Article I : Purpose
MKE Mesh Cooperative was formed to create a community owned and managed internet in the city of Milwaukee.
Article II: Mission
MKE Mesh Cooperative intends to create a neutral internet that is accessible to all. MKE Mesh is an alternative to the corporate internet service providers. Long term, the MKE Mesh Cooperative will be a vital part of a larger solidarity economy that empowers working people.
Article III: Membership
CLASSES OF MEMBERSHIP:
Section 1. Classes of Ownership. There are two classes of ownership. The worker class consists of all worker patrons of the cooperative as defined herein who have purchased a Worker Share. The consumer class consists of all consumer patrons of the cooperative as defined herein who have purchased a Consumer Share.
Section 2. Ownership Eligibility and Acceptance. Ownership in the cooperative shall be open to any person that supports the purposes of the cooperative as expressed in the Articles of Incorporation, these By-laws, and the policies of the cooperative, and who is a resident of the State OF WISCONSIN when the Ownership Share is purchased. An application shall be accepted unless the Board determines in its discretion that the interests of the cooperative would be better served by returning the subscription. All employees of this cooperative are eligible for Worker Ownership after a suitable vesting period. Any person eligible for Worker Ownership shall be ineligible for Consumer Ownership.
TERMINATION OF MEMBERSHIP:
i. Resignation – Members wishing to leave the Co-op must submit a written note to the secretary. Resigning members are responsible for fulfilling all outstanding obligations. The Class A membership stock is redeemable at the discretion of the Board of Directors.
ii. Involuntary termination – The board of directors may terminate an individual or organization’s membership for one of the following reasons:
1. Did not participate in the Co-op for one year or more
2. Violated terms of Co-op policy, board policy, product standards, or these bylaws
3. Acted contrary to the best interests of the Co-op. Members may be expelled for cause from the Co-op by a majority vote of the board of directors. The board may only terminate membership during a board meeting. The Class A membership stock is redeemable at the discretion of the Board of Directors.
Termination of membership will use the following procedure:
1. The board will send a certified letter 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.
When a Worker-owner voluntarily or involuntarily ends his or her work in the company, his or her ownership automatically ends and the ownership share shall be deemed transferred back to the corporation. Within fourteen days of termination, the company will pay for the owner’s share at its original price in cash, after offsetting against the share price any negative balance, if one exists, in the Internal Account for that member, any debts that member owes to the cooperative. If the owner’s Internal Account still has a negative balance, this negative balance will be debited against the Reserve Fund, thereby insuring that any operating losses do not accumulate so as to leave a Worker Owner owing money to the corporation when that owner retires or otherwise terminates his or her ownership. Any positive balance in the owner’s Internal Account for the retiring or terminating owner not represented by written notices of allocation and associated interest shall be paid in full by the corporation in cash or, at the election of the corporation, by means of the corporation’s promissory note payable on such terms as the Board of Directors shall determine, provided that the note be payable in full within six months of the termination date Board of Directors shall determine, provided that the note be payable in full within six months of the termination date, unless it would otherwise impair the Corporation’s finances.
Transferability: No Owner may sell, assign any interest in, or otherwise transfer his or her Ownership Share during the period of his or her membership in the corporation. All certificates representing 6 Ownership Shares shall, in accordance with the law, have a notation thereon referring to the restrictions governing the transfer of these shares.
MEMBER RIGHTS AND RESPONSIBILITIES
1) Be eligible for patronage refunds (see Finances section).
2) Participate in annual and special membership meetings.
3) Vote in elections for the board or on ballots.
4) Serve on the board of directors or on committees.
Membership Responsibilities Members are expected to participate in the activities of the Co-op, including, but not limited to the following:
1) Contribute to the Co-op’s capital by purchasing a membership shares.
2) Patronize the Co-op.
3) Know and understand the criteria for participation, product standards, bylaws, and policies of the Co-op.
4) Participate in any educational activities mandated by the board of directors or product committees.
5) Keep current on the activities and actions of the Co-op, attend annual and special member meetings, vote in elections, and respond to surveys.
6) Participate in committee work.
7) Share experience and provide member-to-member education as requested.
8) Assist in the development of new products or product uses.
9) Promote the Co-op and encourage others to become members.
10) Contact local, state, and federal representatives on issues related to the Co-op’s mission.
ANNUAL MEETING Annual meeting date and content:
1. Annual Meeting The annual meeting of the members of this Association shall be held in the State of Wisconsin, during the month of September or on such date as the board of directors may determine. The board shall designate the time and place of meetings.
1. The annual meeting shall be held no later than the 31st day of August or the last day of the fourth month after the close of the fiscal year. 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.
ANNUAL MEETING NOTICE:
Not less than thirty (30) days nor more than ninety (90) days’ notice shall be given before for each annual meeting. Meeting notices shall always be written, giving date, place, time, and agenda. The agenda for an annual meeting shall include a slate of director candidates and any by-law amendments that will be considered.
Special Meetings: Special meetings of the members of the Cooperative may be called at any time by order of the board of directors or by petition calling for membership meeting and specifying the agenda signed by 20% of the membership of the Cooperative. If such a petition is submitted, the secretary of the Cooperative shall schedule a membership meeting within 30 days, and within fourteen (14) days shall give written notification to the voting membership of the meeting time, date, and place as well as the business to be transacted. No business shall be transacted at any special meeting other than that referred to in the notice.
The rules of order at a membership meetings shall be the latest copy of Robert’s Rules of Order, unless in conflict with these by-laws or any special rules of order the cooperative may adopt, which shall supersede Robert’s Rules of Order.
A quorum of members at member meetings shall be twenty-five percent (25%) of the first 100 members plus 5% of additional members, subject to the limitations in §185.14, Wisconsin Statutes. For purposes of establishing a quorum at member meetings, all signed mail-in ballots may be counted in computing a quorum. Or Owners represented by signed ballot shall be counted in computing a quorum but only on those questions on which the ballot or signed vote is taken.
Each member shall be entitled to only one vote. Voting shall be permitted by mail, e-mail, or in person. Proxy voting shall be allowed. Each proxy shall be in writing, signed by the voting member and no members shall vote more than one proxy.
Designated vote for organizational members Members that are not natural persons (such as organizations, businesses, or households) must designate a representative authorized to cast a single vote on Co-op issues. These members may also designate an alternative representative. 1. The designation must be in writing.
2. The designation must be provided to the secretary at or before the member meeting.
3. The written designation will remain effective until it is replaced by a more recent written designation.
NUMBER, QUALIFICATIONS AND COMPOSITION OF DIRECTORS:
Number and Qualifications of Directors The Association shall have a board of directors of between five and eleven members; provided, however, if the Association has fewer than five members, the number of directors shall equal the number of members. Each director shall be a designated voting member of this Association in good standing.
POWERS AND SPECIFIC DUTIES OF THE BOARD:
Powers of the Board – [Chapter 185.31(1)] All powers of the Cooperative, except those reserved to the Members, shall be exercised by or under the authority of the board. The board of directors will set, implement, and interpret policies to further the mission of the Co-op.
TERMS OF DIRECTORS:
Board terms – [See 185.31(3)] 14 Directors will be elected by the members at annual membership meetings or at a special member meeting called to fill a vacancy.
1. Directors will serve for three (3) year terms.
2. Terms are staggered to preserve the continuity of governance. (In electing the first board, two directors shall be elected for a one year term, two directors for a two year term, and three directors for a three year term.)
TERMS LIMITS: Section 5.3 – Limit on Terms Served: No director after having served for three (3) consecutive full terms shall be eligible to succeed himself or herself, but after a lapse of one (1) year shall again be eligible.
HOW ELECTIONS ARE CONDUCTED- Section 4. Election of Directors. Directors will be elected at the Annual Meeting of the Owners. Owners may vote only for the directors representing the class of ownership share which they own. Owners unable to attend the Annual Meeting may vote with a signed absentee ballot or electronic ballot received by the time of the vote. Directors shall be elected by a simple majority of the class she/he represents.
Vacancies occurring on the Board of Directors, except any caused by removal by the cooperative members, shall be filled by appointment by the remaining directors until the next Annual Meeting of members of the cooperative.
REMOVAL OF DIRECTORS
Removal of Directors. Any elected director may he removed from office with or without cause by a vote of not less than two-thirds of the membership class from which the director had been elected. Any appointed director may be removed from office with or without cause by a majority vote of the other directors, provided that at least one director from each class of elected directors votes in favor of the removal.
Reimbursement and compensation – [See 185.36]
The Cooperative will reimburse board members for reasonable expenses connected with fulfilling board of director duties.
1. Compensation, if any, for board members will be determined by members at annual or special membership meetings.
2. No board director may vote upon reimbursement for their services.
Conflict of interest
1. It shall be the duty of all board directors to make prompt and full disclosure to the board of any personal, professional, or financial conflict of interest in a matter under discussion.
2. A board member shall not participate in any vote on any matter in which the director has a conflict of interest as defined in these by-laws or by the board.
3. Directors will follow the board’s conflict of interest policy.
The directors shall hold their first Board meeting immediately after the annual meeting. The president may call a meeting at any time and shall do so upon the demand of a majority of the directors. The Board shall determine a regular schedule of meetings sufficient to meet the needs of the cooperative.
MEETING NOTICE, QUORUM etc.
Notice of Board Meetings Oral, written, or electronic notice of each meeting of the board of directors shall be given each director by, or under the supervision of, the secretary of the Association prior to the time of meeting. But such notice may be waived by any director, and their appearance at a meeting shall constitute a waiver of notice.
A majority of the directors in office shall constitute a quorum for transaction of business. An act of the majority of the directors present at a meeting at which a quorum is present shall be an act of the board.
Article VI. Officers and Committees of the Board
The Board shall elect from their number a President, Vice President, Secretary and a Treasurer. The roles shall rotate annually unless an objection occurs.
A. 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 certificates of stock and all contracts and other instruments, unless otherwise authorized by the Board. The President shall be an ex-officio member of all committees.
B. 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.
C. 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.
D. 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
Committees – 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.
Article VII. Financial operations and patronage allocation
This corporation operates on a cooperative basis and allocates earnings and losses to patron-owners on the basis of the business done with or for such patrons. Thus, in accordance with Subchapter T of the Internal Revenue Code, this corporation may declare a patronage dividend to be distributed among the owners in accordance with the total amount of patronage made by each such patron during the preceding fiscal year. For consumer owners, patronage is defined as the total amount of purchases; for worker owners, patronage is defined as the total number of hours worked.
The Association shall maintain a Capital Reserve for the purpose of providing a reserve against which it may charge losses and other charges that could be charged against the surplus of a business corporation for profit.
Consent to patronage distributions:
Consent to Take Patronage Distributions Into Income. Each person who hereafter applies for and is accepted into ownership in this Cooperative and each owner of this Cooperative as of the effective date of this bylaw who continues as a owner 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 26U.S.C. §1388) and which are received by the owner from this Cooperative, will be taken into account by the owner 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 owner.
Equity Records: All cooperatives must keep timely and accurate records of their members’ equity and many have bylaws to that effect. Some also address such issues as unclaimed equity: D. Equity records [From the IRS code] The records of the Co-op will be kept in such a manner that the patronage refunds and any retained capital equity (allocated or unallocated) of each member of the Cooperative may be determined at any time. Within 8.5 months after the close of the Co-op’s tax year, each patron (member) will receive a “written notice of allocation” which reports each member’s patronage refund and capital retained for the year.
Article VIII. AMENDMENTS
SECTION 1. The initial By-Laws of the MKE Mesh Cooperative shall be adopted by a 3/4 vote of the initial Board of Directors.
SECTION 2. The By-Laws of the MKE Mesh Cooperative may be amended by a 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. Amendments to Article II of these By-Laws shall be approved by a 3/4 vote of each district of members 9+at any membership meeting in the manner provided in Section 2 of this Article IV.
Article IX. Dissolution
Voluntary dissolution [See 185.71]
At any member meeting, whether or not a quorum is present, the co-op may dissolve if:
1. Proper notice. Notice that a resolution for dissolution will be considered and acted upon has been included in the notice of meeting; and 2. ¾ member vote. The resolution is approved by three-fourths of the member votes cast. Stockholders may vote on the resolution for dissolution if authorized by the Articles of Incorporation. When the resolution is adopted, either a committee designated by the resolution or the board shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles, and the bylaws. The board will submit articles of dissolution to the Wisconsin Department of Financial Institutions in accordance with chapter 185.71 of the Wisconsin Statutes. B. Involuntary dissolution [See 185.72] In the event of a decree by a circuit court that the Cooperative must be involuntarily dissolved, the Cooperative will follow chapter 185.72 of the Wisconsin Statutes.