Bylaws are the set of rules which regulate how an organization functions. In 2011, the members of the Syracuse Real Food Cooperative voted to accept bylaws that were redrafted by the Board of Directors.

Bylaws of the Syracuse Real Food Cooperative, Inc.

I. NAME
This cooperative corporation shall be known as the Syracuse Real Food Cooperative, Inc. (the
“Cooperative”), an entity that is incorporated as a general cooperative corporation under Article 2 of the
Cooperative Corporations Law of the State of New York (the “Cooperative Law”). The principal office
of the Cooperative shall be in the City of Syracuse, County of Onondaga, and State of New York.
A. Purposes
The purpose of the Cooperative is to acquire and distribute food and related goods and services on a
cooperative basis for the benefit of its member-owners.
B. Cooperative Values and Vision
A cooperative is an autonomous association of persons united voluntarily to meet their common
economic, social, and cultural needs and aspirations through a jointly-owned and democraticallycontrolled
enterprise.
Cooperatives are based on the values of self-help, self-responsibility, democracy, equality, equity and
solidarity. In the tradition of their founders, cooperative members believe in the ethical values of
honesty, openness, social responsibility and caring for others.
Cooperators share a vision of a better society based on cooperative principles – a vision that someday
the whole world becomes a cooperative.
Cooperators share a commitment to building an economy and society that is just, sustainable and
democratic. As such the Cooperative will strive to educate our local community in the value of
cooperative principles and enterprises.
Together we hope to inspire others through co-operation and to share cooperatives with people in our
community and around the world so that everybody has the opportunity to be a member of a
cooperative.

II. MEMBERSHIP
A. Eligibility and Acceptance. Any person, firm, cooperative, non-profit corporation or
corporation (each, a “Person”) may, as provided below, become a member of the Cooperative. This
Cooperative shall not discriminate on social or political grounds, or on the basis of gender, age,
ethnicity, racial category, sexual orientation, marital status, ability, national origin, creed or political
affiliation.. A Person may become a member of the Cooperative by:
(i) filing with the Cooperative an application for membership in such form and containing such
terms as shall be from time to time determined by the Board of Directors. Included in the application
shall be a statement that the applicant agrees to comply with and be bound by the terms and conditions
contained in the Cooperative's Certificate of Incorporation, as amended from time to time (the
"Certificate of Incorporation") and in these Bylaws, as amended from time to time (the "Bylaws");
(ii) tendering to the Cooperative a membership fee in such amount as may be established by the
Cooperative's Board of Directors from time to time;
(iii) being approved for membership by the Cooperative's Board of Directors;
(iv) receiving from this Cooperative written notification and a copy of the Bylaw providing for
consent to take patronage distributions received from the Cooperative into income in the manner
provided in 26 U.S.C. §1385(a);
(v) making the Capital Contribution required of the Cooperative’s members, and
(vi) meeting such other membership criteria or requirements as established from time to time by
the Cooperative's Board of Directors
B. Termination; Consequences of Membership Termination
(i) Membership may be terminated voluntarily by a member upon notice to the Cooperative.
Membership shall terminate automatically if a member (1) who is an individual shall die, (2) who is not
an individual shall cease to exist and leaves no successor, or (3) becomes ineligible for membership for
any reason.
(ii) A member whose actions are deemed in violation of the Articles of Incorporation, Bylaws,
or rules of the Cooperative, or whose actions interfere with the operations of the Cooperative may be
suspended or expelled by a two thirds vote of the Board of Directors, provided that the Board of
Directors has provided written notice of the reason for such suspension or termination to the member
and the member is afforded a reasonable opportunity, not to exceed thirty days, to respond to such
notice. An expelled or suspended member retains all rights of response and appeal. Appeal can be made
to the Board of Directors and ultimately to the General Membership Meeting.
(iii) Upon termination of membership, regardless of the reasons, all rights and interests in the
Cooperative shall cease except for rights to redemption of the Capital Contribution pursuant to these
Bylaws.
C. Rights
(i) Each member in good standing shall have one vote only in the affairs of the Cooperative.
(ii) Each member in good standing shall be eligible for other benefits as may be offered from
time to time by the Cooperative that are available generally to members.
(iii) Members retain the right to due process, to dissent and to free effective speech, and do not
forfeit any civil rights by joining the Cooperative. In the exercise of their rights, members have the
responsibility not to interfere with the operations of the Cooperative or the rights of others. The Board
of Directors may establish guidelines to optimize members' rights.
(iv) The Membership owns the Cooperative and has the right to control the Cooperative through
participatory democracy. The Members retain the right to elect the Board of Directors, to recall any
official as provided in these bylaws, to shape the Cooperative 's position and actions in regard to
important social issues.

III. MEETINGS OF MEMBERS
A. Annual Meeting.
(i) Two annual meetings per annum of the members of this Cooperative shall be held at the
principal place of business of the Cooperative or at any other place conveniently located within the area
served by it at such time as the Board of Directors shall determine. Furthermore, one of the annual
meetings will be scheduled within 6 months after the close of the fiscal year.
(ii) A written report including a balance sheet showing the true assets and liabilities of the
Cooperative, and an operating statement for the fiscal period under review, shall be submitted to the
annual meeting of the Cooperative held after the close of the fiscal year.
B. Special Meetings. Special meetings of the members of the Cooperative may be called when a
majority of directors, or 5% per cent of the members, or 75 members, whichever is less, submit a
petition in writing and request a special membership meeting, which shall be called by the Board of
Directors within thirty days of that request.
C. Notice. Written notice of every regular and special meeting of members shall be prepared
and mailed to the last known post office address of each member, or posted on prominent signs at all
Cooperative locations, not fewer than 10 (ten) nor more than sixty (60) days before such meeting. Such
notice shall state the nature of the business expected to be conducted and the time and place of the
meeting. No business shall be transacted at any special meeting other than that referred to in the notice.
D. Voting.
(i) Each member shall have one vote only upon any matter submitted to a vote of the members.
In the case of any member that is not an individual, such member shall designate in writing an
individual to act on the member’s behalf in conducting the affairs of this Cooperative. That designation
shall remain in effect until written notice of a properly authorized change in the designated individual
shall be received by the Cooperative.
(ii) Voting may be by written ballots, if authorized by the Board of Directors. Members shall be
allowed to vote on written ballots until the close of the voting period as set by the Board of Directors.
Voting to elect directors, except to fill a vacancy, must be by written ballots, as authorized by the Board
of Directors, and shall commence at the annual General Membership Meeting and continue with pointof-
purchase balloting for a period of 30 days immediately following said Meeting.
(iii) There shall be no proxy voting.
(iv) Unless otherwise stated in the Certificate of Incorporation, or these Bylaws, or required by
applicable law, all questions shall be decided by a vote of a majority of the members voting thereon, and
each member shall be entitled to only one vote.
E. Quorum. At any regular or special meeting of the members, a quorum necessary for the
transaction of business shall be at least 100 members or ten percent (10%) of the total number of
members of the Cooperative, whichever is lower. Only members in actual attendance at the meeting
shall count towards a quorum.
F. Order of Business. The order of business at the Annual Meeting, and, where applicable, at all
other meetings of the members shall be:
(i) Determination of quorum. (ii) Proof of due notice of meeting. (iii) Reading and disposition of
minutes. (iv) Annual reports of officers and committees. (v) Unfinished business. (vi) New business.
(vii) Election of directors. (viii) Adjournment.

IV BOARD OF DIRECTORS
A. Number, Eligibility. The Cooperative shall have a Board of Directors of 9 directors, each of
whom shall be a member of the cooperative in good standing, or, for those members who are not natural
persons, a designated representative of such member. The number of directors may be changed to an
odd number of directors not fewer than 7 nor more than 13 by resolution of the board. No reduction in
the number of directors may be made unless corresponding vacancies exist as a result of deaths,
resignations, expiration of terms of office, or other actions provided by these bylaws. A copy of the
resolution of the board covering any increase or decrease in the number of directors must be filed with
the official copy of the bylaws of the Cooperative. Paid employees and spouses or domestic partners of
paid employees may not serve as Directors. A person with a conflict of interest so continuing and
pervasive that he is unable to effectively fulfill the responsibilities of a director with the Cooperative
shall not be qualified to serve as a director.
B. Terms, Limits. Directors will be elected for three year terms at the annual meeting or
members. Terms of office shall be so staggered that one-third shall expire in each year. Directors shall
hold office until their successors are elected.
C. Termination. The term of office of a director may be terminated prior to its expiration in any
of the following ways: (i) voluntarily by a director upon notice to the Cooperative; (ii) automatically
upon termination of membership in the Cooperative; (iii) by action at a meeting of members whenever
the best interests of the Cooperative would thereby be served; and (iv) for cause by the members in
accordance with Section 63 of the Cooperative Law.
D. Vacancies. Any vacancy among Directors elected by the members may be filled by
appointment by the Board of Directors. A Director so appointed shall act as Director and shall serve
until the next annual meeting, at which the members shall elect a Director to complete the pertinent
term.
E. Compensation of the Board of Directors shall be determined by resolution of the Board of
Directors. A report shall be made at the annual membership meeting regarding the amount of
compensation paid to Directors in the current year and the amount proposed to be paid for the upcoming
year. The value of such compensation shall not exceed $2,000 per year for each Director;
Officers and directors shall also be entitled to reimbursement for actual expenses incurred in attending
Board of Directors meetings or other business of the Cooperative. Such expense claims shall be
approved by a majority of the Board of Directors.
F. Contracts for Profit. During her or his term of office, a director shall not be a party to a
contract for profit with the Cooperative which in substance shall differ in any way from similar
contracts by it with members or with others, or which shall vary from terms generally current among
members.
G. Conflict of Interest. Directors shall be under an affirmative duty to disclose their actual or
potential conflicts of interest in any matter under consideration by the Board of Directors. Directors
having such an interest may not participate in the discussion or decision of the matter. A transaction in
which a director has an interest shall be prohibited unless the transaction is fair to the Cooperative and is
approved by no less than a two-thirds majority of all disinterested directors.
H. Powers and Duties. The business and affairs of the Cooperative shall be managed under the
direction of the Board of Directors. The Board of Directors shall make all necessary rules and
regulations not inconsistent with law or with these Bylaws. The Board of Directors shall have power to
hire, oversee and dismiss a General Manager to coordinate and facilitate the daily functioning of the
Cooperative.
I. Limitation on Director Liability. No Director of the Cooperative shall be liable personally to
the Cooperative or to any of the Cooperative's members for damages for any breach of duty in his or her
capacity as a Director, provided that this provision shall not eliminate or limit the liability of any
Director if a judgment or other final adjudication adverse to the Director established that his or her
actions or omissions: (i) were in bad faith; (ii) involved intentional misconduct or a knowing violation
of law; (iii) resulted in the Director personally gaining in fact a financial profit or other advantage to
which the Director was not legally entitled; or (iv) violated Section 719 of the New York Business
Corporation Law, as amended, or any successor statute.
J. Indemnification of Directors. This Cooperative shall indemnify each director, officer, or
manager of this Cooperative, and any person serving at the request of this Cooperative as a director,
officer or manager of another corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and
reasonable incurred to the greatest extent to which such officers, directors or managers of the
Cooperative may be indemnified under the New York Business Corporation Law, as amended, or any
successor statute.
K. Insurance Regarding Directors. This Cooperative shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer, manager, employee, or
agent of this Cooperative, or is or was serving at the request of this Cooperative as a director, officer,
manager, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted and incurred in any capacity.
L. Committees. The Board of Directors may establish and dissolve standing and ad hoc
committees.
M. Election. All directors shall be elected by secret ballot, and the candidate(s) receiving the
greatest number of votes shall be elected.

V. MEETINGS OF BOARD OF DIRECTORS
A. Meetings. Regular meetings of the Board of Directors shall be held at least quarterly, at such
times and places as the Board of Directors may determine. The Board of Directors shall meet within
thirty (30) days after the conclusion of voting for new board members.
B. Action without a meeting. Decisions of the Board of Directors may be made without a
meeting if a consent in writing, stating the action to be taken, is signed by all of the directors of the
Cooperative who would be eligible to attend and vote at a regular meeting of the Board of Directors and
filed with the minutes.
C. Action by Conference Call, Etc. Action of the Board of Directors may be taken by
participation in a meeting by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at the same time;
participation by such means shall constitute presence in person at the meeting.
D. Special Meetings. A special meeting of the Board of Directors shall be held whenever called
by the president or by a majority of the directors. Each call for a special meeting shall be in writing,
shall be signed by the person or persons calling the meeting, shall be addressed and delivered to the
secretary, and shall state the time and place of such meeting. Only the business specified in the written
notice shall be transacted at a special meeting.
E. Notification. Notice of each meeting of the Board of Directors shall be given each director
by, or under the supervision of, the secretary of the Cooperative not less than forty-eight (48) hours
prior to the time of meeting. Notice may be waived by any director, and appearance at a meeting shall
constitute a waiver of notice.
F. Quorum. A majority of the Board of Directors shall constitute a quorum at any meeting of
the Board of Directors.
G. If a Board member is absent from 3 consecutive meetings or 4 out of any 12 consecutive
meetings, unless excused by the Board for good cause, the members seat may be declared vacant by an
affirmative vote of a majority of the Board.

VI. OFFICERS
A. Designation of Officers. At the first meeting following the annual meeting of members, the
Board of Directors shall elect a President and Vice President, Secretary and Treasurer from among the
Directors, and may, in their discretion, combine the office of Secretary and Treasurer. All such officers
shall hold office for a term of one year, or until their successors have been elected and qualified. Such
officers shall serve at the will of the Board of Directors and may be removed by the Board of Directors
and successors elected at any Board of Directors meeting.
B. Duties of President. The president shall (1) preside over all meetings of the Cooperative and
of the Board of Directors, (2) call special meetings of the Board of Directors, (3) perform all acts and
duties usually performed by an executive and presiding officer, and (4) sign all membership certificates
and such other papers of the Cooperative as (s)he may be authorized or directed to sign by the Board of
Directors; provided, however, that the Board of Directors may authorize any person to sign any or all
checks, contracts, and other instruments in writing on behalf of the Cooperative. The president shall
perform such other duties as may be prescribed by the Board of Directors.
C. Duties of Vice President. In the absence or disability of the president, the vice president shall
perform the duties of the president.
D. Duties of Secretary. The secretary shall keep a complete record of all meetings of the
Cooperative and of the Board of Directors and shall have general charge and supervision of the books
and records of the Cooperative. The secretary shall sign all membership certificates with the president
and such other papers pertaining to the Cooperative as he may be authorized or directed to sign by the
Board of Directors. The secretary shall serve all notices required by law and by these bylaws and shall
make a full report of all matters and business pertaining to his office to the members at the annual
meeting. The secretary shall keep the corporate seal and affix it to all papers requiring a seal. The
secretary shall keep complete membership records. The secretary shall make all reports required by law
and shall perform such other duties as may be required of him or her by the Cooperative or the Board of
Directors.
E. Duties of Treasurer. The treasurer shall perform such duties with respect to the finances of
the Cooperative as may be prescribed by the Board of Directors.

VII. MEMBER CAPITAL CONTRIBUTIONS
A. Required Capital Contribution. For the reasonable capital needs of the Cooperative members shall
make Capital Contributions in amounts and at times determined by the Board of Directors.
B. Capital Contributions shall be made by means of cash, check, and any other methods approved by the
Board of Directors. Capital Contributions may be made by means of a payment plan as determined by
the Board of Directors.
C. Capital Contributions may be waived or deferred in whole or in part by the Board on any reasonable
basis. Required Capital Contributions and any available waivers or deferrals shall be applied equitably
among members.
D. Capital Contributions shall be entitled to no dividend or other monetary return.
E. Capital Contributions may not be transferred or pledged as collateral.
F. Redemption. Upon request following termination of membership, Capital Contributions shall be
redeemed when replacement capital is provided by other members. Capital Contributions shall be
redeemable at the lesser of their carrying value on the books of the Cooperative or their net book value
less a reasonable processing fee, if any, as determined by the Board. Redemption proceeds shall be
subject to offset by amounts due and payable to the Cooperative by the member. No redemption shall be
made when such payment would impair the ability of the Cooperative to meet its other obligations as
they become due or would impair the claims of instruments having a higher priority than Capital
Contributions. Reapplications for membership after full or partial redemption shall be subject to full
repayment of redemption proceeds.

VIII. BORROWING
A. The Board of Directors has authority to borrow on behalf of the Cooperative.
B. Member Loans: The Cooperative may borrow from its members.
C. Other Borrowing: The Cooperative may borrow from other persons or entities.

IX. FISCAL MATTERS.
A. The Fiscal Year of the Cooperative shall end on the Sunday closest to June 30.
B. Annual Audit and Report. The operations of the Cooperative for each fiscal year shall be
audited by an experienced bookkeeper or accountant or firm of accountants not otherwise regularly
employed by the Cooperative. A written report of the audit, including a statement of services rendered
by the Cooperative, with total amount of business transacted, balance sheet, and income and expense
statement, shall be submitted to the annual meeting of members, and shall at all times be available for
inspection by any member.

X. OPERATIONS ON A COOPERATIVE BASIS.
This Cooperative shall be operated on a cooperative basis. Each transaction between this Cooperative
and each member shall be subject to and shall include as part of its terms the provisions of the
Certificate of Incorporation and the Bylaws of this Cooperative. Upon doing business with this
Cooperative, each member shall be entitled to the net savings or patronage proceeds, in the manner
provided in these Bylaws, that arise out of the patronage transactions of such member with the
Cooperative.

XI. PROCEEDS AND DISPOSITION OF PROCEEDS.
A. Operation at Cost. The Cooperative shall at all times be operated on a cooperative service-atcost
basis for the mutual benefit of its members. No interest or dividends shall be paid by the
Cooperative on any capital furnished by its members pursuant to this Article XI.
B. Refunds and Patrons' Capital. In its business with or for members, the Cooperative's
operations shall be so conducted that all active members will through their patronage furnish capital for
the Cooperative. To assure that the Cooperative will operate on a service-at-cost basis, the Cooperative
is obligated to account on a patronage basis to all of its members for all amounts received from the
business done with such member in excess of operating costs and expenses (“Net Savings”).
Provided, however, that the Board of Directors retains the right to reduce Net Savings by the amount of such
reasonable reserves as it determines for the necessary business purposes of the Corporation.
The Cooperative is obligated to make payments of all Net Savings in cash refunds or by credits to a
capital account (whether or not reflected in allocation certificates or other evidences of allocation) for
each member as determined by the Board of Directors, and in accordance with Subchapter T of the U.S.
Internal Revenue Code. The books and records of the Cooperative shall be set up and kept in such a
manner that at the end of each fiscal year the amount of capital, if any, so furnished by each member is
clearly reflected and credited in an appropriate record to the capital account of each member. The
Cooperative shall within 8 ½ months after the close of the fiscal year notify each member or patron, in
the form of a written notice of allocation (as defined in 26 U.S.C. 1388), of the amount of capital so
credited to his/her account.
All other amounts, such as interest or amounts from non-patronage sources, received by the Cooperative
from its operations in excess of costs and expenses shall, insofar as permitted by law and to the extent
practicable, be allocated to its members on a patronage basis and any amount so allocated shall be
included as a part of the capital credited to the accounts of members as herein provided.
C. Revolving Capital. If at any time, the board shall determine that the financial condition of
the Cooperative will not be impaired thereby and that such action is permissible under applicable law,
the capital then credited to members' accounts may be retired in full or in part. Any such retirement of
capital shall be made in order of priority according to the year in which the capital was furnished and
credited, the capital first received by the Cooperative being first retired.
Notwithstanding any other provision of these Bylaws, the Board of Directors, at its discretion, shall
have the power to retire any capital credited to members' accounts on such terms and conditions as may
be agreed upon by the parties in any instance in which the interests of the Cooperative and its members
are deemed to be furthered thereby and funds are determined by the Board of Directors to be available
for such purposes.

XII. CONSENT TO TAKE PATRONAGE DISTRIBUTIONS INTO INCOME.
Each person or organization that hereafter applies for and is accepted for membership in this
Cooperative and each member of this Cooperative on the effective date of this Bylaw who continues as
a member after the effective date shall, by these acts alone, consent that the amount of any distributions
with respect to patronage which are made in written notices of allocation (as defined in 26 U.S.C. §
1388), and which are received by the member from this Cooperative, will be taken into account by the
member at their stated dollar amounts in the manner provided in 26 U.S.C. § 1385(a) in the taxable year
in which the written notices of allocation are received.

XIII. LOSSES
A. Netting of Losses. In the event of a loss in one or more departments or divisions of operation
of this Cooperative, but not of such magnitude as to cause an overall loss for the fiscal year of the
Cooperative, such loss or losses may be prorated against each of the remaining profitable departments
on the basis of their respective percentage of the total net proceeds during such fiscal year.
B. Allocation of Net Losses. In the event this Cooperative shall incur a net loss in any fiscal
year, the Board of Directors, in its sole discretion, may (a) charge such net loss against any earned
surplus or paid-in surplus which is unallocated, or against any unallocated reserve other than valuation
reserves; or (b) may recover the amount of such loss from prior or subsequent years' net margins or
savings. If such loss exceeds the total of said unallocated earned surplus any unallocated reserves, or in
any event, if the Board of Directors so elects, the amount of such loss may be recovered from prior or
subsequent years' Net Savings. In no event shall the Board of Directors have the authority to make any
assessment against members or patrons. This section shall not be construed or administered in such a
way as to deprive the Cooperative of the right to carry back or carry forward net operating losses to past
or future years, in accordance with the applicable provisions of the Internal Revenue Code or state
taxing statutes.

XIV. UNCLAIMED MONEY
A claim for money against the Cooperative shall be subject to the provisions of this Article whenever
the Cooperative is ready, able, and willing to pay such claim, and has paid or is paying generally claims
arising under similar circumstances, but payment of such claim cannot be made for the reason that the
Cooperative does not know the whereabouts or mail address of the one to whom it is payable or the one
entitled to payment.
If such claim be not actually paid within a period of three (3) years after it became payable as herein
provided, the Cooperative shall remove the claim as a liability on its books; provided that no such
removal shall be made unless at least 30 days prior thereto the Cooperative shall have sent by registered
United States post, with the return receipt requested, a written notice of the proposed removal,
addressed to the person appearing from the Cooperative's records to be entitled to payment of such
money at the last address of such person shown by the records of the Cooperative.
If any such claim be removed of record after giving such notice, the claim shall be deemed extinguished
but the Cooperative shall continue to maintain a memorandum record of such claim and shall pay the
principal amount thereof without interest to any claimant who subsequently establishes to the
satisfaction of the Cooperative his/her right to receive payment.
Any and all amounts recovered by the Cooperative pursuant to this Article, after deducting there from
the amount of any taxes payable thereon, shall be placed in a special account. Any claim paid after the
expiration of the period of years herein specified shall be deducted from such account.

XV. MISCELLANEOUS
A. Reserved Rights of the Membership. Only the members, voting according to these bylaws
can amend the Certificate of Incorporation for the Cooperative. Only two-thirds of the members voting
according to these bylaws can dissolve the Cooperative.
B. Amendments to the Certificate of Incorporation. The Certificate of Incorporation of the
Cooperative may be amended only by the affirmative vote of two-thirds of the members voting thereon
at any regular or special meeting.
C. Amendments to the Bylaws. These bylaws can be amended by the affirmative vote of twothirds
of the members voting thereon at any regular or special meeting held after due written notice
setting forth the proposed action and the purpose of the meeting. These bylaws can also be amended by
the Board of Directors, but any amendment adopted by the Board of Directors shall be reported to the
next annual meeting of members and, if not affirmatively approved thereat, shall cease to be in effect.
D. Dissolution of the Cooperative. Dissolution can proceed only with two-thirds vote of
members present in person or by written ballots at a meeting called and conducted in accordance these
bylaws. A committee of three members, selected by the membership, shall carry out the dissolution.
Notice of dissolution must be provided to the members of the Cooperative. Upon dissolution, after (1)
all debts and liabilities of the Cooperative shall have been paid, (2) the value of capital contributions
returned, and (3) all capital furnished through patronage shall have been retired without priority on a pro
rate basis, the remaining property and assets of the Cooperative shall be distributed among the members
and former members in the proportion which the aggregate patronage of each member bears to the total
patronage of all such members, unless otherwise provided by law.
E. 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 inoperative to such
extent and shall be deemed modified to confirm with such statute or rule of law without affecting the
validity or enforceability of any other provision of these bylaws.
D. Voting.
(i) Each member shall have one vote only upon any matter submitted to a vote of the members.
In the case of any member that is not an individual, such member shall designate in writing an
individual to act on the member’s behalf in conducting the affairs of this Cooperative. That designation
shall remain in effect until written notice of a properly authorized change in the designated individual
shall be received by the Cooperative.
(ii) Voting may be by written ballots, if authorized by the Board of Directors. Members shall be
allowed to vote on written ballots until the close of the voting period as set by the Board of Directors.
Voting to elect directors, except to fill a vacancy, must be by written ballots, as authorized by the Board
of Directors, and shall commence at the annual General Membership Meeting and continue with pointof-
purchase balloting for a period of 30 days immediately following said Meeting.
(iii) There shall be no proxy voting.
(iv) Unless otherwise stated in the Certificate of Incorporation, or these Bylaws, or required by
applicable law, all questions shall be decided by a vote of a majority of the members voting thereon, and
each member shall be entitled to only one vote.
E. Quorum. At any regular or special meeting of the members, a quorum necessary for the
transaction of business shall be at least 100 members or ten percent (10%) of the total number of
members of the Cooperative, whichever is lower. Only members in actual attendance at the meeting
shall count towards a quorum.
F. Order of Business. The order of business at the Annual Meeting, and, where applicable, at all
other meetings of the members shall be:
(i) Determination of quorum. (ii) Proof of due notice of meeting. (iii) Reading and disposition of
minutes. (iv) Annual reports of officers and committees. (v) Unfinished business. (vi) New business.
(vii) Election of directors. (viii) Adjournment.
IV BOARD OF DIRECTORS
A. Number, Eligibility. The Cooperative shall have a Board of Directors of 9 directors, each of
whom shall be a member of the cooperative in good standing, or, for those members who are not natural
persons, a designated representative of such member. The number of directors may be changed to an
odd number of directors not fewer than 7 nor more than 13 by resolution of the board. No reduction in
the number of directors may be made unless corresponding vacancies exist as a result of deaths,
resignations, expiration of terms of office, or other actions provided by these bylaws. A copy of the
resolution of the board covering any increase or decrease in the number of directors must be filed with
the official copy of the bylaws of the Cooperative. Paid employees and spouses or domestic partners of
paid employees may not serve as Directors. A person with a conflict of interest so continuing and
pervasive that he is unable to effectively fulfill the responsibilities of a director with the Cooperative
shall not be qualified to serve as a director.
B. Terms, Limits. Directors will be elected for three year terms at the annual meeting or
members. Terms of office shall be so staggered that one-third shall expire in each year. Directors shall
hold office until their successors are elected.
C. Termination. The term of office of a director may be terminated prior to its expiration in any
of the following ways: (i) voluntarily by a director upon notice to the Cooperative; (ii) automatically
upon termination of membership in the Cooperative; (iii) by action at a meeting of members whenever
the best interests of the Cooperative would thereby be served; and (iv) for cause by the members in
accordance with Section 63 of the Cooperative Law.
D. Vacancies. Any vacancy among Directors elected by the members may be filled by
appointment by the Board of Directors. A Director so appointed shall act as Director and shall serve
until the next annual meeting, at which the members shall elect a Director to complete the pertinent
term.

Location

618 Kensington Road
Syracuse, New York 13210
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Contact

Phone: (315) 472-1385
Fax: (315) 422-9021
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Store Hours

Open 7 days a week
8 am - 9 pm
Closed on some holidays, please call

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