Bylaws

Bylaws of Know Thy Food Cooperative

Ratified by the Board of Directors of Know thy Food Cooperative
on Jan 21, 2016

•Name. The name of the organization is Know Thy Food Cooperative (referred to in these bylaws as “the Co-op.”)

•Purpose. A Member owned business serving the needs of the local community by providing healthy food and creating community. We are committed to providing knowledge and education about our food sources and to building bonds between local producers and consumers.

•Co-Principles. The Co-op shall be operated in accordance with co-operative principles adopted by the International Co-op Alliance, including the following:

•voluntary and open ownership without arbitrary discrimination;

•democratic governance by owners with equal voting rights among owners and opportunity for participation in setting policies and making decisions;

•economic participation by owners with owners equitably contributing to and democratically controlling the capital of the Co-op, and with earnings being equitably applied to the benefit of owners in proportion to their patronage of the Co-op, to the development needs of the Co-op, and to the provision and extension of common services;

•autonomy and independence of the Co-op as a self-help organization controlled by its owners being strictly maintained •educating and training owners, directors, managers and employees so they can contribute effectively to the development of the Co-op, and informing the general public about the nature and benefits of cooperation

•strengthening the co-operative movement by working with other co-operative organizations at all levels; and

•working for sustainable development of the Co-op’s community

•Principal Office. The principal office of the Co-op shall be located at 3434 SE Milwaukie Ave, Portland, OR 97202.

2.1  Membership Eligibility. Ownership in the Co-op shall be voluntary and open to any person, including any individual or household group, or any association, corporation, or other entity that desires to patronize and use the goods and services of the Co-op and to accept the responsibilities of ownership.  Any person may become a Co-op Member by completing a membership application with the Co-op, agreeing to purchase a Membership Certificate, as hereinafter provided, and paying such other membership fees and assessments, as may be adopted by the Board of Directors (Hereafter “The Board”).

2.2. The term “Owner” is frequently used in the Bylaws to refer to a Member, although the terms “Member,” “Membership Certificate” and “membership” are used where they better convey co-operative principles than the term “Owner.”

2.3  The Co-op shall not discriminate on race, ethnicity, creed, age, sex, disability, sexual orientation, sexual identity, marital status, or any other social or political grounds.

2.4  Non-transferability. Ownership rights and interests in the Co-op, including a member’s Membership Certificate may not be transferred except to the Co-op.  Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee.

2.5  Membership Certificate purchase requirement.  The Board shall establish and may from time to time adjust the charge for a Membership Certificate.  A lower charge may be established for low income members.  The Board may also assess periodic membership assessments. The Board may approve generally applicable credit terms for payment of membership costs and may allow payment by volunteering in the Co-op.  Each Owner shall keep current on all charges, fees and assessments owed to the Co-op.

2.6  Rights and Responsibilities.  Each owner shall be entitled to make purchases from the Co-op on terms generally available to owners, and to participate in the governance of the Co-op as set forth in these bylaws.  Owners may contribute labor or services and thereby be entitled to receive benefits, as determined by the Board. These rights of all Members include, but are not limited to, the following:

2.6.1 To attend and have a reasonable opportunity to speak at Board meetings, including addressing the recall of Directors and determination of purposes and long-term goals as provided by these By-laws.  To vote to select the Board of Directors and to vote on each issue presented for voting at membership meetings and in all instances where the Board of Directors orders Member balloting.  By petition signed by 10% of the members to obtain a vote of the membership on a proposed bylaw change or to recall a director.

2.6.2 To be presented with a copy of the annual budget at each annual membership meeting.

2.6.3 To be nominated for the position of director.  To be eligible to be appointed to serve on committees and attend and have a reasonable opportunity to speak at committee meetings.

2.6.4 To participate in any volunteer system used by the Co-op.

2.6.5 To have access to Co-op records and financial information at any reasonable time upon prior written notice and for proper purposes relating directly to the business or affairs of the Co-op. The Board may deny such access if it reasonably determines that the purpose of such access is not directly related to a legitimate interest of the owner and is contrary to the best interests of the Co-op. The Board may also provide a reasonable alternative to such access that adequately accommodates a proper purpose.

2.6.6 To participate in any membership benefits established by the Board.

2.6.7 For a proper purpose, to receive information from the Board and co-op management about Co-op business, and Board operations; and to hold reasonable discussions with Co-op employees, Directors, and other Members concerning Co-op operations/activities, so long as such discussions do not interfere with store operations or functionality.

2.6.8 Members have, among others, as determined by the Board, the following responsibilities:

2.6.8.1 To support the Co-op by doing business with it; and

2.6.8.2 To make a good faith effort to participate in all membership meetings and elections; and

2.6.8.3 To abide by Co-op decisions made in accordance with the Co-op’s Articles of Incorporation (the “Articles”) and Bylaws; and

2.6.8.4 To communicate opinions about the Co-op’s operation to the Board of Directors and Management;

2.6.8.5 To maintain accurate member information in the Co-op records;

2.6.8.6 To satisfy in a timely manner all debts to the Co-op, including timely payment of the Membership Certificate purchase obligations, or part payment thereof, according to a regular schedule determined by the board.

2.7. Settlement of Disputes. In any dispute between the Co-op and any of its owners or former owners which cannot be resolved through informal negotiation, it shall be the policy of the Co-op to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement.  No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

2.8. Suspension or Termination.  Membership may be suspended or terminated:

2.8.1   Voluntarily terminated by an Owner by notice to the Co-op;

2.8.2 Automatically terminated upon death of the Owner;

2.8.3 Automatically terminated if the Owner fails to patronize the Co-op for a period of time determined by the Board in Co-op policy; and

2.8.3 Membership may be suspended or terminated by the Board “For Good Cause.”  Good Cause may include, without limitation, a delinquency in the payment of any financial obligation owed to the Co-op, including payment of membership costs or charges for purchased goods, or for violations of the governing documents of the Co-op, including the Articles, Bylaws and resolutions and policies adopted by the Board.  Before suspension or termination, Members shall be given notice and an opportunity to respond in writing.  Upon suspension membership rights shall be suspended.  Upon termination of ownership, all rights and interests in the Co-op shall cease except for rights to redemption of capital pursuant to Articles 3 of these bylaws. 

3.1. Membership Certificates. The Board shall have the authority to issue and regulate Membership Certificates subject to such transfer restrictions and other limitations as may be necessary.  Membership Certificates may be owned only by persons eligible for and admitted to ownership in the Co-op.  An Owner may own no more than one Membership Certificate. The Co-op shall issue Membership Certificates only upon full payment of the membership fee, as determined by the Board, which payment shall include fees paid prior to adoption of these Bylaws.

3.2. Terms of Membership Certificates.  Other than patronage dividends, no dividend or other monetary return on investment shall be paid on Membership Certificates. Membership Certificates are nontransferable and may not be pledged as security for a debt.  Each Membership Certificate shall be subject to assessment insofar as the Board determines that it is necessary to increase the required capital investment to meet the current or prospective capital needs of the Co-op.

3.3  Redemption of Unpaid Capital Credit Account of Terminated Members.  If doing so will not impair the financial condition of the Co-op and it is in the best interests of the Co-op to do so, the Co-op shall redeem the allocated but unpaid capital credits of any terminated Owner over a period not to exceed five years.  In the case of voluntary termination of membership, a reasonable processing fee may be imposed, as determined by the Board. Reapplication for membership after redemption is subject to full repayment of redemption proceeds and a reprocessing fee established by the Board.

3.4. Capital Stock Issuance.  The Board shall have authority to issue multiple classes of Capital Stock, the rights and preferences of which shall be consistent with the provisions for the issuance of Capital Stock set forth in the Articles of Incorporation, these Bylaws and any resolutions of the Board approving such issuances.  Such Capital Stock shall carry such rights and preferences as the Board determines, except that Capital Stock shall have no voting rights except as required by applicable law. The total issuances of Capital Stock shall be no greater than the aggregate amount of Capital Stock authorized for issuance in the Co-op’s Articles of Incorporation.  Shares of the Capital Stock and of any other class of stock established may be issued for such consideration expressed in dollars as may be fixed from time to time by the Board.

4.1. Operating on a Co-op Basis.  The Co-op shall operate for the mutual benefit of its members as nearly as possible at cost, provided that reasonable reserves, as determined by the Board of Directors, may be set aside and accumulated for the purpose of meeting the operating and capital needs of the corporation and for such other purposes as the Board of Directors may determine are in the best interest of the Cooperative.  After all expenses and expenditures of the corporation have been paid and reasonable reserves, as determined by the Board of Directors, set aside, the net-margins earned in each year by the Cooperative from member patronage, as determined on the basis of generally accepted tax accounting principles applicable to co-operatives in accordance with ORS § 62.415(6) and its successor provisions, shall be allocated to the capital account of each member as a capital credit.

4.2. Non-Member Patronage. The Co-op may elect, but need not elect, to serve non-members on a co-operative basis at the discretion of, and to the extent determined by, the Board, in accordance with applicable law.

4.3. Patronage Dividends.

4.3.1 Obligation to Pay.  The Co-op shall, within 8 months and 15 days of the close of its fiscal year, pay at least 20% of the amount allocated to the capital account of each Member as a capital credit from the net-margins from patronage income for the preceding year shall be distributed to each Member as a patronage dividend.

4.3.2 Payment Methods and Limitations. Patronage dividends may be paid in any combination of cash, credit, qualified checks, or other equity interest qualified written notices of allocation, and non-qualified written notices of allocation in amounts or proportions determined by the Board,

4.3.3 Revolving Capital Accounts.  The allocated but unpaid capital credits of each Member may be retained for the reasonable capital needs of the Co-op.  Such retentions shall remain in the capital accounts of each Member, shall accrue no monetary return on investment, and shall not be transferable.  Except as otherwise provided herein, they shall be redeemed when determined by the Board to be no longer needed for capital purposes.  At that time they shall be redeemed in the order of the oldest outstanding amounts and on a pro rata basis among such amounts.

4.3.4 De Minimus Rule. Notwithstanding the obligation to pay patronage dividends in Section 4.3.1, the Co-op shall not be obligated to pay patronage dividends to any patron when the total dividend for the year for that patron is less than $5, or such other de minimus amount established by written resolution of the Board on or before the first day of each taxable year to which this de minimus rule applies.

4.4.  Owner’s Consent to Tax Treatment.  By obtaining or retaining ownership in the Co-op, each owner shall thereby consent to take into account, in the manner and to the extent required by Section 1385 of the Internal Revenue Code, the stated dollar amount of any qualified written notice of allocation in the taxable year in which such notice is received.

4.5. Setoff and Security Interest. The Co-op shall have a first lien on an Owner’s Membership Certificate and Capital Stock, including any balance in the Member’s capital account and any unallocated interest in the assets of the Co-op, for all amounts due and payable to the Co-op by an Owner.  The Co-op in its sole discretion may withhold any and all net proceeds distributable to an Owner and apply it to the Owner’s indebtedness to the Co-op.  In such event, the Co-op shall give the Owner written notice of the amount so applied.  Right of set off are secured in accordance with ORS 62.235(1), as amended. Each Owner agrees to promptly execute and return such documents as the Co-op reasonably requests to perfect and continue the perfection of such security interest.

4.6.  Allocation of Net Loss. If the Co-op incurs a net loss in any fiscal year, such loss may be charged against retained reserves, other unallocated equity accounts, or as otherwise determined by the Board in compliance with applicable law. If the net loss exceeds retained earnings, and other reallocated equity accounts, or if the Board so determines, the amount of such loss may either be carried forward to offset adjusted net savings of subsequent fiscal years or allocated to Owners in the same manner as for adjusted net savings, except that such allocation shall not exceed a Member’s total capital account.  Any such allocated net loss shall be charged first against retained patronage dividends of prior fiscal years and then against patronage dividend allocations of subsequent fiscal years. Allocated net losses that are not so offset may be charged against the carrying value of shares only upon termination of membership. Allocated net losses shall not be assessed to or collected from Owners.

4.7.  Exceptions.  Net savings may be reduced by such reasonable reserves for necessary business purposes as is determined by the Board.  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 owners.  Owners shall retain the right to waive in whole or in part, by action at a meeting of owners, any patronage refunds to which they may be entitled.  

5.1. Fiscal Year. The fiscal year of the Co-op shall be determined by the Board Treasurer, and must be approved by the board

5.2. Forfeiture. Any distribution of patronage refunds or any redemption of, or payment based upon, any Membership Certificate, Capital Stock, , indebtedness, or other equity interests which remains unclaimed four years after the date authorized for payment shall be deemed contributed capital by action of the Board.  Any such amount shall revert to the Co-op if, at least six months prior to the declared date of forfeiture, notice that the payment is available has been mailed to the last-known address of the person shown by the Co-op’s records to be entitled thereto or, if the address is unknown, is published at least once a month for four months in a newspaper of general circulation in the county in which the registered office of the Co-op is located.  

6.1. Annual Meeting. The Co-op shall hold a general membership meeting at least annually. The meeting shall occur at a time and place to be determined by the Board.  Written notice of the meeting shall be provided to all Members in accordance with state law and posted at the principal place of business at least one month prior to meeting. The purpose of the general membership meeting shall be as follows:

6.1.1  To discuss, and if appropriate, adopt or revise the purposes and long-term goals of the Co-op;

6.1.2 To present to the membership financial reports and reports from the Board and its committees;

6.1.3 To present the annual budget;

6.1.4 To elect or schedule the election of the Board in accordance with these By-laws

6.1.5 To undertake any task that the general membership may properly undertake pursuant to these By-laws,

6.2.  Special Meetings. The Board may call special meetings of Owners as necessary. The Secretary shall call special meetings as soon as practicable after the filing of a petition signed by at least ten percent of all Owners. Such petition must state the business to be brought before the meeting. The stated business must be appropriate for Owner consideration, as determined by the Board. The Board may make such a determination on either an ad hoc basis or pursuant to a policy adopted by the Board. Any business conducted at a special meeting other than that specified in the notice of the meeting shall be of an advisory nature only.

6.2.1 Any group submitting a petition will be allowed access to cooperative membership records as needed to validate signatures themselves before submission of the petition.

6.2.2 The Co-operative will perform a final validation of submitted signatures to determine whether an appropriate number of valid signatures has been obtained.

6.3. Time and Place of Meetings. The date, time and place of all meetings of Owners shall be determined by the Board or, if the Board fails to so act, by the Secretary. Meetings shall be held at a time and place convenient to Owners.

6.4.  Notice of Meetings Written notice of the time, place and purpose of an Owner meeting shall be posted at Co-op locations and, if practical, highlighted in any existing co-op publications, newsletters or websites, in addition to any other legally-required notices. Notice by mail shall be given not less than seven days or more than thirty days before the date of the meeting.

6.5.  Voting by Owners. Each Owner shall have one vote upon any matter submitted to a vote of the Owners.  The Board may authorize voting by absentee ballot in conjunction with, or in lieu of, a meeting of owners.  In such event, the notice of the meeting shall include a copy of the issue to be voted upon, together with absentee ballot and notification of the date by which ballots must be returned. If absentee ballots are used in conjunction with a meeting of owners, votes cast by absentee ballot shall be counted together with votes cast in person at the meeting. A vote cast by absentee ballot shall be equivalent to presence in person by the owner at a meeting of owners. The ballot shall state the close of the election period, which will be set by the Board.

6.5.1Voting shall be conducted in compliance with applicable law and on the basis of one member, one vote.

6.5.2Unless otherwise required by the Articles of Incorporation, these Bylaws, or applicable law, all questions shall be decided by a vote of a majority of the votes cast, except where one or more choices are to be made from several alternatives, in which case the alternative receiving the most votes shall be considered approved.

6.5.3Election of the Board of Directors must always allow for some form of absentee voting.

6.6.  Quorum. At any meeting of the Owners, or for any vote of the Owners, a quorum necessary for decision-making shall be 5% of the total number of Owners or 15 Owners, whichever is less.  

7.1.  Powers and Duties. Except as to matters reserved to owners by law or by these bylaws, the corporate powers of the Co-op shall be exercised by or under the authority of the Board of Directors, and the business and affairs of the Co-op shall be managed under the direction of the Board of Directors (sometimes referred to in these bylaws as “the Board”). The Board may delegate to any person or entity its powers and duties to the full extent permitted by law, provided that the Cooperative shall be managed and all powers and duties shall be exercised under the Board’s ultimate direction.

7.2  Numbers and Qualifications. The Board shall consist of not less than 3 Directors and not more than 15 Directors. At least one Director shall be an employee of the Co-op (The Staff Director). All Directors must be Owners in good standing and shall not have a material conflict of interest with the Cooperative.

7.2.1 No more than one person from any household or from any immediate family (one degree of consanguinity) may fill more than one Director seat at any one time. Director seats may be shared by up to 2 people from any household or from any immediate family (one degree of consanguinity).

7.2.2 Co-op employees may hold a maximum of 37% of the filled seats on the Board of Directors. If, at any board election, more cooperative employees are elected to the board than can serve, the employee(s) with the most votes in the election shall be considered elected to the Board.  The others will be considered to not have been elected to the Boards.  If, at any time, the size of the Board of Directors decreases, resulting in cooperative employees making up more than this maximum, the most recently elected cooperative employee shall become a non-voting Member of the Board until the size of the Board increases.

7.3.  Nominations, election and terms. Directors may be nominated by the Board, by the nominations committee, or by petition signed by at least 25 /10% owners and submitted to the Co-op at least forty-five days before commencement of election of directors.

7.3.1 Directors shall be elected by owners by in person vote at the annual meeting or by absentee ballot within a month following the annual meeting.

7.3.2 The staff director shall be nominated and elected by the employees of the Co-op on an annual basis.

7.3.3 Directors are elected to three-year terms, unless they are filling a vacated position, in which case they shall be elected to fulfill the remaining duration of a three-year term.

7.3.4 Directors shall not serve more than six consecutive years. Terms of Directors shall be staggered so that one-third of the Directors’ terms, or as nearly so as may be practicable, shall expire in any one year. To facilitate staggering of terms, some directors may periodically be elected for a one-year or two-year terms.

7.3.5 Vacant seats shall be filled by election either through the regular three-year election cycle for each seat or by special election if the seat is vacant in a year outside the regular election cycle. A majority of the Board may appoint a Director to fill a vacant seat until the next Annual Meeting. Such appointments may not exceed 12 months in duration.

7.4.  Standards of conduct. Directors shall be responsible at all times for discharging their duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner that they reasonably believe to be in the best interests of the Co-op. The Co-op may not lend money to or guarantee the obligation of a director or officer.

7.5.  Conflicts of interest. Directors shall be under an affirmative duty to disclose their actual or potential conflicts of interest in any matter under consideration by the Board.  Directors having such an interest may not participate in the decision of the matter.

7.6.  Committees. The Board may appoint special or standing committees to advise the Board or to exercise such authority as the Board shall designate. Advisory committees shall include at least one director.  Committees exercising any authority of the Board shall consist only of directors and shall conform to all procedural requirements applicable to the Board.

7.7  Indemnification. Subject to limitations in ORS 62.462 to 62.482 and in the Co-op’s Articles of Incorporation, the Co-op shall indemnify its current and former directors and officers against all reasonable expenses to which they may become subject by reason of their positions with the Co-op or their service in its behalf to the fullest extent permitted by law. Indemnification payments and advances of expenses shall be made on a priority basis but only in such increments and at such times as will not jeopardize the ability of the Co-op to pay its ordinary and necessary obligations as they become due. All such payments made shall be reported in writing to owners with or before the notice of the next scheduled meeting of owners.

7.8.  Termination. The term of office of a director may be terminated prior to its expiration in any of the following ways:

7.8.1    voluntarily by a director upon notice to the Co-op;

7.8.2    automatically upon termination of ownership in the Co-op;

7.8.3    in the case of the staff director, by vote of the co-op employees;

7.8.4    in the case of a owner-elected director, by vote of owners at a meeting of owners, provided that written reasons for removal are included in the notice of the meeting and the director whose removal is sought has had an opportunity to answer the charges in person or in writing;

7.8.5    a Director is declared incompetent by final court order, or convicted of a felony.

7.8.6 Unless excused by the Board for good cause, the Board may presume that a Director absent from three consecutive Board meetings has resigned and may declare that Directorship position vacant. A Director may be removed from office for cause by a two-thirds (2/3) vote of the other Directors and said cause shall be specified in detail in the language of the motion to remove and the minutes of the meeting.

7.9.  Vacancies.  Whenever the number of patron directors shall fall below 2 for any reason, the board shall appoint one or more directors necessary to bring the number of patron directors to 2. Whenever the staff director position shall become vacant for any reason, the co-op employees shall appoint a replacement or a manager shall serve. Such director or directors shall serve until the next regularly scheduled election of directors.

7.10.  Director Compensation. The Board shall report to the Owners the amount of compensation given to the Directors at least once per year.  

8.1. Meetings.  The Board will hold regular meetings as it sees fit.  Meetings of the board shall be held no less frequently than quarterly. The President, or Vice-President, or Secretary, or any two Directors may call a special meeting of the Board. The Secretary shall give notice of any special meeting within seven (7) days after being notified by an approved person(s) that they are calling a meeting.

8.2 Location. Meetings may be held at any place determined by the Board in a resolution or designated in a meeting notice. Directors may participate in meetings by electronic means and be counted present, so long as all Directors can hear each other.  A majority of the Directors present at a meeting, whether or not a quorum is attained, may adjourn that meeting to another time and place.  If the meeting is adjourned for more than 24 hours, the Secretary must notify any absent Director about the time and place for the reconvened meeting.

8.3.  Notice. Written notice of each meeting of the Board shall be given to each Director by, or under the supervision of, the secretary of the Cooperative not less than seventy-two (72) hours prior to the time of meeting. Notice may be waived by any Director, and appearance at a meeting shall constitute a waiver of notice. Notice is not required if the Board fixes the time and place for these meetings by resolution.

8.4.  Quorum.  The presence in person of a majority of directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.

8.5.  Voting/Decision making. Decisions of the Board shall be made by a system to be established in writing by the Board, such system to be within the range of majority rule to full consensus.

8.6.  Action without meetings. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent to the action is signed by all directors and filed with the minutes of meetings.  E-mail or comparable written communication as determined in published board policy constitutes a writing and signing.

8.7.  Open meetings and executive sessions. Meetings of the Board and all committees shall be open to owners. Sessions of a meeting may be closed only as to issues of a particularly sensitive nature. Such closed session shall be for purposes of discussion only and no decisions shall be made in closed session except for decisions that involve matters that the President determines to be confidential. Owners may otherwise be excluded only for cause.  

9.1.  Designations and Qualifications. The principal officers of the Co-op shall consist of President, Vice President, Secretary and Treasurer.  The offices of Secretary and Treasurer may be held by one director. All principal officers shall be directors. Employees of the Co-op are not eligible to serve as principal officers. The Board may establish other offices as it deems advisable. In establishing an office, the Board shall establish duties and responsibilities for the officers.

9.2.  Election, Terms and Removal. Officers shall be elected by the Board annually at its first meeting following the annual election of Directors. Officers shall be elected for one year, but shall serve until election of their successors. The Board may remove and replace an officer whenever the best interests of the Cooperative would thereby be served.

9.3.  Duties. In addition to signing or attesting to formal documents on behalf of the Co-op as authorized by the Board, officers shall have the following duties and such additional duties as are determined by the Board:

9.3.1  The President shall be responsible for coordinating the activities of the Board and assuring the orderly conduct of all meetings of the Board and owners;

9.3.2 The Vice President shall be responsible for performing the duties of the President in his or her absence or disability and, as requested, assisting other officers in the performance of their duties;

9.3.3 The Secretary shall be responsible for the recording and keeping of adequate minutes of all meetings of the Board and of owners, issuing notices required under these bylaws, and authenticating records of the Co-op; and

9.3.4 The Treasurer shall oversee the maintenance of financial records, reporting of financial information and filing of required reports and returns.  

10.1. The board shall establish under its direction a democratic body of co-op employees for the purpose of electing the Staff Director and for representing employee concerns and interests to the board.

10.2. The Co-op employees may, at any time, by consensus, elect to form a self-managed staff collective under the direction and control of the board. Such a vote will be binding on the board and the body created will supersede any formed under Article 10.1.  

11.1. Severability. Any provision of these Bylaws determined to be invalid or unenforceable shall be deemed inoperative to such extent and shall be deemed modified to conform with applicable law without affecting the validity or enforceability of any other provision of these Bylaws.

11.2 Amendment by Board or Owners.Subject to the right of 10% of the members to petition for a member vote on a proposed change to the bylaws, the power to alter, amend, rescind or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors by affirmative vote of a majority of all the members of the board.