to appear in self-defense, at which time a majority vote of the members present shall be required to sustain such action by the Board.

           

(f)  The Board of Directors shall have the right to repurchase from any or all shareholders, shares owned in excess of the three required for membership whenever, in the judgment of the Board of Directors, the share capital of the Association shall be in excess of current needs.

           

(g)  Any member who shall cease to meet the qualifications for membership as provided in Article II, section 1, shall lose all voting privileges. If such member's whereabouts are unknown for a period of twelve months or such member becomes inactive, the share capital and any funds held on behalf shall be forfeited to the Association and transferred to the reserve fund; Provided however, that the secretary shall send notice to such member by email if feasible to the last-known address as listed on the books of the Association that the share capital and any funds held on behalf are subject to forfeiture.  The secretary shall have the discretion to post an appropriate notice on the Association’s web site as well.

 

Section 2  Limitation as to Repurchase of Shares.

 

            In the exercise of its right to repurchase any shares as provided hereinabove, the Board of Directors shall not repurchase the shares of any member when the reduction in the Association's share capital resulting therefrom would impair the financial condition of the Association.

           

Section 3  Lien on Capital.

 

            The Association shall have a prior lien on the share(s) or loan capital, and on the interest due thereon, of any member for any debts he may owe the Association.

 

Section 4  Loan Capital.

 

            The Association may borrow funds from its members or from non-members when in the judgment of the Board of Directors it is to the best interest of the Association to do so, Provided however, that the total amount of such loan capital shall at no time exceed one-half of the total paid in share capital. Notes or other evidence of indebtedness shall be issued by the Association for such loans.

           

Section 5  Interest on Loan and Share Capital.

 

            Interest on such loan capital shall be paid at a rate approved by the Board of Directors. Interest on share capital shall be paid to holders of whole shares subject to the limitations of Article VIII, section 2 (b) hereinbelow.

           

 

ARTICLE VIII - Allocation of Net Savings

 

Section 1  Net Savings Defined

 

"Net Savings" means the total income of the Association minus the costs of operation.

 

Section 2  Allocation and Distribution of Net Savings

 

The Board of Directors shall once during each fiscal year provide for the allocation and distribution of the net savings in the following manner:

 

(a) Reserve Fund Ten percent of net savings shall be set aside in a reserve fund until such time as the fund shall be equal to fifty percent of paid-up capital and thereafter such sums may be set aside as the board shall determine, and such funds may be used in the general conduct of the business.

           

(b) Return on Capital A return on paid-up capital shall be paid only out of surplus of the aggregate of the assets over the aggregate of liabilities (including the amount of capital stock) after deducting from such aggregate of the assets the amount by which such aggregate was increased by unrealized appreciation in value or revaluation of fixed assets; Provided that such return shall not exceed six percent per annum upon the paid-up capital and shall not be cumulative; Provided further, that total return on capital for any single period shall not exceed fifty percent of the net savings for that period.

           

            (c) The remainder shall be allocated to all members of the Association in proportion to their individual patronage, provided that:

 

1.  A member's proportionate amount of savings shall be returned unless the member agrees that the Association credit the amount toward the purchase of additional shares.

2.  Any part or all of the distribution of savings returns hereunder, may be deferred for a fixed period of months or years as determined by the Board of Directors.

           

ARTICLE IX - Fiscal Year

 

            The fiscal year of this Association shall begin on the first day of July and end on the thirtieth day of June.

           

           

 

ARTICLE X - Amendments to Articles of Incorporation of the Association and Bylaws

 

Section 1  Articles of Incorporation

 

            Amendments to the Articles of Incorporation of the Association may be proposed by a two-thirds vote of the Board of Directors or by petition of ten percent of the members of the Association. Notice of the meeting to consider such amendment shall be sent by the secretary to each member at his last known address, accompanied by the part of the articles to be amended. Two-thirds of the members voting may adopt said amendment, a copy thereof verified by the president and secretary shall be filed and recorded as provided in the District of Columbia Co-operative Association Act.

           

Section 2  Bylaws

 

            These Bylaws may be amended or repealed by a majority vote at any regular or special membership meeting, provided that such proposed amendment or repeal has been approved by the Board of Directors and announced in the call of such meeting or, in the alternative, that such proposed amendment or repeal be stated in a petition signed by ten percent of all active shareholders, calling for consideration thereof at a regular or special meeting of shareholders.

                       

 

ARTICLE XI - Bonding Bookkeeping and Reports

 

Section 1  Bonding.

 

            Every individual acting as officer or employee of the Association and handling funds or securities amounting to $1,000 or more, in any one year, shall be covered by an adequate bond as determined by the board of directors, and at the expense of the Association.

           

Section 2  Books Auditing.

 

            A set of books shall be kept to record the business operations of the Association which shall be audited at the discretion of the Board of Directors by an outside auditor. A written report of such audit, including a statement of the amount of business transacted with members, and transacted with non-members; the balance sheet, and an earnings statement shall be made available to the active members upon request.

           

Section 3  Annual Report.

 

            The Association shall annually, within 60 days of the close of its operations for that year, make a report of its condition, sworn to by the president and secretary, which report shall be filed as required by law.

           

ARTICLE XII - Dissolution of Association

 

Section 1  Dissolution.

 

            Upon due notice having been given in advance, at any regular or special meeting this Association may be dissolved by a two-thirds vote of the entire active membership. By a vote of a majority of the active members voting, three members shall be designated as trustees who shall, on behalf of the Association and within any extension thereof, terminate its affairs, liquidate its assets-and make distribution thereof as provided in section 2 hereof  

 

Section 2  Distribution of Assets.

 

            In accordance with the Articles of Incorporation the assets of the Association shall be distributed in the following manner and order:

           

            1. By paying its debts and expenses;

            2. By returning to the members the par value of their shares;

3. By distributing any surplus among those patrons who have been members at any time during the six years prior to dissolution, on the basis of patronage during that period.

 

 

 

Article XIII- Limitation of Liability of Directors, Officers, and Managers

 

The Association shall indemnify and hold harmless all persons who serve as Directors, Officers, or managers of the Association from and against all claims and liabilities to which they become subject by reason of having been a director, officer, or manager of the Association, or by reason of any action alleged to have been taken or omitted by them as directors, officers, or managers. The Association shall also reimburse such persons for all legal and other expenses reasonably incurred in connection with any such claim or liability. Such indemnification shall be extended, provided that no such person shall be indemnified or be reimbursed for any expense incurred in connection with a claim or liability arising out of his or her own negligence or willful misconduct. The Association, its Directors, Officers, manager, employees and agent shall be fully protected in taking any action or making any payment under this section or in refusing to do so upon the advice of counsel.