BYLAWS OF
Human Cooperative Network (HCN)
ARTICLE I — NAME AND PURPOSE
​
Section 1 — Name: The name of the organization shall be Human Cooperative Network. It shall be a nonprofit organization incorporated under the laws of the State of Michigan (ID #900193512).
Section 2 — Purpose: The Human Cooperative Network is organized exclusively for charitable, scientific, and educational purposes. The purpose of this corporation is to address challenges to the health and well-being of our citizens, families, communities, and societies democratically controlled by the members, to promote cooperation and collaboration as a tool for economic and social justice, and to support a sustainable community and society in the neighborhoods we live in and the world as a whole.
ARTICLE II — MEMBERSHIP
​
Section 1 — Eligibility for membership: Membership is limited to individuals 16 years of age or older.
Section 2 — Membership is contingent on payment of the membership fee to The Human Cooperative Network. The members' share amount shall be $30 annually. People with financial challenges can contact HCN and, at the board of directors' discretion, may be referred to a member sponsor to cover membership costs.
Section 3 — Rights of members: Each member is entitled to equal participation in the cooperative's democratic processes, as defined in these bylaws and the cooperative's policies. While authority may be distributed
within the enterprise as appropriate to individual or group functions, ultimately, all authority comes from the membership. Each member may cast only one vote, including members of the board of directors, officers, and
any member employed by HCN.
Section 4 — Responsibilities: Members must comply with the cooperative's ethical standards and all policies and rules. Members are encouraged to promote HCN’s growth by sharing our vision, values, and goals with
others in their circle of influence.
Section 5 — Termination of Membership: An individual's membership may only be terminated by a two-thirds vote of the Board of Directors. An individual's membership may be terminated only for a violation of HCN's
ethical standards of conduct.
ARTICLE III — MEETINGS OF MEMBERS
​
Section 1 — Regular meetings: Regular meetings of the members shall be held annually, at a time and place designated by the chair. At the annual meeting, the members shall elect directors and officers, receive reports on the cooperative's activities, and deliberate on any business matters brought before the meeting. For members unable to attend, there will be an opportunity to vote remotely utilizing appropriate technologies. All reporting within the enterprise will be available and transparent to members, ensuring they are fully informed and able to participate in appropriate HCN decisions as determined by the board of directors, with full knowledge if they choose to participate in support of the organization’s goals and objectives.
​
Section 2 — Special meetings: Special meetings may be called by the chair, the Executive Committee, or a
simple majority of the board of directors. A petition signed by 10% of the voting members may also call
a special meeting.
​
Section 3 — Notice of meetings: electronic notice or printed notice, upon request, of each meeting shall be
given to each voting member at least two weeks prior to the meeting.
​
Section 4 — Quorum: At least fifty percent of members present at any properly announced meeting
shall constitute a quorum.
​
Section 5 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV — BOARD OF DIRECTORS
​
Section 1 — Board Composition: Five directors shall be elected at each annual membership meeting from among the cooperative's members for terms of approximately two years, ending at the conclusion of the next
annual membership meeting. The board directors' terms shall be alternated so that approximately
half of them end their terms annually. The Board of Directors may appoint up to three additional
“outside” directors, not necessarily from the membership, for one-year terms. The Board of Directors
may have no fewer than three and no more than thirteen members.
​
Section 2 — Terms: All board members shall serve two -year terms, but are eligible for re-election or
re-appointment indefinitely.
Section 3 — Meetings and notice: The board shall meet at least monthly, at an agreed-upon time and place. Technologies enabling remote access to meetings will be available for the convenience of the board members. An official board meeting requires that each board member have written notice at least 48 hours in advance.
Section 4 — Board elections: Directors will be elected by an instant run-off ballot of members present at the annual meeting. Any member wishing to run for election must notify the Board of Directors one week before the membership meeting. Any member may be nominated to run. Ranked-choice voting may be implemented at the Chairman's discretion.
Section 5 — Quorum: More than fifty percent of directors must be present for business transactions to take place and motions to pass.
Section 6 — Officers and Duties: There shall be four officers of the board: a chair, vice-chair, secretary, and treasurer. Their duties are as
follows:
• The chair shall convene regularly scheduled board meetings and shall facilitate or arrange for
another member to facilitate the meeting.
​
• The vice-chair shall serve as the chair in the chair's absence.
​
• The secretary shall be responsible for keeping records of board actions, including overseeing the taking
of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes
and the agenda to each board member, and assuring that corporate records are maintained. Meeting
records could be in electronic format, such as a recording. All records will be available to all members.
​
• The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee,
assist in preparing the budget, help develop development plans, and make financial information available
to board members and the public.
Section 7 — Vacancies: If a director elected by the membership vacates their seat mid-term, the seat shall
remain open until a duly called membership meeting elects a new director. If a director appointed by the
If the board vacates its seat mid-term, the Board may appoint a new director for a one-year term.
Section 8 — Resignation, termination, and absences: Resignation from the board must be in writing and
received by the Secretary. A board member shall be terminated from the board due to excessive absences,
more than two unexcused absences from board meetings in a term. A board member may be removed for
other reasons by a three-fourths vote of the remaining directors.
Section 9 — Special meetings: Special meetings of the board shall be called upon the request of the chair or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least 72 hours in advance.
Section 10 — Compensation: Board directors may receive no monetary compensation for their service. Time spent on board duties may be counted toward fulfillment of member service requirements as may be required by policy and member contracts. At the board's discretion, the compensation policy may be changed only if ratified by the full membership by a simple majority vote.
ARTICLE V — COMMITTEES
​
Section 1 — Committee formation: The board may create committees as needed. Such committees shall
have no powers or authorities other than those rightfully granted by the Board or these Bylaws. Each committee
shall elect a chair who shall provide regular reports on the committee's activities to the Board. All reports shall be available to the full membership electronically as a recording or electronic document.
Section 2 — Executive Committee: The four officers serve on the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board who receives its authority from the full membership.
ARTICLE VI — FINANCIAL PRACTICES
​
Section 1 — The fiscal year shall be the calendar year.
Section 2 — The financial records of the organization, including any audits by third parties, are shall be made available to the membership and board members upon request in a variety of formats including electronic records.
Section 3 — No portion of the funds or any asset of the cooperative may be distributed or transferred to a member, except as renumeration for an arms-length transaction.
ARTICLE VII — DISSOLUTION
​
Section 1 — The cooperative may only be dissolved by a unanimous vote of the membership.
Section 2 — In the event of dissolution, the net assets of the cooperative shall be given to organization with 501(c)3 from the IRS, and shall be used sole for the purpose of educating the public about and promoting the development of cooperatives.
ARTICLE VIII — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of members at a membership meeting.