In order to be accountable to our smallest task, our largest goal and our ambitious mission, Pecan Milk Cooperative establishes a process that promotes follow-through while empowering suspension and expulsion.

Pecan Milk Co-op, LLC operating agreement at Article 2 Membership, 2.8 Rights of Dissociated Member and Transferee​, 2.9 Exiting Members​, 2.10 Expulsion, 2.11 Grounds​ reads,

"2.7 Decisions, Voting​ . Each member shall have a voice and one vote in decisions of the

Cooperative. Member decisions may take place in Member Meetings, by ballot, or by nearly

unanimous agreement with three potential dissenters in a written memorandum. Meetings are guided

by rotating facilitators with recorded minutes.

Meetings are guided by rotating facilitators. Minutes are recorded by rotating notetakers. The

times for each part of and for the entire meeting are enforced by rotating timekeepers.

Decisions made in committees or smaller working groups within the Cooperative shall also be made

by these processes. Unless otherwise specified in this

Agreement, member decisions shall be made through a collaborative decision-making process. Any

member may call for a vote by the members on any member matter.

2.7.1. ​ Democratic Decision-Making . ​ All of the decisions of the Cooperative are reached by

two-thirds (66.6%) agreement of voting members. ​ Decisions can only be reached in

meetings in which quorum is met. The cooperative’s quorum is two-thirds (66.6%) of

worker-owners that are eligible to vote on a decision. ​ The collaborative decision-making

process is two halves: discussion and decision. The discussion half of the decision-making

process includes introducing the topic and clarifying questions. The decision half of the

process clearly identifies potential decisions for voting Members to (1) agree to, (2) have

reservations to that can be addressed, (3) block because the decision contradicts the

Operating Agreement or cooperative values or (4) abstain from. A decision with two-thirds

agreement of voting Members that faces blocks or abstentions still becomes the policy of the

Cooperative.

2.7.2. ​ Disinterested Member . ​ With respect to any Cooperative matter, a disinterested

member means a member with no material financial or other interest in the proposed decision

except in the member’s capacity as a member of the Cooperative. A majority vote of the

disinterested members means an affirmative vote of disinterested members holding a

majority of votes held by disinterested members.

2.7.3. ​ Annual Meeting ​ . The members shall all meet once annually, prior to filing the

Cooperative’s tax returns, and at other times if called pursuant to this Section 2.7.4 (Calling

of Meetings). The Annual Meeting of members shall be for the purpose of reviewing the

Cooperative’s financial performance, the business plan, strategy, and to approve the

Cooperative’s tax returns for filing, and for any other purpose to which the members agree.

2.7.4. ​ Calling of Meetings . ​ Any two or more members may call a meeting of the members at

any reasonable time and place concerning any lawful matter reasonably related to the

business or internal affairs of the Cooperative.

2.7.5. ​ Participation in Meetings ​ . All members shall use their reasonable best efforts to attend the

meeting in person. ​ Members shall inform the facilitator before the meeting if they are

unable to attend the meeting.

2.7.6. Facilitators guide meetings with agendas with specific timeframes that allow space

for dialogue while simultaneously respecting the temporal boundaries of the meeting.

Agendas are crafted by meeting facilitators as a proposal that must enjoy the consent of

the group. Therefore, meeting agendas ought to be shared with meeting participants

before the meeting, in case some members have reservations or modifications for the

agenda.

Notetakers record meeting minutes. Minutes include information about the meeting

including but not limited to the date, time, location, facilitator, the notetaker, the

timekeeper, meeting participants, the agenda, proposals made during the meeting and

decisions reached. Notetakers are responsible for sharing and archiving meeting

minutes.

Timekeepers reinforce the sanctity of the time used for worker-owner dialogue.

Timekeepers keep facilitators and meeting participants in alignment with timeframes

agreed upon in the agenda and tell late-comers the information they have missed. It is

appropriate for timekeepers to interject with the time remaining in the meeting or left for

an agenda item.2.8 Rights of Dissociated Member and Transferee​ . The rights held by a Dissociated Member and

a Transferee with respect to any Membership Share are limited to the economic rights as described

in Section 2.6(a) (Ownership Rights of Members). No Dissociated Member or Transferee has any

right to voice, vote, or participation in management decision of the Cooperative or any other

non-economic right described in Section 2.5(b) (Rights of Members).

2.9 Exiting Members​ . Termination of a Member’s membership in the Cooperative is a two-step

process. A Member becomes “dissociated” from the Cooperative through certain actions or events

described below. When a Member becomes dissociated, the Cooperative has the option but not

obligation to redeem the Dissociated Member’s Share. NO MEMBER CAN UNILATERALLY

REQUIRE THE COOPERATIVE TO REDEEM HER OR HIS MEMBERSHIP SHARE.

2.9.1. ​ Dissociation . ​ A Member becomes dissociated from the Cooperative when she or he:

a. Dies;

b. Resigns his or her membership in writing;

c. Is subject to transfer of her or his Membership Share, voluntarily or involuntarily, to

the control of a trustee in bankruptcy or court-appointed receiver, or to the Court in a

proceeding for the distribution of marital property; d. Is expelled from Membership

pursuant to Section 2.10 (Expulsion); e. Attempts to transfer her or his Membership

Share to a third party.

2.9.2. ​ Cooperative Option to Redeem Share ​ . Except as otherwise provided in this Section 2

(Exiting Members) the Cooperative may in its discretion redeem a Membership Share from a

Dissociated Member. The Cooperative may elect to pay the redemption price for Membership

Share and the value of the Member’s Individual Capital Account over a period of not more

than three years. The Dissociated Member ceases to be a member of the Cooperative

immediately upon the Cooperative’s redemption of the Share.

2.9.3. ​ Cooperative Obligation to Redeem Share . ​ In the event that a Member is dissociated

due to death or to disability resulting in the appointment of a legal guardian for the dissociated

Member, the Cooperative shall redeem that Member’s Share. The Cooperative must redeem

the Share within 90 days from receiving formal notice of the appointment of a guardian for a

disabled Member or of a Member’s death. The Cooperative may elect to pay the redemption

price for a Membership Share over a period of not more than three years.

2.9.4. ​ No Transfer of Membership Share . ​ No Member may sell or otherwise transfer her or

his Membership Share to any person. A Membership Share may only be transferred back to

the Cooperative as provided in this Section 2.9 (Exiting Members).

2.9.5. ​ Valuation of Dissociated Member’s Share and Individual Capital Account . ​ An exitingMember’s Share shall be redeemed for the price at which the Member purchased it plus the

value of the Member’s Individual Capital Account as provided in Section 4.7 (Internal Capital

Accounts). If a dispute arises regarding the Cooperative’s value or the value of a Member’s

Individual Capital Account, the value shall be determined by an arbitrator as provided in

Section 3.7 (Conflict Resolution) of this Agreement.

2.9.6. ​ Termination of Membership . ​ A Dissociated Member ceases to be a member of the

Cooperative immediately upon the Cooperative’s exercise of its option or obligation to

redeem a Membership Share.

2.9.7 ​ Terms of Contract. ​ Some Members but no Managers are Member by contract right.

Cooperative Membership contracts may have terms that expire within a designated time

period. Membership may expire according to the terms of the contract, which requres that

Member to exit the Cooperative.

2.10 Expulsion​ . The members shall have an option by two-thirds majority vote to expel a Member

from the LLC. Members also have the power by two-thirds agreement to empower voting bodies to

reach an expulsion decision. Before expelling a member, the other members shall accord the

defending Member reasonable notice and a reasonable opportunity to be heard. Termination of

membership automatically removes an individual as a Member.

2.10.1.​ Procedure. ​ The Member-Owner shall be extended the opportunity for an oral hearing

unless there is found compelling reason to accept a written appeal only. The notice shall be

given by any means reasonably calculated to provide actual notice, except that if by mail notice

shall be given only by first-class or registered mail sent to the last address of the member

shown on the Cooperative’s records.

2.10.2.​ Appeal ​ . After a vote to initiate termination, the Member-Owner under expulsion order

shall be given written notice of the reasons for the proposed termination and an opportunity,

within ten days, to appeal orally or in writing. Any appeal shall be considered by a committee

of all of the Members. Unless the Members vote to stop the termination, the expulsion shall be

effective five days following the meeting to hear the appeal or fifteen days after the initial

notice, whichever is later.

2.10.3.​ Status Pending Appeal . ​ The Members may direct a Member-Owner under expulsion

order to refrain from conducting business as a Member-Owner until the termination action is

resolved, provided the Cooperative pays the Member-Owner her or his average weekly wage

-- calculated based on the three months preceding the vote to initiate termination -- until

resolution is reached. The Members may also direct the Member-Owner under expulsion

order to stay off Cooperative property except as necessary to exercise her or his rights

provided by state law.

2.11 Grounds​ . A member may be expelled on any of the following grounds:2.11.1 ​ Breach of Agreement ​ . The other members shall have the option to expel a member if (i)

they reasonably determine that the member has materially breached this Agreement; and (ii)

the member fails to cure the breach, if curable, within a reasonable time after receiving notice

of it.

2.11.2.​ Nonparticipation ​ . A Member may be expelled when she or he, whether voluntarily or

involuntarily, fails to participate in the business of the Cooperative for a period of thirty

consecutive days or a cumulative total of sixty days over any ninety-day period (provided, that

for good cause the remaining Members may by agreement waive expulsion or extend the

time allowed a Member under this subsection).

Members are empowered to designate a minimum time requirement to define

nonparticipation. Failure to complete assigned tasks counts as nonparticipation.

At first, a nonparticipating member-owner (a member on a six-month contract that has

not paid for their $1,450 ownership share) becomes dissociated from the Cooperative,

which only leaves limited economic rights to the Cooperative that are actually only

available to manager-owners (that have paid for their ownership share), for a specific

amount of time. No dissociated member has any right to voice, vote, or participation in

the management decisions of the Cooperative.

If nonparticipation persists after the initial period of dissociation, the member-owner can

be expelled from the Cooperative. Member-Owners can voluntarily dissociate from the

Cooperative during the duration of their six-month contract, in case of unexpected

emergency or opportunity. A voluntary dissociation can be discontinued at any time by

informing other owners in writing.

Manager-owners (members that have paid their ownership share) possess the right to

permanent or temporary voluntary dissociation that can be discontinued at any time by

informing other co-op owners in writing. If a manager-owner is nonparticipating, they can

be involuntarily dissociated, but the manager-owner can discontinue dissociation at any

time in writing.

2.11.3.​ Breach of Trust or Loyalty . ​ A breach of the Agreement and/or the members’ duty

of loyalty to the Cooperative by a member that has a material adverse effect on the other

members’ trust of the member shall be deemed to be a noncurable breach.

2.11.4.​ Serious Illegal or Immoral Conduct . ​ The other members shall have the option to expel

a member if they reasonably determine that the member has engaged in serious illegal and

immoral conduct."