Membership Disclosure Document for IO Cooperative, Inc.

Note: The source and revision history for all IO Cooperative policies is also available.

1. Cooperative Status

IO Cooperative, Inc. is a cooperative corporation organized under the Consumer Cooperative Corporation Law of California.

2. Copy of Articles and Bylaws

A copy of the Corporation’s Articles of Incorporation and its Bylaws will be furnished without charge to each member or prospective member upon written request. Requests should be sent via electronic mail to

3. Assignment or Transfer

No share or membership of this corporation may be assigned or transferred. Any attempted assignment or transfer will be wholly void and will confer no rights on the intended assignee or transferee. (See Bylaw Section 4.11.)

4. Termination of Membership

Sections 5.01 through 5.04 of the Bylaws of the Corporation provide as follows:

Section 5.01. Voluntary Withdrawal.

A member may resign from the Corporation and terminate his or her membership by filing with the Secretary of the Corporation a written notice of resignation. The resignation will become effective immediately without any action on the part of the Corporation.

Section 5.02. Death or Dissolution.

A membership will immediately terminate upon the death of a member or the dissolution of a member that is an organization.

Section 5.03. Expulsion.

(a) A member may, for failure to comply with these Bylaws, rules, or regulations of the Corporation, for failure to patronize the Corporation during the immediately preceding fiscal year of the Corporation in the amount of at least fifty dollars ($50.00), or for any other justifiable reason, including refusal to repay debt owed to the Corporation, be expelled from the Corporation by resolution adopted by a two-thirds vote of all members of the Board of Directors. Expulsion will become effective immediately unless the Board may, in the resolution, fix another time. On expulsion, the name of the member expelled must be stricken from the membership register and all of his or her rights will cease except as provided in Section 5.04 of these Bylaws.

(b) Prior to expulsion of a member, the Board of Directors must give such member at least fifteen days notice prior thereto and the reasons thereof. Such member must have the opportunity to be heard, orally or in writing, not less than five days before the effective date of expulsion by the Board.

(c) The notice required pursuant to subsection (b) of this section of these Bylaws may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last known address of the member shown on the Corporation’s records.

Section 5.04. Settlement of Membership Interest.

If a membership is terminated for any reason set forth in this Article of the Bylaws, the membership interest held by the member must be purchased by the Corporation, subject to Section 4.12 of these Bylaws, within one year of the date of termination to the extent of the paid-up value of the member’s membership on such date. The Board of Directors, in so settling the member’s membership interest, may set off any and all indebtedness of the member to the Corporation. The paid-up value of the member’s membership interest is the monetary amount of such interest (including fractional memberships) that the member has been issued in accordance with Section 4.08 of these Bylaws.

5. Member’s Proprietary Interest

Membership in the Corporation is not an investment, and members will never be paid dividends on memberships. A member’s proprietary interest in the Corporation is limited to the unredeemed total of money received by the Corporation in exchange for all memberships purchased by such member. (See Article 4 of the Articles of Incorporation and Bylaw Sections 4.08, 4.09, 5.04, and 11.03.) A member or former member’s proprietary interest does not include amounts transferred to the Corporation pursuant to section 4.13 of the Bylaws (related to “unclaimed” equity interests).