Enlighten Education Co-op, Inc. By-Laws
An employee owned and operated corporation
ARTICLE I: PURPOSES
The corporation shall be organized and shall conduct its business primarilyfor the purpose bringing about education reform in K-12 public schools.
ARTICLE II: DEFINITIONS
Board of Directors: Persons designated to structure the corporation, create or amend the by-laws.
Officers of the Corporation: Persons designated to run the daily operations.
Employee/ Trainees: Persons being trained in skills useful to themselves or the corporation.
Employee: a person paid in cash or barter for services rendered.
Employee/owner: a person selected by the Board of Directors to become an Employee/Owner after satisfying a trial period of employment, usually 6 months, and then contributing in cash or by services rendered an amount equal to the initiation fee determined by the Directors and confirmed in a vote of the employee/owners.
Employee/Owner Committee: A Committee of Employee/Owners elected by all Employee/Owners, each having one vote. This Committee or its representatives will meet regularly with Officers and Directors and participate in all decision making.
Directors and Officers will normally be Employee/Owners and elected by Employee/Owners.
Ownership Account: The account of each Employee/Owner based on the amount of his deferred compensations.
The Corporation books will be open to all Employee/Owners and will indicate the compensation rate of each Employee/Owner, the value of Ownership Accounts, the current income and expenses of the Corporation and its assets and liabilities. With this information Employee/Owners can make informed decisions about compensation and company operations. Compensation of Officers and Directors and higher paid Employee/Owners will not exceed 6 times the compensation of the lowest paid Employee/Owner.
ARTICLE III: EMPLOYEE/OWNER EQUITY
A. An Employee/Owner will have the choice to receive compensation in cash/check, barter, or designate a portion of his remuneration to his Ownership Account. The decision as to what percent is paid by cash, barter, or deferral to Ownership Account will be made by the Officers and confirmed by the Directors and the Employee/Owner Committee.
B. If an Employee/Owner decides to terminate his relationship with the Corporation, he may sell his Ownership Account only to the Corporation on terms mutually agreeable to the departing Employee/Owner and the Corporation which must buy out the Employee/Owner within one year.
C. A member may for any lawful reason be expelled from the corporation by a vote of seventy-five percent (75%) or greater of the Employee/Owners at a duly called meeting at which a quorum or majority is present.
ARTICLE IV: MEETINGS
Meetings of the Officers including representatives of the Employee/Owner Committee shall occur regularly, normally once a week. Directors are invited as well.
Meetings of the Directors shall normally occur monthly.
The voting power of the Employee/Owners shall be equal.
Proxy voting will be allowed. Members may also attend by electronic means.
ARTICLE V: TERMS OF SERVICE
All positions in the Corporation shall be valid for 6 monthsafter which the position may go to another person or be retained by the current office holder as voted on by the Employee/Owners. This applies to Directors, Officers, and Supervisors of any kind as well as Employee/Owners themselves.
Directors’ meetings will normally be held the first Thursday of every month at 11:00 a.m. at a location designated and publicized to the Employee/Owners.
ARTICLE VI: COMMITTEES
The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of one or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office.
A Permanent Standing Committee called the Accounting Committeewill be responsible for making all financial information of the Corporation available to the Employee/Owners and keep track of the contributions of each Employee /Owner, the value of such contributions and how those contributions are remunerated in cash/check, barter, or deferred to Owners Account.
ARTICLE VII: PROCESS OF DECISION MAKING FOR ALL MEETINGS
Matters will be discussed with the goal of seeking decision-making by consensus. If it becomes apparent that consensus cannot be reached on any matter, the Employee/Owners will vote on whether the issue should be tabled for future discussion and decision. If a decision cannot be made by consensus, the members shall vote on the matter, with a three-fourths vote required to carry any decision, except as otherwise provided in these bylaws.
ARTICLE VIII: OFFICERS
The corporation shall have a president, a secretary, a chief financial officer, and such other officers with such titles and duties as shall be determined by the board.
Any number of offices may be held by the same person.
The officers of the corporation shall be elected from among the Board of Directors..
C. Election of Officers
The officers shall be elected for six month terms by written ballot. The candidate receiving the highest number of votes for an office shall be elected.
Officers may be removed by a vote of the Board of Directors.
D. Duties of President
The president shall preside at board and membership meetings and will exercise and perform such other powers and duties as may be assigned from time to time by the board of directors.
E. Duties of Secretary
The secretary will keep, or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all meetings and actions of the members, of the board of directors, and of committees of the board.
The secretary will keep, or cause to be kept, at the principal executive office, the records of the corporation required to be kept as described in Article XII.
The secretary will give notice, or cause notice to be given, of all members’ meetings, board meetings, and meetings of committees of the board for which notice is required by statute or by the bylaws. If the secretary or other person authorized by the secretary to give notice fails to act, notice of any meeting may be given by any other officer of the corporation.
The secretary will have such other powers and perform other duties as prescribed by the board of directors or by the bylaws.
F. Duties of Chief Financial Officer
The chief financial officer will keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The chief financial officer will (1) deposit corporate funds and other valuables in the corporation’s name and to its credit with depositaries designated by the board of directors; (2) make disbursements of corporate funds as authorized by the board; (3) render a statement of the corporation’s financial condition and an account of all transactions conducted as chief financial officer whenever requested by the president or the board of directors; and (4) have other powers and perform other duties as prescribed by the board of directors or the bylaws.
The chief financial officer will be deemed to be the treasurer for purposes of giving any reports or executing any certificates or other documents.
ARTICLE IX: ALLOCATIONS AND DISTRIBUTIONS
A. Fiscal Year
The fiscal year of the corporation shall end on the last day of December of each year.
“Surplus” shall be defined as the excess of revenues over Expenses for a fiscal year attributable to member labor.
“Loss” shall be defined as the excess of Expenses over revenues for a fiscal year.
“Expenses” shall include Distributions of interest and principal on any debts of the corporation, and reasonable reserves as determined by the board of directors.
The “Collective Account” shall be Surplus and reserves that are retained in the corporation and not distributed to members.
As determined by the Board of Directors and the Employee/Owner Committee, annual surpluses or losses will be added to or taken from the Collective Account and/or to the individual Owner Accounts on an equitable basis.
C. Employee/Owners Covenant to Declare Income for Tax Purposes
Each member shall take into account on his or her income tax return the amount of any distributions to their Owner Accounts.
D. Periodic Redemption of Member Accounts
The corporation may at their discretion periodically pay cash to Employee/Owners to reduce the amount of deferred funds credited to their Owner Accounts.
E. Unclaimed Equity Interests
Any unclaimed interest in the corporation held by a member shall become the property of the corporation if the corporation gives at least 60 days prior notice of the proposed transfer to the affected member by (1) first-class or second-class mail to the last address of the member shown on the corporation’s records, and (2) by publication in a newspaper of general circulation in the county in which the corporation has its principal office. No property or funds shall become the property of the corporation under this section if written notice objecting to the transfer is received by the corporation from the affected member or heir prior to the date of the proposed transfer.
F. Dissolution Distributions
Upon liquidation, dissolution, or sale of the assets of the corporation, any assets left after payment of all debts and Owner Account balances shall be distributed equitably to all persons who were members, or to their heirs. No distribution need be made to any person who fails to acknowledge the receipt of notice of liquidation in a timely manner. Said notice shall be deemed sufficient if sent by certified mail, at least 30 days before distribution of any residual assets, to the person’s last known business or residence address.
K. Distributions to Owner Accounts
Five months following the end of each fiscal year, Distributions shall be paid to each Owner Account based on the relative value of the Owner Account. The Distribution may be paid in cash or as an additional credit to the Owner Account by agreement between the Employee/Owner and the Board of Directors.
ARTICLE X: CHECKS AND CONTRACTS
A. Authorized Signatories for Checks
All checks, drafts, other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation will be signed or endorsed by the person or persons in the manner authorized from time to time by resolution of the board of directors.
B. Executing Corporate Contracts and Instruments
The board of directors by resolution may authorize any officer, officers, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the corporation will have any power or authority to bind the corporation in any way, to pledge the corporation’s credit, or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the corporation.
ARTICLE XI: RECORDS
A. Records Required to Be Kept
The corporation shall keep at its principal office:
the original or a copy of its articles and bylaws as amended to date; adequate and correct books and records of account; minutes of the proceedings of its members, board, and committees of the board; and a record of its members giving their names and addresses.
Minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.
B. Inspection Rights
The corporation’s bylaws and articles shall be open to inspection by the Employee/Owners at all reasonable times during office hours.
Any such inspection may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
The accounting books and records and minutes of proceedings of the Employee/Owners and the board and committees of the board shall be open to inspection.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
ARTICLE XII: BYLAW AMENDMENT
Bylaws may be adopted, amended, or repealed by approval of 75% of the Employee/Owners.