Article I. Name

The name of this corporation is Rainbow Whole Foods, Inc. (A.A.L.). It is a Mississippi nonprofit corporation organized under Title 79 Chapter 17 Laws of Mississippi 1972 code known as the Agriculture Association Law.

Article II. Purpose

The corporate purposes and powers are set out in the Articles of Association and Incorporation, Section VII.

Article III. Offices

Section 01 – The principal office of the corporation shall be at 2807 Old Canton Road in the City of Jackson, First Judicial District of Hinds County, Mississippi, or such other place as the directors may from time to time select.

Section 02 – In addition to the principal office, the corporation may have such other offices as may be helpful or convenient to the corporation’s operations.

Article IV. Member Status

Section 01 – Designation of Members. The founding at the time of incorporation are those persons listed in Exhibit “A” hereto and are exempt from membership fees. Additional persons may become members by applying for membership and payment of dues.

Lifetime Membership. Lifetime membership is available to a person investing a one-time membership fee. The Board of Directors sets the amount of the lifetime membership fee.
Other Membership. Various annual memberships are available to a person or family for an annual fee. Annual membership shall begin from date of initial payment. The Board of Directors sets the amounts of the various annual membership fees. The Board of Directors may provide for additional classes of membership and may define such classes and the requirements for them.
Voting. Each lifetime membership and each annual membership is entitled to one vote at the annual meeting and at special meetings of voting members.

Section 02 – Membership shall not be transferable and is nondivisible.

Section 03 – Members’ dependent children under 21 pay member prices.

Section 04 – In the event of dissolution, current members on record date as determined by the Board of Directors, after all company debts and liabilities are satisfied, shall share in the distribution of net worth in the following manner:

Five shares for each lifetime member, one share for each annual individual or family membership.

Article V. Annual and Special Meetings

Section 01 – The annual meeting of the members for the purpose of electing directors and for the transaction of such other business as may come before the meeting, including but not limited to making changes to the bylaws, shall be held between March 1 and May 30 at a time and place selected by the Board of Directors.

Section 02 – Special meetings of the voting members for any purpose may be called by the President or by the Board of Directors.

Section 03 – The President or the Board of Directors may designate any place in the City of Jackson, Mississippi, for annual meetings.

Section 04 – Written or printed notice, stating the time and place of the meeting and in the case of a special meeting the purpose or purposes for which the meeting was called, shall be delivered either personally or by mail or by email to each voting member of the corporation. Such notice shall be delivered not less than ten (10) days but not more than fifty (50) days before the date of said meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his known address, postage prepaid. If emailed, such notice shall be deemed to be delivered if no return undeliverable message is received within 48 hours.

Section 05 – For issues brought to the floor and raised for a vote during a special membership meeting or the annual meeting, voting members of the corporation present shall constitute a quorum. The action of a majority of a meeting shall be the action of the members in regard to the issues raised for a vote during a membership meeting. This majority rule may be waived by unanimous vote of members present.

Section 06 – Proxy voting shall not be permitted.

Section 07 - Members may cast their vote for candidates for Board positions at the annual meeting, or by mail, or by completing a ballot at the store or by e-mail to the vote coordinator. Members may also cast votes by these methods for other issues, which the Board chooses to put to a vote of the membership.

(a) A store vote coordinator shall be designated by the Board or, if it fails to designate one, by the Board President. This person shall run the store vote according to these bylaws, Board policy, and any specific directions from the Board or Board President. Subject to these restrictions, the store vote coordinator shall determine the form and rules of the vote, and take or direct the actions necessary to carry it out.

(b) The voting shall be by ballot in the store and may start anytime after the Board decision to put a matter to the vote of the membership. The voting period must be at least 9 days long and must include two Saturdays and Sundays.

(c) Members may be required to identify themselves on their ballots to ensure a fair election, but their votes should be kept confidential.

(d) The store vote coordinator shall supervise the counting of the ballots. Interested members may observe the process under rules the store vote coordinator sets, but only persons designated by the Board may determine the vote by any specific member. The store vote coordinator shall report the results of the count to the Board or membership, along with his or her recommendations on any questionable or disputed ballots.

(e) The Board shall decide on any disputed ballots, and certify any adopted proposals or elected candidates

Section 08 – Failure to hold the annual meeting of voting members shall not work a forfeiture or dissolution of the corporation.

Article VI. Board of Directors

Section 01 – General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 02 – Number, Tenure, Duties, and Qualifications. The number of Directors of the corporation shall be seven (7). Each Director shall normally serve a term of three years and until his successor is elected and qualified. A direct concessionaire or a salaried management employee of the corporation may not be a Director. No more than one hourly employee of Rainbow Whole Foods may serve on the board of directors at any given time. Each director has the duty to abstain from voting on any issue which presents a conflict of interest. Each director shall be a voting member of the corporation. Each Director will be expected to be actively involved with the Co-op to support the Co-op in its mission, and to attend and participate in regular and special meetings of the board.

Section 03 – Alternate Directors. Two Alternate Directors shall be elected by the voting members at the annual meeting.

Section 04 – Regular Meetings. The Board of Directors may provide, by resolution, the time and place for holding regular meetings without other notice than such resolutions.

Section 05 – Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings may fix the place and time for holding any special meeting of the Board of Directors called by them.

Section 06 – Requirements of Notice. Notice of any special meeting of Directors shall be determined by resolution of the Board of Directors.

Section 07 – Quorum. The presence of a majority of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 08 – Consensus-minus-one. The agreement of all Directors present less one at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 09 – Vacancies. Any vacancy whether by resignation, removal, or death occurring in the Board of Directors shall be filled by elevation of an Alternate Director. If there is a vacancy and no remaining alternates available, the Board of Directors may elect a Replacement Director from the voting members of the corporation. The Replacement Director will serve until the next annual meeting.

Section 10 – Removal. Any Director is subject to removal for three consecutive absences or failure to meet the duties and qualifications as stated in Article VI Section 2. A Board of Directors meeting shall be called expressly for that purpose. The date, time, and place shall be communicated to all members of the board with a quorum present before voting. A Director or Directors may be removed by agreement of all Directors present, minus one. A Director being considered for removal may present evidence in his or her defense, but may not participate in the vote on whether or not he or she should be removed.

Article VII. Officers

Section 01 – Number. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected by the Board members. All officers shall be Directors of the corporation.

Section 02 – Election and Term of Office. The officers of the corporation shall be elected by the Board of Directors at the second Board of Directors meeting after the annual meeting of the members. Each officer shall hold office for one year from the date of election and until his successor shall have been duly elected and qualified.

Section 03 – Vacancies. A vacancy in any office for any reason shall be filled by the Board of Directors, by nomination and election for the unexpired portion of the term.

Section 04 – President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the directors and members.

Section 05 – Vice President. In the absence of the President or in the event of 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.

Section 06 – Secretary. The secretary shall keep the minutes of the annual meeting of the members and of the Board of Directors meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions in the Bylaws or as required by law; be custodian of the corporate records and of the Seal of the corporation; and in general, perform all duties incident of the office of Secretary.

Section 07 – Treasurer. The Treasurer shall have charge and custody and be responsible for all funds and securities of the corporation; and receive and give receipts for monies due and payable to the corporation from any source whatsoever; and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the directors; and in general shall perform all the duties incident to the office of Treasurer. The duties of the office of Treasurer may be delegated further by the Board of Directors.

Section 08 – General. Each of the officers shall, in addition to the duties set out hereinabove, perform such other duties as may from time to time be assigned to them by the President or Board of Directors.

Article VIII. Contracts, Loans, Checks and Deposits

Section 01 – Contracts. The President or Vice President are authorized to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation; and to institute, join in, or become a party to any suit of law or inequity in which the Corporation may attest the signatures of such officers; and to affix the corporate seal to any such instrument; however, the presence of such attesting signature or corporate seal shall not be required for the validity of such instrument unless required by law. Other officers or employees may be empowered by the Board of Directors to execute such contracts or instruments as the Board of Directors.

Section 02 - Loans. No loan shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific incidences.

Section 03 - Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by the Treasurer or such officer or employee of the corporation and in such manner as shall be, from time to time, determined by resolution of the Board of Directors.

Section 04 - Deposits. All funds of the corporation not otherwise employed shall be from time to time deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Article IX. Amendments

The Bylaws may be amended by consensus minus one, of a quorum of the Board of Directors. Any amendment to the Bylaws must be approved by a majority vote of members at the following annual meeting.