PCC Bylaws
I. Name and Purpose
II. Membership
III. Membership Meetings
IV. Board of Directors
V. Board Duties
VI. Officers
VII. Finances
VIII. Dissolution
IX. By-laws
I. Name and Purpose
1.1 Name and Location
We shall be known as Portage CrossFit Cooperative and shall be incorporated under the laws of the State of Wisconsin. Our principal location shall be Portage, WI.
1.2 Articles of Incorporation
The provisions of the Articles of Incorporation of this cooperative are hereby made part of these by-laws.
1.3 Mission Statement
Our mission is to enhance the lives of our members through a personalized approach to functional fitness training; to instruct and motivate each person to achieve their highest quality of life through a positive and supportive community.
II. Membership
2.1 Open Membership
Membership shall be open to any individual, couple, family or organization able to use its services and willing to support its cooperative organization, purposes, and principles.
2.2 Application for Membership
Application for membership shall be made in writing on a form provided for this purpose, and shall be acted upon promptly by the Board of Directors, which shall exercise full discretion in the interests of the Cooperative. All applications shall include a Waiver and Release Form and a Liability Waiver.
2.3 Individual Membership
Individual memberships shall be offered. Fees, deposits, rates, and privileges shall be determined by a vote at a board meeting.
2.4 Household Membership
Household memberships may be offered for a group of people residing at the same street address. Fees, deposits, rates, and privileges shall be determined by a vote at a board meeting.
2.5 Responsibilities of Members
Responsibilities of members include: supporting the fitness center by doing business with it, paying dues on time, updating membership information in co-op records, and abiding by policies and procedure properly adopted by the Board.
2.6 Fees, etc.
Membership fees, membership deposits, and membership discount structure shall be proposed and approved by the Board.
2.7 Termination of Membership
The Board may terminate the membership of any member for the following reasons: theft, vandalism, or failure to observe policies or procedure. No membership shall be terminated without reasonable attempt to notify the member. A member may appeal their termination at a membership meeting.
2.8 Cessation of Membership
Upon voluntary cessation of membership, membership fees shall not be returned. An individual may reinstate membership by payment of dues owed for the month of reinstatement.
2.10 Transfers of Membership
Membership is non-transferable. Membership may be suspended for certain reasons (ex: due to injury) but any suspension of membership must be approved by a majority of the Board Members.
2.11 Suspension of Membership
Memberships may be suspended (due to work travel, injuries, etc.) at the board’s discretion. Requests to suspend membership must be made in advance and must last at least one month and up to three months. The board will not suspend a membership in retrospect for any reason.
III. Membership Meetings
3.1 Annual Membership Meeting
Portage CrossFit Cooperative shall hold an annual meeting of the members once a year for the purposes of electing Board members, presenting reports on the state of the Cooperative, and making membership decisions. These meetings shall be convened by the Board of Directors who shall also be responsible for forming the agenda of these meetings.
3.2 Notice
Public notice of the time and place of the annual meeting shall be given no less than ten days and no more than twenty-five days before the meeting.
3.4 Quorum
Those members present at a membership meeting constitutes a quorum.
3.5 Voting
Each member in good standing is entitled to one and only one vote on each question. Voting by proxy is not allowed. Decisions shall be made by a simple majority vote of those members present at the meeting.
3.6 Special Meetings
Special member meetings may be called by the President, The Board, or members having one fifth of the votes entitled to be cast at such a meeting. Notice of a time and place for a special meeting shall be posted by the Board no less than 7 days and no more than 30 days prior to the meeting date.
IV. Board of Directors
4.1 Qualifications
Any member in good standing may be elected to the Board of Directors.
4.2 Number
There shall be a minimum of 5 and a maximum of 7 members on the Board of Directors.
4.3 Terms
When the permanent board is first selected, it shall designate one-third of its members to serve for three years, one-third to serve for two years, and one-third to serve for one year. Thereafter, at each annual meeting, directors shall be elected to succeed those directors whose terms will be next expiring. When vacancies on the Board occur by reason of death, resignation, failure of qualification, or otherwise, the number shall be reduced by such vacancies until qualified replacements are appointed. Replacements shall be selected by the President subject to the approval of the remaining Directors for unexpired terms, but in no even will the number of remaining Directors be fewer than three. No Director may serve for more than three (3) consecutive terms unless this restriction is waived by the affirmative vote of two-thirds (2/3) of the Directors not affected by this restriction. After an absence of one year(s) from the Board, an individual shall become eligible again for election to the Board.
4.4 Election of Directors
The Directors shall be elected by the members at the annual meeting. The Directors shall be selected from the slate of candidates who were nominated ahead of time pursuant to section 4.5 of these bylaws. Each member shall vote for the number of directors to be elected. The nominees with the greatest number of votes are elected.
4.5 Nomination of Directors
Board of director candidates must be nominated by a member in good standing, including self. The slate of nominees shall be included with the notice of the Cooperative’s annual meeting of the members and shall be sent at least seven days in advance of the annual meeting.
4.6 Vacancies
If the number of board candidates does not exceed the number of positions available, the Board may appoint these members to the Board, unless a vacancy occurs within two months before a general membership meeting.
4.7 Removal
The Board may remove a director for cause or non-participation with a majority vote. The Board is responsible to air the grievance to the Board member and give the board member in question the opportunity to respond before a secret vote is held.
4.8 Board Meetings
Board meetings shall be held once per quarter (or more often if determined necessary by the board) and shall address necessary or urgent Cooperative matters.
4.9 Quorum
A majority of Board members shall constitute a quorum, which must be present for any voting decisions to take place.
4.10 Voting
Decisions shall be made by an affirmative vote of majority of Board members present.
4.11 Compensation
Board members shall be considered volunteers and given the privileges of participating in the volunteer program. The Board of Directors shall serve without pay.
4.12 Attendance
If two consecutive board meetings are missed without prior notice it shall be a basis for the Board to vote to remove the individual from the Board.
V. Board Duties
5.1 Overall Responsibilities
The Board is responsible for the direction and management of Portage CrossFit Cooperative.
5.2 Membership Meetings
The Board shall call, solicit agenda items, set the agenda for, and report to the membership at one or more membership meetings each year.
5.3 Budget
The Board shall create or have created and shall approve an annual or semi-annual budget and monitor its implementation.
5.4 Financial Reviews
The Board shall provide for a review of Portage CrossFit Cooperative’s finances annually by a competent and disinterested auditor or accountant.
5.5 Long Range Plan
The Board shall approve, modify, and monitor the implementation of a long range plan.
5.6 Management
The Board shall be responsible for the employment, evaluation, compensation, and removal of all employees. The Board will also maintain a current written job description for the all employees.
5.7 Revision of By-laws and Policy Documents
The Board shall annually review and propose revisions (if deemed necessary) of these by-laws and other policy documents of Portage CrossFit Cooperative
5.8 Committees
In order to fulfill its responsibilities, the Board may establish, appoint members, and delegate the authority of various committees. These committees may include Board members and non-Board members.
5.9 Executive Committee
The executive committee shall consist of the president/, vice-president, treasurer and secretary. This committee is granted the authority to make emergency decisions between Board meetings.
5.10 General Powers
The Board shall adopt such policies, rules, and regulations not inconsistent with these by-laws, the articles of incorporation, or law as it may deem advisable.
VI. Officers
6.1 Officers
Officers shall be chosen by election of a majority of the Board.
6.2 President
The president is responsible for establishing meeting times and agendas. The president shall also be responsible for the orientation of new Board members.
6.3 Vice-president
The vice-president shall assume the responsibilities of the president in the event that the president is not able.
6.4 Secretary
The secretary is responsible for getting written minutes of Board and membership meetings taken and distributed.
6.5 Treasurer
The treasurer is responsible to meet with the bookkeeper concerning budgeting and financial reporting.
VII. Finances
7.1 Borrowing
The Board may approve borrowing.
7.2 Investment
The Board may approve investment of the assets in an interesting bearing account.
7.3 Capital Expenditures
Capital expenditures by the Board in excess of $150.00 per month are to be approved by a majority vote of the Board.
7.4 Fiscal Year
The fiscal year shall begin on January 1 and end on December 31.
7.5 Allocation and Distribution; Apportionment of Losses
The Cooperative shall apportion and distribute proceeds in accordance with 185.45(3) and not in accordance with 185.45(4), Wisconsin Statutes, or the pertinent successor provisions. For purposes of such apportionment and distribution, total proceeds shall consist of any and all sums received from any source whatsoever exclusive of subscribed capital, amounts held on deposit or in escrow for services or goods to be performed or delivered in the future, and borrowed sums; and shall be received and held by the Cooperative for and as the property of its patrons, subject to the deductions therefrom and distribution thereof as provided herein.
The Board of Directors in its discretion may apply all or any part of net proceeds to losses incurred in prior years as the interests of the Cooperative require; and may apportion losses as the interests of the Cooperative and the patrons may require.
7.6 Reserves
The Board of Directors shall create appropriate reserves.
7.7 Insurance
The Board of Directors shall provide insurance for the liability of the Cooperative and for the equipment caused by theft, vandalism, fire, etc.
7.8 Banking
The Board of Directors shall select one or more banks to act as depositories of the funds of the Cooperative and determine the manner of receiving, depositing, and disbursing the funds of the Cooperative and the form of checks and the person or persons by whom they shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.
7.9
Each member of this Cooperative as of the effective date of this bylaw who continues as a member after such date, and each person who shall after such date become a member shall, by such act alone, consent that the amount of any distribution with respect to patronage occurring in any fiscal year of the Cooperative beginning after December 31, 1962, and which are made in written notices of allocation (as defined in 26 USA 1388), and which are received by said member from the Cooperative, will be taken into account at their stated dollar amounts in the manner provided in 26 USA 1384(a), less any amount which may be excluded under 26 USCA 1385(b) in the taxable year in which such written notices of allocation are received by said member.
VIII. Dissolution
8.1 Dissolution
The decision to dissolve, merge, or make a partnership shall be made by a 3/4ths affirmative vote of the members.
8.2 Distribution of assets
In the event of dissolution, winding up, or other liquidation of assets of Portage CrossFit Cooperative, any surplus shall be distributed to current members in good standing based on the tenure of their membership and proportion of contribution.
IX. By-laws
9.1 Amendments to By-laws
These by-laws may be adopted, amended, or repealed by a majority vote of the members voting.
9.2 Severability
If any section, clause, provision, or portion of these by-laws is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of these by-laws shall not be affected thereby.
X. Indemnification
This cooperative will indemnify and hold harmless each Board member and defend its agents when they are acting on its behalf. This does not apply to negligence or willful misconduct.
II. Membership
III. Membership Meetings
IV. Board of Directors
V. Board Duties
VI. Officers
VII. Finances
VIII. Dissolution
IX. By-laws
I. Name and Purpose
1.1 Name and Location
We shall be known as Portage CrossFit Cooperative and shall be incorporated under the laws of the State of Wisconsin. Our principal location shall be Portage, WI.
1.2 Articles of Incorporation
The provisions of the Articles of Incorporation of this cooperative are hereby made part of these by-laws.
1.3 Mission Statement
Our mission is to enhance the lives of our members through a personalized approach to functional fitness training; to instruct and motivate each person to achieve their highest quality of life through a positive and supportive community.
II. Membership
2.1 Open Membership
Membership shall be open to any individual, couple, family or organization able to use its services and willing to support its cooperative organization, purposes, and principles.
2.2 Application for Membership
Application for membership shall be made in writing on a form provided for this purpose, and shall be acted upon promptly by the Board of Directors, which shall exercise full discretion in the interests of the Cooperative. All applications shall include a Waiver and Release Form and a Liability Waiver.
2.3 Individual Membership
Individual memberships shall be offered. Fees, deposits, rates, and privileges shall be determined by a vote at a board meeting.
2.4 Household Membership
Household memberships may be offered for a group of people residing at the same street address. Fees, deposits, rates, and privileges shall be determined by a vote at a board meeting.
2.5 Responsibilities of Members
Responsibilities of members include: supporting the fitness center by doing business with it, paying dues on time, updating membership information in co-op records, and abiding by policies and procedure properly adopted by the Board.
2.6 Fees, etc.
Membership fees, membership deposits, and membership discount structure shall be proposed and approved by the Board.
2.7 Termination of Membership
The Board may terminate the membership of any member for the following reasons: theft, vandalism, or failure to observe policies or procedure. No membership shall be terminated without reasonable attempt to notify the member. A member may appeal their termination at a membership meeting.
2.8 Cessation of Membership
Upon voluntary cessation of membership, membership fees shall not be returned. An individual may reinstate membership by payment of dues owed for the month of reinstatement.
2.10 Transfers of Membership
Membership is non-transferable. Membership may be suspended for certain reasons (ex: due to injury) but any suspension of membership must be approved by a majority of the Board Members.
2.11 Suspension of Membership
Memberships may be suspended (due to work travel, injuries, etc.) at the board’s discretion. Requests to suspend membership must be made in advance and must last at least one month and up to three months. The board will not suspend a membership in retrospect for any reason.
III. Membership Meetings
3.1 Annual Membership Meeting
Portage CrossFit Cooperative shall hold an annual meeting of the members once a year for the purposes of electing Board members, presenting reports on the state of the Cooperative, and making membership decisions. These meetings shall be convened by the Board of Directors who shall also be responsible for forming the agenda of these meetings.
3.2 Notice
Public notice of the time and place of the annual meeting shall be given no less than ten days and no more than twenty-five days before the meeting.
3.4 Quorum
Those members present at a membership meeting constitutes a quorum.
3.5 Voting
Each member in good standing is entitled to one and only one vote on each question. Voting by proxy is not allowed. Decisions shall be made by a simple majority vote of those members present at the meeting.
3.6 Special Meetings
Special member meetings may be called by the President, The Board, or members having one fifth of the votes entitled to be cast at such a meeting. Notice of a time and place for a special meeting shall be posted by the Board no less than 7 days and no more than 30 days prior to the meeting date.
IV. Board of Directors
4.1 Qualifications
Any member in good standing may be elected to the Board of Directors.
4.2 Number
There shall be a minimum of 5 and a maximum of 7 members on the Board of Directors.
4.3 Terms
When the permanent board is first selected, it shall designate one-third of its members to serve for three years, one-third to serve for two years, and one-third to serve for one year. Thereafter, at each annual meeting, directors shall be elected to succeed those directors whose terms will be next expiring. When vacancies on the Board occur by reason of death, resignation, failure of qualification, or otherwise, the number shall be reduced by such vacancies until qualified replacements are appointed. Replacements shall be selected by the President subject to the approval of the remaining Directors for unexpired terms, but in no even will the number of remaining Directors be fewer than three. No Director may serve for more than three (3) consecutive terms unless this restriction is waived by the affirmative vote of two-thirds (2/3) of the Directors not affected by this restriction. After an absence of one year(s) from the Board, an individual shall become eligible again for election to the Board.
4.4 Election of Directors
The Directors shall be elected by the members at the annual meeting. The Directors shall be selected from the slate of candidates who were nominated ahead of time pursuant to section 4.5 of these bylaws. Each member shall vote for the number of directors to be elected. The nominees with the greatest number of votes are elected.
4.5 Nomination of Directors
Board of director candidates must be nominated by a member in good standing, including self. The slate of nominees shall be included with the notice of the Cooperative’s annual meeting of the members and shall be sent at least seven days in advance of the annual meeting.
4.6 Vacancies
If the number of board candidates does not exceed the number of positions available, the Board may appoint these members to the Board, unless a vacancy occurs within two months before a general membership meeting.
4.7 Removal
The Board may remove a director for cause or non-participation with a majority vote. The Board is responsible to air the grievance to the Board member and give the board member in question the opportunity to respond before a secret vote is held.
4.8 Board Meetings
Board meetings shall be held once per quarter (or more often if determined necessary by the board) and shall address necessary or urgent Cooperative matters.
4.9 Quorum
A majority of Board members shall constitute a quorum, which must be present for any voting decisions to take place.
4.10 Voting
Decisions shall be made by an affirmative vote of majority of Board members present.
4.11 Compensation
Board members shall be considered volunteers and given the privileges of participating in the volunteer program. The Board of Directors shall serve without pay.
4.12 Attendance
If two consecutive board meetings are missed without prior notice it shall be a basis for the Board to vote to remove the individual from the Board.
V. Board Duties
5.1 Overall Responsibilities
The Board is responsible for the direction and management of Portage CrossFit Cooperative.
5.2 Membership Meetings
The Board shall call, solicit agenda items, set the agenda for, and report to the membership at one or more membership meetings each year.
5.3 Budget
The Board shall create or have created and shall approve an annual or semi-annual budget and monitor its implementation.
5.4 Financial Reviews
The Board shall provide for a review of Portage CrossFit Cooperative’s finances annually by a competent and disinterested auditor or accountant.
5.5 Long Range Plan
The Board shall approve, modify, and monitor the implementation of a long range plan.
5.6 Management
The Board shall be responsible for the employment, evaluation, compensation, and removal of all employees. The Board will also maintain a current written job description for the all employees.
5.7 Revision of By-laws and Policy Documents
The Board shall annually review and propose revisions (if deemed necessary) of these by-laws and other policy documents of Portage CrossFit Cooperative
5.8 Committees
In order to fulfill its responsibilities, the Board may establish, appoint members, and delegate the authority of various committees. These committees may include Board members and non-Board members.
5.9 Executive Committee
The executive committee shall consist of the president/, vice-president, treasurer and secretary. This committee is granted the authority to make emergency decisions between Board meetings.
5.10 General Powers
The Board shall adopt such policies, rules, and regulations not inconsistent with these by-laws, the articles of incorporation, or law as it may deem advisable.
VI. Officers
6.1 Officers
Officers shall be chosen by election of a majority of the Board.
6.2 President
The president is responsible for establishing meeting times and agendas. The president shall also be responsible for the orientation of new Board members.
6.3 Vice-president
The vice-president shall assume the responsibilities of the president in the event that the president is not able.
6.4 Secretary
The secretary is responsible for getting written minutes of Board and membership meetings taken and distributed.
6.5 Treasurer
The treasurer is responsible to meet with the bookkeeper concerning budgeting and financial reporting.
VII. Finances
7.1 Borrowing
The Board may approve borrowing.
7.2 Investment
The Board may approve investment of the assets in an interesting bearing account.
7.3 Capital Expenditures
Capital expenditures by the Board in excess of $150.00 per month are to be approved by a majority vote of the Board.
7.4 Fiscal Year
The fiscal year shall begin on January 1 and end on December 31.
7.5 Allocation and Distribution; Apportionment of Losses
The Cooperative shall apportion and distribute proceeds in accordance with 185.45(3) and not in accordance with 185.45(4), Wisconsin Statutes, or the pertinent successor provisions. For purposes of such apportionment and distribution, total proceeds shall consist of any and all sums received from any source whatsoever exclusive of subscribed capital, amounts held on deposit or in escrow for services or goods to be performed or delivered in the future, and borrowed sums; and shall be received and held by the Cooperative for and as the property of its patrons, subject to the deductions therefrom and distribution thereof as provided herein.
The Board of Directors in its discretion may apply all or any part of net proceeds to losses incurred in prior years as the interests of the Cooperative require; and may apportion losses as the interests of the Cooperative and the patrons may require.
7.6 Reserves
The Board of Directors shall create appropriate reserves.
7.7 Insurance
The Board of Directors shall provide insurance for the liability of the Cooperative and for the equipment caused by theft, vandalism, fire, etc.
7.8 Banking
The Board of Directors shall select one or more banks to act as depositories of the funds of the Cooperative and determine the manner of receiving, depositing, and disbursing the funds of the Cooperative and the form of checks and the person or persons by whom they shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.
7.9
Each member of this Cooperative as of the effective date of this bylaw who continues as a member after such date, and each person who shall after such date become a member shall, by such act alone, consent that the amount of any distribution with respect to patronage occurring in any fiscal year of the Cooperative beginning after December 31, 1962, and which are made in written notices of allocation (as defined in 26 USA 1388), and which are received by said member from the Cooperative, will be taken into account at their stated dollar amounts in the manner provided in 26 USA 1384(a), less any amount which may be excluded under 26 USCA 1385(b) in the taxable year in which such written notices of allocation are received by said member.
VIII. Dissolution
8.1 Dissolution
The decision to dissolve, merge, or make a partnership shall be made by a 3/4ths affirmative vote of the members.
8.2 Distribution of assets
In the event of dissolution, winding up, or other liquidation of assets of Portage CrossFit Cooperative, any surplus shall be distributed to current members in good standing based on the tenure of their membership and proportion of contribution.
IX. By-laws
9.1 Amendments to By-laws
These by-laws may be adopted, amended, or repealed by a majority vote of the members voting.
9.2 Severability
If any section, clause, provision, or portion of these by-laws is adjudged unconstitutional or invalid by a court of competent jurisdiction, the remainder of these by-laws shall not be affected thereby.
X. Indemnification
This cooperative will indemnify and hold harmless each Board member and defend its agents when they are acting on its behalf. This does not apply to negligence or willful misconduct.