Nov 172012
 
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Draft Membership Agreement

The Organizing Committee and Founding Members have formulated a development plan, are actively seeking seed money, and have contributed significant investments in cash, sweat equity and substrate materials to get the Cooperative up and running. The organization period has involved considerable discussion and data collection. These efforts have provided a positive forecast for the level of support the cooperative is likely to attract.

This membership agreement is meant to secure both a patronage and a financial commitment from prospective members. It is also a vehicle for educating prospective members about our particular version of the cooperative form of business and the objectives of the proposed association. The final form pf this agreement when adopted by the board at the time of incorporation will be applicable to all members signing up after the date of incorporation of the Cooperative. Founding Members signing on previous to that date will be subject to the terms  of  Organizing Agreement found at this link for all production units committed to therein. All further production units will be provided under the terms of this agreement.

New users applying after the date of incorporation will require the sponsorship of a minimum of one current Member, must complete an application process and certification of new membership will require a recommendation of the Board of Directors and approval by a simple majority of current members.

1.Statement of Purposes

1(a). The undersigned, a producer of agricultural products, hereinafter referred to as “Producer,” together with other signers of agreements similar hereto, propose to organize the North Coast Mushroom Farmers Cooperative, a cooperative association under the laws of the State of California, for the purpose of  helping individuals and families heal the land and support themselves on that land by establishing and growing a sustainable home-based mushroom cultivation industry throughout the North Coast region of California, to understand, promote and nurture practices that ultimately enhance natural productivity, increase biodiversity and sustain people and our communities with a forest-based source of food and income and security.

2. Board of Directors; Although the association has not yet been incorporated, a decision making process has been formalized. This provision currently lists the Organizing Committee members and sets out the committee’s authority. This section will be updated at the time of incorporation with the relevant information regarding the Board of Directors as seated at that time

2. (a) The association shall be organized with suitable articles of incorporation and bylaws as determined by an organizational committee consisting of the following persons:

Name Address
Larry Buzbee 34445 N. Hwy 101, Willits, Ca 95490
Robin Clarke Box 810, Fortuna, Ca 95540
Dustin Clarke Box 810, Fortuna, Ca 95540

2. (b) This committee may, by vote of a majority of its members, may increase its membership, fill any vacancy therein, and appoint any subcommittees deemed necessary to conduct its affairs. The committee, or any subcommittee designated by it, may prescribe an organization fee to be paid by each person signing an organization agreement and may incur necessary obligations, make necessary expenditures, and take any such action as may, in its discretion, be deemed advisable to further the organization of the North Coast Mushroom Farmers Cooperative.

3. Patronage Commitment; The Cooperative requires a minimum level of product commitment from each Member/Producer to be successful and establish the best possible projections of anticipated volumes as is required to conduct an effective marketing program and so to maximize member’s return on investment.  The prospective member agrees to comply with all Cooperative policies and practices as set oun herein, in the bylaws and the Articles of Incorporation.In order to maintain the brand reputation of the Cooperative and its products the signatory also agrees to comply with relevant legal and regulatory requirements and such policies as the Cooperative will adopt relevant to quality, industry standard sanitary practice and our mutual commitment to non-destructive environmental impacts.

Due to the highly diverse requirements of potential members several patronage options are provided in this section. Prospective members must select at least one of these options, and may select any combination of options as suits the Member’s particular needs. For each option selected the Member must specify the quantity of starter units* they agree to purchase under each option selected. Each Member shall receive with their initial purhase one (1) non-preferred voting share. This non-dividend bearing share will be the instrument by which members exercise their will in the governance of the Cooperative as specified in the by-laws. Each Member shall own one and only one voting share. 

Production estimates will be provided initially by the Cooperative, based on industry data and particular to the species, location, substrate and other conditions unique to each Producer. These estimates will be modified as production data becomes available over time. One of the principle functions of the Cooperative will be to function as a central repository of data gathered over time by members in the course of production. This collective data pool will enable the Cooperative to refine its practices and better support its members over time as well as to collect information on species diversity, distribution and genetic characteristics. For this reason each Member agrees to conform to all Cooperative data gathering and sharing policies of the Cooperative.

3(a). Full Production; Producer agrees to sign a marketing agreement committing all produce obtained using Cooperative provided substrates and innoculum produced by Producer, on land owned or leased by Producer or by the cooperative on behalf of the Producer, to the cooperative for direct marketing, processing, or other disposition as the cooperative sees fit. Producer estimates for such production will be provided initially by the Cooperative, based on industry standard practices and particular to the species, location, substrate and other conditions unique to each Producer. These estimates will be modified as production data becomes available over time. Producer further agrees to purchase from the Cooperative total_____ $250 production units* upon demand of the Cooperative. Producer shall receive three (3) preferred non-voting dividend bearing shares with each starter unit purchased.

* * * * * * * * * * *

3(b). Defined Volume; Producer agrees to sign a marketing agreement committing ____% (minimum 30%) of produce obtained using Cooperative provided substrates and innoculum produced by Producer, on land owned or leased by Producer or by the cooperative on behalf of the Producer, to the cooperative for direct marketing, processing, or other disposition as the cooperative sees fit. Producer estimates for such production will be provided initially by the Cooperative, based on industry standard practices and particular to the species, location, substrate and other conditions unique to each Producer. These estimates will be modified as production data becomes available over time. Producer further agrees to purchase from the Cooperative total_____ $250 starter units* upon demand of the Cooperative. Producer shall receive two (2) preferred non-voting dividend bearing shares with each starter unit.

* * * * * * * * * * *

3(c). Absentee Producer; As a non resident, disabled or inactive Member, Producer agrees to sign a marketing agreement committing ____% (minimum 50%) of produce obtained using Cooperative provided substrates and innoculum produced by Producer, on land owned or leased by Producer or by the cooperative on behalf of the Producer, to the cooperative or such Member the cooperative shall allocate hosting and maintenance of such materials on behalf of this Absentee Producer for direct marketing, processing, or other disposition as the cooperative sees fit. Producer estimates for such production will be provided initially by the Cooperative, based on industry standard practices and particular to the species, location, substrate and other conditions unique to each Producer. These estimates will be modified as production data becomes available over time. Producer further agrees to purchase from the Cooperative total_____ $250 production units* upon demand of the Cooperative. Producer shall receive one (2) preferred non-voting dividend bearing shares with each starter unit.

* * * * * * * * * * *

3(d). Experimental ProducerProducer will personally retain 100% of produce obtained using Cooperative provided substrates and innoculum produced by Producer, on land owned or leased by Producer or by the cooperative on behalf of the producer, for personal or family consumption, market development and/or product development purposes only. Producer further agrees to purchase from the Cooperative total_____ $250 production units* (maximum of 2) upon demand of the Cooperative. Producer shall receive one (1) preferred non-voting dividend bearing share total. Producer is exempt from cooperative production and quality standards but agrees to comply with relevant cooperative data exchange policies.To protect cooperative brand integrity Producer further agrees to refrain from any representations that their product is in any way approved by or a product of the cooperative in anything but a research capacity.

* * * * * * * * * * *

3(e). Wildcrafter ProducerProducer will personally forage for and harvest wild mushrooms and other non-timber forest products (NTFP) for resale through the Cooperative marketing program. Producer further agrees to purchase from the Cooperative one voting membership share at a cost of $100 upon demand of the Cooperative. Producer shall receive one (1) preferred non-voting dividend bearing share per $100 of product sold through the Cooperative Marketing program. Producer will conform to industry quality standards regarding collection and handling of wild mushrooms and other NFTFP marketed through teh Cooperative and agrees to comply with relevant cooperative data exchange policies.To protect cooperative brand integrity Producer further agrees to refrain from any representations that their product not sold through the marketing program is in any way approved by or a product of the cooperative in anything but a research capacity.

4. Quality Standards

4(a). All products allocated to the cooperative marketing program will conform to USDA guidelines for mushroom products and all propagation, harvesting, handling, processing and packaging activities will be carried out by Producers and the cooperative itself will comply with industry standard reporting, traceability, sanitary and other applicable federal, state and local food safety and security procedures.

5. Data Collection and Reporting Standards

5(a). All participating Producers shall regularly collect and report data including source, species and processing records for substrate and spawn materials. Regular environmental data such as humidity, light levels, CO2 levels as applicable, site security and other factors relevant to production facilities including both indoor and outdoor locations shall be collected and reported by means of the cooperative website data repository. All harvested product, including that not allocated to the cooperative marketing program shall be weighed at time of harvest, assessed for quality and the data reported in a timely manner to the cooperative.

5(b).All such data will become the property of the cooperative. Data collection, safety and quality compliance will be the responsibility of the cooperative Managing Director or such persons as shall be designated by the Director.

6. Financial Commitment

6(a). Each prospective member agrees to purchase one share of common voting stock at $100 payable on demand following a favorable vote by the signees of agreements similar hereto to incorporate the association. This investment gives the member the right to vote on issues submitted to the membership.
6(b). Each prospective member commits to purchase or provide in-kind labor or materials valued at $150 as three shares of preferred, non-voting stock at a par value of $50 each, payable on demand following a favorable vote by the signees of agreements similar hereto to incorporate the association. (Depending on legal developments this may eventually be structured as equity credits, revolving fund credits, or any similar term satisfactory to the organizers.) These shares will be allocated to either the prospective member or the cooperative as outlined in Section 3 above.
6(c). Prospective members expressly acknowledge that this financial commitment is irrevocable and legally binding unless the organization effort is terminated. Producer expressly understands that this stock subscription agreement is an irrevocable legally binding obligation which will be relied upon by the association, other producers who subscribe to its stock, and lending or granting institutions from which the association will seek financing to implement its cooperative purposes.

6(d). Producer further agrees to purchase_____ shares of nonvoting preferred stock of the association, par value $_____ each, and agrees to pay for same as follows, per options and quaintites selected in  Section 3 above. :

$_____ cash on demand following incorporation of the association,
$_____ on or before , 20__ , and
$_____ on or before , 20__ .

7. Accounting

7(a). The Board of Directors or their designated fiduciary agent shall keep detailed, accurate accounts of all receipts and of all expenditures of every kind. It shall have such accounts audited and render a written report thereof to the board of directors of the association when organized. And it shall thereupon turn over to the association any balance remaining in its hands free of obligation. If the association is not organized, such unexpended balance shall be prorated among, and returned to, those who contributed to the organization fund.

*8. Production unit; 

8(a). In order to keep start-up operations as simple and straightforward as possible this agreement stipulates that prospective members may purchase interest in the cooperative in $250 increments as described in section 3 above. In addition to the stock purchase described therein, each $250 increment shall entitle the member to one “starter unit” per increment.

8(b). Each starter unit shall consist of one third (1/3) cord of oak logs averaging 7 inches in diameter cut into 4 ft. lengths and inoculated with Shiitake mushroom spawn purchased in bulk and implanted by the cooperative and ready for transportation to the members farm site or other location as appropriate.

8(c). In addition each stater unit purchased will entitle the member to receipt of one half (1/2) cubic yard of oak chips inoculated with Oyster mushroom spawn and prepared for cultivation by the member. This material my be prepared by the cooperative and received by the producer in increments over the period of one year as determined by agreement between the cooperative and the producer.

9. Compliance penalties;

9(a). Producer agrees that Producer’s failure to comply with any of the requirements of this agreement may result in the revocation of member’s status and seizure of inoculated substrate materials supplied to the Producer by the cooperative at rhe approval of the Board of Directors and the Membership.

11. Signatures

Prospective member

___________________________________________________________________________                            (sign)

___________________________________________________________________________                            (print name)

___________________________________________________________________________                            (print address)

___________________________________________________________________________                            (print phone, email)

___________________________________________________________________________                            (date)

 

Sponsoring Member signature

___________________________________________________________________________                            (sign)

 

Please read the material above and then fill out this poll. Your voice matters.
Developing the Membership Agreement
What is your opinion of this Agreement?

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NCMFCmgr

Principal organizer and webmaster for the Coop,I've got significant professional background in civil, mechanical and architectural design.Former founding chair of the Kauai chapter of Habitat for Humanity, designer and construction consultant for the Riverfront Amphitheater in St.Helens, Or.

  8 Responses to “Membership Agreement – Draft”

  1. [...] reviewing this application may wish to also review the Articles of Incorporation, Bylaws,  Membership Agreement and Organizational structure and six year Development Plan. Our current Membership roll and base [...]

  2. [...] the incorporation papers. For full details and to RSVP please follow this link. Those signing the Organizing/Membership Agreement at this meeting will becomethe founding members of our Cooperative. Signatories will be notified [...]

  3. Appreciate it…

    [...]Absolutely what I thought… and you got an awesome blog friend..[...]…

  4. Many thanks…

    [...]This internet site is really a walk-through for all the information you sought about this and didn’t understand who to ask. Glimpse here, and you’ll definitely discover it.[...]…

  5. Yes indeed, let’s talk. I hope you’ll be able to come to the meeting tomorrow. The Coop can give wildcrafters a better position in the marketplace with branding and our own distribution outlets, and wildcrafters can bring not just their products but their expertise and intimate familiarity with the forests to the Coop.

    Its a fact that we can, and will, propagate our own local genetic material, native mushroom strains, and by doing so we assert ownership of our local genetic diversity. Over the long haul this will become a very important aspect of both our brand identity and our contribution to the community and the sustaining forest and landscape.

    By putting an economic value on these things we force them to be recognized as assets to be conserved. It would be nice if it didn’t take a price tag to accomplish that, but it does.

  6. Hi there, nice idea to bring income for these rural communities that are in need during these tough economic times.
    I have been wild crafting for personal use for many years, but would like to move in to cultivation. Let’s talk.
    ,Jim

  7. director health and safety,workplace health and safety,health and safety consultant, workplace health and safety, manager health and safety…

    “[...]Organization Agreement – Draft « North Coast Mushroom Farmers Cooperative[...]“…

  8. [...] about nine stacks. On Saturday 1/19 we’ll be having a general meeting to discuss the Bylaws, Organizing/Membership Agreement, Articles of Incorporation and Marketing Agreement, in detail, for about three hours or whatever it [...]

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