articles & bylaws

Articles of Incorporation & Bylaws

Articles updated October 21, 2021

Bylaws updated October 16th, 2025

ARTICLES OF INCORPORATION

Executed by the undersigned for the purpose of forming a Wisconsin Cooperative under Chapter 185 of the Wisconsin Statutes.

Article I

The name of the cooperative shall be Viroqua Food Cooperative.

Article II

The period of existence of the cooperative shall be perpetual.

Article III

The address of the cooperative is: 609 N Main Street, Viroqua, Wisconsin 54665.

Article IV

The purpose of the cooperative shall be to engage in any activity with the purposes for which cooperatives may be organized according to the laws of the state of Wisconsin, Chapter 185.

Article V

The cooperative is organized with capital stock in the following classes:

Class A: 14,000 shares- $25.00 par value per share

Class B: 7,000 shares- $25.00 par value per share

Class C: 127,000 shares- $25.00 par value per share

The preferences, limitations, designation, and relative rights of each class of stock are as follows:

Class A: Class A Stock is preferred stock without voting rights, except as provided in Wisconsin Statute Sections 185.52, 185.61, and 185.63. The rate of dividend upon said class of stock shall not exceed 8% of its par value for any year. Dividends of this class shall be cumulative. At the discretion of the Board of Directors, all dividends or distributions of the cooperative or any part thereof may be paid in certificates of preferred stock or credits on preferred stock or ad interim certificates representing fractional parts thereof, subject to conversion into full shares.

The cooperative reserves the prior right to acquire any Class A stock offered for sale by any shareholder or the right to recall the Class A stock of any shareholder. The consideration paid for sale by any Class A stock shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than par value, the consideration shall be such book value.

Class A stock shall only be traded on the books of the cooperative. The cooperative shall have a lien on all of its issued Class A preferred stock for all indebtedness of the holders thereof the cooperative.

Class A Stockholders may request the cooperative’s Board of Directors to redeem their stock at any time. Any redemption request requires approval of the cooperative’s Board of Directors.

Upon dissolution, the holders of Class A preferred stock shall be entitled to receive the par value of their stock, or its book value, whichever is lower, plus any dividend declared thereon before any distribution is made.

Class B: Class B stock shall be the membership stock of the cooperative. Class B stock shall be issued only to a person eligible to become a member of the cooperative as prescribed by the Articles and the cooperative’s Bylaws. Each member shall hold only one share of Class B stock and each eligible holder shall be entitled to one vote in any meeting of the stockholders. No dividends shall be paid on Class B stock. The Bylaws of this cooperative may specify that a holder of Class B stock may cease to be an eligible member by violation of conditions of membership as specified by the Bylaws. Class B stock is non-refundable stock.

Class C: Class C stock is preferred stock without voting rights, except as provided in Wisconsin Statute Sections 185.52, 185.61, and 185.63. The rate of dividend upon said class of stock shall not exceed 8% of its par value for any year. Dividends of this class shall be cumulative. At the discretion of the Board of Directors, all dividends or distributions of the cooperative or any part thereof may be paid in certificates of preferred stock or credits on preferred stock or ad interim certificates representing fractional parts thereof, subject to conversion into full shares.

The Board of Directors has the authority to issue Class C stock in multiple series. The Board shall establish the numbers of shares offered, rate of dividend, redemption terms, and any such additional terms and conditions as the Board deems appropriate at the time of issuance for each series of Class C stock.

The cooperative reserves the prior right to acquire any Class C stock offered for sale by any shareholder or the right to recall the Class C stock of any shareholder. The consideration paid for sale by any Class C stock shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than par value, the consideration shall be such book value.

Class C stock shall only be traded on the books of the cooperative. The cooperative shall have a lien on all of its issued Class C preferred stock for all indebtedness of the holders thereof the cooperative.

Upon dissolution, the holders of Class C preferred stock shall be entitled to receive the par value of their stock, or its book value, whichever is lower, plus any dividend declared thereon before any distribution is made.

Class C Stockholders may request the cooperative’s Board of Directors to redeem their stock at any time, subject to the terms and conditions of each series of stock. Any redemption request requires approval of the cooperative’s Board of Directors.

Article VI

The basis of distribution of assets upon dissolution, voluntary or involuntary, shall be provided by law, except as may be set forth in these Articles or the Bylaws of this cooperative in any provision not prohibited by law.

Article VII

The business affairs of the cooperative shall be agreed by the Board of Directors. The number of directors, the length of their terms, and manner of their election shall be set for in the Bylaws consistent with state statutes.

BYLAWS

SECTION I: NAME

1.1 The name of the cooperative shall be Viroqua Food Cooperative (the “Cooperative”).

SECTION II: PURPOSE

2.1 The purpose of the Cooperative shall be to provide high quality food at a reasonable price. Preference shall be given to food that is grown organically by local producers. The Cooperative shall also seek to offer products which are made and intended to be sold in environmentally sound ways.

2.2 The Cooperative shall strive to educate the public, both by example and by community outreach, about the benefits and potentials of cooperatives, and of sound nutrition and agricultural practices. The Cooperative shall also work to encourage other similar ventures in its neighborhood and beyond.

2.3 The Cooperative shall engage in any activity within the purpose for which cooperatives may be organized.

SECTION III: MEMBERSHIP

3.1 Member-Owner Eligibility. A “member-owner” is an individual who becomes the owner of the Cooperative by purchasing two (2) shares of Class A preferred stock and one (1) share of Class B stock and remitting full payment for the shares. Any adult individual age 18 or older may apply for membership in accordance with its purposes and the terms established by the Board of Directors of the Cooperative (“the Board”). The Cooperative shall not discriminate on social or political grounds or on the basis of race, color, creed, religion, disability, national origin, marital status, sexual orientation, sex or gender identity.

3.2 Admission. Any eligible person may be admitted as a member-owner upon approval of a membership application and payment in cash for the shares purchased of an amount at least equal to the par value of such share. All membership applications are subject to approval of the General Manager or the Board and payment in cash for the shares. In the event that there are multiple adults in the household, each adult shall be required to purchase the shares and provide payment in full. Each member in good standing, by virtue of their purchase of one (1) share of Class B ownership stock, shall be entitled to one (1) vote in connection with any ownership vote.

3.3 Rights. Member-owners have the right to elect the Cooperative’s Board, to attend meetings of the Board, to receive notice of and attend membership meetings, and to approve amendments to these bylaws. Each member-owner shall have one (1) vote and no more on all matters submitted to member-owners. The rights of member-owners shall apply only to active member-owners in good standing. All rights and responsibilities of member-owners are subject to applicable state law, the bylaws amended from time to time, and to policies and decisions of the Cooperative or the Board.

3.4 Responsibilities. Each member-owner is required to (a) keep current in the equity investments due to the Cooperative, (b) promptly notify the Cooperative of any changes to their name or current address, (c) comply with these bylaws and the policies and decisions of the Cooperative or the Board, and (d) shop at least once at the Cooperative’s stores in the preceding twelve (12) months. A member-owner who upholds these responsibility is eligible to be an active member in good standing.

3.5 Termination of Membership. A member-owner may terminate their membership voluntarily at any time by written notice to the Cooperative. Membership may be terminated involuntarily by the Board for cause after the member-owner is provided fair notice of the reasons for proposed termination and has an opportunity to respond in person or in writing. Causes may include intentional or repeated violation of any provision of the Cooperative’s bylaws or policies, actions that will impede the Cooperative from accomplishing its purposes, actions or threats that adversely affect the interests of the Cooperative or its member-owners, willful obstruction of any lawful purpose or activity of the Cooperative, breach of any contract with the Cooperative, or failure to maintain active status in good standing.

3.6 Class A & B ownership shares, Class C preferred shares, and retained patronage refunds are non-transferable, except as approved by the Board and any remaining paid in equity for such shares shall be returned upon termination of membership in the Cooperative, under terms determined by the Board, provided that the Board has determined that such equity is no longer needed by the Cooperative.

3.7 Member-Owner Electronic Notices. Member-owners may choose to receive notice from, communicate with, and participate in the member-owner votes electronically. It is the responsibility of each member-owner to provide and maintain a current electronic address with the Cooperative.

SECTION IV: OFFICERS AND BOARD OF DIRECTORS

4.1 Eligibility. Members of the Board (“Directors”) must be member-owners of the Cooperative in good standing. Employees and spouses or domestic partners of employees may not serve as a director. Any person with a conflict of interest so continuing and pervasive that they are unable to effectively fulfill the responsibility of a director with the Cooperative shall not be qualified to serve as a director.

4.2 Number and Term. There shall be seven (7) directors. Directors shall serve staggered three (3) year terms, with two (2), two (2) and three (3) directors elected in successive years, respectively. Directors shall not be limited in the number of terms served.

4.3 Timing of meetings; Member Attendance. The Board shall meet monthly, a minimum of ten (10) times per year. These meetings shall be held at a regular, established time and an agenda will be made available at least two (2) days prior to the meeting. Any member may attend a meeting of the Board of Directors. Any member wishing to address the Board of Directors shall arrange time on the agenda. The Board may include a closed session in the agenda for any given meeting regarding confidential or proprietary matters such as: labor relations or personnel issues; negotiation of a contract; discussion of strategic goals or business plans, disclosure of which would adversely impact the Cooperative’s position in the marketplace, and/or discussion of a matter that may, by law or contract, be considered confidential. Any person, other than Board members, may be asked to leave at the time of the closed session.

4.4 Quorum. A quorum shall consist of four (4) or more Board members. No decisions may be made in the absence of a quorum. Only Board members present may vote on matters before the Board, except that a Board member who is unable to attend may cast a vote in writing in advance.

4.5 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if approved in writing, including by electronic communication, by all Directors. The action shall be effective when approved by all the Directors unless a different effective time is provided in the action.

4.6 Removal. A Director may be removed by a two-thirds (2/3) vote of the remaining Directors for conduct detrimental to the Cooperative or for failure to adhere to Board policies. A Director may also be removed by a vote of the member-owners in accordance with voting procedures set forth in these bylaws.

4.7 Filling of Vacancies. In the event of a vacancy on the Board, the remainder of the Directors may, at the next Board meeting, elect a member-owner to fill in the position until the next annual meeting and Board election.

4.8 Conflicts of Interest. Directors shall have an ongoing obligation to disclose any actual or potential conflicts of interest to the Board. A director with a conflict shall recuse themselves from any discussion or decision-making related to the matter under consideration by the Board, unless the Board determines otherwise. Directors shall not engage in business transactions with the Cooperative except on the same terms and conditions as those generally available to other member-owners or in accordance with procedures specifically established to prevent preferential treatment.

4.9 Committees shall be initiated by the Board if necessary.

4.10 Officers. The officers of this Cooperative shall be a president, one or more vice presidents, a secretary and a treasurer who shall be elected by and from the Board. The offices of secretary and treasurer may be combined, and when so combined, the person filling such office shall be termed “secretary-treasurer.” The Board may designate additional officers as necessary for the effective conduct of Cooperative business, consistent with any requirement of state law.

4.11 Indemnification. The Cooperative shall indemnify and reimburse each present, past and future Director for any claim or liability (including expenses and attorneys’ fees actually and reasonably incurred in connection therewith) to which such person may become subject by reason of being a Director, to the full extent allowed by law, except to the extent the Director acted in bad faith.

4.12 Compensation. The Board shall have authority to establish reasonable compensation for the Directors. Any compensation approved shall be reported to the members-owners on an annual basis.

SECTION V: GENERAL MEMBERSHIP MEETINGS

5.1 Meetings. There shall be an annual member-owner meeting (the “Annual Owners Meeting”) in the fall of each year with thirty (30) days advance notice.

5.2 Special Meetings may be held if a majority of the Board calls for it. Such meetings must be announced to the member-owners at least ten (10) days in advance, along with the reason for the meeting. Notice of such meetings must be posted in the Cooperative and announced in a direct mailing to member-owners delivered to their postal or electronic address.

5.3 Number of Votes. Each member owner shall be entitled to one (1) vote in matters submitted to the ownership for approval.

5.4 Voting Procedures. Voting on all matters that member owners are entitled to vote will be conducted by paper ballot, electronic ballot, or both, as authorized by the Board. Unless otherwise specified in these bylaws, notice of the vote shall be posted in a conspicuous place within the Cooperative and delivered to member-owners by written notice sent to their postal or electronic address no less than fifteen (15) days prior to the close of the voting period. Unless otherwise stated in the articles of incorporation, or these bylaws, or required by law, all matters shall be decided by a majority of the member-owners casting votes. Proxy voting shall not be permitted.

5.5 Removal of Officers or Directors. Member-owners may remove an officer or Director from office by a vote of a quorum of the member-owners.

5.6 Quorum. A quorum of the member-owners shall consist of ten percent (10%) of the first one hundred (100) owners plus five (5%) of additional owners.

SECTION VI: AMENDMENTS TO THE ARTICLES AND BYLAWS

6.1 Bylaws. These bylaws may be adopted, amended or repealed by a vote of the member-owners conducted in accordance with sections 5.3, 5.4 and 5.6 of these bylaws. Proposed amendments must be published in a newsletter and posted in the cooperative at least thirty (30) days in advance of a meeting or for a minimum of thirty (30) days during the in-store, mail-in, or electronic voting period. Such notice must include the exact language of the proposed change and a brief explanation for the proposed change.

SECTION VII: FINANCES

7.1 Financial Operations. The Board shall monitor and plan for the Cooperative’s financial operation, present such information at the Annual Owners Meeting, and make recommendations regarding any action to be taken.

7.2 Budget. The budget for the upcoming fiscal year will be prepared by management and presented to the Board for review.

7.3 Fiscal Year. The fiscal year of the Cooperative shall begin on July 1 and end on June 30 of the following calendar year.

7.4 Audits. The Board shall have the power to have an audit made at any time it may see fit by a competent and disinterested auditor or accountant.

7.5 Consent of Member-owners. By obtaining or retaining membership in the Cooperative, each member-owner consents to take into account, in the manner and to the extent required by federal and state tax law, any patronage dividend received from the Cooperative. Each member-owner also agrees that if their patronage dividend is not cashed within 90 days of the date on which it was issued by the Cooperative, the Cooperative may, in the name of the member-owner, contribute the unclaimed amount to one or more organizations aligned with the Cooperative’s purpose, as determined by the Board from time to time.

7.6 Allocations to Member-Owners. The Cooperative shall allocate and distribute to member-owners the net profits derived from business conducted with them in a manner that qualifies as patronage dividends, consistent with Cooperative principles, applicable state and federal laws, and generally accepted accounting principles. The board shall determine when and how such allocations and distributions will be made, subject to all applicable legal requirements.

7.7 The adjusted net profit for each fiscal year shall be allocated to each member-owner in the proportion in which their patronage bears to the total of all member-owner patronage during the year. Patronage shall be understood to mean goods and services purchased from the Cooperative and shall be measured in terms of the dollar amount. Any allocations of such a nominal amount as not to justify the expenses of distribution may, as determined by the Board, be excluded from distribution provided that they are not then or later distributed to other member-owners.

7.8 In the event the Cooperative should incur a net loss in any fiscal year, such loss may be charged against retained earnings or other unallocated owners’ equity. If the net loss exceeds such amounts, or in any event if the Board so determines, the amount of such loss may either be carried forward to offset adjusted net profit of subsequent fiscal years. Any such allocated net loss shall be charged first against retained patronage refunds of prior fiscal years and then against patronage refund allocations in subsequent years. Allocated net losses shall not otherwise be assessed to or collected from member-owners.

7.9 Retained Member-Owner Rights. Member-owners shall retain the right to waive, in whole or in part, any patronage refunds to which they may be entitled, by action taken at a duly called meeting of member-owners.