I.1: Name

The name of this nonprofit cooperative shall be Panhandle People's Pantry, hereafter referred to as P³.

I.2: Purpose

P³ is established as a nonprofit consumer cooperative to provide its members and the broader community with access to affordable, high-quality groceries while promoting food security, sustainability, and community-driven economic empowerment. The organization shall be operated exclusively community-benefit regulations.

II.1: Membership Tiers

P3 shall have two tiers of membership:

1. General Members: Individuals, households, or organizations who support the purpose of P3 and wish to receive all cooperative benefits, including access to goods, discounts, and programs. General Members do not have decision-making authority.
2. Voting Members: Individuals, households, or organizations who contribute at a higher level as determined by the membership and gain the right to participate in governance by voting in elections and policy decisions.

II.2: Membership Contributions & Engagement

• General Members are not required to pay dues but may participate in cooperative activities as determined by the Board.
• Voting Members must contribute a membership fee or investment, as determined by the Board, to gain decision-making authority.
• Voting Members must meet minimum engagement requirements, including participating in governance and attending a set number of meetings per year.
• Membership fees shall be used solely to support the organization's nonprofit purposes and operations.

II.3: Membership Identification & Access

• All members shall be issued a membership card upon approval of membership.
• The membership card is required to access all benefits of the cooperative , including:
  • Voting in elections (Voting Members only)
  • Access to special pricing, bulk purchasing, and cooperative discounts
  • Participation in cooperative programs and services
• Lost or stolen membership cards must be reported immediately, and a replacement may be issued per cooperative policy.
• Membership cards may be borrowed by another individual for use, provided the original cardholder remains responsible for its use and any associated privileges.

II.4: Rights and Responsibilities

• General Members:
  • Receive all cooperative benefits, including access to products, special pricing, and participation in programs.
  • Are encouraged to volunteer or participate in cooperative activities.
  • Do not have voting rights within the governance of P³.
• Voting Members:
  • Receive all the benefits of General Members.
  • Have the right to vote in elections and policy decisions.
  • May run for a position on the Board of Directors.
  • Must meet engagement expectations or risk losing voting privileges.

II.5: Membership Termination

• A member may voluntarily withdraw at any time.
• Membership may be revoked if a member:
  • Fails to meet financial obligations.
  • Engages in actions detrimental to the cooperative.
  • Does not meet Voting Member engagement requirements.
• Termination decisions are subject to a fair hearing and review process.

III.1: Board of Directors

• P³ shall be governed by a Board of Directors consisting of 3 to 9 elected members.
• The Board shall be responsible for:
• Establishing and overseeing cooperative policies and operations.
• Managing finances, including budgeting and audits.
• Hiring and supervising staff, if applicable.
• Representing the interests of the membership.
• Ensuring compliance with applicable nonprofit regulations.
• Board members shall serve two year terms, with the option for re-election.
• Board members may be immediately removed by the Code of Conduct Committee, with the right to appeal first to the Board of Directors, and if necessary, to the General Assembly for a final decision.
• Special Elections: If a Board member is removed, a special election shall be held within 30 days to fill the vacancy unless the next General Assembly is scheduled within 90 days.

III.2: Election of Directors

• Board members shall be elected by Voting Members at the annual meeting.
• Directors serve until they resign, are removed, or are replaced through an election.

III.3: Board Meetings

• The Board shall meet at least quarterly to review cooperative performance and make key decisions.
• A quorum of a majority of Board members is required to conduct official business.

III.4: Officers and Their Duties

The Board shall elect from among its members the following officers:

• Presides over all Board and General Assembly meetings.
• Acts as the primary representative of the cooperative in external affairs.
• Ensures that all resolutions and policies adopted by the Board are implemented officers, or through staff, delegation while to appropriate maintaining committees, oversight to ensure compliance and effectiveness.
• Provides leadership in strategic planning and cooperative development.

• Maintains all official records of the cooperative, including meeting minutes and governance documents, for a minimum of seven years or as required by federal regulations.
• Oversees communication between the Board, membership, and committees
• Ensures proper notice of meetings and handles official correspondence.

• Ensures compliance with financial reporting requirements and budgeting procedures.
• Maintains and oversees all cooperative bank accounts, ensuring proper record-keeping and transparency.
• Is an authorized signatory on the cooperative's bank accounts, along with any other designated officers as determined by the Board.
• Has the authority to open and close bank accounts on behalf of the cooperative, subject to Board approval.
• Manages deposits, disbursements, and financial transactions in accordance with cooperative policies.
• Presents financial reports to the Board and membership at meetings.​
• Works with auditors or financial committees as needed to maintain transparency.​

III.5: Code of Conduct (CoC) Committee

• The Code of Conduct Committee shall be established to oversee adherence to cooperative values, ethical conduct, and conflict resolution.
• The committee shall consist of three to five Voting Members, elected by the membership.
• Responsibilities include:
• Investigating complaints regarding violations of cooperative principles or bylaws.
• Mediating disputes between members or between members and the Board.
• Recommending and enforcing disciplinary actions, including membership revocation or Board member removal.
• Ensuring due process and fair hearings for all parties involved.
• If a CoC Committee member is accused of misconduct, an Emergency Committee shall be formed, consisting of three neutral Voting Members, to review the case.
• The Emergency Committee shall present its findings to the Board of Directors, who shall have the power to immediately remove the CoC member if necessary.
• Appeals of CoC member removals must go before the General Assembly for a final decision.
• Any decision made by the CoC Committee may be appealed to the Board of Directors, and if necessary, the General Assembly shall make the final decision.

IV.1: General Membership Meetings

• P³ shall hold an Annual General Meeting (AGM) where members:
• Elect Board members.
• Receive reports on financial and operational performance.
• Vote on major policy changes or amendments (Voting Members only).
• Special meetings may be called by the Board or by 10% of the Voting Membership.

IV.2: Voting Procedures

• Only Voting Members may participate in governance decisions.
• Each Voting Member has one vote, regardless of investment or patronage level.
• Decisions shall be made by simple majority vote unless otherwise specified.
• Proxy voting shall be permitted under policies set by the Board.

V.1: Revenue and Surplus

• Revenue shall be generated through member dues, sales, grants, and donations.
• Any surplus revenue shall be reinvested in the cooperative for charitable and educational purposes and shall not be distributed to private individuals in compliance with nonprofit regulations

V.2: Financial Oversight

• The Board shall oversee all financial transactions, maintain transparency, and ensure compliance with regulations.
• An annual financial report shall be prepared and presented to members.
• P³ shall comply with all financial reporting requirements for nonprofit organizations.

V.3: Audits

• The cooperative's finances shall be audited annually by an independent entity or a member-elected audit committee.

V.1: Mediation and Dispute Resolution

• Disputes between members or between members and the cooperative shall be resolved through mediation whenever possible.
• If mediation fails, disputes shall be escalated to the Code of Conduct Committee, which will provide recommendations to the Board for a final decision.

VII.1: Amendments

• Amendments to these bylaws may be proposed by the Board or by 10% of the Voting Membership.
• Changes require approval by a two-thirds vote of Voting Members present at a general meeting.

VII.2: Dissolution

• If P³ is dissolved, any remaining assets shall be distributed exclusively for nonprofit purposes, including donations to another nonprofit organization, cooperative, or community initiative that aligns with P3's mission.
• No part of the assets shall benefit any member or private individual upon dissolution.