BYLAWS

1.0 Authority

1.01. Authority. These Bylaws have been adopted by a majority vote of members to Los Alamos Natural Foods.

1.02. Amendments. Los Alamos Natural Foods Bylaws shall be adopted, amended, or repealed by a majority vote of the members voting. The amended bylaws shall be written, dated, and distributed to the membership within six weeks.

1.03. Voluntary Dissolution. Los Alamos Natural Foods may, at any regular or special meeting legally called (see §4.06), be directed to dissolve by a vote of two-thirds of the entire membership. By a vote of a majority of the members voting, three of their number shall be designated as trustees, who shall, on behalf of Los Alamos Natural Foods and within a time fixed in their designation or within any extension thereof, liquidate its assets, pay its debts and expenses. All remaining assets and/or goods shall be paid or given to a charity to be determined at the meeting of dissolution.

2.0 Name

2.01. Name. This cooperative shall be known as Los Alamos Natural Foods.

3.0 Purpose

3.01. Purpose. The purpose of Los Alamos Natural Foods shall be to perform the work necessary to purchase health foods and supplies wholesale. Members are expected to work cooperatively to achieve these objectives.

4.0 Members and Membership Meetings

4.01. Membership. Membership to Los Alamos Natural Foods shall be open to all people. A fee determined by a simple majority of the membership shall be charged all new members to be paid with, or before, the first order. This membership fee will be used for administrative costs. The Vice-President shall be in charge of membership.

Membership is contingent on performing the Member responsibilities.

4.02. Member responsibility. Members shall work until the satisfactory completion of their assignments. If a member is unable to make a scheduled work session, the member is responsible for finding a substitute to perform the designated task. Members who are employed during the day may perform work credits in the evening. Orders submitted by members who do not work as scheduled will not be accepted until the work, or makeup work, is completed. Attendance at the annual meeting is mandatory. If a member fails to attend the annual meeting (or send a representative), the member will be charged $15. The President may grant exceptions to this rule.

Orders shall NOT be taken out of the garage prior to the scheduled pickup without express permission from the Group Chair in charge of the order. In addition the Treasurer must be notified.

Every member shall be willing to serve as a principal officer of Los Alamos Natural Foods. Every member who has not been a principal officer in the preceding three years shall be obligated to accept when asked. If a member declines, the Board of Officers shall decide if the member's reason is acceptable. If the declining member's reason is unacceptable, the member shall resign his/her membership.

4.03. Termination of membership. A member who does NOT work in a four month period will be notified by the Vice-President that his/her membership is terminated. Members of Los Alamos Natural Foods for more than three years who decline a principal officer's position without an reason acceptable to the Board of Officers will resign his/her membership. Members who wish to terminate their membership shall give written notice four weeks prior to termination to the Treasurer, who will notify Vice-President within five days. A member shall not terminate in the month they are schedule to work. A terminated member has no claims on Los Alamos Natural Foods, outside of order refunds due to the member.

4.04. Annual Meetings. An annual meeting of Los Alamos Natural Foods members should be held six to ten weeks prior to the end of the fiscal year but not later than April 30. The day and location of the meeting is to be set by the President. The election of new officers and revision of documents will be done at that time. Attendance of all members is mandatory; no proxies are permitted. If a member fails to attend the meeting, the member will be charged $15, unless the member's absence is approved by the President prior to the meeting. Members shall be notified of the meeting.

4.05. Conduct of Meetings. Meetings shall be conducted in an informal manner; however, in cases of contention, Robert's Rules of Order shall prevail. Decisions shall be made by a majority vote of the members voting.

4.06. Special Meetings. Special meetings may be demanded by a majority vote of the Board of Officers or by written petition of at least one-tenth of the members, in which case it shall be the duty of the Secretary to call such meeting, to take place within 30 days after such demand. The purpose of the special meeting shall be stated by the members calling the meeting.

4.07. Notice of Meetings. The Secretary shall give notice of the time and place of meetings by sending a notice thereof to each member at his/her last- known address or with an order to be picked up, not less than two weeks prior to the scheduled meeting. In case of a special meeting, the notice shall specify the purpose for which such meeting is called.

4.08. Leaves of absence. Members may take leaves of absence for up to one year in duration for good reason without being recharged the entry fee. An active member may be granted leave of absence and may be released for the duties of active membership when ill or out of town for an extended period of time. The leave of absence may be extended upon request.

4.09. Legal responsibility. Los Alamos Natural Foods shall not be responsible for orders and checks which have not been picked up. Members should authorize a friend to pick up an order and/or check when necessary.

5.0 Officers

5.01. Principal Officers. Principal officers shall constitute the Board of Officers. The principal officers of Los Alamos Natural Foods shall be a President, Past President, Vice-President/Secretary, Treasurer, Past-Treasurer, Group Chair(s), Orderer, and Past Orderer. Each principal officer, with the possible exception of the Treasurer, Past-Treasurer and Vice- President/Secretary, shall be elected at the regular annual meeting of the membership. A full-time Secretary, in addition to the Vice-President, may be elected at the discretion of the President and Treasurer. The Board of Officers may elect to skip up to two orders per fiscal year (e.g., Christmas and July Fourth). The Board of Officers shall follow the fiscal year in term of office which is June 1 through May 31.

5.02. Board of Officers Meetings. A Board of Officers meeting shall be called as needed. A simple majority of the Board of Officers constitutes a quorum.

5.03. Removal of Officers. An officer who does not perform the duties by reason of absence, illness, or unsatisfactory performance may be removed by a majority vote of the Board of Officers.

5.04. President. The President shall preside at all meetings of Los Alamos Natural Foods. The President may sign and execute all authorized contracts and other obligations and undertakings in the name of, and on behalf of, Los Alamos Natural Foods. The President shall be the principal officer and have general charge and supervision of the affairs of Los Alamos Natural Foods. The President shall draw up a slate of officers to be included with the annual meeting notification. The President may override any rule when extenuating circumstances exist. One month prior to the end of the fiscal year and one month into the new fiscal year, the President shall train the incoming President.The President may not be elected to more than two terms in succession.

In the event that the President does not hold successive terms, at the end of the fiscal year, the President shall become the Vice-President/Secretary.

5.05. Vice-President/Secretary. The Vice-President/Secretary, hereafter called the Vice-President, at the request of the President, or in the event of the President's absence or disability, shall perform any and all duties of the President. The Vice-President is responsible for membership in Los Alamos Natural Foods and shall maintain the membership list and waiting list. The Vice-President shall notify a member who has not worked for a four month period that his/her membership is terminated. The Vice-President shall attend and keep the minutes of all meetings of the membership and of the Board of Officers. If the Vice-President is unavailable for a meeting, the Vice-President shall find a replacement. Two months prior to the end of the fiscal year, the Vice-President shall train the incoming Vice-President.

If the Vice-President was President in the year immediately prior to becoming Vice-President (see §5.05)he or she shall become the Past-President at the end of the fiscal year.

5.06. Past-President. The Past-President shall receive a year with no duties except to train the incoming Vice-President. The Past-President is not elected; the office of the Past president is held by a member who has completed a term as President, followed immediately by a term as Vice-President. In the event that no member meets such requirements, the office of Past President will be vacant until such time as a member meets the requirements.

5.08. Treasurer. The Treasurer shall have control of all funds of Los Alamos Natural Foods subject to such regulations as may be prescribed by the Board of Officers. In the event a member does not work as scheduled, the Treasurer shall not process that member's order until the work, or makeup work, is performed. The Treasurer may endorse on behalf of Los Alamos Natural Foods for collection, checks, notes, and other obligations and shall promptly deposit the same and any receipts received in cash in such banks or other depositories as shall be designated by the Board of Officers. The Treasurer shall enter regularly on the books of Los Alamos Natural Foods full and accurate accounts of all monies and property received, and all monies and obligations paid or incurred for the account of Los Alamos Natural Foods. The Treasurer shall notify the Vice-President within five days of resigning members. The Treasurer shall in general perform all the duties incident to the office of Treasurer, subject to the control of the Board of Officers. Upon election of a Treasurer for the upcoming fiscal year, the Treasurer shall train the incoming Treasurer. The Treasurer, at the end of the fiscal year, shall become the Past-Treasurer. The Treasurer may not be elected to more than two terms in succession.

In the event that the Treasurer does not hold successive terms, at the end of the fiscal year, the Treasurer shall become the Past Treasurer. If a Treasurer does succeed himself or herself, the Treasurer becomes the past Treasurer only at the end of the second term of office. If the Treasurer succeees himself or herself, the Past Treasurer also succeeds himself or herself.

5.09. Past-Treasurer. During his or her term of office, the Past-Treasurer has no duties save for serving as a principal officer, and serving as Treasurer when the current Treasurer is unable to perform his or her duties. The Past-Treasurer shall have authority to deal with major problems if the President and/or Treasurer are unable to solve the problem.

The Past-Treasurer is not elected; the office of the Past-Treasurer is held by a member who has just completed one or possibly two consecutive terms of office. In the event that no member meets such requirements, the office of Past-Treasurer shall be vacant until such time as a member meets the requirements.

5.10. Group Chair(s). The Group Chair(s) shall coordinate jobs with the members assigned within the group. The Group Chair(s) shall ensure that all jobs are completed satisfactorily and shall keep track of member's hours. In the event a member does not work as scheduled, the Group Chair(s) shall notify the Treasurer. The Group Chair(s) shall notify the Vice-President if a member has not worked for four months. One month prior to the end of the fiscal year, the Group Chair(s) shall train the incoming Group Chair(s).

Upon completion of a full term as Group Chair, a member will receive six consecutive months time during the next 12 months in which he or she is not required to perform any duties.

5.15. Orderer. It is the responsibility of the Orderer to work closely with the President in recording, modifying, and placing the order with the Coop's suppliers. The Orderer will also work closely with the Treasurer in generating all the paperwork and data required for each order. The Orderer must have access to all the equipment (e.g., computer, printer, or modem) required to carry out the responsibilities of the Orderer. Two months prior to the end of the fiscal year, the Orderer shall train the incoming Orderer and become the Past Orderer.

5.16 Past Orderer. In the event of the Orderer's absence or disability, the Past Orderer shall perform any and all duties of the Orderer. Otherwise, the Past Orderer shall receive a year with no duties except as described above.

5.15. Vacancies. In the event that the fiscal year ends without a complete slate of new principal officers, Los Alamos Natural Foods shall not place an order until all vacancies are filled.

5.16. Assigning positions. Every member shall be willing to serve as a principal officer of Los Alamos Natural Foods. Every member who has not been a principal officer in the preceding three years shall be obligated to accept a principal office when asked. If a member declines, the Board of Officers shall decide if the member's reason is acceptable. If the declining member's reason is unacceptable, the member shall resign his/her membership.

6.0 Fiscal Affairs, Checks, and Funds

6.01. Fiscal Affairs. The fiscal year of the Board of Officers shall commence on the first day of June and shall end on the last day of May the following year.

6.02. Funds. A surplus of funds allowable by law will be maintained to cover expenses and losses. An adjustable fee of up to 5% above the Compensating Tax may be charged on each order. The Board of Officers shall adjust the percentage charged as necessary.

6.03. Deposits and Withdrawals. All funds received for the account of Los Alamos Natural Foods shall be deposited in banks or depositories in the name of "Los Alamos Natural Foods", and all withdrawals from such accounts shall be made only by checks signed by a designated officer whose name appears on the bank signature card. The President, Treasurer, and Past-Treasurer (or Assistant Treasurer, if the office of Past Treasurer is vacant) shall appear on the bank signature card. Only banks that are members of the Federal Deposit Insurance Corporation may be used as depositories, unless the consent of the Board of Officers to use some other depository is first obtained.