BYLAWS of MAIN MARKET CO-OP

 

ARTICLE I - NAME AND PURPOSE

1.1. Name and Location: The name of the organization is Main Market Co-op (“MMC”). The principal office is located at 44 West Main Ave., Spokane, Washington,99201.

1.2. Purposes: The purposes for which this Cooperative is formed are:

    1.2.1. To establish and operate a retail consumer food cooperative that strengthens the local food system and

    educates the public through the sale of sustainable foods and services to its members and other consumers.

    1.2.2. To engage in all such activities as are incidental or conducive to attainment of the purpose provided above,

    and to exercise all powers now or hereinafter permitted by the State of Washington for corporations formed under

    the Miscellaneous and Mutual Corporations Act, Chapter RCW 24.06 as it now exists or as hereafter amended.

    1.2.3. The foregoing enumeration of purposes shall not be held to limit or restrict in any manner the general

    powers conferred on this Cooperative by the laws of the State of Washington, all of which are hereby expressly

    claimed. This corporation shall be operated on a cooperative basis for the mutual benefit of its members as patrons of

    the Cooperative.

1.3 Fiscal Year. The fiscal year of the Cooperative shall begin on the first day of January of each year.

ARTICLE II - MEMBERSHIP

2.1. Eligibility for Active Membership: Any individual may become an active (voting) member of Main Market Co-op. Main Market Co-op does not discriminate on social or political grounds, or on the basis of race, creed, age, sex, handicap, sexual preference or marital status. Provided, to be accepted as an active Member and to maintain active status, Members must agree to and shall:

    2.1.1. Comply with and be bound by the Articles of Incorporation and Bylaws of the Cooperative and any and

    all rules, regulations, and resolutions adopted by its Board of Directors (hereinafter called the "Board");

    2.1.2. Pay the applicable membership fee as established by the Board and stay current on other financial obligations

    to the Cooperative; and

    2.1.3. Be approved for membership by the Board; and

    2.1.4. Notify MMC of any address changes within six months of the change.

2.2 Membership Rights.

    2.2.1 Membership and membership rights in this Cooperative is not transferable.

    2.2.2 Each active member shall have the right to serve on the Board of Directors,to vote in elections to select the

    Board of Directors, to vote in elections to recall any or all of the Directors and to apply to serve on any Committee

    on which non-Board members are eligible to serve.

    2.2.3 Each active member shall have the right to petition to amend the bylaws or submit an initiative to the

    active membership for vote. Such petitions and initiatives must be signed by 25 members, including the member

    proposing the amendment or issue for a vote of the full membership.

    2.2.4 Each active member shall have the right to cast one vote on all matters presented to the membership for

    voting at membership meetings and in all instances where the Board of Directors orders member balloting. Member

    balloting may be performed by mail and/or at membership meetings.

    2.2.5 Members shall have the right to request and obtain information and records from the Cooperative,

    including the following:

        2.2.5.1 Year end operating and other financial reports, for the Cooperative's previous three fiscal years; and

        2.2.5.2 The minutes of any prior member meeting; and

        2.2.5.3 Adopted annual budgets; and

        2.2.5.4 Monthly or other periodic or special operating and financial reports submitted by management to the

        Board of Directors; and

        2.2.5.5 Formal audit reports rendered periodically by independent auditors; and

        2.2.5.6 Information relevant to a member's capital account.

    2.2.6 The Board shall adopt a policy under which Members shall have the right to attend and participate in the

    public portion of Board meetings, but the policy shall recognize that at times the Board should meet in executive

    session to discuss or act on matters involving proprietary or commercial information, personnel, labor agreements,

    legal disputes and other similar matters requiring that the Board meet in executive session.

2.3 Termination of Active Membership. Membership may be terminated in any of the following ways:

    2.3.1 Voluntarily, by resignation, at any time upon written notice to MMC; or

    2.3.2 By failure to comply with the requirements and qualifications set forth in paragraph 2.1; or

    2.3.3 By death of a member; or

    2.3.4 For other reasonable and sufficient cause, by a two-thirds vote of the Board of Directors, after a fair hearing at

    which the member has the opportunity to speak and present evidence.

    2.3.5 Termination of membership shall not relieve a former member of accrued debts owed to the MMC.

    2.3.6 Upon voluntary or involuntary termination of membership, the Cooperative shall:

        2.3.6.1 Redeem any non-voting, non-transferable capital stock, owned by the Member for consideration, which

        is equal to, in dollars, the sum originally paid for said stock. Such stock shall be redeemed not longer than 60

        days after the membership is terminated, unless the Board, in its sole discretion, determines that redemption

        of a terminated member’s non-voting, non-transferable capital stock within 60 days would have a significant adverse

        impact on the financial condition of the Cooperative, in which case the Cooperative may elect to redeem such stock

        over a period of up to 4 years.

        2.3.6.2 Pay to any active Member, the amount of any capital credit, if any, due from the Cooperative to such member,

        in the same order and in the same amounts as would have been paid had the membership not been terminated.

2.4 Affiliate Memberships. The Board may, in its discretion, authorize other individuals, persons and organizations desiring to support the activities of MMC to be “Affiliate Members” of the Corporation, provided that such members shall have no voting rights or property interest in the corporation.

ARTICLE III ACTIVE MEMBER CAPITAL CONTRIBUTIONS; CAPITAL CREDITS.

3.1 Operation at Cost. In making goods or services available to Members, the Cooperative shall at all times be operated on a non-profit cooperative basis for the benefit of its Members. The Cooperative is and shall be obligated to account on a patronage basis to all of its members for all amounts received on account of the sale of goods and services. The obligation of the Cooperative to account to Members shall be to establish a capital account for each active Member and to allocate to each Member’s capital account all amounts over and above the operating expenses of the Cooperative in furnishing goods and services to members, including, without limitation, depreciation on property, losses, salaries, wages, insurance, taxes and interest on moneys owing from the Cooperative. With respect to amounts withheld or collected from the members for the Revolving Fund (as hereinafter provided), any amounts credited to such Revolving Fund out of amounts which would otherwise be payable to members in cash shall have the same status as though they had been paid in cash in pursuance of a legal obligation to do so and the members had furnished corresponding amounts for capital of the Cooperative.

3.2 Membership Capital. Funds for carrying on the business of the Cooperative shall be obtained by retaining net margins from sales, from the collection of dues or assessments based on patronage, or by collecting from Members for the Cooperative's use such amounts (called "Capital Contributions") as shall be determined by the Board in its discretion from time to time. Amounts so retained or collected from members shall be credited to a capital fund (called the "Revolving Fund"). The Revolving Fund shall constitute, together with such other funds as shall be established by the Cooperative, the membership capital of the Cooperative. The Members shall be credited on the books of the Cooperative with the amounts retained or collected from them respectively (called "Capital Credits").

3.3 Capital Credits Represent Indebtedness. Capital Credits shall be deemed to be indebtedness of the Cooperative to the Members to whom credited, to be paid solely and exclusively in the discretion of the Board of Directors upon the conditions and at the time or times as they may determine. No interest shall be payable on or in respect of the Capital Credits.

3.4 Capital Credit Statements. As soon after conclusion of each fiscal year as may be conveniently done, there shall be mailed or delivered to each member a statement showing the amount retained or collected from and credited to such member during the preceding fiscal year from the Revolving Fund. The statement shall be in such form and contain such other information as the Board shall prescribe. 

3.5 No Segregation of Funds. The moneys retained or collected for the Revolving Fund may be commingled with and used for any corporate purposes, as other moneys belonging or coming to the Cooperative, and nothing herein contained shall be deemed to require that any specific moneys or funds be physically segregated, or designated, or marked, or set apart, or held for the Revolving Fund, nor shall the Revolving Fund be deemed a trust fund held for the owners of Capital Credits. The liability represented by Capital Credits shall at all times be junior and subordinate to all other obligations and indebtedness of the Cooperative.

3.6 Funds Subject to Rights of Creditors. Without regard to any other provision of these bylaws and without regard to how created, evidenced or certified, all property and assets standing to the credit of any Revolving Funds or other special funds created pursuant hereto while held and retained by the Cooperative shall be subject to the rights and claims of its creditors and to the payment of its debts, liabilities and obligations and may be mortgaged or pledged in the same manner and to the same extent as its general property and assets, and shall be subject to distribution in whole or in part only as and whenever determined by the Board of Directors in its discretion.

ARTICLE IV

CAPITAL STOCK

4.1 Non-Voting, Non-Transferable Capital Stock. The Board of Directors may issue non-voting, non-transferable capital stock, with a dividend rate fixed at the time of issuance, and with or without par value. Dividends on preferred shares shall not be cumulative. Purchase of said stock shall constitute an agreement by the purchaser to sell back to the cooperative said stock for consideration, which is equal to, in dollars, the sum originally paid for said stock. Except as provided in paragraph 2.3.6.1, the Agreement to repurchase capital stock shall be exercisable at the option of and in the sole discretion of the Cooperative. The Board of Directors may enter into agreements with the purchasers of such stock regarding the timing of purchase and redemption of said stock, reserving the right to delay payment based on the financial health of the cooperative.

    4.1.1 There shall be no preemptive rights resulting from ownership of any capital stock of this cooperative.

    4.1.2 The Membership may at any time prohibit the Board of Directors from further issuing of non-voting,

    non-transferable stock, but may not otherwise interfere with the sale or redemption of stock by the Board.

    4.1.3 Stock may be sold publicly to only Washington state residents as an internal member-only offering.

    4.1.4 The cooperative may issue up to One Hundred Thousand (100,000) shares of stock.

    4.1.5 In matters covered under Section 24.06.120 RCW, stockholding members shall receive no additional voting power

    other than their membership vote, although by law, they must be allowed to vote, even if their membership is not “active.”

4.2 Subscription Forms. Subscription forms for the purchase of capital stock shall include in writing the provisions of this Article, and the provisions of paragraph 2.3.6.1 and Article VII of the Articles of Incorporation, or their reasonable equivalent. Signature of the purchaser on said form shall constitute agreement to all provisions stated therein. Stock certificates shall have the word “Non-transferable” printed prominently on the face thereof, along with the sale/redemption price and dividend rate.

ARTICLE V

MEMBER MEETINGS

5.1 Annual Meetings. Annual membership meetings shall take place in the State of Washington within six months of the end of each fiscal year, otherwise at such time and place as the Board of Directors shall designate. The purpose of the meetings shall be to report to members on the operations and finances of MMC, and to conduct voting for vacancies or expired terms on the Board of Directors, and other issues properly submitted to a vote of the members.

5.2 Special Meetings. A simple majority vote of the Board of Directors may authorize a special meeting of the members at any time. Special meetings may also be called by a written request signed by no less than five percent of the active membership. Business conducted at special meetings shall be limited to the purpose set forth in the notice for such meetings. The President shall set the time and place of a meeting requested by the membership, and notice shall be sent to the requestors’ representative within fourteen days of receipt of a request. Any request for a meeting by the membership shall specifically state the purpose of the meeting and any proposed resolution to be acted upon.

5.3 Meeting Notice. The President or Board of Directors, when calling an annual or special meeting of the members, shall cause to be delivered to each active member, either personally, by postal mail or electronic transmission, not less than 60 nor more than 30 days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Determination of Active Member status for notice purposes shall be as of the date that notice is sent to members. Notice of the annual meeting or of any special meeting shall be posted in the MMC store. The failure of any Member to receive notice of an annual or special meeting shall not invalidate any action which may be taken at any such meeting provided a quorum is present.

5.4 Quorum. A quorum for the conduct of business at a meeting shall be the lesser of five percent or 50 members of the active membership. All decisions of the membership shall be made by simple majority of votes cast, with the exception of Articles of Incorporation (requires a two-thirds (2/3) majority), unless required otherwise by these bylaws, articles of incorporation, or state law.

5.5 Voting. Upon the order of the board of directors, a vote of the members may be taken by mail upon any question with the same effect as if taken at a meeting duly called and convened. The right of the members to vote by mail for the election of directors is hereby expressly confirmed. Any question to be submitted to the members by mail vote shall be reduced to concise written form by the secretary of the Cooperative and mailed or electronically transmitted to each member in accordance with the provisions of paragraph 5.3 of these bylaws. Such questions shall be in ballot form to enable the member to express his or her vote. The secretary of the Cooperative shall enclose therewith a notice fixing the date and time at which all ballots will be opened and counted at the office of the Cooperative, which date must not be not more than fifty (50) nor less than fifteen (15) days from the date of mailing, and instructing the member to return the ballot in a plain, sealed envelope addressed to the Cooperative, either by mail, postage prepaid, or by delivery in person to any specified place of business of the Cooperative. At the time and date fixed, the secretary of the Cooperative shall open, count and register the votes in the presence of any and all members and directors in attendance, and thereupon announce and record the result.

ARTICLE VI

BOARD OF DIRECTORS; ELECTION AND SELECTION; MEETINGS

6.1. Number of Directors. The Board of Directors shall consist of a minimum of nine and a maximum of eleven individuals elected by MMC’s membership. Each member must be a member in good standing of Main Market Co-op, and may not presently be an employee of the business.

6.2. Length of Terms. Directors shall serve three-year terms and shall be limited to no more than two consecutive terms. After one year off, a board member may be once again voted in by the membership. The Directors’ terms will be staggered so that up to four are elected each year. Director terms begin 30 days following a successful vote by the membership.

6.3. Meetings, Minutes and Quorum. The Board shall hold a regular meeting once in each of at least 10 months per year. Two-thirds of the sitting Directors of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. If at any meeting of the Board of Directors there should be less than a quorum present, the majority of those present may adjourn the meeting from time-to-time until a quorum is present. At an adjourned meeting any business which might have been transacted at the meeting originally called may be transacted without further notice thereof. Minutes of Board meetings shall be kept by the Board and made available to MMC members.  Special meetings of the Board can be called and organized by the Board President or three (3) Board members with at least three (3) days notice to all Board members and clearly stated purpose. The general policy of the cooperative is that attendance at all Board meetings by the membership shall be permitted. Notwithstanding the forgoing, no member shall be entitled to attend an executive session convened by the Board.  The Board shall adopt a member attendance policy to define the forgoing.

6.4. Notice of Meetings. The Board shall regularly meet at the date, time, and location determined by the Board (“Regular Board Meeting”). The Board may hold Regular Board Meetings without notice. For good cause, the President may change the date, time, or location of a Regular Board Meeting. A Director not attending a Board Meeting at which the Regular Board Meeting date, time, or location is changed is entitled to receive notice of the Regular Board Meeting change at least three days before the next Regular Board Meeting. Special meetings of the Board of Directors may be called by the President, or by the request of 3 of the Directors serving on the Board of Directors. The Secretary of the Cooperative shall see that notice is given of the special meeting, setting forth the time, place, and purpose thereof. Notice of such special meeting shall be given in person, by mail, telephone, facsimile transmission, or by e-mail or other electronic means to each Director not less than three days prior to the special meeting. The failure of any Director to receive notice of an annual, regular or special meeting of the Board of Directors shall not invalidate any action which may be taken by the Directors at any such meeting, provided that a quorum is present or, if a quorum is not present, such action is approved by two-thirds (2/3) of the members of the Board of Directors.

6.5. Waiver of Notice. Unless otherwise prohibited by law, any notice required to be given under these bylaws, whether of meetings or otherwise, may be waived. Upon such waiver being made in writing and made of record on the records of the Cooperative, such waiver shall have the same force and effect as if due notice had been given. By mutual consent in writing, a meeting may be held at any time or place without other or further notice, and any and all business may be transacted at such meeting. Attendance at a meeting by a Board member is a waiver of notice of that meeting unless the Board member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not be lawfully considered at such meeting, and provided that the Board member does not participate in the consideration of the item at such meeting. Failure of a Board member to receive a notice of a meeting will not invalidate an action taken by the Board at such meeting. 

6.6. Board Elections. Directors shall be elected or re-elected by the members casting votes at annual meetings. Any member can nominate a candidate to the slate of board nominees. All active members are eligible for nomination to the board.  Directors will be elected by a simple majority of the votes cast at the annual membership meeting.

6.7. Vacancies. Any vacancy on the Board of Directors arising other than by expiration of the term of office, shall be filled by a majority vote of the remaining directors; provided, however, that any director so elected must be an active member. The newly voted director serves the balance of the term vacated, and can run for re-election at its termination.

6.8. Conflict of Interest. A director shall as soon as practicable disclose their interest in any contract or proposed contract with MMC, and shall not vote on any question with respect to the contract or proposed contract. Directors shall not be remunerated for services performed on behalf of MMC. Directors may be reimbursed for reasonable expenses incurred on behalf of MMC upon the submission of requests for reimbursement with receipts. Directors shall sign the MMC conflict of interest policy each year.

ARTICLE VII

BOARD OF DIRECTORS; RESPONSIBILITIES & POWERS; REMOVAL OF DIRECTORS; COMMITTEES

7.1. Board Terms and Ongoing Board Member Qualifications. Members of the Board shall be elected for a term of three (3) years for no more than two (2) consecutive terms. Each candidate for the Board shall be an active member of the Cooperative and must sign the MMC conflict of interest policy prior to their name being placed on the ballot. Signing the conflict of interest policy at the beginning of each year of each Board member’s term shall be an ongoing qualification to serve on the Board.  Board terms shall begin 30 days following election.

7.2. Attendance by Directors. If a Director has two consecutive absences from a regular Board meeting without prior notice to the Board Chair or three absences without notice during any twelve month period, that Director’s seat may be declared vacant at the next regular Board meeting and the vacancy filled as provided in paragraph 7.3. A Director may apply for an extended absence, which the Board may in its discretion approve.

7.3. Removal of Directors. Any Director of the Cooperative may, for cause, at any annual or special meeting called for the purpose at which a quorum of the members of the cooperative are present, be removed from office by vote of the majority of the members present. No Director shall be removed from office at either an annual or special meeting unless he or she shall be informed of the meeting at which the matter is to be considered at least ten (10) days before such meeting. Such notice shall be by registered mail addressed to him or her at his or her last known address, and he or she shall be entitled to be heard at such meeting. Notwithstanding the forgoing, a Director may be removed for failure to attend the required number of Board meetings by the Board without notice. Vacancies shall be filled by election as provided in paragraph 6.7.

7.4. Standing Committees. The following Standing Committees are established, the members of which shall serve, at the pleasure of the Board of Directors, and the activities of which shall at all times be subject to the ultimate direction of the Board of Directors:

    7.4.1. Executive Committee. An Executive Committee comprised of the officers of the Board shall exercise the powers

    and authority of the Board of Directors in the immediate oversight and management of the business and affairs

    of the Corporation, to the full extent permitted, and except as may otherwise be provided, by provisions

    of law. Notwithstanding the preceding provisions of this Section 7.3.1, the authority of the Executive Committee shall

    at all times be subject to the ultimate direction of the Board of Directors and the Board may by majority vote at any

    time revoke or modify any or all of the Executive Committee’s authority.

    7.4.2. Nominating Committee. A Nominating Committee shall be appointed each year at least 4 months prior to the

    Annual Meeting of Members. Any active Member of the cooperative may apply to be considered for nomination to the

    Board. Applications must be received at least 120 days prior to the annual meeting. At least 50% of the Members

    of the Committee shall be non-Board members. All Committee members shall be active members in good standing. 

    Board members in the final year of a Board term who are not eligible to be renominated shall automatically be appointed

    to the committee. The Committee shall recruit one or more candidates to run for each position on the Board that is

    expiring and present a slate of candidates to the Board. Unless any candidate is disapproved by the Board as not meeting

    the qualifications to be a Board Member, the slate of candidates nominated by the Committee shall appear on the ballot

    for election to the Board of Directors at the annual Member meeting. The Committee shall educate potential candidate

    on the role and responsibility of a Board member.

    7.4.3. Finance and Audit Committee. The Finance and Audit Committee shall recommend to the entire Board an

    annual budget, monitor the financial condition of the corporation, and oversee or act upon other financial matters as may

    be assigned or authorized by the Board. The Finance and Audit Committee shall recommend to the Board a firm to perform

    an annual audit; review with the auditing firm the results of the annual audit, management letter, and other requested

    audit reports; and oversee or act upon other audit functions as may be assigned or authorized by the Board.

    7.4.4. Other Committees. The Board of Directors may establish other advisory committees from time to time, as the Board

    of Directors, in its discretion, deems in the best interests of the Corporation. At least 50% of the members of any

    such committee shall be appointed from the Board of Directors. 

    7.5. Powers and Duties. The Board of Directors shall direct and control MMC’s business and affairs in the interests of

    the members. The Board of Directors’ responsibilities shall include, but not be limited to:

        7.5.1. Establishing standard policies governing the conduct of MMC’s affairs;

        7.5.2. Establishing policies to guide management, employ management, determine the compensation of management,

        and evaluate the performance of management;

        7.5.3. Purchasing, selling or leasing real estate or other major assets;

        7.5.4. Entering into contracts on behalf of MMC and commitment of MMC’s resources to meet any contract obligations;

        7.5.5. Borrowing of funds and pledging MMC’s credit and assets to secure any loan made to MMC;

        7.5.6. Approving management’s annual budget;

        7.5.7. Establishing the amounts and terms of membership fees, and establishing additional qualifications for membership;

        7.5.8. Accepting or rejecting application for membership;

        7.5.9. Reviewing and terminating membership for cause;

        7.5.10. Electing the president, vice-president, secretary, treasurer and other officers as needed;

        7.5.11. During the final year of each Director’s term, it shall be the responsibility to serve on a Nominating Committee

        to recruit candidates to run for election to the Board;

        7.5.12. Requiring an annual review of MMC’s financial statements;

        7.5.13. Adopting significant and realistic plans for future development and growth, and reviewing and modifying them

        at regular intervals;

        7.5.14. Reviewing and making recommendations on any proposed changes in Articles or Bylaws; and

        7.5.15. Exercising such other powers and performing such other duties and/or responsibilities as may be allowed

        and/or required by state law.

ARTICLE VI – OFFICERS’ DUTIES

8.1. Corporate Officers. At a minimum, Main Market Co-op’s officers shall consist of one President, one or more Vice Presidents, one Secretary and one Treasurer.  Officers shall be selected by the Board of Directors no later than at the first regular meeting after the annual meeting. Terms of offices shall be for one year or until their successors are selected. Officers may be removed and replaced, with or without cause, at any time by the Board of Directors.

8.2. Duties of the President. The President shall preside at all meetings of the membership and the Board of Directors. In the absence of the President, the Vice President shall perform the duties of the President. The President oversees board affairs, and supports effective action of the board in governing and supporting MMC.

8.3. Duties of the Vice President. The Vice President shall act as President in the absence or disability of the President and perform such other duties as the Directors may, from time to time, designate.

8.4. Duties of the Secretary. The Secretary shall ensure the proper notification for membership and Board of Directors meetings, record meeting minutes, keep Articles of Incorporation, Bylaws, and correspondence. The Secretary may delegate the performance of all such duties to other competent persons in the service of MMC.

8.5. Duties of the Treasurer. The Treasurer shall give a monthly report to the Board of Directors and render an annual financial report to the membership. The Treasurer shall oversee the custody of MMC’s funds and property, the receipt and disbursement of its funds, and the complete and accurate recording of its financial transactions, and may delegate the performance of all such duties to other competent persons in the service of MMC. The Treasurer shall sign all year-end tax reports.

8.6. Other Officers and Agents. The Board may appoint as an employee of the Cooperative a Chief Executive Officer, who shall serve at the pleasure of a majority of the Board, and shall be responsible to and report directly to the Board. The Chief Executive Officer shall be responsible for the operations of the Cooperative, including the hiring and firing of personnel, purchasing and disposal of goods, supplies and equipment, financial planning and reporting, and the performance of such other duties as shall be specified by the Board.

ARTICLE IX - BYLAWS

9.1. Severability: In the event that any provision of these Bylaws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed modified to conform to such statute or rule of law without affecting the validity or enforceability of any other provision of these Bylaws.

9.2. Amendment of Bylaws: These Bylaws may be amended, altered or repealed by the affirmative vote of the Board of Directors at any regular or special meeting of the Board if a notice of the proposed alteration or amendment is contained in the notice of the meeting.

ARTICLE XX – INDEMNIFICATION

10.1. Indemnification. MMC shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law. MMC shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of MMC against any liability asserted against such person and incurred by such person in any such capacity arising out of any status as such, whether or not MMC would have the power to indemnify such person against such liability under the provisions of this Article or the Articles of Incorporation.