BYLAWS OF THE
COOPERATIVE COMMONWEALTH COMMUNITY (CCC)
as approved at the membership meeting on March 7, 2010
Article I Organization
Section 1.1 - Name and Type. The name of the organization is “Outlook Cooperative Commonwealth Community” (referred to in these bylaws as "the Outlook CCC"). The Outlook CCC constitutes itself as an unincorporated association.
Section 1.2 - Purpose, mission and goals. The purpose of the Outlook CCC is to provide consumer goods and services to its owners and other patrons and to engage in other lawful activities. The mission of the Outlook CCC is to serve patrons worldwide by providing fairly priced goods and services in a socially responsible and economically appropriate manner. The Outlook CCC will emphasize goods and services for member and patron need, not for profit; to maintain a high standard of quality for it goods and services; to employ a consensus, cooperative governance structure and ethical business practices; to promote fairness, participation, and empowerment in the workplace and the community; to work to encourage and implement appropriate environmental practices; to promote awareness about social, personal, and cooperative values; and to be responsive and accountable to the world it serves. The Outlook CCC is organized and shall be operated exclusively on a cooperative and nonprofit basis.
Section 1.3 - Cooperative principles. The Outlook CCC shall be operated in accordance with its own unique cooperative principles, including the following: (i) ownership through a screening and training process, including an apprenticeship; (ii) consensus governance by owners with equal voting rights among owners and opportunity for participation in setting policies and making decisions; (iii) economic participation by owners with owners equitably contributing to and democratically controlling the capital of the Outlook CCC, and with earnings being applied to the benefit of owners in equal proportion, to the development needs of the Outlook CCC, and to the provision and extension of common services; (iv) autonomy and independence of the Outlook CCC as a cooperative organization controlled by its owners being strictly maintained; (v) educating and training Overseers, Managers, and Technicians so they can contribute effectively to the development of the Outlook CCC, and informing the general public about the nature and benefits of cooperative style organization; (vi) adding additional CCC sites as these become feasible; and (vii) working for sustainable development of the Outlook CCC.
Section 1.4 - Membership. The Outlook CCC shall admit members following their successful completion of the screening, training, and apprenticeship requirements.
Section 1.5 - Principal office. The principal office of the Outlook CCC shall be located in Outlook, CA.
Section 1.6 - Fiscal year. The fiscal year of the Outlook CCC shall begin on the first day of March of each year and end on the last day of February of the following year.
Article II Membership
Section 2.1 - Admission. Membership in the Outlook CCC shall be open only to those successfully passing the screening, training, net worth, and apprenticeship qualifications. Admission to the Outlook CCC shall be approved through complete consensus of all prior members. Acceptance of membership into the Outlook CCC shall constitute personal and legal consent to all provisions of the By-Laws.
Section 2.2 - Membership Fee Requirement. Persons admitted to the Outlook CCC must submit $50,000 in membership fee and must prove that they have a net worth of at least $100,000 (inclusive of the membership fee).
Section 2.3 - Rights. Each member shall be entitled to receive goods and services from the Outlook CCC on terms generally available to members, and to participate in the governance of the Outlook CCC as set forth in these bylaws.
Section 2.4 - Access to information. Each member or applicant for memership shall be provided with a copy of these bylaws and a written explanation of the meaning and significance of the consent provisions. Owners shall be provided adequate and timely information as to the organizational and financial affairs of the Outlook CCC. Members shall be provided access to the books and records of the Outlook CCC at reasonable times and for proper purposes.
Section 2.5 - Settlement of disputes. In any dispute between the Outlook CCC and any of its members or former members which cannot be resolved through informal negotiation, it shall be the policy of the Outlook CCC to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.
Section 2.6 - Non-transferability. Membership rights and interests may not be transferred except to the Outlook CCC. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee.
Section 2.7 - Termination. Membership may be terminated voluntarily by a member at any time upon notice to the Outlook CCC. Membership may be terminated involuntarily only for cause by the Outlook CCC Membership Board, composed of all members, provided the accused member is first accorded an adequate opportunity to respond to the charges in person or in writing. Upon termination of membership, all rights and interests in the Outlook CCC shall cease except for rights to redemption of capital in the amount of the original $50,000 membership fee.
Article III Meetings of Members
Section 3.1 - Monthly meetings. Monthly meetings of members shall be held to receive reports on operations and finances, and to conduct such other business as may properly come before the meeting.
Section 3.2 - Special meetings. Special meetings of members may be called by the Membership Board and shall be called by the Membership Board as soon as practicable upon receipt of petitions made by one or more member, such petitions stating any proper business to be brought before the meeting.
Section 3.3 - Time and place. The date, time and place of all meetings of owners shall be determined by the Membership Board. Meetings shall be held at a time and place convenient to members, and need not be held at the principal office of the Outlook CCC.
Section 3.4 - Notice. Written notice of the time and place, and in the case of a special meeting the purposes of the meeting, shall be electronically transmitted to each member not less than two days before the date of the meeting. The Outlook CCC shall also endeavor to post the notices of meetings in a timely manner on the Outlook CCC's Website.
Section 3.5 - Quorum and voting. All members (or their proxies) shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of members. Except as otherwise set forth in these bylaws, each member shall have one and only one vote on each issue submitted to a vote at a meeting of members. Voting by proxy shall be permitted. Unless otherwise required by law or by these by-laws, issues shall be decided by a consensus (total number of members). Meetings of members shall be conducted generally in accordance with reasonable and accepted rules of parliamentary procedure.
Article IV Membership Board
Section 4.1 - Powers and duties. Except as to matters reserved to members by law or by these bylaws, the corporate powers of the Outlook CCC shall be exercised by or under the authority of the Membership Board, and the business and affairs of the Outlook CCC shall be managed under the direction of the Membership Board (sometimes referred to in these bylaws as "the Membership Board").
Section 4.2 - Number and qualifications. The Membership Board shall consist of all members. All members shall be owners and shall not have any overriding conflict of interest with the Outlook CCC.
Section 4.3 - Compensation of members. Members may be reimbursed for expenses directly related to their duties as members. Members may receive stipends as determined by action at a meeting of members.
Section 4.4 - Standards of conduct. Members shall be responsible at all times for discharging their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they reasonably believe to be in the best interests of the Outlook CCC.
Section 4.5 - Conflicts of interest. Membrs shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Membership Board, and such interest shall be made a matter of record in the minutes of the meeting.
Section 4.6 - Committees. The Membership Board may appoint special or standing committees to advise the Membership Board or to exercise such authority as the Membership Board shall designate.
Section 4.7 - Indemnification. The Outlook CCC's Articles of Incorporation shall indemnify its current and former members against all reasonable expenses to which they may become subject by reason of their positions with the Outlook CCC or their service in its behalf to the fullest extent permitted by law.
Article V Meetings of the Membership Board
Section 5.1 - Meetings. The Membership Board may determine the times and places of regular meetings. Special meetings may be called by the Membership Board. Meetings of the Membership Board shall be held no less frequently than once every month.
Section 5.2 - Notice. Regular meetings shall require no notice other than the resolution of the Membership Board, it being the responsibility of absent members to inquire as to the time of further scheduled meetings. Special meetings shall require electronic or oral notice to all members. Written notice shall be delivered at least two days before the date of the meeting and oral notices shall be given in person or by a telecommunications device at least forty-eight hours before the time of the meeting. The Outlook CCC shall also endeavor to post the notices of meetings of the Membership Board in a timely manner and in a conspicuous place on the Outlook CCC's Website.
Section 5.3 - Quorum. The presence in person of all members (or their proxies) shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Membership Board.
Section 5.4 - Decision making. The Board shall make decisions by consensus, reconciling differing points of view based upon the best interests of the Outlook CCC.
Section 5.5 - Open meetings. Meetings of the Membership Board and all committees shall be open only to members.