Catalyst Cooperative Bylaws#
Article I: Name and Office#
The principal office of Catalyst Cooperative shall be located in such location as may be determined from time to time by the Board of Directors.
Article II: Purposes#
The Cooperative shall strive to perform data and policy analysis in support of creating a more just, livable, and sustainable world for all humanity with focus areas including climate and energy policies, electric utility regulation and finances, and land-use, transportation, and housing policies.
The Cooperative shall strive to provide members with fulfilling work that is equitably compensated, while also allowing them the flexibility to pursue other paths in life. The Cooperative may produce free or low-cost and thus more widely available data products, applications, and policy analyses to help educate the public, inform public policymaking, and level the playing field between profit-maximizing and non-commercial interests.
The Cooperative may also have as one or more of its purposes any purpose or purposes permitted for cooperatives under Colorado law. The Cooperative shall be operated on a cooperative basis for the mutual benefit of its members.
Article IV: Member Meetings#
A. Distinction between Membership and Board Meetings#
Until such time as there are more than ten Members, all Members of the Cooperative shall serve on the Board of Directors and no person other than the Members of the Cooperative shall serve on the Board of Directors. Any meeting of the Members at which attendees neglect to specify whether they are meeting as Members or as directors shall be considered a Board of Directors meeting. All Cooperative decisions shall be made by the Board of Directors, except that the following acts require voting as Members:
Acceptance and removal of Members;
Election of directors;
Dissolution of the Cooperative;
Amendments of these Bylaws; and
Amendments to the Articles of Incorporation
B. Member Voting#
The voting power of the Members shall be equal (one Member, one vote). Whenever Members are disqualified from voting on any matter, they shall not be counted for the determination of a quorum or the required vote to approve an action. There shall be no voting by proxy. There shall be no cumulative voting.
C. Annual Meeting#
The annual meeting of the Members shall be held during the first calendar quarter of each year, as scheduled by the Board of Directors, and shall be for the purpose of undertaking the election of directors should the number of Members exceed ten, and for the transaction of such other business as specified by the President, by the Board of Directors, or by at least ten percent of the Members. If the election of directors shall not be held as specified by these Bylaws, the Board of Directors by unanimous vote shall cause a special election to be held as soon as convenient.
D. Special Meetings#
Special meetings of the Members for any lawful purpose may be called by the President, by the Board of Directors, or by at least ten percent or more of the Members, as evidenced by a written signed petition. The Secretary shall provide written notice of such meeting at least ten days prior thereto.
E. Place of Meeting#
The Board of Directors may hold meetings electronically or designate any place as the place for any annual meeting or special meeting.
F. Participation by Electronic Transmission#
Members not physically present in person at a meeting of Members may, by electronic transmission, participate in a meeting, be deemed present in person, and vote at a meeting of Members, and the Cooperative will implement measures to provide Members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to read or hear, and interactively participate in the proceedings of the meeting concurrently with those proceedings.
Whenever the Members meet, written notice of the meeting shall be transmitted not less than ten days before and no more than 60 days before the date of the meeting to each Member who, on the record date for notice of the meeting, is entitled to vote.
The notice shall state the place, date, and time of the meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and that no other business may be transacted, or (2) in the case of the regular meeting, those matters which the Board of Directors, at the time the notice is given, intends to present to the Members.
H. Waiver of Notice#
The transactions of any meeting of Members however called and noticed, and wherever held, are as valid as though done at a meeting duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by electronic transmission, provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing.
A majority of the Members in good standing shall constitute a quorum at a meeting of Members.
The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.
In the absence of a quorum, any meeting of Members may be adjourned from time to time by a majority of the Members present, but no other business may be transacted except as provided in the preceding paragraph.
J. Action Without a Meeting#
Any action required or permitted to be taken by the Members may be taken without a meeting, if all Members shall individually or collectively consent in writing to such action. In addition, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the Cooperative distributes a written ballot to every Member entitled to vote on the matter. That ballot and any related material may be sent by electronic transmission by the Cooperative and responses may be returned to the Cooperative by electronic transmission. That ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Cooperative.
Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
K. Record Date#
The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the Members entitled to notice of any meeting of Members. Such record date shall not be more than 60 nor less than ten days before the date of the meeting. If no record date is fixed, Members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of a meeting of Members.
Article IX: Allocations and Distributions#
A. Fiscal Year#
The fiscal year of the Cooperative shall end on the last day of December of each year.
“Surplus” shall be defined as the excess of revenues over expenses for a fiscal year attributable to Member labor.
“Profit” shall be defined as the excess of revenues over expenses for a fiscal year attributable to non-Member labor.
“Loss” shall be defined as the excess of expenses over revenues for a fiscal year.
Surplus, Profit, and Loss shall be determined on a tax basis. Surplus and Profit shall not include cash contributions by Members to capital.
“Expenses” shall include Distributions paid pursuant to Section IX(K), payments of any interest and principal on any debts of the Cooperative, and reasonable reserves as determined by the Board of Directors.
The “Collective Account” shall be Surplus, Profit, and reserves that are retained in the Cooperative and not distributed to members.
“Patronage” shall be defined by determination of the Board of Directors as a Member’s total hours worked for the Cooperative in a calendar year as a percent of the total hours worked for the Cooperative in that year by all Members.
“Patronage Dividends” shall have the definition contained in Internal Revenue Code Section 1388(a) (dividends paid to Members based on Patronage), the payment of which may be declined by the payee at their sole option and, if declined, shall be allocated to the Collective Account.
“Member Account” shall be defined as each Member’s capital account in the Cooperative (Initial Capital Contribution plus written notices of allocation minus Distributions and Losses plus/minus any other item that affects the balance in the Member’s capital account).
“Distribution” means the distribution of dividends, but does not include Patronage Dividends.
The Cooperative shall have a system of internal capital accounts as equity accounts to reflect its net worth, to reflect the allocation of net worth among the Members and Preferred Stockholders, and to determine the redemption value of Class A Common Stock, Preferred Stock, and written notices of allocation. The internal capital accounts consist of individual capital accounts, a retained earnings account, and any Preferred Stock accounts. The sum of the balances of the internal capital accounts is the net worth of the Cooperative.
Any Profit shall be credited to the Collective Account.
The Board shall have the discretion to allocate any Surplus or Loss between the Collective Account and Member Accounts, the latter which shall be allocated as Patronage Dividends in direct proportion to Patronage during the fiscal year. The Board shall have the authority to determine the need for and amount of a reasonable reserve, to be allocated to the Collective Account.
If a Loss is debited to an individual Member Account that represents Surplus previously credited to the Member in the form of a non-qualified written notice of allocation, the Member will either be directed by the Board of Directors to pay an assessment to cover the Loss (resulting in a reduction in current tax liability) or the Loss will be carried back or forward.
D. Patronage Dividends#
The Board shall have the discretion to determine the proportion of any Patronage Dividends made in cash payments and made to each individual Member Account as a written notice of allocation, so long as at least 20% is distributed in cash.
Patronage Dividends may be by qualified or non-qualified written notices of allocation or a combination of the two.
By becoming a Member of the Cooperative, each Member shall be deemed to have consented to include in their taxable income the amount of any qualified written notices of allocation and to pay tax thereon in accordance with Subchapter T.
E. Member’s Consent and Covenant to Declare Income for Tax Purposes#
Each Member shall take into account on their income tax return the amount of any Patronage Dividends which are made in qualified written notices of allocation (as defined in 26 U.S.C. Section 1388) at their stated dollar amounts in the manner provided in 26 U.S.C. Section 1385(a) in the taxable year in which such written notices of allocation are received by the Member.
F. Payment Rights Regarding Member Accounts#
When a Member’s Membership in the Cooperative is terminated for any reason, the amount in their Member Account will automatically be redeemed in exchange for debt or other interest as determined by the Board of Directors. The Cooperative shall repay the debt within five years of the Membership termination, with interest accruing at the discount rate adopted by the Federal Reserve Bank of Kansas City plus two percent, on the amount outstanding at the end of each fiscal year.
The Cooperative, in settling a Member Account, shall have the right to set off any and all indebtedness of the former Member to the Cooperative.
G. Periodic Redemption of Member Accounts#
The Cooperative shall aim to pay out in cash to the Members all funds in excess of their Initial Capital Contributions credited to their Member Accounts within three years after the date they were first credited. As a general rule, written notices of allocation credited to Member Accounts (including notices now converted to debt) will be paid out in the order in which they are credited, with the oldest paid out first; however, the Board of Directors can decide to accelerate the repayment of debt owed to former Members on a case by case basis. If the Cooperative does not have sufficient funds to pay out all funds credited to Member Accounts for a given fiscal year, then funds will be paid out in proportion to the balance in the Member Accounts.
H. Unclaimed Equity Interests#
If permissible under Colorado law, any proprietary interest in the Cooperative held by a Member that would otherwise escheat to the State of Colorado as unclaimed personal property shall instead become the property of the Cooperative if the Cooperative follows Colorado law with respect to such transfer, including but not limited any requirements for notice to the affected Member. No property or funds shall become the property of the Cooperative under this section if written notice objecting to the transfer is received by the Cooperative from the affected Member prior to the date of the proposed transfer.
I. Dissolution Distributions#
Upon liquidation, dissolution, or sale of the assets of the Cooperative, and to the extent represented in the records of the Cooperative, any assets left after payment of all debts and Member Account balances, including distribution on shares of preferred stock equal to the original purchase price, plus any declared but unredeemed dividends and any reinvested dividends (“Preferred Stock Liquidation Distribution”), shall be distributed to all persons who are Members in good standing or left the Cooperative as Members in good standing, or to their heirs, in proportion to such Members’ proportional Patronage of the Cooperative relative to the aggregate of all Members’ Patronage since the inception of the Cooperative, except that all of the remaining intellectual property of the Cooperative is to be released to the public under an open source/creative commons/open data-type license. No distribution need be made to any person who fails to acknowledge the receipt of notice of liquidation, dissolution, or sale of assets in a timely manner, which shall be limited to 30 days of the date of the written notice. Said notice shall be deemed sufficient if sent by certified mail or transmitted electronically, at least 30 days before distribution of any residual assets, to the person’s last known business or residence address. Provided distributions are made in accordance with this provision, the amount and form of distribution shall be final, binding and not subject to adjustment.
J. Maintaining Equitable Membership Contributions#
In order to ensure that Membership in the Cooperative may remain accessible for persons of modest means, the Cooperative will not raise its Initial Capital Contribution at a rate greater than the growth of the Consumer Price Index for the Denver Metro Area defined by the United States Department of Labor. Notwithstanding the foregoing, this provision may be modified as necessary to comply with applicable federal and state tax requirements.
N. Range of Compensation within the Cooperative#
No Member may be paid hourly compensation (not including Patronage Dividends) at a rate more than five times the hourly compensation rate (not including Patronage Dividends) of the Member with the lowest hourly compensation rate.
Article V: Directors#
A. Directors and Board Composition#
Should the number of Members exceed ten, the Members shall call a special meeting for the purpose of electing a Board of Directors.
The number of directors shall be not less than three nor more than seven. The first Board of Directors elected by the members shall have five directors.
B. Terms of Office#
The term of office of the directors shall be one year. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. A person whose Membership is terminated shall immediately cease to be a director of the Cooperative.
C. Nomination of Board#
Any Member in good standing may nominate a Member in good standing to be added to the ballot as a candidate for the Board of Directors at least ten days prior to the notice of a Board of Directors election.
D. Election of Board of Directors#
Directors shall be elected by assigning a number of points to each candidate based on their ranking by each Member voter. If N is the number of directors to be elected, then on each Member ballot the candidate selected first receives N points, the candidate selected second receives N-1 points, third N-2 points, etc. The N candidates receiving the highest number of points will be elected as directors. In the event of a tie for the last position, the winner(s) shall be chosen by straws.
E. Board of Directors Voting#
The vote of a majority of the directors in good standing and disinterested in the particular transaction to be voted upon, and present at a duly called and noticed meeting at which a quorum is present is the act of the Board of Directors. F. Notice of Board Meetings Regular Board of Directors meetings shall be electronically noticed to all directors by the Secretary of the Cooperative not less than ten days before the date of the meeting.
Special meetings of the Board of Directors shall be held upon at least 48 hours’ notice delivered electronically to all directors by the Secretary of the Cooperative.
A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board of Directors.
G. Waiver of Notice#
Notice of a meeting need not be given to any director who provides a waiver of notice or consent to holding the meeting or an approval of the minutes thereof in writing, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director.
H. Participation by Electronic Transmission#
Directors may participate in a meeting through use of electronic transmission as long as all directors participating in the meeting are able to read or hear, and interactively participate in the proceedings of the meeting concurrently with those proceedings.
A majority of directors then in office and in good standing constitutes a quorum of the Board of Directors for the transaction of business.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for the meeting.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting begun with a quorum to another time and place.
K. Action Without a Meeting#
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all directors shall individually or collectively consent in writing to such action.
L. Board Vacancies#
This section applies only if the number of Members exceeds ten and a Board of Directors has been elected.
“Vacancy” when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by death, resignation, removal, change in the number of directors, or otherwise.
The Board of Directors may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of unsound mind by a final order of court, or convicted of a felony.
Except for a vacancy created by the removal of a director, vacancies on the Board of Directors may be filled until the next annual meeting of Members by approval of the Board of Directors or, if the number of directors then in office is less than a quorum, by the unanimous written consent of the directors.
The Members may elect a director at any time to fill any vacancy not filled by the directors.
This section applies only if the number of Members exceeds ten and a Board of Directors has been elected. Any director may resign effective upon giving written notice to the President or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation.
So long as all Members constitute the Board of Directors, directors may not be removed except if they cease to be Members. If the number of Members exceeds ten and a Board of Directors has been elected, a director may at any time be removed from office for cause or without cause by a vote of a majority of the Members, excluding the director subject to the removal vote. A director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove the director.
Any reduction of the authorized number of directors does not remove any director prior to the expiration of the director’s term of office.
Article V: Committees#
The Board of Directors may, by resolution adopted by a majority of directors then in office, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board of Directors. Appointments to such committees shall be by a majority vote of the directors then in office. The Board of Directors may appoint one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have all the authority of the Board of Directors with respect to matters within the purview of the committee, except with respect to:
The approval of any action for which approval of the Members is required;
The filling of vacancies on the Board of Directors or on any committee;
The fixing of compensation of the directors for serving on the Board of Directors or on any committee;
The amendment or repeal of these Bylaws or the adoption of new Bylaws;
The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or subject to repeal;
The appointment of committees of the Board of Directors or the members thereof; and
The expenditure of Cooperative funds to support a nominee for director.
Article VII: Vote Counts#
Unless otherwise provided in the Articles of Incorporation, these Bylaws, or by law, decisions of the Members and directors shall be by a majority of Members or directors in good standing and present provided a quorum exists, as the case may be.
Article VIII: Officers#
The Cooperative shall have a President, Vice President, Secretary, Treasurer (Chief Financial Officer), and such other officers with such titles and duties as shall be determined by the Board of Directors.
Any number of offices may be held by the same person, except that the Treasurer shall not hold any other officer role. The officers of the Cooperative shall be elected from among the directors.
C. Election of Officers#
The officers shall be elected by the Board of Directors for one-year terms at the annual meeting of the Board of Directors. The candidate receiving the highest number of votes for an office shall be elected.
Officers may be removed and replaced at any time by a vote of the Board of Directors, whether with or without cause.
Any officer may resign at any time upon written notice to the Cooperative without prejudice to the rights, if any, of the Cooperative under any contract to which the officer is a party.
A vacancy in any office resulting from an officer’s death, resignation, removal, or disqualification, or from any other cause, will be filled by the Board of Directors.
F. Duties of President#
The President shall be the chief executive officer of the Cooperative, preside at Board of Directors and Membership meetings, and exercise and perform such other powers and duties as may be assigned from time to time by the Board of Directors.
G. Duties of Vice President#
The Vice President shall serve and undertake the responsibilities of President in the absence, incapacity or vacancy of the office of President, until a President resumes such office. The Vice President may also undertake such responsibilities as may be assigned from time to time by the Board of Directors.
H. Duties of Secretary#
The Secretary will keep, or cause to be kept, at the principal executive office or such other place as designated by the Board of Directors, a book of minutes of all meetings and actions of the Members, of the Board of Directors, and of committees of the Board of Directors.
The Secretary will give notice of all Members’ meetings, Board of Directors’ meetings, and meetings of committees of the Board of Directors for which notice is required by statute or these Bylaws.
The Secretary will have such other powers and perform other duties as prescribed by the Board of Directors or these Bylaws.
I. Treasurer (Duties of Chief Financial Officer)#
The Treasurer (Chief Financial Officer) will keep, or cause to be kept, adequate and correct books and records of accounts of the properties and business transactions of the Cooperative, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The Treasurer (Chief Financial Officer) will (1) deposit Cooperative funds and other valuables in the Cooperative’s name and to its credit with depositaries designated by the Board of Directors; (2) make disbursements of Cooperative funds as authorized by the Board of Directors; (3) render a statement of the Cooperative’s financial condition and an account of all transactions conducted as Treasurer (Chief Financial Officer) whenever requested by the President or Board of Directors; and (4) have other powers and perform other duties as prescribed by the Board of Directors or Bylaws.
Article X: Checks and Contracts#
B. Executing Corporate Contracts and Instruments#
The Board of Directors by resolution may authorize any officer, officers, employee, employees, agent, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the Cooperative. This authority may be general or it may be confined to one or more specific matters. No officer, employee, agent, or other person purporting to act on behalf of the Cooperative will have any power or authority to bind the Cooperative in any way, to pledge the Cooperative’s credit, or to render the Cooperative liable for any purpose or in any amount, unless that person was acting with authority granted by the Board of Directors as provided in these Bylaws, or unless an unauthorized act was later ratified by a vote of the Board of Directors.
Article XI: Transfer of Memberships#
No Member or holder of Preferred Stock may assign or transfer their Membership or any right arising therefrom. Any attempted assignment or transfer shall be wholly void and shall confer no rights on the intended assignee or transferee. All rights as a Member of the Cooperative cease upon the Member’s death, except with respect to the redemption rights, if any, of such Member’s heirs.
Article XII: Records#
A. Records Required to Be Kept#
The Cooperative shall keep:
the original or a copy of its Articles of Incorporation and Bylaws as amended to date;
adequate and correct books and records of account;
minutes of the proceedings of its Members, Board of Directors, and committees of the Board of Directors; and
a record of its Members’ names and addresses.
Minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing.
B. Inspection Rights#
The Cooperative’s Articles of Incorporation and Bylaws shall be open to inspection by the Members at all reasonable times.
Any such inspection may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts.
The accounting books and records and minutes of proceedings of the Members, Board of Directors, and committees of the Board of Directors shall be open to inspection upon the written demand on the Cooperative of any Member at any reasonable time, for a purpose reasonably related to such person’s interests as a Member.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Cooperative.
C. Annual Report#
So long as the Cooperative does not have more than 25 Members at any time during the fiscal year, it shall not be required to prepare an annual report.
Article XIII: Indemnification#
The Cooperative shall have power to indemnify its directors, officers, employees, and agents to the fullest extent permitted by law.
Article XIV: Amendment#
These Bylaws may be amended by at least a 2/3rds vote of the Members in good standing.