BY-LAWS of
Mountain Community Cooperative

ARTICLE I - NAME AND PURPOSE

1.1 Name: The name of the organization is Mountain Community Cooperative (“MCC”). The
office is located at 105 Carter Street, Eatonville, Washington 98328.

1.2 Purpose: MCC is organized to produce, purchase and distribute goods and services for the
mutual benefit of its members and patrons on a not-for-profit basis, offering high quality products, supporting local producers and suppliers when feasible, and providing services relevant to members and non-members in the community.


ARTICLE II - MEMBERSHIP

2.1 Eligibility for membership: Any person, including any individual at least 18 years of
age, or any partnership, association, corporation, or other entity, including governmental entities and political subdivisions thereof, may become a member of Mountain Community Cooperative.
Mountain Community cooperative does not discriminate on social or political grounds, or on the
basis of race, creed, age, sex, handicap, sexual preference or marital status.

2.2 Membership Requirements: Each potential member must submit a completed
membership application and agree to be bound by the Articles of Incorporation, Bylaws, rules and policies of MCC. The completed application shall be accompanied by payment of the entire $100 membership fee (which includes a $5.00 non-refundable application fee), or a portion thereof. The membership fees (less the non-refundable application fee) shall be deposited into MCC’s capital account. All membership fees must be paid within a one-year period from the date of enrollment. Members with special needs may request to volunteer for a minimum of 100 hrs within one year, to pay their membership fee after which their member discount will come into effect. The Board of Directors must approve special needs requests. The Board of Directors may change the membership fee amount from time to time. Each application for membership may be subject to acceptance by the Board of Directors. .

2.3 Active Members: A lifetime member is a member who has paid their membership
fee in full. A temporary member is making payments toward the full membership fee within the prescribed period for completing said payments. Both lifetime and temporary members are considered to be active members. To remain active, members must also notify MCC of any address changes within six months of the change.

2.4 Membership Rights: Memberships and rights arising there from are not transferable. Each
active member shall have the right to vote to select the Board of Directors and to vote to recall any or all of the Directors. Each active individual member shall be eligible to be elected to serve on the Board of Directors. Each active member shall have the right to cast one vote on each issue presented for voting at membership meetings and in all instances where the Board of Directors orders member balloting. Such balloting may be performed by mail, electronically by email, and/or at membership meetings, provided that no balloting may be performed exclusively via email. Active members shall have the right to submit proxy votes by appointing a voting member to cast the absent member’s written, witnessed vote. The proxy cannot be a witness to the absent members written voting instructions.

Active members who volunteer a minimum of 24 hours/year, or who choose to pay a $100 fee/year in lieu of volunteering, are entitled to purchase products through the buying club and the store at a discount from the prices charged to other members and non-members.

The MCC Membership list, including all information about MCC’s members, is considered private and only for the use of Membership business. This information will not be used in any other way, including for individual members use, or for individual advertising purposes. Any other use of member information, other than for MCC member business, will require Board of Director approval.

2.5 Household Privileges: A member’s purchasing rights may be shared with other members of their household listed on the membership application form; however, the membership will be the property of the person in whose name the membership is issued. Only the person named as the member on the application form and on the member roster will be eligible to vote in an election. Only one vote will be allowed per member number in any election and the voting member must be listed on the member roster. Should more than one vote be cast with the same member number, all ballots with that number will be invalidated. Any household member’s volunteer hours may be credited to the member number and may apply towards satisfaction of any annual volunteer requirements.

2.6 Termination of Membership: Termination of membership shall not relieve a former member of unpaid dues or other financial obligation previously accrued subject to the Board of Director’s determination. Upon termination of membership, subject to the Board of Directors’ determination that it is fiscally prudent, a member is entitled to a refund of paid membership fees, less the non-refundable application fee. The refund shall be made in the order of request, no sooner than 90 days after joining MCC and no sooner than 30 days and not longer than 180 days after the member has resigned in writing. In the event of termination of membership, for any reason, or in the event of inactivity by a member in purchasing or voting with MCC for a period of four years, and in the further event that MCC is unable to refund to such member the membership fee because of cause beyond MCC’s control, then after the lapse of the four-year period, the membership fee shall be forfeited in favor of MCC and transferred to MCC’s operating account. Membership may be terminated in any of the following ways:

a) voluntarily, by resignation, at any time upon written notice to MCC;
b) by failure to make agreed scheduled payments applicable to the $100 membership fee:
c) by failure to pay the annual membership dues, if any,
d) by death of a member
e) for reasonable and sufficient cause, including willful violation of the Bylaws, by a two-thirds vote of the Board of Directors, after a fair hearing at which the member has the opportunity to speak and present evidence. Failure of the member to appear at a mutually agreed upon hearing date and time results in the forfeiture of a member’s right to a hearing, unless the absence is caused by an unforeseeable event.


ARTICLE III – MEMBER MEETINGS

3.1 Annual meetings: Annual membership meetings shall take place in the State of
Washington in the month of October of each year at such time and place as the Board of Directors shall designate. The purpose of the meetings shall be to report to members on the operations and finances of MCC, and to conduct voting for vacancies or expired terms on the Board of Directors, and other issues properly submitted to a vote of the members. Meetings will be conducted following Robert’s Rules of Order for the business segment of the annual meeting.

3.2 Special meetings: A simple majority vote on the Board of Directors may authorize a
special meeting of the members at any time. Special meetings may also be called by a written request signed by no less than ten percent of the active membership. Business conducted at special meetings shall be limited to the purpose set forth in the notice for such meetings. The President shall set the time and place of a meeting requested by the membership, and notice shall be sent to the requestors’ representative within fourteen days of receipt of a written, notarized request. The request must include the names of all members requesting the special meeting to be able to verify that the member threshold has been met. Only the person in whose name the membership has been issued may be included in a request to hold a special meeting. Household members may sign the request to hold a special meeting, but will not be included in the count to meet the required threshold. Any request for a meeting by the membership shall specifically state the purpose of the meeting and any proposed resolution to be acted upon.

3.3 Meeting Notice: The President or Board of Directors, when calling an annual or special
meeting of the members, shall cause to be delivered to each active member, either personally, by postal mail or electronic transmission, not less than ten nor more than 50 days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Determination of Active Member status for notice purposes shall be as of the date that notice is sent to members.

3.4 Quorum: A quorum for the conduct of business at a meeting shall be the lesser of five
percent or 50 members of the active membership. All decisions of the membership shall be made by simple majority of votes cast unless required otherwise by these bylaws, articles of incorporation, or State law.



ARTICLE IV - BOARD OF DIRECTORS – ELECTION AND SELECTION

4.1 Number of Directors: The Board of Directors shall consist of a minimum of three and a
maximum of 11 members elected by MCC’s membership. No more than one paid MCC staff member shall serve on the Board of Directors at a time.

4.2 Length of Terms: Directors shall serve two-year terms and shall be limited to no more than
three consecutive terms. After one year off, a Board member may be once again voted in by the membership. The Directors’ terms will be staggered so that up to five are elected in even numbered years and up to six are elected in odd numbered years.

4.3 Meetings, minutes and Quorum: The Board shall meet at least once per month. A majority of the Board constitutes a quorum for the conduct of business. Minutes of Board meetings shall be kept by the Board and made available to MCC members for viewing at the MCC office only. If any member desires to remove a copy of the minutes from the Co-op premises, it will be up to the member who wants that information to make copies of such information at their expense. Meetings will be conducted using procedures as outlined in the MCC procedure manual.

4.4 Board Elections: Directors shall be elected or re-elected by the members casting votes at
annual meetings. Any member can nominate a candidate to the slate of Board nominees. All active members are eligible for nomination to the Board. Directors will be elected by a simple majority of the votes cast (in person or by proxy).

4.5 Vacancies: Any vacancies on the Board of Directors may be filled by appointment by the Board of Directors, offering the position to an active member to serve the remainder of the un-expired term of the vacant position; provided, if permitted by Washington statute, the person fillingthe vacancy shall serve only until his or her successor shall have been elected and qualified at the next scheduled election. A 30-day notice of the Board of Directors seat availability will be posted, before the Board chooses the new director.

4.6 Conflict of Interest: A director shall as soon as practicable disclose their interest in any
contract or proposed contract with MCC, and shall not vote on any question with respect to the contract or proposed contract or transaction. Directors shall not be remunerated for their services as a director. Directors may be reimbursed for reasonable expenses incurred on behalf of MCC upon the submission to the Board of Directors for approval of requests for reimbursement with receipts.

4.7 Resignation and Removal of Directors: Resignation from the Board must be in writing and
received by the Secretary. If a Director fails without excuse approved by a majority of the Board (excluding the Director seeking to be excused) to attend three consecutive regular Board meetings without excuse approved by a majority of the Board (excluding the Director seeking to be excused, that Director’s seat may be declared vacant at the next regular Board meeting and the vacancy filled as provided in paragraph 4.5. Any Director may be removed from office by a secret ballot with a two-thirds majority at any regular or special membership meeting after said Director has had an opportunity to reply to the charges. A quorum for a vote to recall a Director shall be five percent of the active membership.


ARTICLE V – BOARD OF DIRECTORS - RESPONSIBILITIES


5.1 Powers and Duties: The Board of Directors shall direct and control MCC’s business and
affairs in the interests of the members. The Board of Director’s powers shall include, but not be limited to:
a) Establishing standard policies governing the conduct of MCC’s affairs;
b) Establishing policies to guide management, employ management, determine the compensation of management, and evaluate the performance of management;
c) Purchasing, selling or leasing real estate or other major assets;
d) Entering into contracts on behalf of MCC and commitment of MCC’s resources to meet any contract obligations;
e) Borrowing of funds and pledging MCC’s credit and assets to secure any loan made to MCC;
f) Approving management’s annual budget;
g) Establishing the amounts and terms of initial and annual membership dues, and establishing qualifications for membership;
h) Accepting or rejecting application for membership;
i) Reviewing and terminating membership for cause;
j) Electing the president, vice-president, secretary, treasurer of the corporation from among the members of the Board and appointing such other officers as needed who need not be Directors;
k) Chartering committees and establishing task forces as deemed necessary;
l) Requiring periodic independent review of MCC’s financial statements;
m) Adopting significant and realistic plans for future development and growth and reviewing and modifying them at regular intervals;
n) Reviewing and making recommendations on any proposed changes in Articles or Bylaws; and
o) Exercising such other powers and performing such other duties and/or responsibilities as may be allowed and/or required by State law.

ARTICLE VI – OFFICERS’ DUTIES

6.1 Corporate Officers: At a minimum, Mountain Community Cooperative’s officers shall
consist of one President, one or more Vice Presidents, one Secretary and one Treasurer. Officers shall be selected by the Board of Directors no later than at the first regular meeting after the annual meeting. Terms of offices shall be for one year or until their successors are selected. Officers may be removed and replaced, with or without cause, at any time by the Board of Directors.

6.2 Duties of the President: The President shall preside at all meetings of the membership and
the Board of Directors. In the absence of the President, the Vice President shall perform the duties of the President. The President oversees Board affairs, and supports effective action of the Board in governing and supporting MCC.

6.3 Duties of the Vice-President: The Vice-President shall act as President in the absence or
disability of the President and perform such other duties as the Directors may, from time to time, designate.

6.4 Duties of the Secretary: The Secretary shall ensure the proper notification for
membership and Board of Directors meetings, record meeting minutes, keep Articles of Incorporation, Bylaws, and correspondence.

6.5 Duties of the Treasurer: The Treasurer, or his/her designee, shall give a monthly report to
the Board of Directors and render an annual financial report to the membership. The Treasurer shall be the custodian of MCC’s funds and property, and keep a record of all receipts and disbursements. The Treasurer shall sign all year-end tax reports.


ARTICLE VII – BYLAWS

7.1 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 deemed modified to conform to such statute or rule of law without affecting the validity or enforceability of any other provision of these Bylaws.

7.2 Amendment of Bylaws: These Bylaws may be amended, altered or repealed by the
affirmative majority vote of the Board of Directors at any regular or special meeting of the Board if a notice of the proposed alteration or amendment is contained in the notice of the meeting.

ARTICLE VII – DISTRIBUTION OF SURPLUS FUNDS

MCC shall operate for the mutual benefit of its members as nearly as possible at cost, provided that reasonable reserves, as determined by the Board of Directors, may be set aside and accumulated for the purpose of meeting the operating and capital needs of the corporation and for such other purposes as the Board of Directors may determine are in the best interest of the corporation. After all expenses and expenditures of the corporation have been paid and reasonable reserves, as determined by the Board of Directors, set aside, the net earnings of the corporation shall be accumulated in a surplus fund, The surplus fund, or any portion thereof, may be distributed to members through discounts on their purchases or through another appropriate rebate scheme, or donated for the public welfare or for charitable, scientific, or educational purposes, ad determined by the Board of Directors.

ARTICLE IX – INDEMNIFICATION

Mountain Community Cooperative shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law. MCC shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of MCC, against any liability asserted against such person and incurred by such person in any such capacity arising out of any status as such, whether or not MCC would have the power to indemnify such person against such liability under the provisions of this Article or the Articles of Incorporations.