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ABookCoOp ByLaws

I. Name:

The cooperative shall be named ABookCoOp, hereafter "the Cooperative". The Cooperative shall be incorporated in the state of Wisconsin. The Cooperative to do business as TomFolio.com.

II. Membership:

A. Eligibility and acceptance:

1.Membership in the Cooperative shall be open and limited to any used-book-dealer company that owns and maintains a retail business and physical inventory from which it makes retail sales of used books, used ephemera and used periodicals to the public, and from which it makes such retail sales through but not limited to the Cooperative (hereafter Member Companies).

2. Membership shall be vested in the company, whether corporation, partnership, sole proprietorship, doing business as, or other legal entity. Only members whose fees are not in arrears more than 30 days, at the time of any vote, shall be considered Voting Members, and allowed to vote, participate in any meetings, or partake in business discussions. Each member company shall have only one (1) vote on all matters before the Cooperative (hereafter Voting Members). Each Member Company shall be allowed to use one (1) and only one (1) e-mail and internet address. The initial membership shall consist of the incorporators of the Cooperative. To be eligible for subsequent consideration for membership, any natural or legal person, partnership, joint venture, association or other party applicant must submit an application for membership and subscription for Membership Stock and other stock conforming to these bylaws and to cooperative policy as established by the Board of Directors from time to time.

3. In addition to IIA1 and to policies established by the Board of Directors from time to time, the criteria and qualifications for membership shall include the following:

a. No applicant shall have publicly issued its stock or other securities. No Member Company shall publicly issue its stock or other securities

b. No applicant or Member Company shall operate under a franchise, syndicate, or "chain" arrangement.

c. No applicant or Member Company shall have ownership in, operate or be a developer of a database on the Internet or other electronic venues that presents two or more used book dealers' inventories for retail sale that is in competition with the Cooperative. No applicant or member shall be a competitor of the Cooperative.

d. No applicant or Member Company, shall be a legal person, partnership, joint venture, association or other party one of whose principals as determined by the Board of Directors is not qualified for membership in the cooperative.

4. Each Member Company of the Cooperative shall hold one and only one share of Membership Stock and such additional shares of other classes of stock and such additional capital accounts as may be required by Cooperative policy adopted annually by the Board of Directors as determined by a two-thirds majority of the Member Firms voting on such proposed policy.

5. Each Member Company which is not an individual shall designate a person to act on the member's behalf in conducting the affairs of the Cooperative. In the event a member withdraws such designation from a person serving as an officer or director of the Cooperative, the office held by that person shall be deemed vacant and the vacancy will be filled as provided in these Bylaws. In the event a Member Company cannot agree on the identity of a designated representative, the right of that Member Company to participate in the affairs of the Cooperative shall be suspended until a properly designated representative can be selected.

6. The Board of Directors shall receive all applications for membership together with appropriate stock subscriptions, and shall act on all applications, exercising its exclusive judgment in the interest of the Cooperative. No applicant shall be entitled to membership as a matter of right, and the decision of the Board of Directors shall not be subject to review.

7. The Board of Directors may at its sole discretion and acting without prior notice by 2/3 vote of disinterested directors in office terminate the membership of any Member Company if the Board determines to its satisfaction that the Member Company or any of its principals has conducted business activities contrary to the best interests of the Cooperative, or if the Board of Directors determines that the Member Company has violated the terms of its application, subscription, or any other contract with the Cooperative. Grounds for termination shall include without limitation:

a. Default in database subscription fees or other charges by the Cooperative;

b. Unauthorized disclosure of trade secrets or intellectual property of the Cooperative;

c. Changes in business operations or organization resulting in disqualification under membership criteria and qualifications.

B. Stock Requirements of Membership

1. Each Member Company shall hold one and only one share of Membership Stock

2. Member Companies may acquire additional non-member stock and such additional equity interests in the Cooperative as may be created from time to time, but no member or stockholder shall have a pre-emptive right to acquire additional shares or equity interests.

3. The stock requirements of membership shall be determined by a 2/3 majority of members at an Annual Meeting, Special Meeting or postal mail ballot.

4. A Member Company may resign from membership by delivering a written notice of resignation together with the certificate of membership stock to the Secretary of the Cooperative. Upon receipt of such resignation, the Secretary shall inform the Board of Directors, which shall in its discretion either issue to the former member non-member stock of equal par value or redeem the stock so surrendered.

III. Member Meetings

A. The Annual Meeting of the Cooperative shall be held at the principal place of business of the Cooperative or any place conveniently located within the area served by it and at such time as the Board of Directors shall determine within nine (9) months after the close of the fiscal year at the call of the President or as determined by the Board of Directors. The Agenda for the Annual Meeting shall be determined by the Board of Directors. However, items and resolutions for consideration at the Annual Meeting shall be placed upon the agenda upon the receipt of written petitions of 30% of the members submitted to the Secretary no later than 45 days prior to the Annual Meeting.

B. Special Member meetings may be called by the president, by the majority vote of the entire Board of Directors or by petition of 40% of the membership submitted in writing to the Secretary. The motion of the Board of Directors or the petition of the members calling a Special Member Meeting shall state the agenda of the proposed meeting and the full text of any resolutions to be presented to the meeting. Special meetings shall be held at the principal place of business of the Cooperative or at any other place conveniently located within the area served by it. The Special Member Meeting shall be held no earlier than 60 days nor later than 90 days after the vote of the Board of Directors or receipt of sufficient petitions from the members calling for such a meeting.

C. Notice of all Annual and Special Member Meetings shall be given to all Member Companies, personally or by mail at their last known address, at least 10 days and not more than 30 days prior to the date of the meeting, and shall contain the agenda and the names of any Director candidates nominated for election at the meeting.

D. A quorum at Annual and Special Member Meetings shall be the minimum number of members required by Wisconsin law.

E. Voting: The Board of Directors may provide for a mail ballot on specific questions including elections submitted for a vote of the membership. In addition, at any regular Annual or Special Member Meeting legally called, a written and signed vote by an absent member may be submitted if such member has been previously notified in writing of the exact motion or resolution upon which the vote is taken. Member Companies represented by ballot or signed vote shall be counted in computing a quorum but only for those questions as to which the ballot or signed vote is taken.

IV. Election of Directors

A. The Board of Directors shall appoint a Nominating Committee no earlier than 120 days nor later than 45 days prior to the Annual Meeting. The Nominating Committee shall consist of at least three members in good standing. In order to be eligible, a prospective nominee must be a Voting Member as defined in II.A.2, at the time of nomination, and any subsequent vote. The Nominating Committee shall report its slate of candidates for Director in writing to the Secretary no later than 45 days prior to the Annual Meeting. Nominations for Director may also be made by petition of 10% of the members submitted in writing to the Secretary no later than 45 days prior to the Annual Meeting. Persons nominated must notify the Secretary that they are willing to serve no later than 45 days prior to the Annual Meeting. The election of Directors shall be held at the Annual Meeting. Election of Directors shall be by simple majority of those members present and voting in person and those members who have properly submitted mail ballots. Contested elections will be conducted by secret, written ballot.

B. Upon receipt by the Secretary of written petitions from 40% of the Member Companies requesting the removal from office of an elected Director, the Board of Directors shall present such proposed removal to the membership for a mail ballot within 30 days of receipt of said petitions. Such removal shall become effective immediately upon a two-thirds approval of all voting Member Companies.

V. Board of Directors

A. The Board of Directors shall consist of not less than five (5) nor more than nine (9) members of the Cooperative as determined by the Board, elected annually at the annual membership meeting, serving staggered terms of 3 years, without limitation as to successive terms. Directors shall take office immediately upon election. During the first three years after the first election following incorporation, the secretary shall determine by lot assignment initial partial terms among directors prior to their election to achieve appropriately staggered terms among directors. After such initial partial terms, all terms shall then be full three-year terms.

B. A director who fails to attend half of the regular Board meetings consecutively in a six-month period shall have thereby resigned.

C. Any vacancy among Directors may be filled by appointment by the Board of Directors. A Director so appointed shall act as Director and shall serve until the next annual meeting, at which the members shall elect a director to complete the pertinent term.

D. The Board of Directors shall establish a schedule of regular meetings which shall be held at least quarterly, at such times and places as it shall determine. Distribution of a schedule of times and places of regular meetings to all directors shall constitute sufficient notice to conduct any legal business of the Board at meetings held as scheduled. Notwithstanding any other provision of this section, the first meeting of the Board of Directors to be held after the Annual Election shall be called by the outgoing President who shall also chair said meeting the first order of business of which shall be the election of officers.

E. Special meetings of the Board may be called by an officer or any two directors upon actual notice to all directors at least 48 hours in advance of the meeting.

F. A quorum of directors shall be a majority of directors in office.

G. The Board of Directors shall have the responsibility and authority for the management and operations of the Cooperative as mandated by the laws of Wisconsin.

H. The Board of Directors shall establish the par value of any stock issued by the Cooperative.

VI. Officers

A. At the first meeting following the annual meeting of members, the Board of Directors shall elect a President and Vice President from among the Directors, and may, in their discretion, combine the office of Secretary and Treasurer. All such officers shall hold office for a term of one year, or until their successors have been elected and qualified. Such officers may be removed by the Board and successors elected at any Board meeting.

B. The officers shall perform such duties as are ordinarily assigned to such officers in the normal course of business. The President and the Secretary shall have authority to sign all documents within the scope of the implied or express authorization of the Board of Directors, the Wisconsin cooperative Law, and the Articles of Incorporation and By Laws of this cooperative. The Secretary and the Treasurer shall perform the usual duties of those offices. The Vice President shall act as President in the absence or disability of the President.

VII. Stock and Allocation

A. In addition to stock held by members as required by cooperative policy, any member and any other person or party legally qualified to do so may hold any number of share of non-member stock, within the limits of authorized capital. Stockholders shall have such voting rights as are established by Chapter 185, Wisconsin Statutes.

B. Stock:

1. Promptly following acceptance of a subscription for the purchase of stock and receipt of appropriate funds, the secretary shall record the owners name on the corporation's permanent records. The person in whose name a share stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the address provided by the owner shall stand as the address for all purposes until the owner notifies the secretary in writing of any change.

2. Stock shall be without pre-emptive right and may be retired or redeemed in whole or in part as to any class by the Cooperative at any time as determined by the Board of Directors, upon paying to its holders the par value thereof plus any accrued and unpaid dividends thereon upon surrender of the certificates evidencing such shares, and the Board may select which particular shares it will so retire or redeem, either by action taken from time to time or policy.

3. Issuance and transfers of stock shall only be made with the approval of the Board of Directors and shall only be made upon the books of the Cooperative by the stockholder in person or pursuant to a power-of-attorney duly executed and acknowledged and filed with the secretary and upon surrender of the certificate for such shares; and no transfer shall be made unless and until any and all indebtedness owing to the Cooperative by the stockholder has been paid in full. The Cooperative shall have a first lien and right to set-off against the capital stock and any other capital accounts of the cooperative for any debt due it by the holders thereof.

4. Membership Stock shall be converted to non-membership stock upon termination of that membership, unless recalled in the discretion of the Board.

C. Allocation, Distribution and Reserves:

1. The Cooperative shall apportion and distribute proceeds in accordance with 185.45(1), (2), (3), (5), and (6), and not in accordance with 185.45 (4), Wisconsin Statutes, or the pertinent successor provisions.

2. For purposes of such apportionment and distribution, total proceeds shall consist of any and all sums received from any source whatsoever exclusive of subscribed capital, amounts held on deposit or escrow for services or goods to be performed or delivered in the future, and borrowed sums; and shall be received and held by the association for and as the property of its patrons, subject to the deductions therefrom and distribution thereof as provided herein.

3. The Board of Directors may establish Cooperative policy respecting stock dividends consistent with Wisconsin law.

4. The records of the association shall always show the interest of the members in the reserves and surplus of the association.

5. The Board shall create appropriate reserves.

6. The Board in its discretion may apply all or any part of net proceeds to losses incurred in prior years as the interests of the Cooperative require; and may apportion losses as the interests of the Cooperative and the patrons may require.

7. Each member of this cooperative as of the effective date of this by-law who continues as a member after such date, and each person who shall after such date become a member shall, by such act alone, consent that the amount of any distribution with respect to patronage occurring in any fiscal year of the association beginning after December 31, 1962, and which are made in written notices of allocation (as defined in 26 USA 1388), and which are received by said member from the Cooperative, will be taken into account at their stated dollar amounts in the manner provided in 26 USA 1384(a), less any amount which may be excluded under 26 USCA 1385(b) in the taxable year in which such written notices of allocation are received by said member.

VIII. Administration and Rules

A. Temporary Committees: The Board may create from the Director and membership of the Cooperative, and others, such temporary and standing committees as it may from time to time in its discretion decide. The powers of such committees shall be specifically stated by resolution of the Board of Directors, and in no case shall any such committee exceed the powers conferred by such resolution.

B. Standing Committees: The Board may appoint the following standing committees:

1) an Executive Committee consisting of three directors the officers which shall have the powers conferred upon executive committees under Section 185.33 of the Wis. Stats. 1985, as that statute may be amended from time to time.

2) a Finance Committee, consisting of the Treasurer (acting as Committee Chairman) ,director and one non- Board member selected by President with the approval of the Board of Directors. The Finance Committee shall meet at least quarterly to review the finances and budget of the Cooperative, report the status of the both to the Board, and make such financial recommendations to the Board as the Committee shall see fit.

3) a Bylaws Committee, consisting of two Directors and one non-board member selected by the President with the approval of the Board of Directors. The Committee shall meet at least annually to review the status of the Bylaws and recommend any needed revisions to the Board of Directors. The Committee shall also act as the interpreter of these Bylaws, subject to review by the majority vote of the Board of Directors in consultation with the legal counsel of the Cooperative.

C. Directors shall not receive compensation for the performance of their respective duties in their capacity as Directors.

D. All directors and employees handling funds of the Cooperative shall be covered by fidelity bond for the faithful performance of their duties, in such amounts as may be required by the Board.

E. Books of account of the Cooperative shall be reviewed and reported on at least once a year by accountants selected by the Board, and an annual report including such accounting information or appropriate summaries thereof shall be available to the membership.

F. Except as otherwise specifically provided by the Articles of Incorporation, these bylaws, or by resolution or rule duly adopted, meetings of the Cooperative and of any body of the Cooperative shall be governed by the most current edition of Roberts Rules of Order as published by HarperCollins or its successor.

G. The fiscal year of the cooperative shall end on December 31.

H. The cooperative shall have no seal.

IX. Enactment, Amendment and Repeal of Bylaws and Articles

A. The Board of Directors may amend any bylaw except Section IV by 2/3 vote at any meeting the notice of which included the subject matter of the amendment. Any amendment so adopted shall be included in the notice of the next annual meeting and shall be reported to the next annual meeting.

B. These bylaws may be amended at any meeting of the members the notice of which included the subject matter of the amendment. Amendment shall require the approving vote of 2/3 of the members voting.


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