BY-LAWS OF EQUITY COOPERATIVE CLUB, INC.
I By-Laws Include Articles
The Provision of the Articles of Incorporation of this Association are hereby made a part of these by-laws.
II Fiscal Year
The fiscal year of this association shall end on December 31.
III Meetings
Sec. 1. Regular/Annual Meeting
a. Time: The regular annual meeting of the Association shall be held on the second week in April, at 7:00 p.m., and at Equity Hall in Marinette County, Wisconsin.
b. Notice: Not less than seven nor more than twenty days before each regular meeting, written notice of the time and place of the meeting shall be given to the Members personally or by mail to their last known addresses as shown on the association records.
Sec. 2. Special Meetings
a. The President may call a special meeting of the Association upon giving notice to the members in the manner herein described for a regular meeting, except that the notice shall also specify the purpose of the special meeting.
b. Upon written demand signed by at least twenty percent of the Members, the President shall call a special meeting for the purpose to which the demand relates, in the manner herein described.
Sec. 3. Quorum: At a meeting of the Members, a quorum must be present in person or represented by territorial delegates as provided by law. A quorum constitutes a number of Members not less than twice the number of the Board of Directors. A quorum is required to transact any business, other than amending
Articles of Incorporation, which has been specifically set forth in the notice of the meeting.
Sec. 4. Voting: Each Member of legal voting age is entitled to one and only one vote on each question. Absentee voting is allowed by mail, to the Secretary, to be received prior to the meeting. The word "Vote" shall be clearly labeled on the front of the envelope.
Sec. 5. Order of Business: The order of business at annual meetings and so far as applicable at other meetings of the Members, shall be substantially as follows:
a. Roll Call
b. Reading and disposal of unapproved minutes
c. Reports of officers and committees
d. Unfinished business
e. New business
f. Election of Directors
g. Adjournment
IV Membership
Sec. 1. Members: Any person holding shares in Equity Cooperative Club, Inc. is a Member. New members shall be voted on at the Association annual meeting.
Sec. 2. Shares: No shares can be sold and transferred by Members, except back to the Club. Upon death, the share returns to the Club.
V Board of Directors
Sec. 1. Election: Directors shall be elected annually and terms run as follows:
3 members for 2 year terms (Even year)
2 members for 2 year term (Odd year)
Election by members of a director to fill a vacancy occurring before the end of the term shall be for the term for the unexpired term only. Each Director shall hold office for the term for which he is elected and until his successor is elected and enters upon his duties.
Members shall elect Directors by ballot. Nominations may be made from the floor; or a nominating committee may be appointed by the Board (preferably elected by the membership), but the committee’s nomination may be supplemented by nomination from the floor. In any event, at least two names shall be submitted as candidates from each position to be filled on the board.
Sec. 2. Vacancies: Vacancies occurring on the Board of Directors, except any caused by removal by the Association Members, may be filled by the remaining Directors until the next election by the Member of the Association.
Sec. 3. Meetings:
a. Time: The President may call an additional meeting of the Board of Directors at any time and shall do so upon demand of a majority of the Directors or upon written notice by the manager or the Leasor.
b. Notice: Notice of all other Directors’ meetings shall be given to each Director.
c. Quorum: A majority of the Directors shall be a quorum at a Board meeting, but a less number may adjourn to another time upon giving notice to the absent members of the time and place of the adjourned meeting.
Sec. 4. General Powers and Duties: Management; Records; Reports: The Directors shall conduct, manage, and control the affairs and business of the Association. They shall have installed and maintained an adequate accounting system and require proper records of all business transactions to be kept and audited, and reports to be made to the Secretary of State or other officials annually or otherwise as required by law.
Sec. 5. Directors: The Directors, at the annual meeting, shall elect from their number a president and a vice-president. They shall also elect a secretary and a treasurer, or a secretary-treasurer, who may or may not be Directors.
Sec. 6. Committee: The Board of Directors may elect committees of not less than three directors. This committee shall have only the powers which the Board of Directors shall expressly delegate to it, within the limitations fixed by law (WI Stat. 180, Business Corporations). A copy of the minutes of each meeting of all committees shall be placed on file and kept available to all the Directors. The Board at its next meeting shall consider the committee minutes and ratify or disapprove the action of the committee.
Sec. 7. Employee(s): The Directors may employ a manager or such other employee(s) as they deem necessary, and shall fix the compensation of all Directors and employee(s), or the limits within which compensation of each position may vary.
Sec. 8. Bonds: The Directors shall require every officer, manager and employee to whom funds or other property of the Association are entrusted or who is empowered to disburse or authorize the disbursement of its funds, or is charged with making or keeping its records, to furnish at Association expense bond in such amount as the Directors shall determine.
Sec. 9. Insurance: The Directors shall provide for the adequate insurance of the property of the Association and property in its possession, or stored by it, and not otherwise adequately insured, and for adequate insurance covering liability to employee and the public.
VI Manager
Sec. 1. Other Business Forbidden: The Manager shall not engage in business of like nature to that of the Association nor be employed by anyone else in such a business.
Sec. 2. General Powers and Duties: The Manager shall have general charge of the ordinary and usual business operations of the Association under and subject to the directions, approval, and control of the Directors.
Sec. 3. Accounts: The Manager shall be required to maintain his records and accounts in such manner that the condition of the business may be correctly ascertained therefrom at any time. He/She shall render annual and periodical statements in the form and manner prescribed by the Directors. He/She shall carefully preserve all books, documents, correspondence and records of whatever kind pertaining to the business which may come into his possession.
Sec. 4. Help: The Manager may employ and discharge help, subject to the general employment policies established by the Board of Directors.
Sec. 5. Funds: The Manager shall handle and account for in the manner and form prescribed by the Directors all money and other property belonging to the Association which shall come into his possession.
VII Audits
Sec. 1. At the close of each fiscal year and at such other times as the Board shall determine, the Directors shall make or cause to be made, an accurate written statement of the financial condition of the Company, including when required, an accurate inventory of all of its property.
Sec. 2. At the close of each fiscal year and at such other times as the Board shall determine, the books and accounts of the Association shall be carefully audited by a competent and disinterested auditor or accountant, who shall make a detailed written report thereon.
VIII Capital Structure
This Association shall be operated without profit; however, the Board of Directors are hereby authorized to retain any or all of the net savings to be used as a reserve for the functions of this Association as outlined in Article 2 of our Articles of Incorporation. None of the savings or profits of this Association shall ever be given or accrued to the stockholder as such and any reserves on hand upon dissolution shall be distributed as outlined in Article 4 of our Articles of Incorporation. (Article 4. The capital stock of this association shall be Seventy-five Hundred ($7500) Dollars, which shall be divided in seven hundred fifty (750) shares of the par value of Ten ($10) Dollars each. Dated February 28, 1942)
IX Amendment of By-Laws
By vote of a majority of the members voting, by-laws may be enacted, amended or repealed at any regular meeting or at any special meeting of the Association Members called for that purpose.
Amended April 11, 2016
I By-Laws Include Articles
The Provision of the Articles of Incorporation of this Association are hereby made a part of these by-laws.
II Fiscal Year
The fiscal year of this association shall end on December 31.
III Meetings
Sec. 1. Regular/Annual Meeting
a. Time: The regular annual meeting of the Association shall be held on the second week in April, at 7:00 p.m., and at Equity Hall in Marinette County, Wisconsin.
b. Notice: Not less than seven nor more than twenty days before each regular meeting, written notice of the time and place of the meeting shall be given to the Members personally or by mail to their last known addresses as shown on the association records.
Sec. 2. Special Meetings
a. The President may call a special meeting of the Association upon giving notice to the members in the manner herein described for a regular meeting, except that the notice shall also specify the purpose of the special meeting.
b. Upon written demand signed by at least twenty percent of the Members, the President shall call a special meeting for the purpose to which the demand relates, in the manner herein described.
Sec. 3. Quorum: At a meeting of the Members, a quorum must be present in person or represented by territorial delegates as provided by law. A quorum constitutes a number of Members not less than twice the number of the Board of Directors. A quorum is required to transact any business, other than amending
Articles of Incorporation, which has been specifically set forth in the notice of the meeting.
Sec. 4. Voting: Each Member of legal voting age is entitled to one and only one vote on each question. Absentee voting is allowed by mail, to the Secretary, to be received prior to the meeting. The word "Vote" shall be clearly labeled on the front of the envelope.
Sec. 5. Order of Business: The order of business at annual meetings and so far as applicable at other meetings of the Members, shall be substantially as follows:
a. Roll Call
b. Reading and disposal of unapproved minutes
c. Reports of officers and committees
d. Unfinished business
e. New business
f. Election of Directors
g. Adjournment
IV Membership
Sec. 1. Members: Any person holding shares in Equity Cooperative Club, Inc. is a Member. New members shall be voted on at the Association annual meeting.
Sec. 2. Shares: No shares can be sold and transferred by Members, except back to the Club. Upon death, the share returns to the Club.
V Board of Directors
Sec. 1. Election: Directors shall be elected annually and terms run as follows:
3 members for 2 year terms (Even year)
2 members for 2 year term (Odd year)
Election by members of a director to fill a vacancy occurring before the end of the term shall be for the term for the unexpired term only. Each Director shall hold office for the term for which he is elected and until his successor is elected and enters upon his duties.
Members shall elect Directors by ballot. Nominations may be made from the floor; or a nominating committee may be appointed by the Board (preferably elected by the membership), but the committee’s nomination may be supplemented by nomination from the floor. In any event, at least two names shall be submitted as candidates from each position to be filled on the board.
Sec. 2. Vacancies: Vacancies occurring on the Board of Directors, except any caused by removal by the Association Members, may be filled by the remaining Directors until the next election by the Member of the Association.
Sec. 3. Meetings:
a. Time: The President may call an additional meeting of the Board of Directors at any time and shall do so upon demand of a majority of the Directors or upon written notice by the manager or the Leasor.
b. Notice: Notice of all other Directors’ meetings shall be given to each Director.
c. Quorum: A majority of the Directors shall be a quorum at a Board meeting, but a less number may adjourn to another time upon giving notice to the absent members of the time and place of the adjourned meeting.
Sec. 4. General Powers and Duties: Management; Records; Reports: The Directors shall conduct, manage, and control the affairs and business of the Association. They shall have installed and maintained an adequate accounting system and require proper records of all business transactions to be kept and audited, and reports to be made to the Secretary of State or other officials annually or otherwise as required by law.
Sec. 5. Directors: The Directors, at the annual meeting, shall elect from their number a president and a vice-president. They shall also elect a secretary and a treasurer, or a secretary-treasurer, who may or may not be Directors.
Sec. 6. Committee: The Board of Directors may elect committees of not less than three directors. This committee shall have only the powers which the Board of Directors shall expressly delegate to it, within the limitations fixed by law (WI Stat. 180, Business Corporations). A copy of the minutes of each meeting of all committees shall be placed on file and kept available to all the Directors. The Board at its next meeting shall consider the committee minutes and ratify or disapprove the action of the committee.
Sec. 7. Employee(s): The Directors may employ a manager or such other employee(s) as they deem necessary, and shall fix the compensation of all Directors and employee(s), or the limits within which compensation of each position may vary.
Sec. 8. Bonds: The Directors shall require every officer, manager and employee to whom funds or other property of the Association are entrusted or who is empowered to disburse or authorize the disbursement of its funds, or is charged with making or keeping its records, to furnish at Association expense bond in such amount as the Directors shall determine.
Sec. 9. Insurance: The Directors shall provide for the adequate insurance of the property of the Association and property in its possession, or stored by it, and not otherwise adequately insured, and for adequate insurance covering liability to employee and the public.
VI Manager
Sec. 1. Other Business Forbidden: The Manager shall not engage in business of like nature to that of the Association nor be employed by anyone else in such a business.
Sec. 2. General Powers and Duties: The Manager shall have general charge of the ordinary and usual business operations of the Association under and subject to the directions, approval, and control of the Directors.
Sec. 3. Accounts: The Manager shall be required to maintain his records and accounts in such manner that the condition of the business may be correctly ascertained therefrom at any time. He/She shall render annual and periodical statements in the form and manner prescribed by the Directors. He/She shall carefully preserve all books, documents, correspondence and records of whatever kind pertaining to the business which may come into his possession.
Sec. 4. Help: The Manager may employ and discharge help, subject to the general employment policies established by the Board of Directors.
Sec. 5. Funds: The Manager shall handle and account for in the manner and form prescribed by the Directors all money and other property belonging to the Association which shall come into his possession.
VII Audits
Sec. 1. At the close of each fiscal year and at such other times as the Board shall determine, the Directors shall make or cause to be made, an accurate written statement of the financial condition of the Company, including when required, an accurate inventory of all of its property.
Sec. 2. At the close of each fiscal year and at such other times as the Board shall determine, the books and accounts of the Association shall be carefully audited by a competent and disinterested auditor or accountant, who shall make a detailed written report thereon.
VIII Capital Structure
This Association shall be operated without profit; however, the Board of Directors are hereby authorized to retain any or all of the net savings to be used as a reserve for the functions of this Association as outlined in Article 2 of our Articles of Incorporation. None of the savings or profits of this Association shall ever be given or accrued to the stockholder as such and any reserves on hand upon dissolution shall be distributed as outlined in Article 4 of our Articles of Incorporation. (Article 4. The capital stock of this association shall be Seventy-five Hundred ($7500) Dollars, which shall be divided in seven hundred fifty (750) shares of the par value of Ten ($10) Dollars each. Dated February 28, 1942)
IX Amendment of By-Laws
By vote of a majority of the members voting, by-laws may be enacted, amended or repealed at any regular meeting or at any special meeting of the Association Members called for that purpose.
Amended April 11, 2016
