Mountain People’s Cooperative, Inc.
dba Mountain People’s Market
Morgantown, WV


Official Bylaws
Adopted at 4/28/1988 General Member Meeting
Revised 4/25/2005


Article I: Name and Principal Office

The name of this corporation is the Mountain People’s Cooperative, Inc., dba Mountain People’s Market, hereafter designated as MPC. Its principal office shall be at 1400 University Avenue, Morgantown, Monongalia County, West Virginia or such other place as may be designated.

Article II: Objectives

Section 1. The primary objective of MPC is to provide healthful and nutritious foods and supplies to its members at the lowest cost consistent with sound economy and good management.

Section 2. Secondary objectives include abut are not limited to:
A. Offering the same healthful and nutritious foods to the community at large in either wholesale or retail outlets
B. Providing information to the public about food and food-related issues

Section 3. As found necessary to perform the preceding objectives, the cooperative may as needed:
A. Establish policies and procedures necessary for the management of the organization, its physical facilities, its staff and members
B. Solicit and accept loans and donations of money, labor, and materials toward achieving the foregoing purposes

Article III: Membership

Section 1. Any person may become a member of MPC by paying the required member deposit. The amount of the membership deposit is determined by the Board and management. Benefits of membership include but are not limited to:
A. Discounts on retail and wholesales purchases from MPC
B. The right to vote at member meetings
C. The right to vote and to run for the Board of Directors

Section 2. Non-members who are 65 years of age or older may receive a discount as specified by the Board and management.
Section 3. Other organizations who wish to purchase from the co-op may receive a discount as specified by the Board and management.

Article IV: Member Meetings

Section 1. Member meetings shall be held at least twice yearly, one during April and one during October. The October meeting shall primarily be concerned with the annual report for the preceding fiscal year of July 1 – June 30. The April meeting shall be primarily concerned with the nomination and approval of candidates for the Board of Directors election.

Section 2. Special member meetings may be called by the request of the Board of Directors or by a petition signed by a minimum of 5% of the members.


Section 3. Notice of member meetings shall be posted for two weeks in the store along with any agenda items requiring a member vote.

Section 4. Decisions made at member meetings will be made by simple majority vote

Section 5. Minutes from member meetings shall be posted in the store

Article V: Board of Directors

The administration of MPC shall be vested in a Board of Directors (BoD).

Section 1. The BoD shall consist of the manager and nine elected members, one of whom may be a staff member.

Section 2. The responsibilities of the BoD shall include the following:
A. Provide overall direction for the co-op on behalf of the membership
B. Ensure sound management of the co-op through the hiring and evaluation of a general manager
C. Establish organizational policies that are consistent with these bylaws and the nationally recognized cooperative principles
D. Establish systems for informing members of co-op business and allowing them to provide input into plans. Present progress reports at member meetings.
E. Create any committees as may be necessary to carry out the goals of the co-op
F. Sign legal documents as necessary to facilitate co-op business

Section 3. Any cooperative member is eligible to run for the Board.



Section 4. Nominations can be made by any member of MPC. A box will be placed in the store to receive nominations for four weeks. Each candidate will fill out a questionnaire, the response to which will be presented at the spring member meeting and posted in the store during the election.

Section 5. Voting will continue for two weeks at the store. A store worker will check off each member’s name after s/he has voted. A person or committee delegated by the Board shall oversee the election and count the votes.

Section 6. Term of office – Board members shall serve a term of three years. They are eligible to serve consecutive terms.

Section 7. Resignation – Absence without leave from two consecutive monthly Board meetings will be considered voluntary resignation.

Section 8. Removal from office – A Board member may be removed from office for good cause if the following conditions are met:
A. Written notice is given to the BoD member ten days prior to public notice of a special member meeting
B. The Board member has a chance to refute any charges at a member meeting
C. A simple majority vote is cast at the meeting to remove the Board member

Section 9. Any BoD vacancies can be filled by appointment from the Board until the next annual election occurs.

Section 10. Board meetings shall occur at least once a month and are open to members and staff unless otherwise requested by the Board. Manager reports will be reviewed monthly and financial reports shall be reviewed as available, at least quarterly.

Section 11. Decisions shall be made by a simple majority agreement.

Section 12. Compensation – Board members may receive a higher discount on store purchases than non-working members.

Section 13. The Board will select one of its members to fill each of the following positions for the term of one year. Duties shall be as described or as otherwise designated by the Board.
A. President – With input from the store manager, the president will plan the agenda for each Board meeting and will conduct Board and member meetings. The president is the principal executive officer, acting in conjunction wit the store manager. The president will oversee and coordinate all Board activities. The manager and any staff worker on the BoD are excluded from holding this position.
B. Vice-president – The person in this position will assist the president with all of the above duties and fulfill them in the president’s absence. The vice-president will coordinate special events such as fundraisers and work parties.
C. Treasurer – The treasurer will work with the manager if necessary to ensure that accurate financial statements are produced in a timely manner. S/he will assist in communicating and interpreting financial information to the Board and to the members for use in planning.
D. Secretary – The secretary will take minutes at all Board and member meetings and distribute them to Board members and post them in the store. The secretary may also maintain files in the store office of such minutes and other Board information as necessary.

Section 14. The following positions will be assigned by the BoD as necessary:
A. Newsletter Coordinator – The newsletter coordinator will see that a newsletter is published on a regular basis to provide product and nutritional information and to keep members informed of current co-op activities.
B. Staff Liaison – This person shall act as a liaison between paid and volunteer staff and the manager, and will work to resolve any problems, bringing them to the attention of the Board if necessary.
C. Membership Coordinator – The membership coordinator shall ensure that the membership roster is kept current and will coordinate membership drives.
D. Marketing Coordinator – The marketing coordinator will assist the manager in devising and implementing a marketing strategy.

Article VI: The Manager

Section 1. A general manager shall be hired by the Board wit the responsibility to run the day to day operations of the store including the following duties:
A. Do financial management and planning
B. Recruit, hire, fire, train, schedule, and supervise personnel according to established personnel procedures
C. Implement policies of the BoD and the membership

Section 2. Compensation – The manager may receive a higher discount on store purchases than non-working members.

Article VII: Indemnification

MPC shall hold harmless directors, the manager and paid and volunteer staff against liability to the extent that their acts or omissions were performed in their official capacity and were based on good faith and business judgments.

Article VIII: Amendments

These bylaws and the Agreement of Incorporation may be amended by a two-thirds majority vote of members attending a member meeting provided that notice of the meeting was posted in the store at least two weeks prior to the member meeting.


Article IX: Veto

Section 1. Members may veto a BoD decision by a two-thirds majority provided that half of the total current membership is present at the meeting and provided that notice of any proposed veto be posted in the MPC store at least two weeks prior to the general member meeting.

Section 2. Member initiatives and vetoes may be overridden provided that nine out of the ten BoD members vote for the veto. If there are only nine current members on the Board, eight of them must approve the veto.

Section 3. The Board veto could then be overridden by a majority vote of the entire current membership. The membership vote will be done by in-store balloting for a period of thirty days.