Great Circles Bylaws




LAST AMENDED 7th March, 2016


These By-Laws shall serve as an agreement amongst the membership of Great Circles, a Colorado Cooperative (referred to below from time to time as “the Cooperative”).  

The Cooperative's business shall be conducted on a cooperative basis for the mutual benefit of the Members of the Cooperative.




  1. The Board of Directors shall be composed of a minimum of three (3) Officers, and a maximum of nine (9) Officers. The mandatory Officers shall be President, Secretary, and Treasurer. One Officer may temporarily assume the duties of a vacant office, until the next Annual or Special meeting of the Board. Additional Officer positions may be created or nullified by a Supermajority of either the Board or Membership Vote. All Officers positions will be held by Members of the Cooperative only.

  2. At least one Annual Meeting shall be held per calendar year. If a quorum of officers is not present at this Annual Meeting, it shall be rescheduled as soon as practical until a quorum of Officers is present.

  3. Special Meetings shall be conducted whenever requested, in writing, by at least one Officer, or by any combination of Members owning at least 5% of all issued Shares.

  4. A quorum for Annual and Special Meetings of the Board shall be two-thirds (2/3rd) of the number of elected Officers (not counting any vacant Office positions), rounded up to the nearest whole person.

  5. Informal meetings may be held with any number of Board members (or other members in attendance), but no official business shall be transacted without a quorum of Officers present.

  6. Annual, Special, or Informal meetings may be held by any electronic telecommunication means acceptable to the Board. Physical presence is not required for attendance by any Officer or Member.

  7. Election of Officers to fill any vacancy shall be conducted at the next Annual or Special meeting of the Board. Candidates for Office shall be recognized by a motion (seconded by another Member) prior to the holding of the Election. The Member receiving the highest percentage of Votes shall be considered elected.

  8. Officers elected to the Board shall serve until or unless:

    1. The Officer voluntarily resigns, or

    2. The Officer is deceased, or

    3. The Officer is removed from Office, for Cause, by a Supermajority of either the remaining Board members or Membership Vote

  9. Officers shall be issued Shares in the same manner as any other Member of the Cooperative, and for the same reasons only.

  10. “For Cause” shall be defined as any act of Malfeasance, Misfeasance, Dishonesty, Fraud, or Gross Negligence committed by a Member in the course of fulfilling their duties and responsibilities as Members the Cooperative, or the Death of that Member.

  11. A “Supermajority” shall be defined as either:

    1. The unanimous consent of the Board of Directors, or

    2. Membership Votes representing more than 75% of the Shares of the Cooperative

  12. A “Simple Majority” shall be defined as either:

    1. Two-thirds (2/3rd) of the Board of Directors, rounded up to the nearest whole person, or

    2. Membership Votes representing more than 50% of the Shares of the Cooperative

  13. Membership Votes may be cast by proxy at any Meeting, provided the owning Member grants such proxy in writing. Voting by the Board shall not be conducted by proxy.

  14. Changes to the By-Laws shall require a Supermajority Vote of the Membership, and shall be conducted at an Annual or Special Meeting of the Board.

  15. Whenever possible and practical, all matters of policy and strategic direction shall be referred to the Membership for voting. Responsibility and authority for executive decisions and day-to-day operations shall rest with the Board. While authority may be delegated by the Board to (a) specific Member(s) for various aspects of the operation, final authority and responsibility for all operations and decisions remain with the Board at all times.




  1. Any natural born person may apply for Membership to the Board of Directors. No corporation, government, trust, or similar legal fiction shall be admitted as a Member of the Cooperative. New Memberships shall be granted by a Supermajority vote of the Board of Directors only.

  2. A Member shall retain their Membership until or unless they are Terminated, for Cause, by a Supermajority of the Board of Directors, or the Death of the Member.

  3. Upon Termination of a Member, the Board may force the Redemption of any or all of the Shares formerly issued to that Member. Forced Redemption of a Terminated Member’s Shares shall require a Supermajority of Officers. If the Board does not force the Redemption of that Member’s Shares, the Shares may be sold to another Member in accordance with these Bylaws. Any Shares not Redeemed or sold after 60 days after the Termination of the Member shall be considered null and void.



  1. A Share shall be issued to each Member for each hour (or part of an hour, rounded to the nearest tenth), worked by that Member in support of planning, operations, labor, production, and administration of the Cooperative. Shares shall only be issued for the portion of any meal break or other breaks in which business directly related to the Cooperative is discussed during said meal or break.

  2. Types of labor for which a Share shall be issued to the Member conducting the labor shall include, but are not limited to: on-site labor, travelling, office work, product research and price comparisons, design work, communication amongst the Members or with third parties, attending Board Meetings, etc., where such labor is directly in support of Cooperative operations.

  3. Types of labor for which a Share will not be issued include, but are not limited to:  receiving education or self education, research of general topics not for an active project, etc.

  4. Authority to allow or deny the issuance of Shares for specific types of labor not enumerated above shall rest with the Board.

  5. Shares shall be issued to a Member who proffers any capital to the Cooperative, after such capital is subsequently accepted and approved by a Simple Majority of the Board. One Share shall be issued to the offering Member for each multiple of the nominal rate, rounded to the nearest tenth, of the fair market value of the capital, equipment, or other tangible goods so proffered. No Shares shall be issued for any intellectual property or other intangible goods proffered by any Member.

  6. Once a share is issued to a member, that Share remains valid until or unless:

    1. 60 days after the Termination or Death of the owning Member, or

    2. the share is Redeemed by the Cooperative

  7. Shares may be held by Members only. Under no circumstances may any Share be sold or otherwise transferred to a non-Member.

  8. Each Share or partial shall entitle the owning member to the same number of votes in all matters put to vote by the Membership.



  1. The terms Nominal rate and Par rate shall be used interchangeably.

  2. For 2016, the Nominal rate is defined as $20 US Dollars.

  3. Each January, the nominal rate shall increase by twice the greater of, rounded up to the nearest whole dollar:

    1. the most recent Consumer Price Index figure of the previous 12 months, or

    2. the most recently published 1 Year LIBOR rate, then

  4. The Nominal rate may be defined in additional currencies or commodities at the discretion of the Board. However, such additional definitions shall be adjusted annually as given in paragraph 3 of this Article, and so as to make the Nominal rate definitions of all currencies and commodities as equal as possible.




  1. A Share may be sold only to existing Members of the Cooperative, or to the Cooperative itself (also known as Redemption of the Share).

  2. Any share(s) may be Redeemed at any time by the Cooperative, for the Nominal rate, upon Supermajority vote of the Board, or by the request by the owning Member of that Share and consent of the Simple Majority of the Board.

  3. The Cooperative is not obligated to Redeem any shares if the Reserve Fund contains less than 12 months of known, recurring operating expenses and leases.

  4. An individual share may be transferred or sold to another Member, for whatever price the selling and buying Members may find mutually agreeable, one time only. A Share may never be sold or transferred to a third Member after that Share has been transferred or sold. However, a share sold to another member may still be Redeemed by the Cooperative at any time.




  1. The exact amount retained as a Reserve Fund shall be set at the discretion of the Board. However, the Board shall initially fund, and thereafter keep in reserve, an amount of capital equivalent to at least 2 years of known or expected operating expenses and leases.

  2. All proceeds of sales and capital accepted from Members shall first be allocated to replenishing the reserve fund to the 2 year level, if the Reserve Fund is below this level.

  3. The amount kept in the Reserve Fund may be increased at the discretion of the Board for the purposes of Infrastructure, Stock, and Equipment improvements and acquisitions.



  1. At least quarterly, but no more often than monthly, gross revenue minus expenses and reserve fund replenishment shall be apportioned amongst membership in proportion to number of shares.

  2. The frequency of issuance of Patronage Refunds, and the exact amount of the total Patronage Refund shall be set by a Simple Majority of the Board.

  3. Application by any person for Membership shall imply the “Consent to patronage distributions” by that person, meaning that all members will report their co-op patronage refunds and retained capital equity to the IRS as earnings.  Each year members will receive an IRS 1099-PATR form (or its equivalent) itemizing their Patronage Refunds earned in that year.”




  1. The Cooperative shall have the authority to rent or lease land, infrastructure, or equipment from Members and non-Members.

  2. If the owner of any land or infrastructure leased by the Cooperative is a member of the Cooperative, the rent for actual space used by the operations of the Cooperative shall be:

    1. one (1) US dollar per square foot of indoor space, per year, plus

    2. one hundred (100) US Dollars per acre of outdoor space per year, plus

    3. actual or best estimate of the cost of utilities, irrigation water, etc. utilized by the Cooperative, plus

    4. 3% of net revenue created as a direct result of the use of that space, minus

    5. the actual cost of any permanent improvements done by the Cooperative to that space

  3. Lease rates will increase in the same manner as the Nominal rate

  4. The Cooperative shall compensate each Member at market rates for any Member-owned equipment, tools, etc., utilized, except that utilization of Member owned vehicles shall be reimbursed at IRS rates.

  5. Should the Cooperative rent or lease from any non-Member, such rental or lease will be at mutually agreeable market rates.



  1. The Cooperative may sell any and all tangible goods or services that result from the operations of the Cooperative to:

    1. the retail market under one or more brand names,

    2. wholesale to any other entity, or

    3. wholesale to any Member

  2. The Cooperative may acquire by Supermajority vote of the Board or the Membership, and a Member may grant, a permanent and exclusive right to market products under a brand name previously used by that Member, in return for a number of Shares agreeable by the Cooperative and the Member




  1. Each Member agrees to not cause or join any lawsuit to any court of law in any jurisdiction against the Cooperative, or against any other Member of the Cooperative, over any matter arising from the operation of the Cooperative. Should any Member cause or join any such lawsuit, that Member agrees to be jointly and severally liable for all costs incurred by the Cooperative or any other Member necessary to answer or defend such lawsuit, regardless of the outcome or judgement of the lawsuit.

  2. Any grievance or matter of dispute between any two Members or between the Member and the Cooperative itself shall first be brought to the Board of Directors for non-binding arbitration.

  3. The Board of Directors shall maintain a list of at least three professional arbitrators or similarly qualified dispute resolution professionals.

  4. Any grievance or matter of dispute which cannot be satisfied by an action of the Board shall then be referred for binding arbitration to one of the professionals on the list. The professional shall be selected from the list by a process of removal, with the party defending any grievance having the first choice of removal, and the party causing the dispute to be brought having the second choice of removal, and so forth until only one professional remains. Should that professional be unwilling or unable to hear the grievance, the professionals shall be referred to in reverse order of their removal.




  1. The Cooperative may be dissolved only by a Supermajority vote of the Membership.

  2. Upon dissolution, all assets of the Cooperative shall be sold, in priority order:

    1. to Members, based on the price that Member is willing to pay for that asset, then

    2. ranked by number of Shares owned by that Member, then

    3. to non-Members

  3. The proceeds from the sales of assets, and the contents of the Reserve Fund, shall be used to satisfy any debts or obligations owed by the Cooperative to non-Members first, then to Members

  4. All proceeds and funds remaining after the settling of debts shall be apportioned amongst the membership in accordance with the number of shares held.