Bylaws of the Gorge Local Currency Cooperative (GLCC)
The Gorge Local Currency Cooperative ("GLCC") seeks to create and sustain a local currency system in order to build community, promote regional economic independence, support local business and trade, encourage entrepreneurship, honor diversity, and enhance the local minimum wage in the Mid-Columbia region.
The focus of the GLCC activities is the Mid-Columbia region and, in particular, the geographic region included within a thirty-five (35) mile radius from the Interstate Bridge between Hood River, Oregon and Bingen, Washington.
Section 3.01 Members.
The members of GLCC shall consist of those individuals, organizations and businesses who have submitted a membership application to GLCC; who have met the terms of GLCC membership, and who are accepted as members by the GLCC Steering Committee or its designee. Individuals, organizations and businesses applying for membership must certify that they agree to be listed in the RiverHOURS barter paper and agree to use RiverHOURS and accept RiverHOURS as full or partial payment for goods and/or services offered.
Section 3.02 Term and Termination of Membership.
The term of GLCC membership for any member is for life or until otherwise specified at the time of the member's acceptance.
In addition, any member, after having fulfilled all obligations to the GLCC, may resign by giving written notice to the GLCC Steering Committee (any such resignation to take place, if not specified, upon receipt by the Steering Committee). Any member may be removed or suspended at any time, without cause, by majority vote of the Steering Committee. The Steering Committee, or its designee, shall periodically review the GLCC membership list and shall terminate the membership of any member who no longer meets the above membership standards. The Steering Committee, or its designee, shall also terminate the membership for any member if the Steering Committee determines that such continued membership is contrary to the best interests of the GLCC. Determination of the Steering Committee or its designee, with respect to this issue, shall be binding and conclusive.
Section 3.03 Annual Meeting.
A meeting of the GLCC shall be held annually for the election of Steering Committee members and the transaction of any other business. The meeting shall be in May or on a date to be determined by the Steering Committee.
Section 3.04 Special Meetings.
Special meetings of the GLCC may be called by any member of the Steering Committee, or shall be called at the written direction of any ten (10) members of the GLCC to the Steering Committee. In such event, the meeting shall be held no later than two months after the date of the receipt of such written request. The Steering Committee, upon receipt of such written request, shall promptly give notice of the special meeting, or if the Steering Committee fails to do so within fifteen (15) calendar days after receiving the written request, any member signing that request may give the notice.
Notice of a special meeting shall state the purpose or purposes for which the meeting is called and indicate that it is being issued by or at the direction of the person or persons calling the meeting. Special meetings shall be held at a place, date and hour within the focus region (Article I, Section 1.01) as may be specified in the notice of the meeting.
Section 3.05 Record Date for Meetings and Other Actions.
The Steering Committee may fix, in advance, a date as the record date for the purpose of determining which members are entitled to vote at any GLCC meeting or for the purpose of any other action by the members. This record date shall be not more than fifty nor less than ten days before the date of the meeting.
Section 3.06 Notice of Meetings.
Whenever members are required or permitted to take any action at a meeting, notice shall be given to the members by publication in the GLCC RiverHOURS barter paper, or any newspaper serving the GLCC focus region. The notice shall state the place, date and hour of the meeting and, unless it is the annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. As provided in Section 3.03, notice of a special meeting shall also state the purpose or purposes for which the meeting is called. The Steering Committee may, at its option, direct that additional notice be provided.
When a meeting is adjourned to another time or place, it is not necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting.
Section 3.07 List of Members at Meetings.
A list of members entitled to vote as of the record date, certified by the Scribe, shall be made available by the Scribe at any meeting of members and shall be available to any member upon request to the GLCC. If the right to vote at any meeting is challenged, the person presiding at the meeting shall produce the list of members as evidence of the right of the persons appearing on that list to vote at the meeting.
Section 3.08 Quorum at Meetings.
Thirteen (13) GLCC members constitute a quorum, at any meeting of members for the transaction of any business. The members present at any meeting may adjourn any meeting to another time and/or place despite the absence of a quorum.
Section 3.09 Presiding Facilitator and Scribe.
At any meeting of the GLCC, if the Facilitator of the Steering Committee, or a person designated by the Steering Committee to preside at the meeting is not present at the meeting, the members present shall appoint a presiding officer for the meeting. If the Scribe is not present at the meeting, the appointee of the person presiding at the meeting shall act as Scribe of the meeting.
Section 3.10 Proxies.
Every member entitled to vote at a meeting of GLCC may authorize another person to act for that member by proxy. Every proxy is revocable at the direction of the member executing it.
Section 3.11 Absentee Ballots and E-mail Ballots.
Every member entitled to vote at a GLCC meeting of members or to express consent or dissent with a GLCC meeting of members, can do so by absentee ballot or by e-mail. Members may vote by absentee ballot or by e-mail when authorized by the Steering Committee. If the Steering Committee intends to authorize voting by absentee ballot or by e-mail, it shall direct the Scribe, as part of the notice of the meeting, to include with the notice a proposed ballot. GLCC members may vote by absentee ballot by mailing the paper ballot or a facsimile to the GLCC. Ballots must be received by the close of business on the day prior to the date of the meeting. Such written ballots must contain the member's signature, full name, address and telephone number. E-mail ballots will be accepted as a response to a ballot e-mailed to the member by the GLCC. Members may request an e-mail ballot by sending an e-mail to the GLCC with their full name, mailing address and phone number. E-mail ballots must be received by the close of business on the day before the meeting to be valid. Absentee ballots may also be delivered to the GLCC at such places as are designated by the Steering Committee. These ballots must contain the member's signature, full name, address and telephone number, and must be received by close of business on the day prior to the meeting.
Section 3.12 Inspectors of Election.
The Steering Committee, in advance of any meeting of members, may appoint one or more inspectors to act at the meeting or any adjournment of the meeting. If no inspectors are appointed, the person presiding at a meeting of the GLCC may, or shall, at the request of any member entitled to vote at the meeting, appoint one or more inspectors. If any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Steering Committee in advance of the meeting or at the meeting by the person presiding at the meeting.
The inspectors shall determine the number of members represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do any acts that are proper to conduct the election or vote with fairness to all members. On request of the person presiding at the GLCC meeting, or any members entitled to vote at the meeting, the inspectors shall make a report of any challenge, question or matter determined by them.
Section 3.13 Vote of Members.
Except as otherwise required by law or these GLCC By-laws, whenever members of the Steering Committee are to be elected by the GLCC members, they shall be elected by a plurality of the votes cast at the meeting by members entitled to vote in the election. Except as otherwise required by law or these GLCC By-laws, when any GLCC action is to be voted on in a GLCC meeting called by members, the GLCC action shall be voted by a majority of the votes cast at the meeting by members entitled to vote in the election.
Except as provided in the preceding paragraph, any reference in these GLCC By-laws to action(s) at a GLCC meeting of members requires the said action to be taken by the stated proportion of the votes cast at the meeting, provided that the affirmative votes cast in favor of any such action are at least equal to the quorum. Blank votes or abstentions are not counted in the number of votes cast.
Except as otherwise provided by law, each GLCC member may cast only one (1) vote regardless of the number of listings or memberships in the RiverHOURS barter paper. The method of voting shall be discretionary with the person presiding at the meeting unless a GLCC member requests that the vote be by ballot.
Except as otherwise provided by law, every member of record of the GLCC entitled to vote on any matter at any meeting is entitled to one vote except that when voting for the election of Steering Committee members, every member shall be entitled to cast the number of votes equal to the number of Steering Committee positions to be filled. The member may not cast more than one vote for any nominee.
Section 4.01 Power of Steering Committee.
The GLCC shall be managed by its Steering Committee.
Section 4.02 Number of Steering Committee members.
The number of Steering Committee members shall consist of not less than five (5) nor more than ten (10) members. The number of Steering Committee members may be increased or decreased by amendment of the these GLCC By-laws, by action of the GLCC members or by a consensus vote of the entire Steering Committee, except that in no case may any decrease in the number of Steering Committee members shorten the term of any incumbent Steering Committee member.
Section 4.03 Election and Term of Steering Committee Members.
Steering Committee members shall be elected at an annual GLCC meeting by a vote of the members. The term of office for Steering Committee members shall be two (2) years. There shall be two (2) groups of Steering Committee members. One group shall end their terms in odd-numbered years and the other group shall end their terms in even-numbered years. The number of Steering Committee members in each group shall differ by no more than one. The term of incumbent Steering Committee members shall not be affected by an increase or decrease in the number of Steering Committee members.
Section 4.04 Newly Created Steering Committee Positions and Vacancies.
Newly created Steering Committee positions resulting from an increase in the number of Steering Committee members or vacancies for any reason, may be filled by a consensus vote of the Steering Committee members, even if less than a quorum exists.
Section 4.05 Resignation.
Any Steering Committee member may resign from the Steering Committee at any time by delivering a resignation in writing or by email to the Steering Committee members. The resignation takes effect at the time specified in the resignation and unless otherwise specified. No acceptance of the resignation is necessary to make it effective.
Section 4.06 Removal of Steering Committee Members.
Any or all of the Steering Committee members may be removed, without cause, by a 2/3 vote of the GLCC members. Any Steering Committee member may also be removed without cause by unanimous vote of the other Steering Committee members.
Section 4.07 Meetings of the Steering Committee.
Meetings of the GLCC Steering Committee, annual, regular, or special, may be held at any place within the focus region as fixed by the Steering Committee. The Steering Committee shall meet as soon as possible after the GLCC annual meeting is held. The Steering Committee may fix times and places for regular meetings of the Steering Committee and no notice of these meetings need be given. Special meetings of the Steering Committee may be called at any time by the Facilitator or as determined by the Steering Committee.
A majority of the Steering Committee members may adjourn any meeting to another time and place. Notice of any adjournment of a meeting of the Steering Committee to another time or place shall be given to the Steering Committee members who were not present at the time of the adjournment. Notice may be given through email.
Section 4.08 Quorum and Voting.
Unless a greater proportion is required by law or by a By-law adopted by GLCC members, a majority of the entire Steering Committee members constitutes a quorum for the transaction of business. Except as otherwise provided by law or by these GLCC By-laws, affirmative votes cast in favor of any action shall be at least equal to the quorum.
Members of the GLCC may attend any meetings held by the Steering Committee and are welcome to join in any discussion of items on the agenda or may suggest any new agenda items, but may not vote on any action items of the Steering Committee. The previous sentence does not apply to GLCC special meetings called by GLCC members.
Section 4.09 Conference Telephone and Email Action Items.
If the Steering Committee cannot meet in person and an action item or items need immediate action, the Steering Committee members may discuss the action items through conference telephone or through email and may cast their vote on the action items through email.
Section 4.10 Committees of the Steering Committee.
The Steering Committee through consensus voting may designate an Executive Committee and other special committees. Only Steering Committee members can become members of the Executive Committee. Both Steering Committee members as well as GLCC members can become members of special committees through a consensus vote by the Steering Committee members. An Executive Committee and any special committees shall have only the powers specifically delegated to them by the Steering Committee.
Section 4.11 Compensation of Steering Committee Members.
Steering Committee members shall not receive any salaries for their services. Steering Committee members may be reimbursed for expenses actually and necessarily incurred by him or her in connection with their services as members of the Steering Committee. Steering Committee members are encouraged to obtain prior approval by the Steering Committee for proposed expenses.
Section 4.12 Persons Authorized to Speak on Behalf of the GLCC.
The only persons who may speak on behalf of the GLCC are those who have been authorized by consensus at a meeting of the GLCC Steering Committee."
Officers, Agents and Employees
Section 5.01 General Provisions.
The officers of the GLCC shall be a Facilitator, a Scribe, and a Steward and may include others if the Steering Committee designates them as such. All officers shall be members of the Steering Committee.
Section 5.02 Term of Office, Vacancies and Removal.
The officers shall be elected by the Steering Committee and shall have a term of office for 3 months. After 3 months, an election shall be held by the Steering Committee in which each officer (Facilitator, Scribe, and Steward) who presently holds an officer may run again for another 3 month term. Any officer may hold more than one office, but the offices of Facilitator and Scribe shall not be held by the same person. Any officer may be removed by the Steering Committee with or without cause. If an officer is removed without cause, the removal in and of itself does not waive the officer's contract rights, if any exist. The election of a person as an officer does not in itself create contract rights.
Section 5.03 Powers and Duties of Officers.
Subject to the control of the Steering Committee members, all officers shall have the authority to manage the affairs and property of the GLCC as provided in these GLCC By-laws or by resolution of the Steering Committee and, to the extent not so provided, as generally pertain to their respective offices.
The Facilitator shall have the duty to prepare the agenda for Steering Committee meetings and to facilitate the Steering Committee meetings. The Scribe shall take the minutes at the Steering Committee meetings and keep a journal of decisions plus correspondence, member list and other documents. The Steward shall handle all dealings with money, checks, accounting, taxes and contracts of the GLCC. If an officer is not able to attend a Steering Committee meeting, the Steering Committee members will designate a Steering Committee member who is present at the meeting to temporarily fulfill the duties of the absent officer for that particular meeting. Officers' duties listed above may be changed, added, or deleted by a consensus vote of the Steering Committee at any Steering Committee meeting.
Section 5.04 Compensation of Officers.
Officers shall not receive any salaries for their services. Officers may be reimbursed for expenses actually and necessarily incurred by him or her in connection with their services as officers of the Steering Committee. Officers are encouraged to obtain prior approval by the Steering Committee for proposed expenses.
Section 5.05 Agents and Employees.
The Steering Committee may appoint agents and employees who shall have authority and perform duties as prescribed by the Steering Committee. The Steering Committee may remove any agent or employee at any time with or without cause. If an agent or employee is removed without cause, the removal in and of itself does not waive the agent's and employee's contract rights, if any exist. The appointment of a person as an agent or employee does not in itself create contract rights.
Section 5.06 Compensation of Agents and Employees.
The compensation of agents and employees appointed by the Steering Committee shall be fixed by the Steering Committee. The Steering Committee may require that agents and employees give security for the faithful performance of their duties.
Section 6.01 Fiscal Year.
The fiscal year of the GLCC is the calendar year or another period as may be fixed by the Steering Committee.
Section 6.02 Checks, Notes, Contracts.
The Steering Committee shall determine who is authorized on GLCC's behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money; to enter into contracts; or to execute and deliver other documents and instruments.
Section 6.03 Books and Records.
The GLCC shall keep (1) correct and complete books and record of account, (2) minutes of Steering Committee meetings, special committee meetings and any other proceedings of its members, and (3) a current record containing the names and addresses of all members, Steering Committee members and Officers of the GLCC. Any of the books, records and minutes of the GLCC may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 6.04 Amendments to GLCC BY-laws.
These GLCC By-laws may be amended or repealed or new By-laws adopted by two-thirds (2/3) vote of the members present at any GLCC meeting, provided notice of the intention to amend or repeal or adopt the GLCC By-laws has been announced in the notice of the GLCC meetings, including a concise statement of the proposed changes.
Section 6.05 Indemnification and Insurance.
The GLCC may purchase and maintain insurance to indemnify GLCC, its Steering Committee members and its officers to the full extent indemnification is permitted by law. If any part of this Article VI is found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 6.06 Conflict Resolution.
If any major conflict, disagreement or reoccurring issue arises among the GLCC Steering Committee members or between the GLCC Steering Committee and the GLCC members at large, the GLCC Steering Committee may use a conflict resolution method such as mediation and/or facilitation in order to peacefully resolve the conflict, disagreement or reoccurring issue.