OUR BYLAWS


 

BYLAWS

OF

CROSS TIMBERS FOOD COOPERATIVE


ARTICLE 1 :OFFICES


SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located in Montague County, State of Texas.


SECTION 2. CHANGE OF ADDRESS

The designation of the state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:

____________________ Dated: ________, 20__

____________________ Dated: ________, 20__

____________________ Dated: ________, 20__


SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.


ARTICLE 2 : NONPROFIT PURPOSES


SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation shall be governed by its core values of social justice, environmental stewardship, and economic sustainability. The essential business of the cooperative is to provide a marketplace where our members who are willing buyers and sellers can meet and do business. The Cross Timbers Food Cooperative serves as the agent of the buyers and sellers and at no time does the cooperative have title to the products; products are at all times owned either by the buyer or the seller. This association shall be operated on a cooperative basis for the mutual benefit of its members as patrons and owners of the cooperative.

The purposes for which this cooperative association is organized are as follows:

1. To provide marketplaces that sell locally grown and/or locally processed foods and non-food items for the mutual benefit of its supplier and customer members:

      a) Acting as the agent of supplier members, the Cross Timbers Food Cooperative will publicize to its members the products that its supplier members have for sale, receive orders from customer members, provide a way for products to be delivered to other members of the cooperative, collect payment from the customers and forward the payments to the suppliers; and

      b) Acting as the agent for customer members, we will make available a catalog of available locally grown and locally processed food and non-food products that includes information about how and where the product was grown or processed. We receive their orders and notify the appropriate suppliers, arrange for the food to be delivered, receive and process their payments.

      1. To provide a basic screening of products and suppliers based on our published parameters, and education and training regarding the use and the advantages of local foods;

      2. To educate members, and the general public, regarding cooperative principles, the local food movement, its core values, and the practical implementation of these principles;

      3. To disburse annual gifts based on the cooperative's annual net earnings to a cooperative association or other non-profit enterprise as set forth in these bylaws;

      4. To acquire and receive by gift and/or purchase, funds and items to be held and used exclusively for the purposes for which this cooperative association is organized; and

      5. To have and exercise all rights and powers conferred on cooperative associations under the laws of Texas, or which may hereafter be conferred, to do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of the cooperative set forth in this article, unless otherwise expressly and voluntarily waived in these articles of incorporation or in the cooperative association's bylaws.

      6. Notwithstanding any of the above statements of purpose, this cooperative association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this cooperative association set forth in this article.


ARTICLE 3: MEMBERSHIP


SECTION 1: OWNERSHIP

The members are the only owners of this association.

 

SECTION 2: DEFINITION

Members of the cooperative are those persons or other legal entities that purchase a membership capital share in the cooperative. There are two classes of members: producers and customers. The two classes are equal in their rights and privileges and responsibilities of membership, but they differ in their voting rights for the two Vice Presidents of the Cooperative. A member may change their classification from customer to producer, or producer to customer, by notification to the Secretary of the Cooperative. All members of a shareholder's household share in the rights and privileges of membership, and may buy, sell, and hold office in the cooperative, but only one vote is exercised per membership in the Cooperative Assembly. Before each annual meeting, each household shall certify to the Secretary of the Cooperative the person who will exercise that household's vote at the annual meeting. For the purpose of these bylaws, "household" is defined as 1 or more persons residing at a common address or in the case of producers, 1 or more persons in a business enterprise. At the discretion of the board of directors, these definitions may be broadened to include institutions, retirement complexes, religious organizations, or other larger groups of people.

 

SECTION 3: QUALIFICATIONS

Membership in the cooperative is open to both customers and producers of locally grown food products or other locally produced products that are authorized by the Board of Directors. Any person shall be eligible to become a member of the cooperative, regardless of race, gender, religion, income, marital status, culture, or nationality. Groups shall be eligible for membership at the discretion of the board of directors.

 

SECTION 4: APPROVAL

The board of directors must approve all applications for membership. Between meetings the Board may accept members by unanimous consent.

 

SECTION 5: VOTING RIGHTS

The voting rights of the members of the cooperative shall be equal, except for the election of the Producer and Customer vice presidents, which elections have membership electorates limited by the appropriate declaration of the member, and no member shall have more than one vote upon each matter submitted to a vote at a meeting of the members.

 

SECTION 5: PROPERTY RIGHTS

The property rights and interests of each member in the fixed assets of the association shall be equal and are determined based on the ownership of each member of one share of the cooperative. The property rights and interest of each member in the membership patronage surplus of the cooperative, if any, shall be determined and fixed on a patronage basis, and the surplus from the member patronage business of the association shall be allocated to member-patrons in the proportion that the patronage of each member bears to the total patronage of all the members of the association. The property rights and interest of each member in the nonmember surplus of the cooperative, if any, are equal.

 

SECTION 6: AGREEMENTS

When joining the Cross Timbers Food Cooperative, applicants agree to adhere to the Articles and Bylaws of the cooperative. Members may be expelled for cause from the cooperative by a 2/3rds vote of the Board of Directors, acting upon the recommendation of the Discipline Committee, which shall make such recommendations based on a 2/3rds vote of its members. Expulsions may be appealed to the Cooperative Assembly. Members who are expelled shall receive the actual or par value of their membership share, whichever is greater. Cause for expulsion can include illegal activity, fraudulent affidavits regarding the origin or production practices of products sold through the cooperative, and prolonged and egregious inability or unwillingness to follow cooperative standard operating procedures.


ARTICLE 4 : MEMBERSHIP SHARES


SECTION 1: SHARES ISSUED

The Board of Directors is authorized to issue as many shares of stock as is necessary to provide each person who desires to become a member with one (1) share of stock upon their payment of its actual value or par value, whichever is greater. There is only one class of stock, and the Cooperative shall not issue any other classes of stock. The par value of each membership share is $50. Membership share stock may be authorized at any board meeting and the number of shares issued is always based on the applications for membership received at that meeting. The initial number of shares to be issued is 250.


SECTION 2: SHARE VALUE

The actual value price of a membership share is determined by dividing the value of the cooperative as determined by the board of directors by the number of members. The board may take all relevant factors into consideration in determining this value, including annual revenues of the cooperative, the transportation and communications links and routes developed by the cooperative, goodwill and name recognition, cash on hand and the value of the fixed assets of the cooperative, provided however that the share price may never be less than the value of the fixed assets of the cooperative plus capital cash on hand, divided by the number of members. The purpose of this section is to ensure that all of the value of the cooperative is owned equally by the members, and that the value of a share reflects the member's ownership in the cooperative, thus dividing the ownership of the cooperative equitably among all its customer and producer members.

 

SECTION 3: SHARE LIMITATIONS

No person, persons, or other legal entity may own or vote more than one membership share in the cooperative; however, any person may give money to the cooperative to pay for shares of stock for low income persons who desire to be cooperative members but who do not have sufficient funds to pay for the membership. Shares may not be transferred directly from members to non-members or between members.

 

No certificate of membership stock can or shall be assigned, either voluntarily or involuntarily, or by operation of law, nor can any membership or membership rights, voting or property rights of a member in the Cooperative be assigned, transferred, alienated, or encumbered in any manner or by any means whatsoever. Any purported or attempted assignment, transfer, alienation, or encumbrance of either the certificate of membership stock, or of the membership, or membership and property rights, shall be null and void and confer no rights upon the purported assignee, transferee or claimant. Provided, nothing herein shall prevent the donation of the share to the co-op by a resigning member, nor shall it prevent making donations or applying for grants to pay for the share for a person of poverty, nor shall it prevent the transfer for repurchase, of the member's share, back to the co-op.

 

SECTION 4: RESIGNATION

If a member desires to leave the cooperative, or is expelled, the cooperative shall buy back that membership share at the actual value within 90 days of receiving a written request or expelling a member. It shall then cancel that share on its books. The member may elect to donate his or her share to the cooperative, in which case the value of the share shall be paid to the fund that finances membership stock purchases for low-income people.

 

SECTION 4: CREDIT

The Board may extend credit to nonmembers to enable them to purchase a membership share on an installment payment plan, under terms approved by the Board of Directors. Pending full payment of the membership share a member may not vote or hold office in the cooperative but they may exercise member privileges and rights as a customer and producer patron of the cooperative's marketplaces.

 

 

ARTICLE 5 : CORPORATE ASSEMBLY


SECTION 1: GOVERNING BODY

The supreme governing body of the cooperative is the Cooperative Assembly, which is the annual or special meeting of the members. The Cooperative Assembly shall meet at least once each year to elect members of the Board of Directors and Officers of the Cooperative, approve or reject proposed changes to these Articles of Incorporation, consent to or repeal any action of the Board of Directors submitted to their vote, and conduct other such business as comes before the cooperative.

 

SECTION 2: REGULAR MEETINGS

In accordance with law, notice of the time and place of holding each annual meeting shall be published not less than two (2) weeks previous thereto in the newspaper printed nearest to the place where the principal office or place of business of the corporation is located. A quorum shall consist of at least ten percent (10%) in number of all the stockholders or subscribers for stock who are entitled to vote. Notice shall also be posted at the cooperative's website and mailed to all members.

 

SECTION 3: SPECIAL MEETINGS

Special meetings of the members may be called at any time by the Board of Directors of the Cooperative or by a petition calling for a membership meeting and specifying the agenda, signed by 5% of the membership of the cooperative or 250 members, whichever is less. If such a petition is submitted, the Secretary of the Cooperative must schedule a membership meeting within 30 days of its receipt by the Secretary. Written notice of every regular and special meeting of members shall be prepared and mailed to the last known post office address of each member, and posted on prominent signs at all association locations, not less than 10 (ten) days before such meeting. Such notice shall state the nature of the business expected to be conducted and the time and place of the meeting. No business shall be transacted at any special meeting other than that referred to in the notice. In all consideration of decisions to amend the articles or bylaws, as the case may be, the members shall be informed of such consideration at least twenty five (25) days in advance through a mailing to all the cooperative members and a prominent notice at all cooperative locations.

ARTICLE 6 : BOARD OF DIRECTORS


SECTION 1. NUMBER

The members of the Board of Directors of the Cooperative are:
A. the officers of the cooperative including the CIO,
B. one representative of the employees of the Cooperative (if the cooperative has employees), who is elected by the employees and
C. five or six members elected at large by the membership (five or six in order to make the membership of the board an odd number).
D. If the cooperative hires a general manager, he or she shall also be a member of the Board of Directors.

SECTION 2. QUALIFICATIONS

Directors shall be of the age of majority in this state and must be a member of the Cross Timbers Food Cooperative.


SECTION 3. DUTIES

The Board shall :

A. be in charge of the general operations of the cooperative, prform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

B. determine the need for cooperative management and make appropriate arrangements for management employees or volunteers, to be appointed by the President or General Manager;

C. authorize the employment of such other employees, agents, experts, and counsel as it from time to time deems necessary or advisable in the interest of the association;

D. supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

E. meet at such times and places as required by these Bylaws;

F. register their addresses with the Secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof;

G. vote on the purchase and sale of property.

H. have installed an accounting system which shall be adequate to meet the requirements of the business;

I. and require proper records to be kept of all business transactions.


SECTION 4. POWERS

The Board of Directors is authorized to borrow money and apply for grants, and have other rights and privileges as provided by law, these articles, the cooperative's Bylaws, or the vote of the members. The powers and authorities of this cooperative may be exercised by the board of directors of the cooperative, subject to the laws of the State of Texas, to these articles, and to any provisions of the bylaws. The Board of Directors may not obligate the Cooperative for a debt larger than the value of the stock of the Cooperative.


SECTION 5. TERM OF OFFICE

Board members shall serve for 3 years and may succeed themselves in office.

SECTION 6. COMPENSATION

They may receive compensation for their expenses in attending meetings, to be determined by the Board, which may include mileage, accommodations, and meals, but they shall not receive a salary from the cooperative. All officers and board members must be members of the cooperative.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.


SECTION 8. REGULAR MEETINGS

Regular meetings of the board of directors shall be held at least quarterly, and at such other times and at such places in the state of Texas, as the board may determine. The Board of Directors may conduct business by unanimous consents in lieu of meeting, if the consent clearly states the matter decided and is signed by all of the directors of the association who would be eligible to attend and vote at a regular meeting of the board.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Only the business specified in the written notice shall be transacted at a special meeting. Each call for a special meeting shall be in writing, shall be signed by the person or persons calling the meeting, shall be addressed and delivered to the secretary, and shall state the time and place of such meeting. Oral or written notice of each meeting of the board of directors shall be given each director by, or under the supervision of, the secretary of the Cooperative not less than seventy-two (72) hours prior to the time of meeting. But such notice may be waived by all the directors, and their appearance at a meeting shall constitute a waiver of notice. A majority of the board of directors shall constitute a quorum at any meeting of the board.


SECTION 10. FIRST BOARD ELECTION

At the first meeting of the stockholders, there shall be elected the five at-large directors, one of whom shall serve one (1) year, two of whom shall serve two (2) years, and the remaining two of whom shall serve three (3) years. As the term of office of each of these directors expires a successor shall be elected, who shall serve for three (3) years, unless sooner removed, or until his successor is elected and qualified.


SECTION 11. QUORUM FOR MEETINGS

A quorum shall consist of ___ of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.


SECTION 12. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.


SECTION 13. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the the President of the corporation or, in his or her absence, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. The Board may, by a 2/3rds majority vote, refer decisions to the membership meeting, or a petition signed by 5% of the membership may refer such actions. A membership meeting must be held within 30 days of the Board's vote or the submitting of a valid referendum petition.


SECTION 14. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.


Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.


SECTION 15. NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.


SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.


SECTION 17. INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.


ARTICLE 7 :OFFICERS


SECTION 1. DESIGNATION OF OFFICERS

The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.


SECTION 2. QUALIFICATIONS

Officers shall be of the age of majority in this state and must be a member of the Cross Timbers Food Cooperative.


SECTION 3. ELECTION AND TERM OF OFFICE

Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office shall serve for 3 years. They may succeed themselves in office


SECTION 4. REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.


SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.


SECTION 6. DUTIES OF PRESIDENT

The President shall preside over all meetings of the association and of the board of directors and call special meetings of the board of directors. The President shall appoint such additional committees for special or regular purposes as the board of directors may deem advisable for the proper conduct of the cooperative. The President is responsible for appointing and removing management as provided for by the Board of Directors, provided however that if the Cooperative hires a General Manager, said appointment shall be by the Board of Directors and at that time the General Manager shall be responsible for supervising, appointing, and removing if necessary the other management employees and volunteers of the cooperative. The President shall serve as chair of the Cooperative Administration and Operations Committee, and perform all acts and duties usually performed by a presiding officer and in the absence of a General Manager employed by the cooperative, the duties of a General Manager. In the event of the absence or disability of the President, his or her duties shall be exercised by the Vice President for Producers or the Vice President for Customers, in rotation.


SECTION 7. DUTIES OF VICE PRESIDENT FOR PRODUCERS

The Vice President for Producers shall affirmatively represent the views and needs of the producer members of the cooperative, and rotate with the vice President for Customers in fulfilling the duties of the President in the event of his or her absence or disability. If the cooperative does not have a General Manager, the Vice President for Producers shall assist the President in the general management of the cooperative.

 

SECTION 8. DUTIES OF VICE PRESIDENT FOR CONSUMERS

The Vice President for Customers shall affirmatively represent the views and needs of the Customer members of the cooperative, and rotate with the vice President for Producers in fulfilling the duties of the President in the event of his or her absence or disability. If the cooperative does not have a General Manager, the Vice President for Customers shall assist the President in the general management of the cooperative.

 

SECTION 9: DUTIES OF SECRETARY

The secretary shall keep a complete record of all meetings of the association and of the board of directors and shall have general charge and supervision of the books and records of the association. The secretary shall sign papers pertaining to the association as authorized or directed by the board of directors. The secretary shall serve all notices required by law and by the articles of incorporation and the bylaws and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. There shall be a corporate seal, and the secretary shall have custody of it. The secretary shall keep all books of blank membership stock certificates, complete and countersign all membership stock certificates issued; shall keep complete membership certificate ownership records; shall make all reports required by law; and shall perform such other duties as may be required by the association or the board of directors. Upon the election of a successor, the secretary shall turn over all books and other property belonging to the association.


SECTION 10. DUTIES OF TREASURER

The Treasurer shall be responsible for the keeping and disbursing of all monies of the association, and shall keep accurate books of accounts of all transactions of the association. The treasurer shall perform such duties with respect to the finances of the association as may be prescribed by the board of directors and shall exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request thereof. The Treasurer shall render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. At the expiration of his or her term of office, the treasurer shall promptly turn over to the successor all monies, property, books, records, and documents pertaining to his office or belonging to the association. The Treasurer shall Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports, and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws.


SECTION 11. DUTIES OF CHIEF INFORMATION OFFICER

The CIO shall be responsible for the development and operation of the cooperative's computer systems. Because of the nature of this office, the CIO shall be appointed by the Board of Directors.

 

SECTION 12: FIRST OFFICERS

The first officers of the Cross Timbers Food Cooperative shall be the officers of the Cross Timbers Food Cooperative Organizing Committee, they shall serve until the first meeting of the Cooperative Assembly at which time the cooperative president, vice presidents for customers and producers, secretary, and treasurer shall be elected.


SECTION 13. COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.


ARTICLE 8 : COMMITTEES


SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of ___ board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.


SECTION 2. STANDING COMMITTEES

The following are the standing committees of the cooperative. Their activities are governed by the provisions of the cooperative's bylaws and/or action of the Board of Directors: Finance, Audit, Producer Standards & Compliance, Cooperative Administration & Operations, Discipline & Arbitration, Education & Core Values, Membership, Elections, and Marketing & Promotions.
A. The Finance Committee shall arrange for the cooperative's financial accounting systems, procedures, and work.
B. Audit Committee shall audit the financial records and board actions of the Cooperative.
C. Producer Standards & Compliance ensures that products sold in the cooperative's marketplaces are licit for sale under our procedures.
D. The Cooperative Administration & Operations committee is responsible for the work involved with operating the cooperative's marketplaces and computersystems.
E. The Discipline & Arbitration committee considers membership expulsions or sanctions and arranges for arbitration in the event of disagreement between members of the cooperative.
F. The Core Values & Education committee provides education to members regarding the cooperative's core values and their practical implementation, as well as the principles of the international cooperative movement.
G. The Marketing & Promotions committee  works closely with Membership committee and the Cooperative Administration & Operations committee to issue press releases and serve as media liaison to advance the mission cooperative, and with other groups with similar missions.

SECTION 3. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.


SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.


ARTICLE 9 :EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS


SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.


SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.


SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.


SECTION 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.


ARTICLE 10 : CORPORATE RECORDS, REPORTS AND SEAL


SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office:

a) Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;


b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;


d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

         

SECTION 2. CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.


SECTION 3. DIRECTORS' INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.


SECTION 4. MEMBERS' INSPECTION RIGHTS

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

b) To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.

c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.

         

Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.


SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.


SECTION 6. PERIODIC REPORT

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.


ARTICLE 11 : IRC TAX EXEMPTION PROVISIONS


SECTION 1. LIMITATIONS ON ACTIVITIES

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.


Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.


SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.


SECTION 3. DISTRIBUTION OF ASSETS

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.


SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.


ARTICLE 12 :AMENDMENT OF BYLAWS


Subject to the power of the members of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.


ARTICLE 13 :CONSTRUCTION AND TERMS


If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.


All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of this corporation filed with an office of this state and used to establish the legal existence of this corporation.


All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.



ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of __ preceding pages, as the Bylaws of this corporation.

Dated: __________

__________________

__________________

__________________

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