HWFC Bylaws April 30, 2023

Approved October 29, 2023

BYLAWS OF THE HONEST WEIGHT FOOD COOPERATIVE, INC.

Bylaws adopted April 1980; Fully revised Bylaws adopted June 2003;

Amended, June 2005;

Amended, September 2007

Amended, January 2009

Amended, April 2009

Amended, April 2010

Amended, April 2015

Amended, October 2016

Amended, January 2018

Amended, April 2019

Amended, October 2019

Amended, October 2020

Amended, January 2021

Amended, April 2021

Amended, January 2022

Amended, April 2023

Amended, October 2023

50 Name

50.1 The name of this organization is Honest Weight Food Cooperative, Inc. (HWFC)

100 Purposes of HWFC

100.1 The purposes of HWFC are:

100.2 To provide food products, family products, and other household products and personal supplies for its Owners, Member-Owners, their families, or guests as authorized under Article 2 of the Cooperative Corporations Law of New York State.

100.3 To perform services connected to the purchase, storing, distribution, and selling of food products with priority given to unprocessed, organic, non-GMO, locally produced food in order to supply such food products at low cost to interested persons in the community;

100.4 To provide a forum for health and nutrition education;

100.5 To support local, small-scale farming and local producers through our purchasing practices;

100.6 To encourage sound ecological practices;

100.7 To practice and encourage fair employment policies;

100.8 To promote cooperatives as viable economic alternatives;

100.9 To provide additional services and support to progressive community projects when feasible and appropriate;

100.10 To bring people together through cooperative action; and

100.11

110.12

To allow Member-Owners an opportunity to contribute talents and abilities in a cooperative effort.

These purposes, along with the HWFC’s Mission Statement and Statement of Conscience as well as the Cooperative Principles, reflect our commitment to operating with a triple bottom line: People, Planet, Profit.

120

Objective of Bylaws

120.1 The objective of these Bylaws is to emphasize that HWFC’s health and welfare depend on a working cooperative relationship among the Membership (with active participation on committees and other governance entities and final approval of all policies), the Board of Directors (with corporate fiduciary and policy development obligations), and Management and Staff (with responsibility for day-to-day store operations). The Bylaws’ intent is to balance the rights and responsibilities of each of these HWFC community components. The Bylaws are especially intended to encourage participation in HWFC governance. Trust and respect are foundational principles of HWFC and these Bylaws.

150 Food and Product Policy

150.1 HWFC is committed to providing the most nutritious food obtainable at the lowest price and to educating the community about nutrition and health.

150.2 HWFC shall prioritize for sale in the store locally produced, unprocessed, whole organic, non-GMO foods and other products. Preference shall be given to food and other products that are produced in environmentally sound and socially responsible ways.

150.3 Priority shall be given to ordering, displaying, and selling food in bulk to protect our environment from excessive packaging and to conserve natural resources.

150.4 HWFC shall maintain a Food and Product Manual that contains an explanation of the guidelines used for products sold at HWFC and reasons particular products are not carried.

150.5 Purchasing policies of HWFC shall be consistent with the guidelines provided in the Food and Product Manual.

150.6 Products shall be clearly labeled as specified in the Food and Product Manual.

240 Definitions

240.1 An Owner is an individual who purchased a membership share or a share of stock in HWFC prior to April 2016 or an ownership interest subsequently.

240.2 A Member-Owner is an Owner who is current with their ownership interest payments and chosen time investment at the end of the previous calendar month.

240.3 The Membership comprises all MemberOwners.

240.4 A certificate of ownership is an indicator of ownership in HWFC, and is equivalent to a membership share, share of stock, or certificate of membership. These terms are interchangeable at HWFC, and are commonly referred to as ownership interest.

260

Owner Information

260.1 Any person 18 years of age or older shall be eligible to purchase an ownership interest.

260.2 The Board, with approval of the Membership, shall establish the price of an ownership interest and the terms on which it may be purchased.

260.3 A membership share or share of stock (prior to April 2016) or an ownership interest may be redeemed based on the conditions in place at the time of purchase.

280

281

Owner Benefits

Each Owner is eligible to receive the relevant Owner discount. From time to time there may be extra discounts or opportunities for all Owners.

300 Membership

300.1 Share purchase, now known as certificate of ownership, has been moved to “Owner Information” section 260.1.

300.2 Certificate of ownership price has been moved to “Owner Information” section 260.2.

300.3 Time investments shall be recommended by the Board and upon approval of the Membership, shall be detailed in a MemberOwner Manual. The Board has discretion to modify time investments on a case-by-case basis.

300.4 These Bylaws permit the creation of a special household time investment, which shall be defined and explained in the Member-Owner Manual.

300.5 A Member-Owner may suspend her/his Membership at any time upon written request, as detailed in the Member-Owner Manual.

300.6 Ownership of a certificate of ownership, coupled with current payments of ownership interest and completion of a time investment, and as detailed in the Member-Owner Manual, may allow the benefit of a discount as

recommended by the Board and approved by the Membership.

305 “Shareholder Benefits” section has been moved to new section 280.2 and retitled “Owner Benefits.”

305.1 Section 305.1 referring to the Building Blocks program has been repealed. The program has been terminated.

310

Member-Owner Responsibilities

310.1 Each Member-Owner shall fulfill time investments in accordance with the MemberOwner Manual.

310.2 Each Member-Owner is expected to keep informed about and take part in HWFC activities, particularly Membership Meetings.

310.3 Each Member-Owner is expected to further the purposes of HWFC as described in Section 100 and in the HWFC Mission Statement.

310.4 A Member-Owner, like any other person, may be prohibited by Management from entering the store for engaging in unlawful conduct relating to HWFC or other violation relating to HWFC. The Member-Owner may appeal this action to the Board, which shall determine by a vote of two-thirds of all the Directors whether the conduct at issue warrants this action and/or revocation of Membership.

320

Member-Owner Benefits

320.1 Each Member-Owner is eligible to receive the relevant Member-Owner discount, recommended by the Board and approved by the Membership, based upon the MemberOwner’s fulfillment of her/his time investment.

320.2 The Board or the Membership may establish additional benefits that are available to the Owners as a whole or to those MemberOwners who qualify for the benefit based on defined and objective criteria, such as length of service or annual hours invested.

330 Membership Rights

330.1 The Membership has ultimate authority and responsibility regarding the operation of HWFC. The Membership may delegate authority to the Board and Management. Such delegation shall be specific and all residual authority shall remain with the Membership.

330.2 Each Member-Owner has the right to vote at Membership Meetings and in the Membership Referenda, including voting for the election and/or removal of Board members and Governance Review Council (hereafter “GRC”) members. Member Owners are encouraged to attend the monthly meetings of the Board, notices of which are posted in the store and on HWFC’s website, that are open to the HWFC community pursuant to Section 430.1.

330.3 Only the Membership may vote to amend the Bylaws or the Certificate of Incorporation.

330.4(a) Member-Owners have the right to run as candidates for election to the Board or to the Governance Review Council, unless such Member-Owner would be ineligible to serve in such capacity, based on any of Sections 410.3 or 475.3(b). Member-Owners may declare their intent to run for an elected position by completing a Nomination Form prior to the Membership Meeting, by accepting a nomination or by self-nominating within the time allotted for floor nominations.

330.4(b) Nominees who are not present at the Membership Meeting must accept the nomination and provide confirmation of their intention prior to the opening of ballot boxes.

330.4(c) A Member-Owner may not serve on both the Board and the GRC concurrently, except in the case of a Board member serving as the Board liaison to the GRC.

330.5 The Membership has final approval of:

330.5(a) Discount policy, and may delegate product margins to our management;

330.5(b) The nature, range and number of MemberOwner time investment opportunities in HWFC;

330.5(c) Member-Owner Manual and Food and Product Policy Manual;

330.5(d) Annual operating and capital budgets; and

330.5(e) Unbudgeted cumulative major expenses that are one percent (1%) or more of the annual operating budget.

330.6

330.7

Member-Owners have the right to communicate with each other on an ongoing basis about issues relevant to HWFC. The means and method of communication shall be included in the Member-Owner Manual.

Member-Owners have the right to petition each other and to express issues of concern to Member-Owners and Owners relating to the mission, operation or governance of HWFC. The means and methods of petitioning shall be included in the Member-Owner Manual.

340

Decisions by Referenda and at Meetings

340.1 Decisions may be made at Membership Meetings or by Referenda, except for elections and removal of Directors, amendments to the Bylaws or Certificate of Incorporation, and voluntary dissolution of HWFC, which may occur only at Membership Meetings. Decisions made at Membership Meetings and by Referenda have equal authority.

341

Referenda

341.1 A Referendum shall be held in response to a request by a petition to the Board signed by 4% of the Membership. The President of the Board shall acknowledge in writing the receipt of such petition to the Member-Owners who submitted the petition within seven days of its receipt.

341.2 The Board may initiate a Referendum by a two-thirds vote at a Board meeting provided that it does not address questions or issues already the subject of a referendum petition by Member-Owners.

341.3 The Board shall determine standing Referenda voting procedures, which shall be included in the Member-Owner Manual and may be amended from time to time. Voting procedures shall be fair and reasonable and shall ensure that matters to be voted on are explained in a clear and concise fashion.

341.4 The Board shall cause Notice for each Referendum to be posted in a prominent location in the store and, except pursuant to Section 341.5, mailed by first-class mail to all Member-Owners no later than 32 days from the date of receipt of the petition. The Referendum shall be held at least 10 days but not more than 21 days after the mailing of the Notice.

341.5 An individual Member-Owner may waive the mailing requirement for Referenda by requesting in writing on a form authorized by HWFC that she/he elects to have her/his Notices delivered at HWFC or electronically. Upon receipt of such executed form, Notices shall be delivered as requested within the time period established in Section 341.4.

341.6 Pursuant to Section 475.2(d), Notice of a Referendum shall, at a minimum, state the dates of the Referendum, whether it was initiated by the Board or by Member-Owners, and, based upon the petition submitted to the Board, the subject matter of the Referendum and a brief summary of arguments supporting and opposing the matter.

342

Regular Membership Meetings

342.1 The Board shall schedule and conduct four Regular Membership Meetings each year: an Annual Membership Meeting in April during which elections to fill vacant Board of Director positions shall take place; a Budget Meeting in June; a Bylaws/Governance Meeting in September or October during which elections to fill vacant Governance Review Council positions shall take place and proposed amendments to the Bylaws shall be considered; and one additional Membership Meeting generally in the winter.

342.2 A quorum of 10% of the Membership is required to start a meeting.

342.3 A quorum, once established, is presumed for the remainder of the meeting, and cannot thereafter be challenged. Votes are counted on the "yea" or "nay" votes actually cast. Abstentions are not considered in the vote count.

342.4 The Board shall be responsible for setting the agenda and for conducting all Regular Membership Meetings as well as for providing Notice pursuant to Sections 342.7, 342.8, and 342.9.

342.4(a) Member-Owners may request that the Board place specific items or issues on the formal agenda. The Board shall place an item on the agenda upon receipt of a petition that requests an item for inclusion on the agenda and that is signed by 4% of the Membership, provided that the Board receives the petition in adequate time to comply with Section 342.7. The President of the Board shall immediately acknowledge in writing the receipt of such petition.

342.4(b) The GRC may request that the Board place any specific item or issue related to its duties and responsibilities on the formal agenda of any Regular Membership Meeting, without the need for a petition, provided that the Board receives the request in adequate time to comply with Section 342.7.

342.5 The Annual Membership Meeting shall be held in April. It shall include the election of Directors, an annual report prepared by the Board, an auditor’s report, and such other business as may be necessary.

342.6 Member-Owners shall vote to approve the budget at the Annual Budget Meeting.

342.7 Notice for each Regular Membership Meeting shall be posted in a prominent location in the store and, except pursuant to Section 342.8, mailed by first-class mail to all MemberOwners at least 10 days but not more than 60 days earlier than the date of the meeting. For amendment of the Bylaws or the Certificate of Incorporation, Notices shall be mailed at least 20 days but not more than 60 days prior to the meeting.

342.8 An individual Member-Owner may waive the mailing requirement for Regular Membership Meetings pursuant to the procedure set forth in Section 341.5. Upon receipt of such executed form, Notices shall be delivered as requested within the time period established in Section 342.7.

342.9 Pursuant to Section 475.2(d), Notice of a Regular Membership Meeting shall state the place, date, and time of the meeting. It shall also state that it is a Regular Membership Meeting as established by the Bylaws and give the purpose of the meeting, including any matters to be voted upon. In addition, the Notice shall state that prior to adjournment of the meeting a period of at least 15 minutes will be allotted for open discussion on any topic pertaining to HWFC during which time no binding vote can be taken.

342.9(a) Member-Owners are required to conduct themselves with civility and cooperation at Membership Meetings. Standards and consequences for unacceptable behavior are specified in the Member-Owner Manual.

343

Special Membership Meetings

343.1 A Special Membership Meeting may be called by the Board, or by the Governance Review Council for the limited purposes set forth in Section 475.2(e), with the entity calling the Special Membership Meeting establishing the agenda.

343.2 A Special Membership Meeting may also be called on request by a petition to the Board signed by at least 4% of the Membership. The petition must provide an explanation of each item to be included on the agenda of the meeting but need not provide the exact wording of the potential agenda item. The President of the Board shall immediately acknowledge in writing the receipt of such petition.

343.3 The Board shall provide such logistical support as is requested by the initiators of the meeting, including, but not limited to, the provision of meeting space and assistance with mailings and emailings for any Special Membership Meeting. The initiators shall schedule and conduct any such meeting.

343.3(a) The Member-Owner petitioners of the Special Membership Meeting shall have full authority to draft and publish the Notice of meeting and to conduct such meeting.

343.3(b) The Member-Owner initiators of the petition shall be responsible for the taking of, editing and final approval of the minutes of the Special Membership Meeting. The Board shall receive such minutes for filing at the next Board Meeting, and publish them to the Membership within three days of such meeting.

343.4 A quorum of at least 10% of the Membership is required to start a meeting.

343.5 A quorum, once established, is presumed for the remainder of the meeting, and cannot thereafter be challenged. Votes are counted on the "yea" or "nay" votes actually cast. Abstentions are not considered in the vote count.

343.6 Notice for Special Membership Meeting

343.6(a) Notice for each Special Membership Meeting shall be posted in prominent locations in the store and, except pursuant to Section 343.7, mailed by first-class mail to all MemberOwners no later than 21 days from the date of receipt of a petition. The meeting shall be held at least 10 days but not more than 21 days after the mailing of the Notice.

343.6(b) For amendment of the Bylaws or the Certificate of Incorporation, Notices shall be mailed at least 20 but no more than 60 days prior to the meeting.

343.7 An individual Member-Owner may waive the mailing requirement for Special Membership Meetings pursuant to the procedure set forth in Section 341.5. Upon receipt of such executed form, Notices shall be delivered as requested within the period established in Section 343.4.

343.8 Pursuant to Section 475.2(d), Notice of a Special Membership Meeting shall state the place, date, and time of the meeting and that the Notice is being issued by or at the direction of the Member-Owner petitioners calling the meeting. It shall also give the purpose of the meeting, including any matters to be voted upon, which shall be based upon the petition submitted to the Board. In addition, the Notice shall state that prior to adjournment of the meeting a period of at least 15 minutes will be allotted for open discussion on any topic pertaining to HWFC during which time no binding vote can be taken.

343.9 A spirit of cooperation must be maintained in Special Membership Meetings as in regular Membership Meetings.

Board of Directors

Terms and Election

410.1 The Board shall be composed of nine Directors. Any Member-Owner is eligible for election to the Board, except as noted in Section 410.3. Elections shall take place at the Annual Meeting. To be elected to the Board, a candidate must receive a plurality of at least 25% of those voting in the election.

410.1(a) In the case of a tie between two or more candidates, in which the tie will interfere with the filling of a seat, all candidates involved in the tie will be notified of the results and asked if any of them wish to resign their candidacy. If no agreement can be reached between the candidates, then the following action will take place: A game of chance will decide the race –either a coin toss or drawing of straws, depending on the number of candidates involved in the tie. In the event that this scenario is necessary and if any of the candidates are not present, a member of the GRC will represent the candidate (for board elections). In the event of a tie for GRC elections, a board member will represent the candidate.

410.2 Successful candidates take office immediately upon certification of the election results. Directors’ terms shall be staggered on a rotating basis so that there are three sets of three-year terms. The Board shall seek to assign by consensus newly elected Director(s) to any partial terms. If no consensus is reached, then any partial terms shall be filled by the choices of the newly elected Directors in order of their vote total, with the Director receiving the greatest number of votes having first choice.

410.3(a) No Director may serve for more than six consecutive years. A Member-Owner who has served as a director for six consecutive years may serve on the Board again after a mandatory two-year hiatus during which she or he has not held a seat on the Board of Directors.

410.3(b) No more than three employees may serve on the Board at any given time.

410.3(c) A Member-Owner who is or becomes a supervisory employee at HWFC may not simultaneously serve on the Board. A supervisory employee at HWFC is one to whom other HWFC staff directly report.

410.4 If any vacancy on the Board occurs at any time after the election at an Annual Membership Meeting, the Board or the Membership have the option of filling the vacancy but are not obligated to do so.

410.4(a) The Board by a two-thirds vote at a Board meeting may appoint any Member-Owner to fill a Board vacancy, as long as the MemberOwner is not ineligible to serve by virtue of Section 410.3. Such appointment shall expire at the next Annual Membership Meeting. The remainder of the term shall be filled by election as specified in Section 410.1.

410.4(b) The Membership may elect new Directors, with the restrictions in Section 410.3, to fill vacant positions at the next Regular or Special Membership Meeting, whichever occurs sooner. Directors so elected shall take office immediately upon certification of election results and serve for the remainder of the term. If a vacancy was filled by the Board, the Membership may replace the Board appointee at the next Regular or Special Membership Meeting, whichever occurs sooner.

415 Removal of a Board Member for Cause

415.1 Failure to attend four consecutive Board meetings, or at least three-fourths of the scheduled meetings in a year, is grounds for removal from the Board. Upon notice to the absent Director, the Board by a two-thirds vote at a Board meeting may remove that Director from the Board.

415.2 In compliance with Section 63, or any revision, of the New York State Cooperative Corporations Law, any Member-Owner may bring charges against a Director by filing them in writing with the Secretary of the Board, together with a petition requesting removal signed by five percent of the Membership. The Membership may thereupon remove the Director by an affirmative three-fourths vote at a Regular or Special Membership Meeting held pursuant to Section 342 or 343, provided that at such meeting not less than ten percent of the entire Membership vote.

415.3 Automatic Forfeiture of a Director's position on the Board.

415.3(a) Failure to pass the background check screening of the New York State Liquor Authority, or convictions of actions that would result in the loss of the HWFC liquor license, will result in automatic forfeiture of that Director's seat.

415.3(b) If at any time, for any reason, any Director is no longer a Member-Owner in good standing of HWFC they will immediately forfeit their seat on the Board.

420

Responsibilities

420.1 The Board is empowered to act pursuant to Section 330.1 on behalf of the Membership in furtherance of the purposes of HWFC as set forth in Section 100 of these Bylaws as well as the objective of the Bylaws as set forth in Section 120.

420.2 The Board has a fiduciary responsibility to protect the assets of HWFC and to ensure that HWFC conforms to applicable laws and regulations.

420.3 The Board is responsible for facilitating longrange/strategic planning, Membership participation in governance, and major policy decisions of the Membership by:

420.3(a) Recommending decisions on annual budgets and major policies and objectives to the Membership;

420.3(b) Providing Membership access to minutes, policies, manuals, and financial reports;

420.3(c) Publishing a monthly Membership newsletter;

420.3(d) Reviewing and approving a Nominating and Voting Guide that incorporates the Elections and Nominations Committee’s best nominating and voting practices;

420.3(e) Encouraging Member-Owners to participate in Board committees, the Governance Review Council, the Bylaws Panel, Board meetings and Membership Meetings;

420.3(f) Implementing decisions made at Membership Meetings and by Referenda.

420.3(g) Facilitating Membership review of proposed amendments to the Bylaws and placing proposed amendments on the agendas of Membership Meetings at the timely request of the Bylaws Panel consistent with Section 483.9; and

420.3(h) The Board shall appoint to the Bylaws Panel two Member-Owners who may be Directors or employees but are not serving on the Governance Review Council; three Member-

Owners to the Personnel Committee; and five Member-Owners to the Finance Committee.

420.3(i) Appointing a Director as liaison to the Governance Review Council; and,

420.3(j) Fulfilling responsibilities set forth in Sections 300.3 (Time Investments), 310.4 (Appeals), 464.3 (Appointments to the Personnel Committee) and relevant subsections of 341 (Referenda), 342 (Regular Membership Meetings) and 343 (Special Membership Meetings).

420.4 The Board is empowered to establish terms and conditions of employment, to be contained in the Employee Manual approved by the Board, provided that:

420.4(a) The Employee Manual shall include progressive discipline and grievance procedures applicable to all employees whose status is not temporary or probationary. In cases of suspension or termination for reasons regarding performance, the grievance procedure shall provide employees with the right to an impartial hearing, conducted by a neutral person or panel of neutral persons with decision-making authority to sustain, modify, or reject the suspension or termination. Exercise of this right shall not constitute waiver of any

legal rights employees may have; and

420.4(b) The Manual shall state that no employee is to be disciplined without just cause.

420.4(c) The Board shall publish the current Employee Manual and make it accessible to MemberOwners.

420.5 The Board is empowered to create, revise or abolish any management structure and hire and dismiss senior managers. The Board is also empowered to develop job duties and responsibilities for these positions in addition to those duties and responsibilities set forth in Section 500. The Board shall perform an evaluation of employees who report directly to the Board on at least an annual basis.

420.5(a) The Board shall appoint and supervise a Member-Owner Coordinator to service the needs of Member-Owners.

420.6 The Board shall create full-time and part-time positions with job descriptions.

420.7 If the Membership does not approve a new annual budget proposed by the Board, the Board and Management shall adhere to the previously approved annual budget and shall present the Membership with a revised annual budget within three months of the Membership’s decision.

430 Review of Board Actions by Membership

430.1 Any action taken by the Board may be referred to the Membership for approval or disapproval on request by a petition for either a Referendum pursuant to Section 341 or a Special Membership Meeting pursuant to Section 343. The petition must be filed with the Board within 45 days of (a) the noticed open meeting at which the Board took any such action or (b) when the Board notified MemberOwners that it took such action (including affirmations of emergency actions taken by the Executive Committee of the Board or of process/administrative actions taken by the Board outside of a noticed open Board meeting).

The President of the Board shall immediately acknowledge in writing the receipt of such petition. The GRC may also call a Special

Membership Meeting to submit an issue to the Membership, but without the need for a petition (section 475.2(e)).

440 Board Meetings

440.1 The Board shall meet at least monthly in a noticed open meeting. The time, place, and agenda shall be posted at least one week in advance in furtherance of the Board’s obligation to support transparent and cooperative decision-making processes and structures.

440.2 Any Member-Owner, Owner or Staff, may attend and participate in a noticed open Board meeting, but only Directors may vote.

440.3 A simple majority of sitting Directors shall constitute a quorum. If a quorum is met at a Board meeting but is later lost, the Board may not conduct official business until a quorum is re-established.

440.4 A request by a Member-Owner for a place on the agenda must be submitted in writing to the Board at least three days in advance of a meeting.

440.5 The Board may adopt its own rules for its meetings with the exception that no rule may contradict the Bylaws.

440.6

440.7

440.8 Formal decisions made by the Board shall be posted in the store and on the HWFC website within one week of the Board meeting.

Section 708(b) of the New York Business Corporations Law allows a board to act outside of a noticed open meeting if the decision to do so is agreed to by all Directors, unless the organization’s bylaws restrict such action. Membership requires the Board to make all policy decisions at noticed open meetings at which there is an opportunity for a robust discussion between and among the Directors of the Board and meeting participants, regardless whether the Board believes the issue is not controversial. Accordingly, the following sections provide the restriction allowed by law.

The Board may not take action outside of noticed open Board meetings, even if the decision is unanimous, with three exceptions: (a) process/administrative matters that do not create a new policy or modify an existing policy, or commit HWFC personnel or resources to activities beyond HWFC’s routine

440.8(a) operations; (b) matters commonly considered as requiring confidentiality, typically personal information pertaining to individual employees or Member-Owners, details of contract and loan negotiations, and litigation; and (c) decisions that must be made before the next noticed open Board meeting to protect the health and well-being of HWFC, or its MemberOwners, Owners and Staff.

The Board is authorized to make decisions outside of noticed open Board meetings by a majority vote of sitting Directors (in-person or by email, virtual meeting, or phone) regarding process and administrative issues related to scheduling; appointments (other than those to fill a Board vacancy, pursuant to Section 410.4(a)); internal review of current policies or potential new policies; development of agendas for noticed open Board and Membership Meetings; and preparation and dissemination of formal Board communications and HWFC newsletters. The Secretary shall maintain a written record of actions and votes, which shall be included in the materials packet prepared for the subsequent noticed open Board meeting, and placed on the “Affirmations” portion of the agenda. This authorization’s scope does not include decisions regarding any policy matter or

440.8(b)

specific actions required by the Bylaws to occur at a noticed open Board meeting. These specific actions include removal of a Board member from office (Section 415.1), choosing of Executive Officers (Sections 451.1 and 451.3), initiation of a referendum (Section 341.2), receipt and filing of minutes from Special Membership Meetings (Section 343.3(b)). This authorization’s scope also does not include commitment of HWFC personnel or resources pursuant to a non-disclosure agreement; such decision must be made at a noticed open Board meeting.

The Board may place on the published agenda a private Executive Session or vote to conduct a private Executive Session at any time after quorum has been met at a noticed open Board meeting pursuant to a motion. The agenda or motion must identify the general subject area(s) to be considered. All Directors may attend Executive Sessions and the Board may invite other persons to participate. Matters appropriate for an Executive Session include information that would harm HWFC if disclosed; information that would disclose the identity of a whistleblower; information relating to current or future investigations or prosecution of a criminal offense that would imperil effective law enforcement if disclosed;

440.8(c)

discussions regarding proposed, pending or current litigation; the medical, financial, credit or employment history of a particular person, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person; specific information pertaining to negotiation of loans or acquisition of property; and discussions regarding signing a non-disclosure agreement. (The Board may decide to sign such an agreement in Executive Session but must disclose this action to the Membership.) A note-taker must record minutes and votes at Executive Sessions. The minutes shall be retained in a secure location in the interest of confidentiality but may be disclosed if Directors unanimously conclude that the matter should not have been categorized as confidential.

As additionally discussed in Section 452, the Executive Committee of the Board may act on policy matters in between noticed open Board meetings on behalf of the entire Board under exigent circumstances to address an emergency if a properly noticed open Board meeting cannot be timely scheduled. The Executive Committee may also address administrative and process matters under exigent circumstances to address an

emergency in the event good faith attempts by Executive Committee members to obtain participation of the other Directors are unsuccessful. An emergency is an urgent, sudden, and serious event or unforeseen change in circumstances that necessitates immediate action to remedy harm or avert imminent danger to the physical, financial, or social health of HWFC, or its Owners, Member-Owners, or employees.

450 Officers

450.1 The Board shall choose a President, a VicePresident, a Secretary, and a Treasurer from among the Directors, not to include those who are also employees, to serve one-year terms as Officers at the first Board meeting following the April Membership Meeting.

450.2 Terms shall expire at the first meeting of the Board after the next Annual Meeting.

450.3 The Board shall choose a replacement for any Officer who resigns before their term expires.

452

Executive Committee

452.1 The Executive Committee shall consist of the Officers of the Board.

452.2 In emergency situations only, as defined in Section 440.8(c), a minimum of three members of the Executive Committee may act in the name of the Board. The Executive Committee must notify the other Directors, Membership, and Staff of the action as soon as practicable after voting to act, along with an explanation of the reasons for any such action. A summary of the action is acceptable if the issue involves confidential matters as described in Section 440.8(c).

452.3 Any action taken by the Executive Committee must be announced, reviewed, discussed, and voted upon at the next noticed open Board meeting during the “Affirmation” portion of the agenda. A summary of the action is acceptable if the issue involves confidential matters as described in Section 440.8(c).

453

Duties of the President

453.1 The President shall be responsible for the facilitation of meetings of the Board.

453.2 The President shall ensure that there is effective communication between the Board, its committees, Management, and the Membership.

453.3 The President shall act as the liaison between the Board and Management when authorized by the Board.

453.4 The President may co-sign (with the Secretary or any other officer authorized by the Board) any contracts or other legal documents on behalf of the HWFC when authorized to do so by the Board.

453.5 The President shall chair the Executive Committee.

453.6 The President shall perform such other duties as deemed necessary by the Board.

454

Duties of the Vice-President

454.1 The Vice-President shall perform the functions of the office of the President in the event of the absence or disability of the President, as determined by the Board.

454.2 The Vice-President shall perform such other duties as may be delegated by the President.

455 Duties of the Secretary

455.1 With the assistance of the GRC, which is described in Section 475, the Secretary or her/his designee shall:

455.1(a) Ensure that a complete and thorough record of all Board meetings, Membership Meetings, and Referenda is kept; and

455.1(b) Maintain a current record of these Bylaws and official policies.

455.2 The Secretary shall give, or shall cause to be given, notice of all meetings of the MemberOwners and of the Board.

455.3 The Secretary or her/his designee shall ensure that full and complete records of Membership are kept.

455.4 The Secretary or her/his designee shall be responsible for maintaining the official archives of HWFC.

456

Duties of the Treasurer

456.1 The Treasurer shall advise the Board concerning the financial condition of HWFC and related financial matters.

456.2 The Treasurer shall ensure that Management keeps HWFC books according to generally accepted accounting principles.

456.3 The Treasurer shall ensure that an annual audit or fiscal review is made.

456.4 The Treasurer shall serve as Board liaison to the Finance Committee, which is described in Section 462.

456.5 The Treasurer shall serve as the liaison on financial matters between the Board and Management.

456.6 The Treasurer shall ensure that quarterly financial reports are rendered to the Board. These reports shall be made available to the Membership. A summary of such quarterly reports accompanied by an explanatory narrative shall be made available to all Shareholders as soon as possible after being prepared.

460 Standing Committees of the Board

460.1 The following committees shall be standing committees of the Board: Elections and Nominations, Finance, Membership, Personnel, Nutrition and Education, Communications, Honest Arts, Environment, Strategic and Long-Range Planning, AntiRacism, and Diversity, Equity and Inclusion (DEI).

460.2 The Board shall recruit or appoint MemberOwners to serve on these committees and may establish such other committees it deems appropriate. Only Member-Owners may serve on committees. At least one director shall participate on each committee and serve as the liaison between the committee and the Board. Each committee may select its own chair, with the exception that directors shall not serve as the chair of a committee. The authority of each committee shall be limited to making recommendations to the Board for Board approval and/or action except as described in these Bylaws.

461 Elections and Nominations Committee

461.1 The responsibilities of the Elections and Nominations Committee shall include: coordinating a collaborative election process; recruiting, and assisting the Membership in the recruitment of Member-Owners to serve on the Board and on the GRC; developing ballot and accurate counting procedures; and preparing and signing the vote certification.

461.2 No decision of the Elections and Nominations Committee shall preclude the right of any Member-Owner to be nominated or selfnominated at a Membership Meeting.

461.3 Best practices of the Elections and Nominations Committee shall be set forth in a Nominating and Voting Guide subject to approval by the Board.

462 Finance Committee

462.1 The Finance Committee shall provide direction and guidance on financial matters regarding the Board’s fiduciary responsibilities.

462.2 The Finance Committee shall provide assistance to the Controller and Treasurer, as requested, on the development of annual budgets and preparation for audits.

462.3

462.4 The Finance Committee shall monitor the financial performance of HWFC against the approved budget and other financial indicators and participate in the preparation of quarterly narrative reports prepared for the Membership.

The Finance Committee shall provide assistance to the Controller and Treasurer, as requested, in the development of financial projections and plans. In fulfilling this responsibility, the Finance Committee shall coordinate with the Strategic and Long-Range Planning Committee.

462.5

The Treasurer, the Controller, and five Member-Owners appointed by the Board shall comprise the Finance Committee.

463 Membership Committee

463.1 The Membership Committee shall be responsible for producing and updating a Member-Owner Manual that shall be approved by the Board and submitted to the Membership for approval.

463.2 The Membership Committee shall be responsible for coordinating Membership meetings and advising the Board on Membership participation in the ongoing operation of HWFC.

463.3 The Membership Committee shall be responsible for orientation of Owners.

463.4 The Membership Committee shall appoint two Member-Owners to the Bylaws Panel who are not also members of the Board, the Governance Review Council, or Management.

464

Personnel Committee

464.1 The Personnel Committee shall be responsible for producing and updating an Employee Manual to be approved by the Board. The Committee shall make a comprehensive effort to inform the Membership of the contents of the Employee Manual.

464.2 The Personnel Committee shall advise the Board and management on personnel matters as directed by the Board.

464.3 The Personnel Committee shall be composed of three representatives of non-management employees selected by non-management employees, three representatives of management (including up to two Human Resources staff per job descriptions) selected by management, and three Member-Owners selected by the Board. Representatives of nonmanagement employees and management who are not Member-Owners do not “serve” on the Personnel Committee as that term is used in Section 460.2 and may not vote.

465 Nutrition and Education Committee

465.1 The Nutrition and Education Committee shall be responsible for providing health and nutritional information.

465.2 The Nutrition and Education Committee shall be responsible for producing and maintaining a Food and Product Manual to be approved by the Board and submitted to the Membership for final approval.

466 Communications Committee

466.1 The Communications Committee shall be responsible for providing information regarding HWFC to Member-Owners, Owners, and the general public.

466.2 The Communications Committee shall be responsible for producing a regular newsletter and for any other means of communication that may be determined by the Board. 467

467.1 Honest Arts Committee

The Honest Arts Committee shall beautify the internal and external physical environment of HWFC, strengthening connections in the store

467.2

and in the community by coordinating, promoting and encouraging arts.

The Honest Arts Committee shall engage local artists and organizations in the creation and installation of art exhibits and murals that give voice to a wide range of topics relevant to HWFC and the Capital Region. By engaging the imagination and stimulating conversation, these outreach efforts and exhibits should be designed to support HWFC’s community collaborative and inclusive vision.

467.3 468

468.1

The Honest Arts Committee shall coordinate with the HWFC marketing team in the development, implementation, and promotion of HWFC arts events.

Environment Committee

The Environment Committee shall identify, develop, and support actions pertaining to HWFC’s physical environment in and around the store that are consistent with the Mission Statement and other foundational documents as well as planetary stewardship.

468.2

The Environment Committee shall maintain a list of policies and practices pertaining to HWFC’s impacts on the physical environment

468.3

in and around the store, identifying those policies and practices having positive, neutral, or negative impacts. Using the list as a guide, the Environment Committee shall develop and support policies and practices, in collaboration with Management, designed to mitigate harmful impacts and enhance positive impacts.

The Environment Committee shall be the point of contact for the HWFC community regarding ideas and questions about improving the impacts of HWFC on the physical environment in and around the store.

469

469.1

Strategic and Long-Range Planning Committee

The Strategic and Long-Range Planning Committee, in consultation with the AntiRacism; Diversity, Equity, and Inclusion; Finance; and Membership Committees, as well as Management and Staff, shall create for Board approval a vision Statement/Strategic Plan that articulates HWFC’s goals over the next one-to-three years and how it plans to achieve them. The Vision Statement/Strategic Plan shall be consistent with HWFC’s Mission Statement. The Vision Statement/Strategic Plan shall define time horizons, anticipated sales volumes, employee satisfaction and

469.2

retention, Member-Owner and shopper satisfaction and demographics, profitability, and other specific measurable targets. The Vision Statement/Strategic Plan shall be reviewed and updated annually to remain relevant.

The Strategic and Long-Range Planning Committee, in consultation with the AntiRacism; Diversity, Equity, and Inclusion; Finance; and Membership Committees, as well as Management and Staff, shall prepare for Board approval a Comprehensive Long-Range Plan, consistent with the Vision Statement/Strategic Plan and updated biannually, to guide HWFC’s decision-making over a three-to-five year period. The plan shall set goals and explain strategies for achieving those goals to take advantage of opportunities, avoid distractions, and mitigate threats to HWFC’s viability.

469.3

The Strategic and Long-Range Planning Committee shall report on its work at each Regular Membership Meeting.

Anti-Racism Committee

The Anti-Racism Committee shall assess and recommend anti-racist policies and practices

470.2 470.3

471

471.1

for all of HWFC; recommend anti-racist training and restorative resolution practices for Management, Staff, Board directors, and Member-Owners; and propose efforts for Staff and Membership to support anti-racist goals at HWFC.

The Anti-Racism Committee shall discuss its analyses and initiatives with the Diversity, Equity and Inclusion; Membership; Strategic and Long-Range Planning; and Personnel Committees as well as Management and staff.

The Anti-Racism Committee shall report on its work at each Regular Membership Meeting.

Diversity, Equity, and Inclusion (DEI) Committee

The DEI Committee shall encourage development of a supportive and welcoming environment and culture in which all Staff, Member-Owners, and customers are comfortable working and shopping together.

471.2

The DEI Committee shall develop and promote strategies and practices that cultivate inclusion across diverse identities, including race,

471.3

471.4

The DEI Committee shall discuss its analyses and initiatives with the Anti-Racism; Membership; Strategic and Long-Range Planning; and Personnel Committees in its efforts to embed a DEI lens, practices, and metrics for tracking progress throughout HWFC departments, policies, and leadership.

The DEI Committee shall report on its work at each Regular Membership Meeting.

475 ethnicity, ability, neurodiversity, sex, sexuality, gender, and socioeconomic status.

Governance Review Council

475.1 Purpose: The purpose of the Governance Review Council ("GRC") is to promote good governance, which in the context of HWFC means encouraging robust democratic, cooperative processes and structures in order to facilitate fair and open decision-making at all levels of HWFC.

475.2 Responsibilities

475.2(a) The GRC shall provide advice, support, and analysis regarding any policy or Bylaws review-related matter upon the request of the Membership, the Board, a Member-Owner or group of Member-Owners, or the Management.

475.2(b) The GRC shall assist the Board Secretary in maintaining a current record of the Bylaws and official policies of HWFC.

475.2(c) The GRC shall review the policies and governance procedures of the Board and Management and shall monitor the actions of the Board for consistency and adherence to those policies and procedures and these Bylaws.

475.2(d) The GRC shall review each Notice described in Sections 341.6, 342.7, and 343.8 before it is distributed to Member-Owners to ensure that it presents the issues in accordance with the Bylaws and to determine whether or not any proposal described in the Notice would violate the Bylaws.

475.2(e) If the GRC concludes that there has been a violation of the Bylaws by any action of the Board, Management, the Bylaws Panel, or the Membership, or that such violation is pending, then it shall promptly notify the Board and, as necessary, may call a Special Membership Meeting to submit the issue to the Membership in accordance with Section 343 but without the need for a petition as described in Section 343.2.

475.2(f) The GRC shall appoint two Member-Owners who are not Directors but may be employees to serve on the Bylaws Panel.

475.2(g) If, in the process of this monitoring function, the GRC discovers a problem with the Bylaws themselves, it shall notify the Bylaws Panel, as well as the Board, Management, and the Membership Committee, of the problem and may suggest appropriate changes. The GRC may go directly to the Membership, pursuant to Section 475.2(e), if the Bylaws Panel itself fails to adhere to the Bylaws.

475.2(h) The GRC may place on the formal agenda of any Regular Membership Meeting any issue related to its duties and responsibilities without the need for a petition as described in Section 342.4.

475.3 Structure and Process

475.3(a) Five members shall comprise the GRC. Only Member-Owners as defined in these Bylaws are eligible for election to the GRC. To be elected, a candidate must receive a plurality of at least 25% of those Member-Owners voting in the election.

475.3(b) The term of office shall be three years; no Member-Owner may serve on the GRC for more than six consecutive years. A MemberOwner who has served on the GRC for six consecutive years may serve on the GRC again after a mandatory one-year hiatus during which the Member-Owner has not held a seat on the GRC. Terms shall be staggered so that no more than two GRC members shall have terms ending at the same time.

475.3(c) The GRC may appoint Member-Owners to fill vacant positions provided that they are not ineligible to serve by virtue of the term limit and hiatus provision. No more than two positions may be filled by appointment at any one time. Such appointments shall expire at the next Bylaws/Governance Membership Meeting, at which time the Membership shall elect GRC members to fill the remainder of those terms.

475.3(d) The GRC shall select its own chair.

475.3(e) A majority of sitting GRC members shall constitute a quorum.

475.3(f) The GRC will generally meet monthly. The time, place, and agenda of the meeting shall be posted at least one week in advance on the HWFC Web site.

475.3(g) Any Member-Owner may attend and participate in a GRC meeting, but only GRC members may vote.

475.3(h) The GRC may adopt its own standing rules for its meetings with the exception that no rule may contradict the Bylaws.

475.3(i) Reports of GRC meetings shall be posted in the store and on HWFC's Web site within two weeks of becoming final.

475.3(j) Failure by any GRC member to attend four consecutive GRC meetings is grounds for removal from the GRC. Upon notice to that member, the GRC by a majority vote may remove that member from the GRC.

475.3(k) Any Member-Owner may bring charges against a GRC member by filing them in writing with the Secretary of the Board, together with a petition requesting removal signed by 4% of the Membership. The Membership may thereupon remove the GRC member by an affirmative three-fourths vote at a Regular or Special Membership Meeting held pursuant to Section 342 or 343, provided that at such meeting not less than ten percent of the entire Membership votes.

480

Bylaws Panel

481

Purpose

481.1 Upon receipt of a request from the Board or the GRC (or Member-Owners, if they choose to do so), the Bylaws Panel (Panel) shall evaluate the merits of all proposed changes to the Bylaws under consideration by the Board or the GRC; draft proposed amendments for such changes if deemed meritorious by the Panel; and present such proposed amendments for Membership consideration and approval.

481.2 The Panel may also convene at the request of Member-Owners who intend to bring proposed amendments to the Bylaws directly to the Membership pursuant to Sections 330.7, 341.1, 342.4(a), and 343.2, for advice and comment. Member-Owners are not obligated to seek such advice before bringing proposed amendments to the Membership under these sections.

482

Responsibilities

482.1 The Panel shall convene within 35 days after receipt of a request with an explanation from the Board of GRC to review and consider modifying a specific bylaw. The Panel shall report to the Board and the GRC its decision on the merits of the request with reasons for its findings within 45 days of its decision. If the Panel finds a request meritorious, it shall draft a proposed amendment for review by the Board, GRC, Membership Committee, Member-Owners, Management and Staff within 90 days after having received the request.

482.2 The Panel shall provide reports of its meetings to the Board, the GRC, the Membership Committee, and Management and shall arrange to make the reports available to Member-Owners.

483 Structure and Process

483.1 The Panel shall consist of eight MemberOwners. The Board (Section 420.3(h), the GRC (Section 475.2(f)), the Membership Committee (Section 463.4), and Management (Section 500.4) shall each appoint two Member-Owners to two-year staggered terms.

483.1(a) The two-year terms of the appointments by the GRC and the Membership Committee shall run from June 1 to May 31. The two-year terms of appointments by the Board and Management shall run from November 1 to October 31. The appointments shall be designated as “odd year” and “even year,” with each appointing body having one “odd year” and one “even year” appointment.

Appointing Body M-O Appt Type Term starts Term ends

Board, Management

(2 appointments each, one odd year and one even year)

Odd Year Nov. 1, odd year Oct. 31, next odd year

Even Year Nov. 1, even year Oct. 31, next even year

GRC, Membership Committee

(2 appointments each, one odd year and one even year)

Odd Year June 1, odd year May 31, next odd year

Even Year June 1, even year May 31, next even year

483.1(b) In the event of a vacancy, the Panel shall notify the entity that appointed the MemberOwner of the need for an appointee.

483.2 Appointees may be reappointed. If a MemberOwner cannot complete their term, another Member-Owner may be appointed by the same entity that appointed the resigning Member-Owner.

483.3 The Panel shall select its own chair.

483.4 A simple majority of sitting Panel members shall constitute a quorum.

483.5 The Panel’s chairperson(s) shall monitor time investment hours of Panel appointees and arrange for reporting those hours to the Membership Manager for credit.

483.6 The appointees of the Board shall have responsibility for convening meetings of the Panel until a chairperson is selected and is accountable for ensuring compliance with this section of the Bylaws.

483.7 The time, place, and agenda of Panel meetings shall be posted in the store and on the HWFC website at least one week in advance. Any Member-Owner may attend a Panel meeting. Only Panel members may vote.

483.8 The names and terms of Panel members, as well as the appointing entity for each, shall be made available to the Membership, including posting in the store and on the HWFC website.

483.9 The Panel shall make best efforts to bring its proposed amendments to the Autumn Membership Meeting, in conformance with Section 342.1, but may place proposals on the agendas of Regular Membership Meetings as the need may arise.

483.10 The Panel shall provide to the Board, the GRC, the Membership Committee, Management, Staff, other affected committees, and Member-Owners, an opportunity for review, discussion, and revision of a proposed amendment at least three Board meetings before the Membership Meeting at which it intends to present the proposal. The Panel shall consider the responses of these entities and persons before finalizing its proposal and in preparing the presentation of the proposal to the Membership at a Membership Meeting. The Panel shall submit its proposals in conformity with Membership Meeting schedules.

483.11 In the Panel’s deliberations, it shall try to achieve consensus, but if consensus is not possible, it shall present to the Membership any proposed amendment, or argument for not adopting an amendment, which has the support of at least three members of the Panel.

483.12 If at any time the Panel finds that its work is impeded by a Panel appointee’s conduct as per the Member-Owner Manual or level of participation, the Panel may by two-thirds vote of the sitting members request the appointing entity to rescind the appointment and appoint a different Member-Owner to fill the vacancy.

500 Management

500 Under the ultimate supervision of the Board, senior managers shall be responsible for fulfilling the purposes of HWFC and for managing store operations. In doing so, Management shall:

500.1 Make maximum use of the time investment as chosen by Member-Owners;

500.2 Prepare a monthly report for the Board that addresses financial performance, including deviations from the budget, personnel changes, and other pertinent

500.3

matters; and

Ensure that all newly hired employees are educated about and oriented to the cooperative principles underlying HWFC.

Appoint two Member-Owners to the Bylaws Panel, who may be HWFC employees but not a Board Director nor a member of the GRC.

Staff

The terms and conditions of employment shall be described in the Employee Manual. Employees who become Member-Owners have the opportunity to participate in governance of HWFC.

Employee fringe benefits, as set forth in the Employee Manual, shall include, but are not limited to, the receipt by employees of a discount equal to that of a weekly time investment discount.

Amendment and Repeal

These Bylaws and the Certificate of Incorporation may be accepted, amended, or repealed only by approval of two-thirds of those Member-Owners present and voting at a

Membership Meeting called for that purpose pursuant to Sections 342 and 343.

Mission Statement

Honest Weight is a member owned and operated consumer cooperative that is committed to providing the community with affordable, high quality natural foods and products for healthy living. Our mission is to promote more equitable, participatory and ecologically sustainable ways of living. We welcome all who choose to participate in a community which embraces cooperative principles, shares resources, and creates economic fairness in an atmosphere of cooperation and respect for humanity and the earth.