Organization By-Laws

Madison Hours By-Laws

note: these by-laws were approved November 15, 2004.
here are the previous by-laws

Article I - General

Section 1. Mission Statement.
The primary mission of the co-op is to create and sustain a local currency in order to promote economic equity and well-being and to promote cooperation among community members. Cooperative philosophy and values are an essential part of our enterprise.

Section 2. Goals.
The goals of the co-op shall be to:
- create and maintain a community based currency system
- strengthen the economic power of members by promoteing the exchange of goods and services among system participants.
- promote the use of member's talents and skills; value skills that are under-compensated by the larger economy.
- promote locally owned and locally controlled business.
- educate the community about local and global economic issues.
- promote membership through community outreach.
- aid and support other currency systems.

Article II - Definitions

Section 1. Definitions.
"Board" - shall refer to the Board of Directors
"Co-op" - shall refer to Madison HOURS Cooperative
"Modified Consensus" - shall refer to the Madison HOURS' system of decision making. Madison HOURS shall strive for consensus on all issues. A description of policy for situations in which consensus is not met shall be included as an attachment to these bylaws.
Notice - shall be given whenever required by State Statute by email or mail.
Article III - Membership

Section 1. Classes.
The co-op shall have one class of membership.

Section 2. Eligibility, Acceptance.
Any living human who chooses to use Madison HOURS currency is eligible for membership in the co-op. Persons may become members by completing the membership form and paying the membership fee.

Section 3. Fees.
Membership fees shall be established and may be changed by a vote of the membership.

Section 4. Renewal. All memberships must be renewed every year to remain in good standing. The renewal process shall be determined by the board and is subject to approval by the members.

Section 5. Transfer.
Membership in the co-op is not transferable.

Section 6. Business Membership.
Any business may join, there are no limits on eligibility. The signer of the membership form is the voting member.

Section 7. Membership Meetings.
A monthly potluck will be considered a membership meeting. The location and date of the potlucks shall be determined by the board.

Section 8. Annual Meeting.
The May potluck shall be the annual meeting of the co-op.

Section 9. Voting.

9.1 A modified consensus process shall be used to make decisions at potlucks. Each member shall have one vote.

9.2 Absentee ballots shall be used during election of directors, amendment to bylaws and may only be used for decision of other policy issues as determined by the Board of Directors.

Section 10. Quorum.
Quorum at potlucks will be 10% of the first 100 members and 5% of the rest of members per Wisconsin Statute 185.14.

Section 11. Special Meetings.
Special meetings may be called by the board or by 10% of members. Written notice of special meetings shall be made seven (7) days prior to date of meetings per Wisconsin Statute 185.13

Article IV - Policy Amendment.

Section 1. Conditions for use.
Any amendment or alteration in policy, philosophy or direction of the co-op is subject to the following system of membership approval.

Section 2. Description.

2.1. Notification.
Any proposal shall be made available to the membership at least ten (10) days prior to the meeting where such policy change will be discussed. This proposal shall appear in a standard format approved by the membership.

2.2. Approval, Implementation.
Such proposal may be approved by the membership and shall be implemented one (1) month after proper approval, provided no objections are filed.

2.3 Objections.
Any objections to such approved proposal must be filed with the board, or the potluck, within one (1) calendar month from the potluck at which the proposal was approved. Proper objection shall take the form of
(a) a petition signed by at least ten percent (10%) of the current membership or
(b) notification of initiation of such petition, provided the actual petition is completed within the following month thereby allowing 2 calendar months from the initial decision to organize.

2.4 Results of Objection.
Any successfully filed petition of objection shall result in the immediate cancellation and redress of such proposal.

Article V - Directors

Section 1. Powers, Responsibilities.

1.1 The business and affairs of the co-op shall be managed by the board within the structure set forth in these bylaws. Board action shall be subject to membership approval. The board may adopt rules, regulations and policies provided they are not inconsistent with the Articles of Incorporation, these bylaws, or state law. All actions by the board affecting policy are subject to standard policy amendment procedure in Article IV of these bylaws.

1.2 The board shall:
(a) Be responsible for reporting the status of the co-op to the members.
(b) Adopt internal rules of organization as required to conduct business.
(c) Have the power to hire employees for the co-op.
(d) Develop a budget on an annual basis. Notice of a new annual budget shall be made available to the membership at least thirty (30) days before going into effect.
(e) Insure the fiscal soundness of the co-op.
Section 2. Number, Election, Term.
There shall be five directors. All current members are eligible to serve. The directors will be elected by a simple majority vote at the annual meeting. Candidates may be self-nominated. Each director shall hold office for a term of two (2) years. Directors shall serve rotating terms so that either two or three of the positions are open for election each year.

Section 3. Status.
Directors of the co-op shall serve as volunteers.

Section 4. Resignation.
A director may resign at any time by giving written notice to an officer of the co-op, who shall advise the board of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary of the co-op.

Section 5. Removal.
The board may remove by a majority vote, any director who fails to attend three (3) consecutive Board meetings. The board or membership may remove directors for neglect of duty or failure to follow co-op policies.

Section 6. Vacancies.
Any vacancies shall be filled by appointment by a majority of those directors then in office, unless occurring within four months before the annual membership meeting. Such appointment terms are to run until the next regular election at which time an election shall be held to fill the remainder of the term (if any remains). The membership shall be informed of any vacancies.The board will accept applications to fill vacancies at least 15 days following the notice.

Section 7. Meetings.
The board shall meet monthly at a time and place determined by the board and announced to the membership. A quorum shall consist of a majority of the directors then in office. Special meetings can be called by any director. All directors shall be informed of such special meetings by written notice at least seven (7) days prior to such meeting.

Article VI - Officers

Section 1. Officers, Eligibility, Appointment..
The co-op shall have a president, vice-president, secretary and treasurer, all of whom shall be members of the co-op. The president and vice-president shall be members of the board: secretary and treasurer need not be. The offices of secretary and treasurer may be held by the same person. All officers shall be appointed by the board.

Section 2. Removal.
Any officer may be removed from office by action of the board.

Section 3. President.
The president shall be an administrative officer of the co-op. The president shall be responsible for setting up board meetings, including distribution of agendas and supporting materials to directors. The president may sign and execute, in the name of the co-op, any instrument or document necessary to carry out the directions and policies of the co-op.

Section 4. Vice-President.
In the absence or disability of the president, the vice-president shall perform the duties of the president and assume the powers of the president. The vice-president shall serve as facilitator of member meetings and potlucks in the event that none is available or chosen by the members attending such meeting or potluck.

Section 5. Secretary.
The secretary shall:
(a) Certify and keep at the principal office of the co-op the Articles of Incorporation and bylaws, as amended or otherwise altered to date.
(b) See that any additional records and/or documents as required by Wisconsin Statutes or as required by the members of the co-op are properly kept and filed at the principal office of the co-op or other such place as directed by the board.
(c) See that all notices are duly given in accordance with these bylaws or as required by law.

Section 6. Treasurer.
The treasurer shall:
(a) Be responsible for the charge and custody of all funds and securities of the co-op.
(b) Keep and maintain adequate and correct accounts of the co-op properties and business transactions.
(c) Deliver interim statements of the condition of the finances of the co-op to the board or the members upon request, including a full financial report at the annual meeting of the members.
(d) Receive and give receipt for, moneys due and payable to the co-op or authorize other members to do this, reporting such action to the board.
(e) Assist in the development and creation of budgets for the co-op.
(f) Shall make timely payment of co-op financial obligations.

Article VII - Indemnification

Section 1. Indemnification.
The co-op shall have the power to indemnify and hold harmless any director, officer, employee or volunteer serving under the order of the co-op, from any suit, damage, claim, judgment or liability arising out of conduct of such person in her or his capacity as an agent of the co-op, except in cases involving willful misconduct. The co-op shall have the power to purchase or procure insurance for such purpose.

Article VIII - Miscellaneous
Section 1. Fiscal Year.
The fiscal year of the co-op shall end on such date as shall be established by the board.

Article IX - Amendment
Section 1. Amendment.
Any amendment to the bylaws must be approved by 80% of members eligible to vote at a membership meeting where quorum is present.