We were thrilled with the turnout to our 4th Annual General Assembly.  Over 100 community members participated and helped the Market transition from our conceptual phase t to development by approving several changes to the Apple Street Market’s ByLaws and Articles of Incorporation.  All three amendments were unanimously approved.  Below is a description of each.

 

1st Approved Amendment to Bylaws:  Account Balance Reporting

The Board hereby expresses the desire to ease the administrative burden on the Cooperative by eliminating the obligation to issue every Community-Owner an annual report with the balance of their Capital Account. Instead, Community-Owners may obtain the balance of their Capital Account by inquiring to officers and responsible employees of the cooperative. The purpose of this amendment is to decrease paperwork and expense, by not requiring the Cooperative to release an annual statement to every Community-Owner.

___ Yes  =  Allowing Community-Owners to simply ask a Board representative or the responsible employee of the Cooperative for their account summary when the Community-Owner wants to know.  Relieving the Cooperative of the cost and time of employees preparing and distributing annual reports to over 2,000 Community-Owners.

___ No  =  Requiring the Cooperative to prepare and distribute annual reports, with individualized account summaries to over 2,000 Community-Owners.

The resolution to amend the bylaws is as follows:

“We, the General Assembly of Apple Street Market Cooperative hereby resolve to amend the bylaws as follows:

 Article X, Section G, Subsection 4 “Account Balance” the word “Member” shall be struck and replaced with the term “Worker-Owner.”

2nd Approved Amendment to Bylaws:  Board Composition

The Board hereby expresses the desire to increase community engagement in the Cooperative by increasing the number of seats on the Board of Directors from five (5) to eleven (11).

The new composition of the Board would be as follows:

  • Founders seat – 1 representative
  • Community-Owners Seat – 3 representatives
  • Worker-Owner Seats – 7 representatives

____ Yes  =  an agreement to increase the number of both Community-Owner board representatives from one (1) to three (3), and Worker-Owner board representatives from three (3) to seven (7);  in order to have the owners and community more engaged, and to be more consistent with boards governing similar structures

____ No  =  a decision to keep the number of both Community-Owner and Worker-Owner board representatives as they are: one (1) Community-Owner, three (3) Worker-Owner representatives

The resolution to amend the bylaws is as follows:

“We, the General Assembly of Apple Street Market Cooperative hereby resolve to amend the bylaws as follows:

ARTICLE V

BOARD OF DIRECTORS

A.  SELECTION AND COMPOSITION OF THE BOARD OF DIRECTORS – The Regular Board of Directors shall be composed of five eleven Directors per store-front and selected to represent the interests of the Ownership, to continue the values of the founding partners, and to direct the management of the General Manager. The Regular Board of Directors shall be composed and selected as follows:

  1. FOUNDERS SEAT – One of the five eleven Board of Director seats shall be reserved for the Founders, the Cincinnati Union Cooperative Initiative (CUCI). These Bylaws constitute evidence that Apple Street Market Cooperative was founded through the energy and ideas of the Cincinnati Union Cooperative Initiative. The Founders shall be able to maintain the social values and unique governance model through the seat reserved to the Founders. The Founders shall be limited to maintaining the values and unique governance of CUCI and shall not profit from Apple Street Market Cooperative in any way unavailable to any other member. The Founders shall not govern the Cooperative in any manner that in good faith goes outside of maintaining the values and unique governance of CUCI.
  2. COMMUNITY-OWNERS SEAT – One Three of the five eleven Board of Director seats shall be reserved for the Community-Owner class, to be elected solely by the Community-Owners after the Community-Owner class reaches minimum capacity. Minimum capacity shall mean one hundred (100) Community-Owners. The Community-Owner Board seats shall rotate on a two year basis and the Community-Owner Board Members shall be subject to recall if a petition of sixty percent (60%) of Community-Owners sign a petition.
  3. WORKER-OWNER SEATS – Three Seven of the five eleven Board of Director seats shall be reserved for the Worker-Owner class, to be elected solely by the Worker-Owners after the Worker-Owner class reaches minimum capacity. Minimum capacity shall mean three (3) seven (7) worker owners. Worker-Owner Board Members shall serve two years by majority vote of Worker-Owners. Worker-Owner Board Member elections shall take place every year unless a majority of Worker-Owners signs a petition indicating satisfaction with the current Board. Worker-Owner Board Members shall be subject to recall if a petition of sixty percent (60%) of Worker-Owners is signed calling for their recall.

D.  SPECIAL POWERS OF THE BOARD – Certain Directors shall have special veto powers associated with their role and the class of owners they represent.

  1. VETO OF THE FOUNDERS DIRECTOR – No sale of the Cooperative or substantially all of its assets may take place without the express consent of the Founders director.
  2. VETOES OF THE COMMUNITY-OWNER DIRECTORS – 1) A majority of tThe Community-Member Owner Directors shall have a veto over any attempt to relocate any Apple Street Market Cooperative location. 2) A majority of tThe Community-Owner Directors shall have the ability to call for a product referendum if there is Community-Owner discontent over a certain type of food or product offered by the Cooperative or not offered by the Cooperative. This power goes along with the responsibility of the Cooperative to respect the desires and wishes of the Community-Owners in terms of merchandise selection, quality, and brands that the Community-Owners desire. Product referendum results will then be brought to the Board of Directors to see if a change in selection, quality, or brands is economically feasible. 3) A majority of tThe Community-Owner Directors shall have veto power the last right over the selection of any Manager of Consumer Affairs that the Cooperative hires.”

 

Approved Amendment to Articles of Incorporation:  Shares of Common Stock

Our current Articles of Incorporation capped our ownership at 1,450 shares of common stock. Our number of Community-owner shares is currently approaching this cap.  While our business plan only calls for a total of 2,000 Community-owner shares (which would be an increase of only 500 Community-owner shares, and a cost of $275.00).  The board would like to have the flexibility to continue growing, and therefore recommends a change to the Articles of Incorporation that permits us to sell up to a total of 5,000 Community-owner shares, at a cost to Apple Street Market Cooperative of $675.00.

_____ Yes  =  allowing Apple Street Market Cooperative the flexibility to continue growing, and allow a change to the Articles of Incorporation that permits us to sell up to a total of 5,000 Community-owner shares, at a cost to Apple Street Market Cooperative of $675.00.

_____ No  =  keeps the cap of Community-owner shares at 1,450, which is below what the Apple Street Market Cooperative business plan calls for, and does not allow for growth.

WHEREAS, in light of the increased number of expected community members who have expressed interest in investing in the Cooperative, the Board has determined that it is desirable to amend its Code of Regulations to increase the number of shares of common stock the Cooperative is authorized to issue;

WHEREAS, under Ohio cooperative law, amendment of the Cooperative’s Articles of Incorporation generally requires approval by majority vote at a meeting of the owners of the Cooperative;

NOW, THEREFORE, BE IT RESOLVED, that the owners of the Cooperative hereby approve the amendment of the Cooperative’s Article of Incorporation to authorize the Cooperative to issue up to five thousand (5,000) shares of common stock;    

RESOLVED FURTHER, that the Articles of Incorporation of the Corporation be amended to incorporate this change, with the other provisions remaining in effect in their present form, and that the amended Articles of Incorporation be approved in the form reviewed and approved by the Board; and

RESOLVED FURTHER, that the President of the Cooperative is hereby authorized and directed to sign a Certificate of Amendment of a Cooperative Association in the form reviewed and approved by the Owners and by the Board, and said officer is authorized and directed, to file the same with the Secretary of State of the State of Ohio on behalf of the Cooperative, and to do any and all things necessary and/or incidental to amend the Articles to increase the number of shares of common stock the Cooperative is authorized to issue, and otherwise effectuate the purposes of the foregoing resolutions.