BYLAWS OF PEOPLE’S ORGANIZATION OF COMMUNITY ACUPUNCTURE
SECTION 1. OFFICES
1.1 Principal Office. The principal office of the Cooperative will be located aT 3526 NE 57th Avenue, Portland, OR 97213, unless otherwise designated by the Board of Directors of the Cooperative (the “Board”).
1.2 Other Offices. From time to time, the Board, or officers of the Cooperative acting under their authority, may establish offices of the Cooperative in addition to its principal office. Such offices may be within or outside Oregon.
SECTION 2. MEMBERS’ MEETINGS AND VOTING
2.1 Meetings; Action Without Meeting.
2.1.1 The annual meeting of the members will be held on the 18 of March of each year at 11:59 p.m., unless a different date or time is fixed by the Board and stated in the notice of the meeting. The failure to hold an annual meeting on the stated date will not affect the validity of any action of the Cooperative.
2.1.2 Special meetings of the members, unless otherwise prescribed by applicable law, may be called by the President or the Board and must be called by the President upon the written demand of the holders of not less than 10% of all the votes entitled to be cast on any issue proposed to be considered at the special meeting. The demand will describe the purposes for which the meeting is to be held and will be signed, dated, and delivered to the Secretary.
2.1.3 Members may participate in a members’ meeting by, or conduct the meeting through, use of any means of communications by which all members participating may simultaneously hear each other during the meeting, except that no meeting for which a written notice is sent to members may be conducted by this means unless the notice states that participation in this manner is permitted and describes how any member desiring to participate in this manner may notify the Cooperative. Participation in a meeting by this means constitutes presence in person at the meeting.
2.2 Place of Meetings. Meetings of the members will be held at any place in or out of Oregon designated by the Board. If no meeting place is designated, the meeting will be held at the Cooperative’s principal office.
2.3 Notice of Meetings; Waiver of Notice.
2.3.1 Written or printed notice stating the date, time, and place of the members’ meeting and, in the case of a special meeting or a meeting for which special notice is required by applicable law, the purposes for which the meeting is called, must be delivered by the Cooperative to each member entitled to vote at the meeting and, if required by applicable law, to any other members entitled to receive notice, not earlier than 30 days nor less than 7 days before the meeting date. If mailed, the notice will be deemed delivered when it is mailed to the member with postage prepaid at the member’s address shown in the Cooperative’s record of members. Notice will also be placed on the Website.
2.3.2 A member may at any time waive any notice required by applicable law, these Bylaws, or the Articles of Incorporation (the “Articles”). The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the Cooperative for inclusion in the minutes for filing with the Cooperative’s records. A member’s attendance at a meeting waives objection to (a) lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the member objects to
considering the matter when it is presented.
2.4 Fixing of Record Date. The Board may fix a future date as the record date to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote, to take any other action. This date will not be earlier than 50 days or, in the case of a meeting, not later than 10 days before the meeting or action requiring a determination of members. The record date for any meeting, vote, or other action of the members will be the same for all voting groups. If not otherwise fixed by the Board, the record date to determine members entitled to notice of and to vote at an annual or a special members’ meeting is the close of business on the day before the notice is first mailed or otherwise transmitted for delivery to members.
2.5 Members’ List for Meeting. After a record date for a meeting is fixed, the Cooperative will prepare an alphabetical list of all members entitled to notice of the members’ meeting. The members’ list will be available for inspection by any member, upon proper demand as may be required by applicable law, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Cooperative’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. The Cooperative will make the members’ list available at the meeting, and any member or the member’s agent or lawyer will be entitled to inspect the list at any time during the meeting or any adjournment. The refusal or failure to prepare or to make available the members’ list does not affect the validity of action taken at the meeting.
2.6 Quorum; Adjournment.
2.6.1 A quorum exists if either 50% of the total members entitled to vote on a matter are present, or at least 20% or 25 members from each membership class are present. For purposes of determining a quorum, members who have submitted a ballot or signed vote will be treated as present, but only on the matter(s) for which the ballot or vote is submitted.
2.6.2 A majority of votes represented at the meeting, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any member of any adjournment, except that notice is required if a new record date is or must be set for the adjourned meeting. At an adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. A new record date must be set if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
2.6.3 Once a member is represented for any purpose at a meeting, it is present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting.
2.7 Voting Requirements; Action Without Meeting.
2.7.1 Except as required by the Oregon Cooperative Corporation Act (the “Act”) or by the Articles, each member, regardless of class, is entitled to one vote on each matter voted on at a members meeting. Only members are entitled to vote.
2.7.2 If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by applicable law or the Articles. Unless otherwise provided in the Articles, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
2.7.3 Any action required or permitted by applicable law to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the Secretary for inclusion in the minutes for filing with the Cooperative’s records. Member action taken by written consent is effective when the last member signs the consent unless the consent specifies an earlier or later effective date.
2.8 Manner of Voting.
2.8.1 Entity Members. A member who is not an individual may designate a representative to cast its vote. In the absence of such a designation, the member will be represented by its principal officer.
2.8.2 Vote by Mail. The Board may, in its discretion, submit or cause to be submitted by mail ballot any question to be voted on at any member meeting, including the election of directors. If the Board authorizes a vote by mail, the Secretary will follow the procedure set forth in ORS 62.265(3).
2.8.3 Consensus Decision Making. The members, by a two-thirds vote of those present, may elect decision making by consensus.
2.9 Cooperative’s Acceptance of Votes.
2.9.1 Without limiting the provisions of the Act, if the name signed on a vote, consent, waiver, or designation corresponds to the name of a member, the Cooperative, if acting in good faith, is entitled to accept the vote, consent, waiver, or designation and to give it effect as the act of the member. If the name signed on a vote, consent, waiver, or designation does not correspond to the name of its member, the Cooperative, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or designation and to give it effect as the act of the member if:
(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(b) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the Cooperative requests, evidence of fiduciary status acceptable to the Cooperative has been presented with respect to the vote, consent, waiver, or designation;
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the Cooperative requests, evidence of this status acceptable to the Cooperative has been presented with respect to the vote, consent, waiver, or designation; or
(d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the Cooperative requests, evidence acceptable to the Cooperative of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver, or designation.
2.9.2 The Cooperative is entitled to reject a vote, consent, waiver, or designation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.
SECTION 3. INSPECTION RIGHTS AND OTHER PROVISIONS REGARDING MEMBERS
3.1 Records of the Cooperative.
3.1.1 Consistent with the Act, the Cooperative must keep, or cause to be kept, (a) as permanent records minutes of all meetings of its members and the Board, and a record of all actions taken by the members or the Board without a meeting, (b) appropriate accounting records, and (c) a record of its members, in a form that permits preparation of a list of the names and addresses of all members in alphabetical order by class of membership.
3.1.2 The Cooperative must keep a copy of the following records at its principal or registered office:
(a) Its Articles and all amendments to them currently in effect;
(b) Its Bylaws and all amendments to them currently in effect;
(c) Resolutions adopted by the Board;
(d) The minutes of all members’ meetings and records of all action taken by members without a meeting;
(e) All written notices to all of the members as such within the past three years;
(f) A list of the names and business addresses of its current directors and officers; and
(g) Its most recent annual report delivered to the Secretary of State of Oregon.
3.2 Inspection of Records by Members.
3.2.1 Subject to the right of the Cooperative to impose a reasonable charge for costs of labor and its materials, a member of the Cooperative is entitled to inspect and copy, during regular business hours at the Cooperative’s principal office, any of the records of the Cooperative described in Section 3.1.2 if the member gives the Cooperative written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy such records.
3.2.2 Consistent with Section 3.2.3 and the Act, a member of the Cooperative is
entitled to inspect and copy, during regular business hours at a reasonable location specified by the Cooperative, any of the following records of the Cooperative if the member gives the Cooperative written notice of the member’s demand at least five business days before the date on which the member wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the Board, records of any action of a committee of the Board while acting in place of the Board on behalf of the Cooperative, minutes of any meeting of the members, and records of action taken by the members or the Board without a meeting, to the extent not subject to inspection under Section 3.2.1;
(b) Accounting records of the Cooperative, including tax returns; and
(c) The record of members.
3.2.3 A member may inspect and copy the records identified in Section 3.2.2 only if:
(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member described with reasonable particularity the member’s purpose and the records the member desires to inspect; and
(c) The records are directly connected with the member’s purpose.
3.3 Membership Fee. The membership fee will be as set forth in the Articles, as amended, except the Board may, by resolution, modify the membership fee.
3.4 Membership Classes, Eligibility, and Termination.
3.4.1 Classes of Membership. There are four classes of membership: Community Member, Practitioner Member, POCA Member clinics, and Supporter Institutions.
3.4.2 Membership Eligibility and Acceptance. Membership in the Cooperative is open to any person or institution that supports the purposes of the Cooperative as expressed in the Articles, these Bylaws, and any of the policies of the Cooperative. The Board, in its discretion, may refuse any application for membership. The grounds for refusing an application for Membership are a determination by majority vote of the Board that the applicant is working in a manner contrary to the goals of the Cooperative. Any individual Member can only have one membership (in one of the two individual Member classes).
3.4.3 Patient/Community Membership and Rights. The price of a Patient/Community Membership shall be set by the Articles, except as modified by the Board. Members who have paid their one-time membership fee and have begun paying their annual fees are entitled to all the rights and privileges of membership, including voting rights. Each Member has one vote. No Member may sell or otherwise transfer his or her membership. All certificates or cards representing membership shall have a notation thereon referring to the restrictions governing their transfer. Other benefits and responsibilities will be determined by the Board, and delineated in the Member Handbook.
3.4.4 Practitioner Membership and Rights. The price of a Practitioner Membership shall be set by the Articles, except as modified by the Board. Members who have paid their one-time membership fee and have begun paying their annual fees are entitled to all the rights and privileges of membership, including voting rights. Each Member has one vote. No Member may sell or otherwise transfer his or her membership. All certificates or cards representing membership shall have a notation thereon referring to the restrictions governing their transfer. Other benefits and responsibilities will be determined by the Board, and delineated in the Member Handbook.
3.4.5 POCA Clinic Membership and Rights. The price of a POCA Clinic Membership shall be set by the Articles, except as modified by the Board. Members who have paid their one-time membership fee
and have begun paying their annual fees are entitled to all the rights and privileges of membership, including voting rights. Each Member has one vote. No Member may sell or otherwise transfer his or her membership. All certificates or cards representing membership shall have a notation thereon referring to the restrictions governing their transfer. Each POCA Clinic shall have at least one owner who is also an Individual (voting) Member, and shall agree to the other terms of POCA Clinic Membership, as set by the Board. Other benefits and responsibilities will be determined by the Board, and delineated in the Member Handbook.
3.4.6 Supporter Institution Membership and Rights. The price of a POCA Clinic Membership shall be set by the Articles, except as modified by the Board. Members who have paid their one-time membership fee and have begun paying their annual fees are entitled to all the rights and privileges of membership, including voting rights. Each Member has one vote. No Member may sell or otherwise transfer his or her membership. All certificates or cards representing membership shall have a notation thereon referring to the restrictions governing their transfer. Other benefits and responsibilities will be determined by the Board, and delineated in the Member Handbook.
3.4.7 Membership Termination. Any Member may voluntarily end his or her membership at any time. No fees will be refunded. Requests shall be in writing.
3.4.8 Expulsion of Members. The Board, by at least a two-thirds majority vote taken at a duly constituted Board meeting, and after informing a Member in writing of the reasons advanced for his/her/its expulsion and affording him/her/its representatives a chance to be heard, may order the removal from Membership of a Member. The grounds for expulsion are a determination, at the Board’s discretion, that the Member is working in a manner detrimental to the Cooperative. The expulsion is subject to the following provisions:
(a) The Board shall within five days from the date on which an order of the Board is made under this section, notify the Member of the order by registered letter addressed to the Member’s last known address; and
(b) Appeal from such order of the Board may be taken by the Member to the next annual general Meeting, where the Membership shall decide by majority vote whether to re-instate any member.
SECTION 4. BOARD OF DIRECTORS
4.1 Duties of Board of Directors. All powers of the Cooperative will be exercised by or under the authority of the Board, and the business and affairs of the Cooperative will be managed under the direction of the Board.
4.2 Number, Term, and Qualification. The initial number of directors is six, and the number of directors will otherwise be determined from time to time by the Board. At least three directors will be elected by the Patient/Community Members and at least three directors will be elected by the Practitioner Members. Additional directors will be elected by the membership or categories of the membership as determined by the Board. The term of a director will expire at the next annual meeting of members after his or her election. No reduction in the number of directors will shorten the term of any incumbent director. Despite the expiration of a director’s term, the director will continue to serve until the director’s successor is elected and qualified or the number of directors is decreased. Each director will be a member of the Cooperative, in good standing for at least one year.
4.3 Chairperson of the Board. The Cooperative may also have, at the discretion of the Board, a Chairperson of the Board who will not be considered an officer of the Cooperative.
4.4.1 An annual meeting of the Board will be held without notice other than this Bylaw immediately after, and at the same place as, the annual meeting of members. The Board may provide by resolution the time and place for the holding of additional regular meetings within or outside Oregon without notice other than the resolution.
4.4.2 Special meetings of the Board may be called by or at the request of the President or any director. The person or persons authorized to call special meetings of the Board may fix any place within or outside Oregon as the place for holding any duly called special meeting of the Board.
4.4.3 Attendance at meetings of the Board is limited to the members of the Board; provided, however, that individuals who are not members of the Board may attend meetings of the Board only upon invitation by the Board.
4.5 Notice of Meetings; Waiver of Notice.
4.5.1 Notice of the date, time, and place of any special meeting of the Board must be given at least 3 days before the meeting by notice communicated in person or by telephone, e-mail, other form of wire or wireless communication, mail, or private carrier. If written, notice will be effective at the earliest of (a) when received, (b) three days after its deposit in the United States mail, as evidenced by the postmark, if mailed and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Notice by all other means will be deemed effective when received by or on behalf of the director. Notice of any regular or special meeting need not describe the purposes of the meeting unless required by applicable law or the Articles.
4.5.2 A director may at any time waive any notice required by applicable law, these Bylaws, or the Articles. Except as set forth below, the waiver must be in writing, be signed by the director entitled to the notice, specify the meeting for which notice is waived, and be filed with the minutes or corporate records. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
4.6 Quorum. Two-thirds of the number of directors fixed in accordance with Section 4.2 with at least one director elected by the Community Members and at least one director elected by the Practitioner Members constitutes a quorum for the transaction of business at any meeting of the Board. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
4.7 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless a different number is provided by applicable law, the Articles, or these Bylaws. The Board may, in its discretion, act by consensus when supported by at least two-thirds of directors present at the meeting.
4.8 Meeting by Telephone Conference; Action Without Meeting.
4.8.1 Directors may participate in a regular or special meeting by, or conduct the meeting through, use of any means of communications by which all directors participating may simultaneously hear each other during the meeting. Participation in a meeting by this means constitutes presence in person at the meeting.
4.8.2 Any action that is required or permitted to be taken at a meeting of the Board may be taken without a meeting if one or more written consents describing the action taken are signed by all of the directors entitled to vote on the matter and included in the minutes or filed with the corporate records reflecting the action taken. The action will be effective when the last director signs the consent unless the consent specifies an earlier or a later effective date.
4.9 Vacancies. Any vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the members, the Board, the remaining directors if less than a quorum (by the vote of a majority thereof), or by a sole remaining director. Any vacancy not filled by the directors will be filled by election at an annual meeting or at a special meeting of members called for that purpose. A vacancy that will occur at a specified later date, by reason of a resignation orotherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
4.10 Compensation and Expenses. By resolution of the Board, the directors may be paid their expenses for attending meetings of the Board. No director will hold a position in the Cooperative on a regular salary unless approved by the unanimous consent of the disinterested directors.
4.11 Presumption of Assent. A director who is present at any meeting of the Board or any committee meeting is deemed to have assented to the action taken at the meeting unless (a) the director’s dissent or abstention from the action is entered in the minutes of the meeting, (b) the director delivers a written notice of dissent or abstention to the action to the presiding officer of the meeting before any adjournment or to the Cooperative immediately after the adjournment of the meeting, or (c) the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to the holding of the meeting or transacting business at the meeting. The right to dissent or abstain is not available to a director who voted in favor of the action.
4.12 Removal. The members may remove one or more directors, with or without cause, at a meeting expressly called for that purpose unless the Articles provide for removal for cause only.
4.13 Resignation. Any director may resign by delivering written notice to the Board or the Cooperative. Unless the notice specifies a later effective date, a resignation notice shall be effective upon the earlier of (a) receipt, (b) five days after its deposit in the United States mails if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by addressee. Once delivered, a resignation notice is irrevocable unless revocation is permitted by the Board.
SECTION 5. DIRECTOR CONFLICT OF INTEREST
5.1 Transactions with Members of the Board. A transaction in which a director of the Cooperative has a direct or indirect interest is valid notwithstanding the director’s interest in the transaction if (a) the material facts of the transaction and the director’s interest are disclosed or known to the Board and it authorizes, approves, or ratifies the transaction by a vote or consent sufficient for the purpose without counting the votes or consents of directors with a direct or indirect interest in the transaction, (b) the material facts of the transaction and the director’s interest are disclosed or known to members entitled to vote and they authorize, approve, or ratify the transaction by a majority vote, or (c) the transaction is fair to the Cooperative.
5.2 Board Approval. A conflict of interest transaction may be authorized, approved, or ratified if it receives the affirmative vote of a majority of directors on the Board who have no direct or indirect interest in the transaction; provided, however, that such a transaction may not be authorized, approved, or ratified by a single director. If a majority of such directors votes to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action.
5.3 Member Approval. A conflict of interest transaction may be authorized, approved, or ratified by a majority vote of members entitled to vote thereon. Membership interests owned by or voted under the control of a director or an entity controlled by a director who has a direct or indirect interest in the transaction are not entitled to vote with respect to a conflict of interest transaction. A majority of the members, whether or not present, that are entitled to be counted in a vote on the transaction constitutes a quorum for the purpose of authorizing, approving, or ratifying the transaction.
SECTION 6. OFFICERS
6.1 Appointment; Duties of Certain Officers. The Board at its first meeting following its election each year will appoint a President, a Secretary and a Treasurer (the Primary Officers). The Board or the President may appoint any other officers, assistant officers, and agents. Any two or more offices may
be held by the same person. At least one of the Primary Officers must also be a member of the Board.
6.1.1 Unless otherwise determined by the Board, the President will, subject to the control of the Board, be responsible for the general operation of the Cooperative. The President will have any other duties and responsibilities prescribed by the Board.
6.1.2 The Secretary will record and keep the minutes of all meetings of the Board and members in one or more books provided for that purpose and perform any duties and responsibilities prescribed by the Board or the President.
6.1.3 The Treasurer will be in charge of the finances in accordance with section 8 of these Bylaws, and will perform any duties or responsibilities prescribed by the Board or the President.
6.2 Compensation. The Cooperative may pay its officers reasonable compensation for their services as fixed by the Board, and consistent with the Act, Articles and these Bylaws.
6.3 Term. The term of office of each officer commences upon such officer’s respective appointment and continues until his or her successor is appointed or his or her resignation or removal becomes effective.
6.4 Removal. Any officer or agent appointed by the Board or the President may be removed by the Board at any time with or without cause.
SECTION 7. INDEMNIFICATION
The Cooperative will indemnify to the fullest extent not prohibited by law any current or former director or officer of the Cooperative who is made, or threatened to be made, a part to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other (including an action, suit, or proceeding by or in the right of the Cooperative), by reason of the fact that such person is or was a director, officer, employee, or agent of the Cooperative or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Cooperative, or serves or served at the request of the Cooperative as a director, officer, employee, or agent, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise.
SECTION 8. FINANCES AND LOANS FROM MEMBERS
8.1 Financial Operation. The Cooperative does not expect to allocate patronage or other equity to its members in the form of dividends. Membership and annual fees paid will be used as in a social entrepreneurship business, i.e. to promote the purposes of the Cooperative as stated in section 11. Any equity beyond what is required for the basic operations of the Cooperative will be used for such purposes agreed upon by the Board or voting membership and approved by the Board. The Cooperative operates on a cooperative basis and therefore decisions about how best to spend such funds will be made by the Board of Directors; however, the Board may occasionally seek input from the general membership in making such decisions. The Treasurer will prepare an annual report within four months of the end of each fiscal year, which will be presented to the Board and the general membership for review.
8.2 Dissolution. Should the Cooperative be dissolved, and any equity remains, it will be distributed to a cooperative development organization to be named by the directors.
8.3 Loans. The Board of Directors is granted authority to authorize one or more series of loans to or from individual or institutional Members and to fix and determine with respect to each series:
(a) The designation of such series and the limitation, if any, on the number and amount of loans which may be solicited;
(b) The terms and conditions on which the principal will be repaid; and
(c) The rate of interest and the terms and conditions on which it will be paid. Except as may be otherwise provided in the resolutions providing for the issue of a particular series, the Board of Directors may from time to time increase the number and amount of loans of any series already created. All loans to or from individual or Institutional Members of all series shall be of equal rank and be identical in all respects except in respect to the particulars which may be fixed by the Board of Directors as herein above noted.
8.4 Early Repayment. The Cooperative by action of its Board of Directors may repay the whole or any part of the loans from individuals or institutional Members, at any time on 30 days notice by repaying the principal and any accumulated and unpaid interest.
8.5 Transfer. The loan may be transferred only back to the Cooperative.
8.6 Eligibility. Loan offers will be made only to Members who the Board of Directors has reasonable grounds to believe, and does believe, either have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the loan, or are able to bear the economic risks of the loan.
8.7 Lack of Registration. Loans from Members are not registered under the Securities Act of 1933, as amended, or any state’s Security Act. Each Loan Agreement shall bear a legend to that effect. Except as provided in section 8.5, loans are not transferable and are not intended to be securities.
8.8 Dissolution. Upon dissolution or distribution of the assets of the Cooperative, all loans shall be repaid before any distribution is made of any remaining equity.
SECTION 9. CONTRACTS, LOANS, CHECKS, AND OTHER INSTRUMENTS
9.1 Contracts and Loans. Except as otherwise provided by applicable law, the Board may authorize any officer or agent to execute and deliver any contract or other instrument in the name of and on behalf of the Cooperative. Authority relating to contracts and loans may be general or confined to specific instances.
9.2 Checks, Drafts, and Instruments. All checks, drafts, or other orders for the payment of money and notes or other evidences of indebtedness issued in the name of the Cooperative must be signed in the manner and by the officers or agents of the Cooperative designated by the Board.
SECTION 10. MISCELLANEOUS PROVISIONS
10.1 Severability. A determination that any provision of these Bylaws is for any reason inapplicable, invalid, illegal, or otherwise ineffective will not affect or invalidate any other provision of these Bylaws.
10.2 Amendments. These Bylaws may be amended or repealed and new Bylaws may be adopted by the members of the Cooperative.
10.3 Definitions. “Community Acupuncture” shall be defined as the practice of offering acupuncture:
(a) In a setting where multiple patients receive treatments at the same time;
(b) By financially sustainable and accountable means, whereby community acupuncture clinics depend directly on the support of the people who receive acupuncture in them, rather than on grants, donations, or other funding; and
(c) Within a context of accessibility, which we create by providing consistent hours, by making frequent treatments readily available, by offering affordable services, and by lowering all the barriers to treatment that we possibly can, for as many people as we possibly can, while continuing to be financially self-sustaining.
SECTION 11. PURPOSES
The purposes for which this Cooperative is formed are:
(a) To promote the spread and success of Community Acupuncture (as defined in section 10.3) through
the support and establishment of clinics, and any other legal means;
(b) To allow patients and community members a way to invest in Community Acupuncture clinics, for the benefit of their communities; and
(c) To support Community Acupuncture clinics (whether they be owned by patients, practitioners, or some combination) in being good employers and community members.
Adopted this 18 day of March, 2011.
Membership in POCA is not and should not be considered an investment. POCA is not organized to generate profits or capital appreciation and instead is organized to further the principles of the community acupuncture movement in general, and subscription as a member should not be pursued for investment purposes but instead to further the purposes of the cooperative. Membership interests are not registered under any state or federal securities law.