SECTION 1: PURPOSES
Boston Food Cooperative, Inc. is organized for the following purposes:

(a) To organize the purchasing power of its members and others to provide them with food, household goods, and other products they may request, with an emphasis on healthy food at reasonable prices.

(b) To educate its members and shoppers regarding co-operative principles and practices, and the nutritional, health, and social effects of its products and services.

(c) To publicize principles of co-operative organization, management, and decision-making.

(d) To associate and share knowledge with other co-operative organizations, and to advance the co-operative movement for the mutual benefit of all people.

(e) To provide a positive and rewarding work environment for its paid and volunteer staff. In pursuit of these purposes, Boston food Cooperative, Inc. will not discriminate in any way on the basis of race, color, national origin, sex, age, religion, sexual preference, or physical or mental disability.

SECTION 2: POWERS
The corporation shall have the power:

(a) To purchase, receive, take by grant, devise, bequest or otherwise, lease, or otherwise deal in and with, real or personal property, or any interest therein, wherever situated;

(b) To sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber, or create a security interest in, all or any of its property, or any interest therein, wherever situated;

(c) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities;

(d) To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds and other obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein,
wherever situated.

(e) To lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(f) To do business, carry on its operations, and have offices and exercise the powers granted by these articles in any jurisdiction within or without the United States;

(g) To be an incorporator of other corporations of similar or related kind, and;

(h) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is formed: provided that no such power shall be exercised in a manner inconsistent with Chapter 180 of the General Laws of the Commonwealth.

SECTION 1: DEFINITION OF MEMBERS AND MEMBER ACCOUNTS

(a) Admission of new members. A person may become a member of the cooperative upon:

The board of directors may provide for privileges to be extended to a member’s family or household. A newly admitted member shall be deemed an active member with full voting privileges for one year from the date of admission and shall, thereafter be classified as an active or inactive member pursuant to article 3, section 1(f).

(b) Membership account. Each member shall have a membership account on the books of the cooperative. Membership accounts do not bear interest, are not transferable and are not refundable except upon the member's withdrawal from the cooperative. The board of directors shall determine from time to time the minimum amount required in a membership account, the amount of a fully paid membership account and the procedure for making payments into a membership account until it is fully paid. No member is liable or may be assessed if a membership account is less than fully paid.

(c) Refund of member account. A member who withdraws is entitled to receive a refund of the balance in his or her membership account in accordance with policies as may be determined by the board of directors. The board of directors may adopt policies for the frequency and timing of refunds, postponement or suspension of refunds, and other conditions.

(d) Offsets against membership account. The cooperative may offset a member's membership account for any debt of the member’ to the cooperative.

(e) Processing fees. The board of directors may establish reasonable fees for processing membership applications, withdrawals and other membership transactions.

(f) Inactive members. The board of directors may set a minimum amount of annual purchases for a member to qualify as an active member. The board of directors may also provide for a membership renewal fee or other method that will qualify a member as an active member without regard to minimum purchases. Only active members shall be entitled to vote at meetings of the members and only active members shall be counted in determining number of members required for quorums or determining the minimum number of votes required by the bylaws or the articles of organization to conduct an election or take any other action of the members. A member who is an inactive member for five consecutive years shall be deemed to have withdrawn from the cooperative and the membership account of such person shall be treated as a non-refundable contribution to the additional paid in capital of the cooperative.

(g) Confidentiality of information received by members. Members shall treat all information regarding the cooperative received by them as confidential information and shall not disclose such information to any competitor retail food outlet or any employee, owner, agent or affiliate of such competitor. If a member is or becomes an employee, owner, agent or affiliate of a retail food outlet in the Boston area, he or she shall not use information received regarding the cooperative for competitive purposes or in any manner that does not fully protect the proprietary interests of the cooperative.

SECTION 2: RIGHTS OF MEMBERS
A member of Boston Food Cooperative, Inc. has the following rights:

(a) to use the co-operative's services,

(b) to vote at meetings of the members, in referenda and in elections of the Board of Directors,

(c) to be informed about the Co-operative, at the discretion of management or ultimately, of the Board,

(d) to participate in committees, subject to the approval of the Board or committee members, and to work as a volunteer in the store for discounts, when appropriate work is available, and subject to standards of performance as determined by Management; and

(e) to attend Board of Directors meetings, except Executive Sessions.

SECTION 10: VOTING BY MEMBERS
Each member of the Corporation shall be entitled to one vote.

SECTION 1: POWERS AND RESPONSIBILITIES

(a) Subject to statute and any limitation in the Articles of Organization or these Bylaws, the activities and property of the Co-operative shall be managed and controlled by the Board of Directors, and all corporate powers shall be vested in and exercised by the Board of Directors.

(b) DELEGATION OF RESPONSIBILITY: The Board of Directors may delegate any of these powers and responsibilities to any person, committee, or organization, as it sees fit and to the extent permitted by law, though ultimate responsibility and authority always shall remain with the Board.

(c) ANNUAL REPORTS: The Board of Directors shall make such reports at the Annual Meeting as are necessary to disclose the financial condition and the status of affairs of the Corporation.

(d) MEMBER INVESTMENT PROGRAMS. The board of directors may establish programs under which the cooperative may issue notes or other debt instruments to members.

SECTION 2: COMPOSITION

(a) NUMBER: There shall be nine (9) Directors. As many as two (2) additional members of the Board of Directors may be appointed by the Board of Directors, following the procedure given in Article IV, Section 6. By amendment to these by-laws, this number may be changed within limits fixed by the Corporation's Certificate of Incorporation, and according to the procedures set forth in Article 9. If the number of Directors is decreased, each Director will serve the remainder of his/her term, unless resigned or removed.

(b) TERM OF OFFICE: Directors shall hold office for one, two or three years, as provided for in Section e, from the date of his/her election until the election and qualification of his/her successors unless other provisions of these by-laws come into effect to fill vacancies, replace resigned members or to remove Directors.

(c) ELIGIBILITY: All Directors must be members of the Corporation.

(d) RESTRICTIONS: No more than three salaried employees of the Corporation may serve on the Board of Directors at any one time.

(e) At any Board election, there shall be no more seats with three-year terms than one-third the total number of seats on the Board (rounded up if needed to make a whole number). There shall also be no more seats with two-year terms than one-half the remaining number of seats on the Board (rounded up if needed to make a whole number). The final remaining seats shall have one-year terms.

SECTION 3: ELECTION
(a) NOMINATIONS: Directors may be nominated either (a) by the Board-appointed Nominations and Elections Committee or (b) by a written petition signed by at least 20 twenty members and delivered to the Nominations and Elections Committee by the date set by the Board of Directors, usually at least forty-five days before the date of commencement of voting. No member of the nominating committee may be nominated for election to the Board. Candidates must be present at the annual meeting in order to be elected unless their presence is specifically waived by the Board.

(b) CONTESTED ELECTIONS: If there are more candidates nominated than there are vacant seats on the Board of Directors, then the election is contested. Members will have as many votes as there are vacant seats, and may cast no more than one vote for any nominee. The candidates who receive the most votes will be elected. If board terms of different lengths are being filled, longer terms will go to candidates receiving more votes. Ties shall be decided by coin toss.

(c) UNCONTESTED ELECTIONS: If there are no more candidates nominated than there are vacant seats on the Board of Directors, then the election is uncontested. In uncontested elections each member may vote "Yes" or "No" for each candidate. Candidates who receive more "Yes" votes than "No" votes are elected. Spoiled ballots or a failure to vote "Yes" or "No" for a candidate do not count as either "Yes" or "No" votes. If both two-year and one-year terms are being filled the two-year terms are awarded to the candidates with the largest number of "Yes" votes.

(d) ADMINISTRATION: Both Contested and Uncontested elections will be carried out by an in-store election using secret ballots. The Board shall set an election period of between two and six weeks beginning with the annual meeting. The Board Nominations and Election Committee will supervise the elections, making sure all deadlines and policies are adhered to. Candidates may have representatives present for the counting of ballots. The Board may also authorize balloting by mail and specify appropriate procedures.

SECTION 5: REMOVAL OF DIRECTORS

(a) BY THE BOARD OF DIRECTORS: A Director may be removed from his/her office by the affirming vote of a simple majority of the remaining Directors if he/she is absent from two consecutive regular or special meetings of the Board without giving notice to the Board of his/her intended absence at or before the start of these meetings.

(b) BY THE MEMBERSHIP: A Director may be removed from office for cause; cause shall include the following reasons:

(c) RIGHT OF THE DIRECTOR: Any Director recommended for removal shall be given written notice by mail at least 5 days prior to the meeting at which his/her removal is to be voted upon. This Director is also entitled to appear before and be heard by the Board.

SECTION 7: MEETINGS

(a) REGULAR: Regular meetings of the Board of Directors shall be held at least every 2 months. The exact time and place of these meetings shall be fixed by the Board of Directors.

(b) SPECIAL: The President or the Executive Committee may call special meetings of the Board. On written request of any 2 members of the Board, the Executive Committee or President must call a special meeting.

(c) NOTICE OF MEETINGS: All Directors shall receive written notice at their usual business or residence address of all Directors' meetings at least three days in advance or notice by telephone at least one day in advance. This notice may be waived by any Director. If every Director is present at a meeting, even though no notice of the meeting was given or wavers of notice received, any business may be transacted.

(d) QUORUM: At all meetings of the Board of Directors a simple majority of all the Directors elected or appointed shall constitute a quorum for the transaction of business.

(e) VOTING PARTICIPATION: Unless otherwise provided by statute or by these by-laws, those able to participate in decision making at Board meetings are those Board members present.

(f) VOTING: The Board of Directors will make decisions by majority vote.

(g) RECORD OF ACTION: Each of the official acts of the Board of Directors shall be recorded.

No indemnification shall be made under this Article unless, based on a review of readily available information, a reasonable determination is made by (1) majority vote of a quorum of disinterested Directors; (2) a special indemnification committee appointed by the Board; or (3) an independent counsel in a written opinion, that the Covered Person acted in good faith and in the reasonable belief that any action taken was in, and not opposed to, the best interests of the Co-operative and, with respect to a criminal action or proceeding, that the Covered Person had no reasonable cause to believe that the conduct was unlawful. In no event shall the Co-operative indemnify in relation to any matter in which the person to be indemnified is found not to have acted in good faith.

The foregoing indemnification provisions shall not be exclusive of other rights to which any Member, Director, agent, or employee may be entitled to as a matter of law.

SECTION 2: BY MEMBERS
The by-laws may be altered, amended, or repealed at any meeting of members of the Corporation by a majority provided that the proposed action is inserted in the notice of such meeting.