WHOLE FOODS, INC., (A.A.L.)
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.
corporate purposes and powers are set out in the Articles of Association and Incorporation,
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.
In addition to the principal office,
the corporation may have such other offices as may be helpful or convenient to
the corporations operations.
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.
Membership shall not be transferable
and is nondivisible.
Members dependent children under 21
pay member prices.
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.
Annual and Special Meetings
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.
Special meetings of the voting members
for any purpose may be called by the President or by the Board of Directors.
The President or the Board of Directors
may designate any place in the City of Jackson, Mississippi, for annual
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
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.
Proxy voting shall not be permitted.
(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.
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.
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
Failure to hold the annual meeting of
voting members shall not work a forfeiture or dissolution of the corporation.
Board of Directors
General Powers. The business and affairs
of the corporation shall be managed by its Board of Directors.
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
Alternate Directors. Two Alternate
Directors shall be elected by the voting members at the annual meeting.
Regular Meetings. The Board of
Directors may provide, by resolution, the time and place for holding regular
meetings without other notice than such resolutions.
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.
Requirements of Notice. Notice of any
special meeting of Directors shall be determined by resolution of the Board of
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.
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.
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.
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.
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
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.
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.
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.
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
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
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.
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.
Contracts, Loans, Checks and Deposits
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
- 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.
- 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.
- 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.
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.