Bylaws of
Meadville Doggie Daycare Co-op, Inc.
Article I
Organization
Section 1.01 Name.
The name of the organization shall be Meadville Doggie Daycare Co-op, Inc. (referred to herein as the “Cooperative”).
Section 1.02 Relevant Law.
These Bylaws contain the rules by which the Cooperative will govern its internal affairs and the methods by which it will evidence its external actions. These Bylaws have been prepared in accordance with the provisions of the Pennsylvania Cooperative Corporation Law of 1988 (referred to herein as the “Act”), and the applicable provisions of the Pennsylvania Business Corporation Law of 1988.
Section 1.03 Purposes of the Cooperative.
The Cooperative is organized under the Act for the purposes to co-own, patronize, and share in the governance and engage broadly in incidental activities related to a dog daycare that operates on a cooperative basis, in alignment with the seven cooperative principles, for their mutual benefit. In furtherance of the foregoing purposes, and in addition to the foregoing purposes, the Cooperative shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon a cooperative organized under the laws of Pennsylvania. In addition, it may do everything necessary, suitable, proper, convenient or expedient for the accomplishment of any of its cooperative purposes, in Pennsylvania or elsewhere.
The purpose of the Cooperative is to operate a dog daycare cooperative so that members can access supervision and care for their dogs. The Meadville Doggie Daycare Co-op is a pet-parent-owned cooperative dedicated to quality pet care, community building, and sustainable operations. By fostering strong cooperative relationships, the Meadville Doggie Daycare Co-op creates a thriving space where pets, owners, and caregivers flourish together.
Section 1.04 Principal Office.
The principal office of the Cooperative shall be located at 753 Alden St., Meadville, PA 16335. The Board of Directors of the Cooperative (referred to herein as the “Board”) may change the principal office of the Cooperative from time to time.
Article 2
Membership
Section 2.01 Membership Organization
The Cooperative shall operate on a cooperative basis, with earnings and losses allocated on the basis of patronage and with voting by members in accordance with the Articles of Incorporation and these Bylaws.
Section 2.02 Membership Stock
There shall be one class of membership stock. Each member shall own one and only one share of membership stock. Only members may own membership stock, except that, in the event of the death of a member, their estate may hold their share of membership stock pending repurchase by the Cooperative.
The cost and terms of a share of membership stock shall be determined by the Board from time to time, and such cost is designated as the “membership fee.” A membership may be issued upon payment of part of the membership fee and compliance with an agreement to pay the balance.
Membership stock shall be uncertificated, that is, recorded and kept within the records of the Cooperative and each Member.
Section 2.03 Membership Eligibility
Membership in the Cooperative shall be open to any individual who is in accord with the Cooperative’s purposes and mission and is willing to accept the responsibilities of membership as prescribed by the Board, Membership Agreements, and other governing documents of the Cooperative. Membership shall be limited to persons who (1) patronize the Cooperative by successfully enrolling their dog(s) in daycare services; (2) have signed a membership agreement with the Cooperative; (3) are 18 years of age or older; (4) have been approved by the Board or its designee; and (5) have paid the membership fee, in full or in part.
Section 2.04 Nondiscrimination
Membership shall be open without regard to any characteristic that does not directly pertain to a person’s eligibility.
Section 2.05 Rights
Members have the right to elect the Cooperative’s Board, to attend meetings of the Board, to receive notice of and attend membership meetings, to approve profit allocations, and to approve amendments to these Bylaws. Other than the rights specified herein, management of the Cooperative shall be vested in the Board and staff. A member who has not fully paid their financial obligations to the Cooperative shall not be eligible to be elected as a Director, or to serve as a Director.
Section 2.06 Responsibilities
Members’ responsibilities include supporting the Cooperative through their patronage, keeping their contact information current on the Cooperative’s records, and abiding by the policies and procedures adopted by the Board. In order to acquire and maintain membership in good standing, a person shall provide such amount of capital as is determined by the Board. A member shall become delinquent if the member fails to meet the financial obligations to the Cooperative, as set forth in these Bylaws and/or the Policy Statement, within thirty days of notice thereof and may be placed into inactive status, in which case their membership may be terminated in accordance with Section 2.07. In order to maintain active membership in the Cooperative, members shall keep current in equity investments due to the Cooperative, and shall abide by these Bylaws and the decisions of the membership and the Board. References in these Bylaws to the rights of members shall be understood to refer only to active members in good standing.
Section 2.07 Membership Termination
The Board may terminate the membership of any member for any reason. The Board shall adopt policies and procedures, in its sole discretion, to govern the termination process. Upon the voluntary or involuntary termination of a member’s membership, the Cooperative shall redeem their membership share for no consideration in accordance with Article Three.
Section 2.08 Transfer Restrictions
No share of membership stock or any interest therein may be sold, assigned, or otherwise transferred, voluntarily or involuntarily, by operation of law or otherwise, except for a transfer to the Cooperative. No member shall hold more than one membership in the Cooperative.
Section 2.09 Access to Information
Members shall be provided reasonably adequate information as to the organizational and financial affairs of the Cooperative at reasonable times and for proper purposes, with appropriate limitations as determined by the Board.
Section 2.10 Settlement of Disputes
In any dispute between the Cooperative and a member or former member that involves normal membership transactions and that cannot be resolved through informal negotiation, it shall be the policy of the Cooperative to use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.
Section 2.11 Property Interest of Members
Members shall have no individual or separate interest in the property or assets of the Cooperative except, upon dissolution, after (a) all debts and liabilities of the Cooperative shall have been paid, and (b) all capital furnished through patronage shall have been returned. Any remaining property and assets of the Cooperative shall be distributed among the members and former members in the proportion which the aggregate contributed patronage capital of each bears to the total contributed patronage capital of all members and former members.
Article 3
Apportionment And Distribution
Section 3.01 Calculation of Net Proceeds, Savings, or Losses
The Cooperative’s net proceeds, savings, or losses for each fiscal year shall be determined by the Board in accordance with generally accepted accounting principles and will be prepared as a report for membership annually.
Section 3.02 Allocation of Net Proceeds or Savings
In the event the Cooperative realizes net proceeds or savings on patronage during any fiscal year, the membership shall vote on the use of such proceeds or savings. Uses may include capital/facility investments, a donation to charity, or allocation to members. In the event that membership elects to apportion proceeds or savings among the members, apportionment will be calculated in such a manner as to qualify them as patronage dividends consistent with cooperative principles, applicable state and federal laws and generally accepted accounting principles.
Section 3.03 Distribution of Net Proceeds or Savings
The Cooperative may distribute the net proceeds or savings allocated to members as patronage refunds, either in cash or other forms, as determined by the Board.
The Board may establish a minimum threshold for patronage refunds. If a member’s allocated patronage refund is below the minimum threshold, the Cooperative may retain the amount and allocate it to the general reserve fund.
Section 3.04 Allocation of Net Losses
In the event the Cooperative incurs a net loss during any fiscal year, such net loss shall be apportioned as determined by the Board among the general reserve fund and/or the members in proportion to their patronage during the fiscal year in which the net loss occurred. There shall be no right of assessment against members for the purpose of covering net losses and providing sufficient working capital unless approved by the membership at a special meeting.
Section 3.05 Charging of Net Losses
The Cooperative may charge the net losses allocated to each member against any amounts otherwise payable to the member, such as patronage refunds or other distributions.
If a member’s allocated net loss exceeds the amount available for charging, the excess net loss shall be carried forward and charged against the member’s future patronage refunds or other distributions in subsequent fiscal years until the entire net loss has been charged.
Section 3.06 Consent of members.
By obtaining or retaining membership in the Cooperative, each member shall be deemed to consent to take into account, in the manner and to the extent required by federal and state tax law, any patronage refund received from the Cooperative.
Section 3.07 Retained amounts.
Patronage dividends not currently distributed by check or rebate shall be credited or charged to revolving capital accounts in the names of recipient members. Retained patronage dividends shall accrue no dividend or interest. Retained amounts that are no longer needed for capital purposes of the Cooperative may be redeemed in such amounts and at such times as may be determined by the Board. At that time they shall be redeemed only in the order of the oldest outstanding amounts and only on a ratable basis among such amounts for each fiscal year, except that redemptions may be made payable only to members who are then in good standing or become so within a period of time determined by the Board.
Section 3.08 Nonrefundable, Nonredeemable Membership Shares
Upon termination of membership in accordance with these Bylaws, the membership share held by the terminated member shall not be refundable nor redeemable. Members may appeal nonrefundability to the Board in extraordinary circumstances.
Article 4
Member Meetings
Section 4.01 Annual Meeting
A membership meeting shall be held each year at a time and place to be determined by the Board. The purpose of such meetings shall be to hear reports on operations and finances, to review policy issues that vitally affect the Cooperative, to elect Directors as set forth in Article V, and to transact such other business as may come before the meeting. The failure to hold an annual meeting on the stated date will not affect the validity of any action of the Cooperative.
Section 4.02 Special Meetings
The Board shall cause a special meeting of the membership to be called upon either a majority vote of the Board, or the written petition of at least twenty percent (20%) of members. The notice of meeting shall be issued within thirty (30) days after the presentation of the petition to the Board. No business shall be conducted at that special meeting except that specified in the notice of meeting.
Section 4.04 Meeting Notice
Notice of the date, time, place and purpose of each meeting of the membership shall be given by, or at the direction of, the Secretary or other authorized person to each member of record entitled to vote at the meeting at least thirty (30) days prior to the day named for a meeting that will consider a fundamental change under Chapter 19 of the Business Corporation Law of 1988 (relating to fundamental changes); or at least five (5) days prior to the day named for the meeting in any other case. Any notice of a meeting of the membership shall be given to the person either personally or by sending a copy thereof:
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By first class or express mail to the member's postal address appearing on the books of the Cooperative. Notice under this subparagraph shall be deemed to have been given to the member entitled thereto when deposited in the United States mail or with a courier service for delivery to that member; or,
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By e-mail or other electronic communication to the member's address for e-mail or other electronic communications supplied by the member to the Cooperative for the purpose of notice. Notice under this subparagraph shall be deemed to have been given to the member entitled thereto when sent.
Section 4.05 Quorum
Those members present at any annual or special member meeting of the Cooperative constitute a quorum at the meeting. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members present in person at the meeting or participating remotely.
Section 4.06 Conduct of Meetings
The President of the Cooperative will preside over member meetings or, if they are not present, by a chairperson elected at the meeting. The Secretary of the Cooperative will act as secretary of the meeting. In the absence of the Secretary, the presiding officer may appoint a person to act as secretary of the meeting.
Section 4.07 Voting
Each member is entitled to one vote with respect to a matter that is subject to a vote at any member meeting. Members may not vote by proxy and must be present to cast their votes.
Section 4.08 Remote Participation at Member Meetings
Members may participate in meetings of the members and shall be deemed to be present at such meetings as though physically present if they are participating by means of a conference telephone, internet-based video conference or similar communications equipment by which all persons participating at the meeting can hear each other and respond to matters properly brought before the meeting. Members participating by such communications means shall be deemed present for all purposes including determination of quorum.
Article 5
Board of Directors
Section 5.01 General Powers
Except as otherwise provided by the Articles of Incorporation, the property and business of the Cooperative will be managed under the direction of the Board.
Section 5.02 Number, Staggering, and Terms of Office
(a) Number of Directors
The five (5) Directors named in the Articles of Incorporation shall serve as the Board of Directors until the first annual meeting of the membership, or until their successors are duly elected and qualified. Thereafter, the Board shall consist of an odd number of directors with no fewer than five (5) and no more than nine (9) directors.
The Manager shall serve as a non-voting ex-officio director.
(b) Staggering of Directors
The Board shall be and is divided into two groups, as nearly equal in number as possible, designated group 1 and group 2. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each group shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.
(c) Terms of Office
Each director shall serve for a two-year term, ending on the date of the second annual member meeting following the annual member meeting at which such director was elected. Each director initially appointed to group 1, however, shall serve for an initial term expiring at the Cooperative’s first annual member meeting following the date these bylaws, and, therefore, this provision, becomes effective. This initial term qualifies as a partial term and shall not count toward the maximum consecutive terms. Notwithstanding the foregoing, the term of each director shall continue until the annual member meeting whereby the director’s term would expire or the director is re-elected to the Board.
No individual shall serve more than four full consecutive terms as a director. Any individual who has served the maximum of four consecutive terms shall be required to take a hiatus of one full term before being nominated or elected again. If an individual is elected or appointed to the Board to fill a vacancy for a partial term, such partial term shall not count toward the maximum consecutive terms provided that the duration of the partial term is less than one year. The term limits and hiatus requirements set forth in this Section shall not affect an individual’s eligibility to serve the Cooperative in any capacity other than as a director.
Section 5.03 Filling Vacancies
If a vacancy in the Board arises for any reason, the remaining directors, by majority vote, may elect a successor to hold office for the unexpired portion of the remaining term. The newly elected director will hold office until the election of their successor, or until resigning or being removed before the end of the term by an affirmative vote of a majority of the members.
Similarly, if the number of directors is increased as provided in these Bylaws, the additional directors will be elected by the Board already in office, and will hold office until the next annual meeting of members and thereafter until their successors are elected.
A director may be removed upon a majority vote of all members voting in person thereon at a duly called member meeting if written reasons for removal of the director are included in the notice of the meeting and the director whose removal is sought has had an opportunity to answer the reasons at the meeting. The written statement of reasons for removal shall be filed with the minutes of the meeting.
Section 5.04 Meeting Location
Regular meetings of the Board shall be held at a time and place as the Board shall determine.
Section 5.05 Meeting Electronically
Members of the Board may participate in a meeting by means of conference telephone or other similar electronic communications equipment if all of the persons participating in the meeting can hear and speak to each other at the same time. Participating in a meeting in this manner is the same as presence in person at a meeting for all purposes of these Bylaws.
Section 5.06 Annual and Regular Meetings
An annual meeting of the Board will be held without notice other than this Bylaw immediately after the annual meeting of members for the purpose of electing the Officers. The Board may provide by resolution the time and place for holding additional regular meetings without notice other than the resolution. The Board may transact any business at a regular meeting. Attendance at Board meetings is open to the general membership, but the Board in its sole discretion may limit member participation. The Board may meet in closed session when it determines that such a session is appropriate.
Section 5.07 Special Meetings
Special meetings of the Board will be held whenever called by direction of the President. Special meetings may be called by the President or the Secretary upon written request of a majority of the Board. The Secretary must give notice of each special meeting of the Board by sending notice via mail or email to each director at least three days before the meeting. Any director may waive receipt of notice. The Board must confine the business transacted at all special meetings to the purpose stated in the meeting notice.
Section 5.08 Quorum
Sixty percent (60%) of the current Board members shall constitute a quorum.
Section 5.09 Voting
At all Board meetings, every director entitled to vote will have one vote. The act of the majority of the directors present at a meeting at which a quorum is present will be the act of the Board unless a different number is provided by applicable law, the Articles of Incorporation, or these Bylaws.
Section 5.10 Action Without Meeting by Written Consents
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting when written consents setting forth the action taken are signed by all of the directors entitled to vote with respect to the subject matter. These consents will have the same force and effect as the unanimous vote of the directors at a meeting duly held. The Secretary must file the consents with the minutes of the meetings of the Board.
Section 5.11 Director Conflict of Interest
(a) Conflict-of-interest Transaction
A conflict-of-interest transaction is a transaction with the Cooperative, other than in the ordinary course of business for which the Cooperative is organized, whether or not on a patronage basis, in which a director of the Cooperative has a direct or indirect interest. A conflict-of-interest transaction is not voidable by the Cooperative solely because of the director’s interest in the transaction if any one of the following is true:
(1) Material Facts Disclosed to Board
The material facts of the transaction and the director’s interest were disclosed or known to the Board or a committee of the Board and the Board or committee authorized, approved, or ratified the transaction;
(2) Material Facts Disclosed to Members
The material facts of the transaction and the director’s interest were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction; or
(3) Fair to Cooperative
The transaction was fair to the Cooperative.
(b) Indirect Interest
For purposes of this Section, and without limiting the interests that may create conflict-of-interest transactions, a director of the Cooperative has an indirect interest in a transaction if:
(1) Material Financial Interest in Another Party to the Transaction
Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or
(2) Officer in Another Party to the Transaction
Another entity of which the director is a director, officer, or trustee is a party to the transaction and the transaction is or should be considered by the Board.
(c) Approval of Conflict-of-interest Transaction
For purposes of Subsection (a)(1) of this Section, a conflict-of-interest transaction will be approved if it receives the affirmative vote of a majority of the directors on the Board, or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be approved under this Section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to approve the transaction, a quorum is present for taking action under this Section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under Subsection (a)(1) of this Section if the transaction is otherwise approved under that Subsection.
For purposes of Subsection (a)(2) of this Section, a conflict-of-interest transaction will be approved if it receives the vote of a majority of the member votes entitled to be counted under this Subsection. Any director who is a member who has a direct or indirect interest in the transaction, and any votes by a member under the control of an entity described in Subsection (b)(1) of this Section may be counted in a vote of members to determine whether to approve a conflict-of-interest transaction under Subsection (a)(2) of this Section. A majority of the members, whether or not present, that are entitled to be counted in a vote on the transaction under this Subsection constitutes a quorum for taking action under this Section.
Article 6
Committees of the Board
Section 6.01 Committees
The Board may create one or more committees of the Board and appoint directors to serve on those committees. A committee may be composed of a single director. Members from the general membership may serve on committees. The Committee shall have such powers as are designated by the Board.
Section 6.02 Changes of Size and Function
Subject to applicable law, the Board will have the authority at any time to (1) change the number of committee members, (2) fill committee vacancies, (3) change any committee members and the committee’s duties and authority, and (4) terminate the existence of a committee.
Section 6.03 Conduct of Meetings
Each committee will conduct its meetings in accordance with the applicable provisions of these Bylaws relating to meetings and action without meetings of the Board. Each committee may adopt any further rules regarding its conduct, keep meeting minutes and other records, and appoint subcommittees as it deems appropriate.
Article 7
Officers
Section 7.01 Election and Tenure
The officers of the Cooperative will be a President, a Vice President, a Secretary, and a Treasurer. The officers will be elected annually by the Board at its first meeting following the annual meeting of the members. All officers must be directors. The roles of Secretary and Treasurer may be combined in one person, but no officer may sign, acknowledge, or verify any instrument in more than one capacity if the law or these Bylaws require the instrument to be executed, acknowledged, or verified by two or more officers.
Any officer may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served thereby.
Section 7.02 President
The President must be a voting director and a member in good standing. Unless otherwise determined by the Board, the President will, subject to the control of the Board, be responsible for the general operation of the Cooperative. The President will have any other duties and responsibilities prescribed by the Board. The President will preside at all member meetings. The President may sign and execute all authorized bonds, contracts, or other obligations in the Cooperative’s name.
Section 7.03 Vice President
In the absence of the President or in the event of her/his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to her/him by the President or the Board.
Section 7.03 Secretary
The Secretary will give or cause to be given notice of all meetings of members and directors and all other notices required by law or by these Bylaws. In the Secretary’s absence, refusal, or neglect, the President may direct any person to give this notice. The Secretary must record all the member and Board meeting proceedings in books provided for that purpose, and shall perform all other duties assigned by the Board or the President. The Secretary shall act as custodian of the records of the Cooperative and keep a register of the post office address and other contact information of each member which shall be furnished to the Secretary by such member. Jointly with the Treasurer, the Secretary will maintain records of members and their patronage of the Cooperative. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board and the President.
Section 7.04 Treasurer
The Treasurer will have custody of all the funds and securities of the Cooperative, and they will oversee the keeping of full and accurate account of receipts and disbursements in books belonging to the Cooperative. The Treasurer will see to the deposit of all monies and other valuables in the name and to the credit of the Cooperative in the depository or depositories designated by the Board. Jointly with the Secretary, the Treasurer will maintain records of members and their patronage of the Cooperative. The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board and the President.
Article 8
Fiscal Policy
Section 8.01 Fiscal year
The fiscal year of the Cooperative shall run for a period of 52 weeks, ending on December 31 of each year.
Section 8.02 Contracts
Except as otherwise provided in these bylaws, the Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cooperative, and such authority may be general or confined to specific instances.
Section 8.03 Checks, Drafts, etc.
All checks, drafts, wire transfers or other orders for the payment of money shall be signed by the Treasurer, or such other Officer as the Board, by resolution may designate. The Board shall approve, by Resolution, a limit on the amount of a check or withdrawal that can be made by the Treasurer without the signature of a second Officer. Any check or withdrawal above that amount must be signed by the Treasurer and one other Officer, or two Officers if the Treasurer is not available. All notes, bonds or other evidences of indebtedness issued in the name of the Cooperative to a lending institution shall be signed by the President and the Secretary after approval by the Board of Directors.
Section 8.04 Deposits
All funds of the Cooperative shall be deposited to the credit of the Cooperative in such banks or financial institutions as the Board may select.
Section 8.05 Loans
No loans may be contracted on behalf of the Cooperative and no evidences of indebtedness may be issued in its name unless authorized by a resolution of the Board. The authority granted in the resolution may be general or confined to specific instances. The terms of any loans made by a Member to the Cooperative shall be approved by the Board of Directors and shall be consistent with the Cooperative’s Administrative Policies, Regulations, Rules and Procedures. The Member Loan documents shall be executed by the President and Secretary, or by such other persons designated by a resolution approved by the Board of Directors.
Article 9
Indemnification
Section 9.01 Indemnifying Officers and Directors Against Third-Party Lawsuits
The Cooperative will indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending, or completed legal action—civil, criminal, administrative, or investigative—because they are or were a director or officer of the Cooperative, or are or were serving at the request of the Cooperative as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. This indemnity is against expenses—including attorney’s fees, judgments, fines, and settlement amount — actually paid and reasonably incurred by them in connection with the legal action if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Cooperative, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. This indemnity does not extend to an action by or in the right of the Cooperative.
Section 9.02 Discretionary Indemnification of Employees
The Board of the Cooperative may extend, on a case-by-case basis, the indemnification provided in Section 9.01 of this Article to any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed legal action because they are or were an employee or agent of the Cooperative other than a director or officer of the Cooperative. Despite the foregoing, the Cooperative will be obligated to indemnify against expenses, including attorney’s fees, actually and reasonably incurred by an employee or agent as a result of a legal action described in Section 9.01 of this Article to the extent the employee or agent has successfully defended the legal action on the merits or otherwise.
Section 9.03 Advance Payment of Expenses
The Cooperative may pay expenses incurred in defending a civil or criminal action against a director, officer, employee, or agent in advance of the action’s final disposition as authorized by the Board. In each specific case, the Cooperative must have received an undertaking by or on behalf of the director, officer, employee, or agent to repay the amount unless it is ultimately determined that they are entitled to be indemnified by the Cooperative as authorized in this Article.
Section 9.04 Survival of Indemnification
The indemnification provided by this Article will continue as to a person who has ceased to be a director, officer, employee, or agent and will inure to the benefit of the person’s heirs, executors, and administrators. This indemnification is not exclusive of any other rights to which those seeking indemnification may be otherwise legally entitled.
Section 9.05 Insurance on Indemnitees
In order to satisfy its obligations under these Bylaws, the Cooperative may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Cooperative and who is indemnified against liabilities under this Article.
Article 10
Miscellaneous Provisions
Section 10.01 Notices
Unless otherwise stated, whenever these Bylaws call for notice, the notice must be in writing and must be personally delivered with proof of delivery, or mailed postage prepaid by regular U.S. mail, or sent by email, to the last known mailing address or email address, as applicable, of the party requiring notice. If delivery is made by U.S. mail, notice is effective on the date mailed. If delivery is made by email, notice is effective when delivered to an email address at which the party requiring notice has consented to receive such notice. In all other cases, notice is effective when delivery is made.
Section 10.02 Waiver of Notice
Whenever any notice is required to be given under these Bylaws, the Articles of Incorporation, or any law, a written waiver of the notice, signed by the person or persons entitled to receive notice, whether before or after the time stated therein, is equivalent to the giving of that notice.
Attending any meeting is a waiver of notice of the meeting except if the attendance is for the specific purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 10.03 Amendments
The power to alter, amend or repeal the Bylaws or adopt new Bylaws is vested in the members of the Cooperative. These Bylaws may be amended or repealed in whole or in part by a majority of the members who participate in the vote during a meeting of the membership per Section 4. An amendment may be proposed by majority vote of the Board or by petition of at least fifty percent (50%) of members in good standing. Notice of any amendment shall be given to the membership at least thirty (30) days prior to the meeting at which it will be considered. Bylaws may contain any provisions for the regulation and management of the affairs of the Cooperative not inconsistent with law or the Articles of Incorporation.