SGCC Policies and Procedures
BUSINESS AFFAIRS The name of the Business is Sheba Green Cleaning Cooperative, whose principal office is at ADDRESS. All bonds, contracts, notes and other obligations authorized to be executed on the behalf of the business shall be signed by any member of the cooperative. The original "Articles of Organization", "Policies and Procedures", records of all business meetings of members, and names and address of all members (and the shares held by each) shall be kept in the principal office of the business. The "Articles of Organization" are a part of these policies and procedures, and the powers of members and all matters concerning the conduct and regulation of the business shall be subject to such provisions set forth in the "Articles of Organization".
MEMBERSHIP AND MEMBERSHIP SHARES The Co-Op shall function on a cooperative basis with the members all working for the business. A Membership Share may be held only by persons who 1) patronize the business through contributions of their labor on a full or part-time basis; and 2) have been approved by the membership to be members. Only one Membership Share shall be issued to each member. The existing members have no rights to shares issued to any other member. The legal consideration paid to the business for a Membership Share shall be determined by the members and shall be referred to as the Membership Fee. No member may sell, assign any interest in, or otherwise transfer voluntarily or involuntarily his or her Membership Share during the period of the person's work and membership in the business. Upon voluntary or involuntary termination of a member's work in the cooperative, the Membership Share shall be transferred back to the business at the time of termination.
GENERAL ASSEMBLY OF MEMBERS Business meetings shall be held on a regular basis. Members may request agenda items to be discussed at each business meeting, provided such requests are directed to the Agenda Committee ("Gang of Three"). The Agenda Committee will notify the membership of their scheduled meeting time, which shall take place not less than five business days prior to the business meeting; requested agenda items will be considered at that time. The posted agenda shall then be available not less than five days prior to the business meeting. Emergency agenda items may be requested by a member at the beginning of the business meeting, but will be placed on the agenda of that meeting only upon consensus of the remaining members. Decisions are made only when consensus is reached. Consensus is a process whereby all members are supportive or tolerant of a proposal. When a member does not agree with a proposal, he/she must voice their concerns, and the cooperative will attempt to reconcile the differences. If differences still remain after efforts to resolve the concerns, the individual(s) may either agree to tolerate the proposal despite reservations, or may "block consensus" by refusing to tolerate the proposal. Blocking consensus is based on principle, not personal preference, and should only be implemented in an effort to further the group's well-being. Exceptions to consensus decision-making are noted in these bylaws. All business and special meetings shall have minutes recorded and made available to all members. Members are expected to attend these meetings. Absent members have one month to require a reconsideration, unless the membership decides that extenuating circumstances warrant an extension. A member's knowledge of decisions reached while he/she is absent is incumbent upon that member. Any significant policy issue or business decision may be finalized without all members present if absent member(s) consent to the action in writing, filed with the records of the meetings of members. Such consent shall be treated for all purposes as a vote at a meeting.
DISSOLUTION Dissolution of the business requires careful consideration by all members. Therefore, all members must be notified that such a proposal will be made at the next regular or special business meeting. If all members reach a consensus decision to dissolve, the business completes all work in progress, and administrative affairs are brought to conclusion. Settlement of assets and liabilities and other financial accounting proceeds as outlined in the "Finances" section of these bylaws. In the event of factional disagreements, whereby one-third of the membership is having serious problems with the remaining members, a special meeting shall be called. Possible resolutions of the problem shall be discussed, and a schedule drawn up, if necessary, to work out the difficulties. If after sincere efforts at resolution have failed, the membership shall call a vote, whereby at least 75 percent of the membership must be in favor of dissolution for dissolution to occur. If a decision to dissolve is reached, the aforementioned process of completion and accounting will proceed.
FINANCES NET WORTH - There shall be an Individual Internal Account in the name of each member and one Collective Internal Account that is un-individuated. The sum of all the Individual Accounts and the Collective Account shall equal the net worth of the cooperative.
INDIVIDUAL INTERNAL ACCOUNTS - Every member will have an individual equity account assigned to him/her. This account is credited annually with distributive shares of the profit of the business evidenced by written notices of allocation to be paid back to the members over time.
COLLECTIVE INTERNAL ACCOUNT - The Collective Internal Account is un-individuated and remains intact until dissolution of the cooperative. It can only be reduced by net losses at the end of a fiscal year according to a formula described in the section on loss distribution. The purpose of the collective account is to maintain an adequate cash flow and to guarantee sufficient capital for payment of member's dividends.
NET INCOME [PROFIT/LOSS] - The before-tax net income of the cooperative shall be calculated in the conventional manner. If there is a positive net income (profit) at the end of a given fiscal year it will be apportioned in the following way: 80% of the profit will be put into the individual accounts to be paid out as dividends; 20% of the profits will be put into the collective account. Five percent of the profit, taken from the collective account, will be donated to causes of the membership's choosing.
PROFIT DISTRIBUTION INTO INTERNAL ACCOUNTS - If at the end of a fiscal year, the cooperative shows a net profit, 80% of that profit will be apportioned to the individual internal accounts based on each member's patronage. A member's patronage is defined as the total number of hours worked by that member during the fiscal year divided by the total number of hours worked by all members. Therefore the share of profits distributed into each member's account is determined by multiplying the profits to be distributed into all the individual accounts by the patronage of each member. All the capital in the cooperative represented by the individual internal accounts may be commingled with other sums and used for any purpose deemed necessary by the cooperative.
LOSS DISTRIBUTION - If there is a net loss at the end of a fiscal year, it will be apportioned in the following manner. Losses would be allocated first to the collective account until it falls to 5% of the average gross income from operations for the last three years (including the tax year). When the collective account falls to this point, the loss is distributed against remaining notes of allocation (the remaining 25% of previous yr. profit allocation). When the first of these is reduced to $0, the remaining loss is allocated back to the collective account. Each member's share of any loss distribution will be otherwise be determined in the same manner profits are distributed into individual accounts.
DIVIDEND PAYMENTS - the notes of allocation will be paid out on the following schedule: -50% of partners' notes will be paid out by Jan. 15th immediately following the profit year. -25% will be paid by April 1 of the same year. -25% would be held until the following January. This amount is subject to loss distribution, if any (see above). If there is no loss this amount will be paid by Jan. 15th along with the 50% share due from the new tax year.
DISSOLUTION - If and when the cooperative dissolves, all remaining debts shall be paid from the collective account. Members will decide whether to liquidate any part of the remaining assets. All liquidated assets and remaining capital will be divided equally among the remaining members. All assets not liquidated will be split up among the members by consensus agreement. The remaining members at dissolution may or may not decide to apportion a certain sum of money to former members.
TERMINATION OF MEMBERSHIP When a member's membership in the cooperative is terminated at the initiative of the member or of the cooperative, the net profit/loss will be determined in the usual manner. The terminated member's share of that profit or loss will be added to his/her account. The entire sum in the terminated member's account shall be paid according to a schedule determined by the membership. This schedule should not exceed five years unless the membership determines that extenuating circumstances warrant an extension.
AMENDMENTS TO BYLAWS The power to make, amend, or repeal these bylaws shall be held only by the General Assembly of Members. Notice to all members that such a change is under consideration must be made at least one week prior to the meeting which will review the change. All changes must be approved by consensus of the members.