Trunk of My Car Cooperative

TRUNK OF MY CAR COOPERATIVE
BYLAWS

The purpose of the Trunk of My Car Cooperative (the “Cooperative”) is to nurture and embody collective organizational values within a community of writers and readers and to redistribute monetary resources earned via publishing to the creators and supporters of such works.

Our mission is to cooperatively redirect publishing resources from those who take to those who create.

SECTION 1. The Cooperative shall have four (4) circles1 of membership, with the designation, qualifications, requirements, methods of acceptance and incidents of each circle of membership as set forth below. The Cooperative shall operate on a one (1) person, one (1) vote basis and no member shall possess greater ownership or control than any other member.

SECTION 2. WORKER MEMBERS: Any wage or contract employee of the Cooperative shall be eligible for membership as a “Worker Member” for as long as that person is employed by the Cooperative and after meeting the minimum employment eligibility requirement of the Cooperative as determined by the Board of Directors from time to time.

SECTION 3. CREATOR MEMBERS: Any person shall be eligible for membership as a “Creator Member” provided that that person is actively selling products through the Cooperative’s platform and after complying with all equity requirements of the Cooperative as determined by the Board of Directors from time to time.

SECTION 4. CONSUMER MEMBERS: Any person or entity shall be eligible for membership as a “Consumer Member” provided that that person is actively purchasing products from the Cooperative and after complying with all equity requirements of the Cooperative as determined by the Board of Directors from time to time.

SECTION 5. INVESTOR MEMBERS: Any person or entity shall be eligible for membership as an “Investor Member” provided that that person is an investor in the Cooperative and after complying with all legal and equity requirements of the Cooperative as determined by the Board of Directors from time to time.

SECTION 6. FORFEITURE OF MEMBERSHIP: Any member shall forfeit membership in the event that the member fails to meet the requirements of membership, as determined by the Board of Directors after notice to the member and an opportunity to rebut any allegations before the Board.

SECTION 7. TERMINATION OF MEMBERSHIP

  1. RESIGNATION. Members wishing to leave the Cooperative must provide notice to the Cooperative through the Cooperative’s platform. Resigning members are responsible for fulfilling any/all outstanding obligations.
  2. INVOLUNTARY TERMINATION. The Board of Directors may terminate an individual or organization’s membership for one of the following reasons:
    1. Failing to participate in the Cooperative for one year or more in accordance with the rules and regulations associated with such membership circle.
    2. Violating terms of Cooperative policy, Board policy, community standards, or these Bylaws.
    3. Acting contrary to the best interests of the Cooperative. Members may be expelled for cause from the Cooperative by a majority vote of the Board of Directors, in accordance with the Cooperative’s accountability policy.
  3. Termination of membership shall proceed as follows:
    1. The Board will send notice to the email address on file for such member stating the reason for the proposed termination and outline specific incidences of violation of policies or Bylaws. The letter must be sent at least seven days prior to the vote to terminate membership.
    2. The member will be invited to the Board meeting to be heard.
    3. The decision of the Board is final.

SECTION 8. WORKER MEMBER TERMINATION. When a Worker Member voluntarily or involuntarily ends their work in the Cooperative, their membership automatically ends, and the membership share shall be deemed transferred back to the Cooperative. Any such outstanding Patronage Dividend shall inure to the Worker Member through the termination date and shall be paid in accordance with the next scheduled Patronage Dividend payment date. Should the Cooperative’s financials reflect a negative balance or loss at the end of the Patronage Dividend period, any amount allocated to such terminated Worker Member shall be absorbed by the Cooperative and no amount shall be due from the terminated Worker Member.

SECTION 9. TRANSFERABILITY OF SHARES. No member shall sell, assign any interest in, or otherwise transfer their membership share during the period of membership in the Cooperative.

SECTION 10. MEMBER RIGHTS AND RESPONSIBILITIES

  1. SECTION 10. MEMBER RIGHTS AND RESPONSIBILITIES
    1. Be eligible for Patronage Dividends (see, Article VI, Section 3).
    2. Participate in annual and special membership meetings.
    3. Vote in elections for the Board or on ballots.
    4. Be eligible to serve on the Board of Directors or on committees.
  2. MEMBERSHIP RESPONSIBILITIES. Members are expected to participate in the activities of the Cooperative, including, but not limited to the following:
    1. Contribute to the Cooperative by purchasing a monthly or annual membership, if capable.
    2. Patronize the Cooperative, when possible.
    3. Know and understand the criteria for participation, standards, Bylaws, and policies of the Cooperative.
    4. Participate in community building and assistance as outlined in the membership agreement.
    5. Keep current on the activities and actions of the Cooperative, attend annual and special member meetings, vote in elections, and respond to surveys.
    6. Participate in committee work, in accordance with said Member’s ability.
    7. Share experience and provide member-to-member education, as capable.
    8. Assist in the development of new products or product uses.
    9. Promote the Cooperative and encourage others to become members.

SECTION 11. WORKER MEMBER RIGHTS AND RESPONSIBILITIES. In addition to the member Rights and Responsibilities outlined in Section 10 of this Article, Worker Members are expected to perform their employee obligations to the Cooperative objectively, mindfully, and accountably. Worker Members shall comply with the terms and conditions of Cooperative employment policy, understanding their role and the impact it may have on their colleagues and the greater Cooperative. Worker Members terminating their employment with the Cooperative are asked to provide a minimum two (2) weeks’ notice to the Cooperative and shall diligently continue their assigned responsibilities until their last date of employment.

SECTION 12. We are an inclusive organization. The Cooperative shall not discriminate against acceptance of members on the basis of race, gender, religion, income, marital status, or nationality.

SECTION 1. The annual meeting shall be held no later than the last day of the fourth (4th) month after the close of the fiscal year and shall be conducted virtually. It will be the responsibility of the Board of Directors to set the exact date of the meeting. The annual meeting shall be for the purpose of electing Directors and receiving the annual audit, and any other business that may come before the members of the Cooperative.

SECTION 2. Notice of the annual meetings shall be the responsibility of the Board of Directors, who shall, prior to at least thirty (30) days to the date, provide notice to members electronically at the email address on file with the Cooperative and prominently advertise such meetings on the Cooperative’s platform. It is each member’s responsibility to ensure that the information used to contact said member is complete and up to date. Notices shall specify the purpose of the meeting.

SECTION 3. Special meetings of the members of the Cooperative may be demanded in writing at any time by order of a majority of the Board of Directors or five percent (5%) or two hundred fifty (250) members, whichever is less, and shall be called by the Secretary within thirty (30) days of said demand. The request shall state the time, place, and objective of the meeting. No business shall be transacted at Special Meetings other than what is described in the posted notices.

SECTION 4. The rules of order at membership meetings shall be the consensus decision-making process found at https://effectivecollective.net/library/consensus-in-sharing-law.pdf. Members are encouraged to review said rules of order prior to attending any meeting, special, annual, or otherwise.

SECTION 5. QUORUM. At any annual, special or other membership meeting, a quorum to qualify a vote shall consist of a majority of the members; except that organizational policy decisions made among Worker Members must reach consensus to take effect.

SECTION 6. Each member shall be entitled to only one (1) vote. Voting shall be conducted electronically within the Cooperation’s platform. Proxy voting shall not be allowed.

SECTION 7. Members are eligible for membership in multiple membership circles (e.g., Worker and Creator); any member belonging to multiple circles remain limited to one (1) vote as set forth in Section 6 of this Article.

SECTION 1. SELECTION.

  1. The Board shall consist of five (5) Directors.
  2. Directors must be members of the Cooperative.
  3. There will be four (4) Directors representing each membership circle and one (1) Director voted upon at-large by all members. If in any year there are no members of a membership circle in the Cooperative, that representative seat will default to being temporarily filled at-large. The four (4) membership circle representative Directors are:
    1. Worker Representative - elected by Worker Members.
    2. Creator Representative - elected by Creator Members.
    3. Consumer Representative - elected by Consumer Members.
    4. Investor Representative – elected by Investor Members.
  4. The final at-large Director will be elected by the entire membership.

SECTION 2. ELECTION. Directors will be elected by the members at annual membership meetings or at a special member meeting called to fill a vacancy. Such election shall be conducted via the Cooperatives’ platform. Directors shall be elected by a simple majority of the circle represented.

  1. Directors will serve for two (2) year terms.
  2. Terms are staggered to preserve the continuity of governance. In electing the first Board, two (2) Directors shall be elected for a one-year term, two (2) Directors for a two-year term, and one (1) Director for a three-year term, which shall be the Treasurer.

SECTION 3. TERM LIMITS. No Director after having served for two (2) consecutive terms shall be eligible to succeed themselves, but after a lapse of two years shall again be eligible for election.

SECTION 4. VACANCIES. In the event of any vacancy in the Board of Directors through death, resignation, or other cause, the remaining Directors may, by a majority vote, appoint a successor to hold office until the next annual meeting, at which time a Director shall be elected to complete the terms of the Director whose place was vacant. The Board of Directors shall appoint an individual who is of the same membership circle as the vacating Director. In the event of a vacancy in an appointed position on the Board of Directors, the remaining Directors may appoint a replacement Director to fulfill the remaining term of the Director whose place was vacated.

SECTION 5. REMOVAL

  1. BOARD REMOVAL
    1. If a Director fails to attend two (2) consecutive Board meetings without an excused absence, the Board has the option to remove that Director and fill the vacancy.
    2. If a Director acts contrary to the best interests of the Cooperative, the Board has the option to remove that Director and fill the vacancy.
    3. If the resulting vacancy is a representative of a membership circle (Worker, Creator, Consumer, or Investor), the Board will appoint another member of that same membership circle.
  2. Membership Removal
    1. Any member of any circle may ask for removal of the Director of their circle, together with a petition signed by five percent (5%) of the members of their circle.
    2. An at-large Director may be petitioned for removal by any member, with a petition signed by five percent (5%) of members of any circle.
    3. The removal shall be voted on at the next member meeting and with two-thirds (2/3rds) vote, shall be effective.
    4. The Director whose removal is requested shall be served with a copy of the charges not less than ten (10) days prior to the meeting and shall have an opportunity to be heard in person and to present evidence and the persons requesting removal shall have the same opportunity. Counsel is permitted for both parties; however, the Cooperative prefers less formal mediation-style proceedings.

SECTION 6. INDEMNIFICATION AND DIRECTOR LIABILITY. No Director of the Cooperative shall be personally liable to the Cooperative or its members for monetary damages for breach of fiduciary duty as Director, except for liability:

  1. for breach of the Director’s duty of loyalty to the Cooperative or its members;
  2. for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
  3. for a transaction from which the Director derived an improper personal benefit.
  4. The Cooperative shall indemnify a Director or officer in good standing for all reasonable expenses incurred in a legal proceeding due to her or his position on the Board.

SECTION 7. BOARD COMPENSATION. Members of the Board of Directors shall receive no compensation for their Board service but are entitled to reasonable per diem to cover necessary expenses while engaged in the business of the Cooperative, subject to Board approval. No Board Director may vote upon reimbursement for their services.

SECTION 8. CONFLICT OF INTEREST. It shall be the duty of all Directors to complete annual conflict of interest disclosures and make prompt and full disclosure to the Board of any personal, professional, or financial conflict of interest in a matter under discussion. When a conflict of interest is disclosed, the Director must not participate in the discussion or vote on the relevant issues. No person shall be eligible to be a Director if that person is in competition with or is affiliated with any enterprise that is in competition with or is detrimental to the Cooperative. If there is a known conflict of interest, the Director must present written notice to the Board, who will have the power to vote to recognize and accept or decline the potential conflict of interest or to bring the issue to the membership for a vote to replace the said Director in conflict.

SECTION 9. BOARD MEETINGS.

  1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at least quarterly, one immediately after the Annual Meeting of member and thereafter, at such time and date as may be fixed by the Directors.
  2. BOARD MEETING SCHEDULE. Board meeting shall be conducted virtually. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by all of the Directors. The written action is effective when signed by all the Directors and shall have the same force and effect as a unanimous vote at a meeting.
  3. SPECIAL BOARD MEETINGS. Special meetings of the Board may be held from time to time. Such meetings shall be called by any two Directors and notice of at least two weeks shall be issued. Only business specified in the notice may be conducted.
  4. OPEN BOARD MEETINGS. As a general rule, the decisions and operations of the Cooperative are open to all members. Formal notice is not required to non-Board, Cooperative members, but notice and agenda of regular and special meetings will be publicized to the membership at large. Any Cooperative member may attend meetings of the Board of Directors, as an observer. When the Board of Directors meets in Executive Session, such meetings shall be closed to non-Board of Director members.
  5. CONSENSUS. Consensus is required for all Board decisions.

SECTION 10. OFFICERS AND COMMITTEES OF THE BOARD. The Board shall elect from their number a President, Vice President, Secretary and a Treasurer. The Board may create temporary or standing committees. Committee powers shall be specifically stated by Board resolution, and in no case shall any such Committee exceed its conferred powers.

  1. The principal responsibilities of the President shall be to preside at all meetings of the members and of the Board of Directors. The President shall sign all membership certificates and all contracts and other instruments, unless otherwise authorized by the Board. The President shall be an ex-officio member of all committees.
  2. The principal responsibilities of the Vice-President shall be to discharge the duties of the President in the event of his or her absence or disability.
  3. The principal responsibilities of the Secretary shall be to keep a true and correct record of the proceedings of all meetings of the members and of the Board of Directors; to countersign and affix the seal of the Cooperative to all papers and documents requiring such action; and to systematically see to the safety of books, papers, records, and documents pertaining to the business of the Cooperative as may be assigned to the Secretary by the Board of Directors.
  4. The principal duties of the Treasurer shall be to sign all agreements of indebtedness and security agreements, as authorized by the Board, and to review the internal controls and financial systems used by the Cooperative when requested by the Board. The Treasurer shall perform review of all corporations or organizations to ensure that their mission and practices align with the values stated by this Cooperative. Said review shall be conducted prior to entry and at each renewal. The Treasurer shall be covered by an adequate bond as determined by the Board of Directors and at the expense of the Cooperative.

SECTION 11. Within a specified period of time, any action taken by the Board of Directors must be referred to members for approval or disapproval if demanded by petition by at least five percent (5%) or two hundred fifty (250) members, whichever is less, or by majority vote of the Board of Directors, provided that rights of third parties which have vested between the time of action by the Board of Directors and approval or disapproval by the members shall not be impaired.

SECTION 1. FINANCIAL OPERATION. The Cooperative operates on a Cooperative basis and allocates earnings and losses to members on the basis of the business done with or for such members. Thus, in accordance with Subchapter T of the Internal Revenue Code, the Cooperative may declare a patronage dividend to be distributed among the members in accordance with the total amount of patronage made by each such member during the preceding fiscal year. For Worker Members, patronage is defined as the number of hours worked; Creator Members, patronage is based on the total amount of sales; Consumer Members, patronage is defined as the total amount of purchases; for Investor Members, patronage is defined as the amount of investment.

SECTION 2. APPORTIONMENT OF LOSSES. All or any part of the net proceeds may be applied to losses incurred in prior years. In the best interests of the Cooperative, the Board may apportion losses.

SECTION 3. PATRONAGE REFUNDS TO MEMBERS. In the event that the Board decides to distribute all or part of net proceeds as patronage refunds to members, the following shall be distributed and paid to members, in accordance with the ratio of their patronage (hours worked, amount of sales, purchases, or amount of investment) to the total patronage (hours worked, amount of sales, purchases, or amount of investment by all members of the same circle), as follows:

  1. Reserves (retained equity). The Board may create reasonable reserves for necessary purposes to retain a portion of net proceeds in the Cooperative to help keep operations on a sound financial basis. The retained portion of the patronage refund is allocated to the member’s equity account and paid out at a later date.
  2. Patronage refunds. All remaining funds shall be distributed and paid to members.

SECTION 4. REGULAR REDEMPTION. If at any time the Board of Directors determines that the financial condition of the Cooperative will not be impaired by a redemption, equity credited to members’ accounts may be redeemed in full or in part. Any such redemption of equity shall be made in order of priority according to the year in which the equity was furnished and credited, the equity first received by the Cooperative being the first redeemed.

SECTION 5. DISCRETIONARY SPECIAL REDEMPTIONS. Notwithstanding any other provision of these Bylaws, the Board, at its absolute discretion, shall have the power to retire any equity credited to members’ accounts on such terms and conditions as may be agreed upon by the parties in any instance in which the interests of the Cooperative and its members are deemed to be furthered thereby and funds are determined by the Board to be available for such purposes.

SECTION 6. RESERVE FUND. A portion of the Cooperative’s net worth shall be maintained as a Reserve Fund that will serve to protect members and creditors from any operating losses that the Cooperative might incur. The Board of Directors will from time to time determine the proportion of the Cooperative’s surplus or deficit that will be allocated to the Reserve Fund, with the remainder of the surplus or loss to be allocated to individual members. The proportion of patronage allocations to be paid in cash and the proportion to be paid as a non-cash allocation to internal accounts shall be as periodically set by the Board of Directors.

SECTION 7. CONSENT TO TAKE PATRONAGE DISTRIBUTIONS INTO INCOME. Each person who hereafter applies for and is accepted into membership in this Cooperative and each member of this Cooperative as of the effective date of this bylaw who continues as a member after such date shall, by such act alone, consents that the amount of any distributions with respect to her or his patronage which are made in written notices of allocation (as defined in 26 U.S.C. §1388) and which are received by the member from this Cooperative, will be taken into account by the member at their stated dollar amount in the manner provided in 26 U.S.C. §1385(a) in the taxable year in which the written notices of allocation are received by the member.

SECTION 8. EQUITY RECORDS. The records of the Cooperative will be kept in such a manner that the patronage refunds and any retained equity (allocated or unallocated) of each member of the Cooperative may be determined at any time. Within eight and one half (8.5) months after the close of the Cooperative’s tax year, each member will receive a “written notice of allocation” which reports each member’s patronage refund and equity retained for the year.

  1. Equity redemption for terminating members. When a member terminates membership, the equity held within the Cooperative will be refunded, upon written request to the Board, in accordance with Board policy on equity redemption.
  2. Equity retirement for deceased members. Upon the death of a member, that member’s heirs or legal representative may request, in writing, the retirement of the deceased member’s equity account. The equity account will be redeemed in accordance with Board policy.
  3. Unclaimed equity. Any equity or Patronage Dividends which remain unclaimed five (5) years after the date authorized for redemption or retirement will be paid or distributed according to Hawai`i statutes in effect at that time for the disposition of unclaimed funds.
  4. Events of Forfeiture of Patronage. If the Cooperative distributes a Patronage Dividend to a member who (a) does not consent to include the Patronage Dividend in income as provided in Section 7 of this Article; or (b) is unable to receive distribution; or (c) cannot be located for redemption of such Patronage Dividend, such patronage shall revert back to the Cooperative and be applied to the Reserve Fund, as set forth in Section 6 of this Article.

SECTION 9. FINANCIAL REVIEW. The Cooperative’s financial accounts will be reviewed and reported on at least once per year by an independent auditor selected by the Board. An annual report including accounting information or appropriate summaries shall be available to the membership.

SECTION 1. RECORDS REQUIRED TO BE KEPT. The Cooperative shall keep in its principal data storage location:

  1. The original or a copy of its Articles and Bylaws as amended to date;
  2. Adequate and correct books and records of account;
  3. Minutes of the proceedings of its members, Board, and committees of the Board; and
  4. A record of its members, providing 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.

SECTION 2. INSPECTION RIGHTS.

  1. The Cooperative’s Bylaws and Articles shall be open to inspection by the members at all times.
  2. Any such inspection shall be digitally.
  3. The accounting books and records and minutes of proceedings of the members and the Board and committees of the Board shall be open to inspection upon the written demand on the Cooperative of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.
  4. 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 Cooperative.
  5. Other existing or developing Cooperative organizations may gain access to technological and organizational documents by applying to the Board of Directors, whose approval or denial shall be based on examination of the organization’s purpose and need.

SECTION 3. ANNUAL REPORT.

  1. The annual report shall be prepared no later than one hundred twenty (120) days after the close of the Cooperative’s fiscal year and shall be posted for public inspection and distributed to members at or before their next meeting.
  2. The annual report shall contain in appropriate detail:
    1. A balance sheet as of the end of the fiscal year;
    2. An income statement;
    3. A cash flow statement of the fiscal year;
    4. A statement of where the names and addresses of current members are located; and
    5. An annual statement of transactions and indemnifications to “interested persons” as defined by law.
  3. For fiscal years in which the Cooperative has (at any given time) over twenty-five (25) members, the Cooperative shall notify each member of his/her right to receive an annual financial report.
  4. The annual report shall be accompanied by any pertinent report by independent accountants.
  5. If there is no such report from an independent accountant, an authorized Officer of the Cooperative shall certify that the annual report was prepared from the books and records of the Cooperative, without audit.

SECTION 1. The initial Bylaws of the Cooperative shall be adopted by a three quarters (3/4) vote of the initial Board of Directors. After initial adoption, the Bylaws shall be reviewed by the Board of Directors on a bi-annual basis, to ensure that these Bylaws conform with the Cooperatives values and ideologies. Should amendment be necessary, the rules set forth herein shall apply.

SECTION 2. The Bylaws of the Cooperative may be amended by a three quarters (3/4) majority vote of members at any membership meeting of the Cooperative, except as provided in Section 3 below, provided that the amendment has been submitted by the Board of Directors or submitted to the Board and signed by five members of the Cooperative, and then included in writing in the notice of the member Meeting.

SECTION 3. All decisions to amend the Articles of Incorporation or these Bylaws shall be communicated to members at least thirty (30) days in advance electronically to the email address on file for each member.

SECTION 1. VOLUNTARY DISSOLUTION. At any member meeting held for the purpose of dissolving the Cooperative, the members may adopt a resolution of dissolution by the affirmative vote of not less than two-thirds (2/3rds) of the members votes cast on the proposal. Notice of the meeting shall be given to all members.

SECTION 2. INVOLUNTARY DISSOLUTION. The Board of Directors may adopt a resolution of dissolution in the following cases:

Section 2.1 When the Cooperative has been adjudged bankrupt or has made a general assignment for the benefit of creditors;

Section 2.2 By leave of the court, when a receiver has been appointed in a general creditors’ suit or in any suit in which the affairs of the Cooperative are to be wound up;

Section 2.3 When the Articles of Incorporation have been canceled for failing to file annual franchise or excise tax returns or to pay franchise and excise taxes and the Cooperative has not been nor desires to be reinstated; or

Section 2.4 When substantially all of the assets have been sold at judicial sale or otherwise. The Board of Directors shall be responsible for seeing the appropriate state filings are made and notices given.

SECTION 3. DISBURSEMENT OF ASSETS. Upon dissolution, the Board of Directors shall disburse the Cooperative’s assets in the following order; first, to pay the Cooperative’s debts and liabilities; second, to retire all equity furnished through patronage (member equity accounts) without priority on a pro rata basis; and third, to distribute the remaining property and assets of the Cooperative among the then existing members in the proportion in which the aggregate patronage of each member bears to the total patronage of all such members insofar as practical, unless otherwise provided by law.

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