Littleton Community Farm, Inc.
LITTLETON COMMUNITY FARM, INC.
Section 1.1 Name. The name of this corporation is Littleton Community Farm, Inc., and shall herein be referred to as the “Corporation” or “LCF”.
Section 1.2 Offices. The principal business office of the Corporation shall be at 32 Foster Street, Littleton, MA 01460.
Section 1.3 Fiscal Year. The fiscal year of the Corporation shall begin on February 1st and end on the following January 31st of each year.
Section 1.4 Power Vested in Board of Directors. The Corporation shall have no voting members. All powers of the corporation shall be held by the Board of Directors.
Section 1.5 Roberts Rules Robert’s Rules of Order shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
Statement of Purposes
The Corporation is organized for charitable, educational, environmental, and historical purposes, including, without limitation, to preserve open space, natural habitats, passive recreation, and farmland for the use and education of the general public, and to protect, conserve, and support the historically and culturally important rural character and agriculture of Littleton Community Farm. The Corporation may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes which may lawfully be carried on by a
Corporation formed under Chapter 180 of the General Laws of Massachusetts and which are not inconsistent with the Corporation’s qualification as an organization described in Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code.
Board of Directors
Section 3.1 Authority and Obligation. The business and affairs of the Corporation shall be controlled and governed by the Board of Directors, which shall have the right to exercise all powers of the Corporation as permitted by law.
The Board of Directors, as fiduciaries, are directed to uphold the following three tenets:
1) Care: To be a prudent Board member;
2) Obedience: To act in accordance with the missions, goals, vision and bylaws; and,
3) Loyalty: To place the corporation’s welfare above the interest of others when making decisions.
Section 3.2 Composition. The Board of Directors shall consist of a maximum of twelve people.
Section 3.3 Terms of Office. All persons named to the Board will commit to an initial term of service. All officer positions can serve up to two (2) three-year terms, with the option of additional terms which can include a one-year hiatus at the discretion of the board. All member positions can serve up to two (2) three-year terms, with the option of a one-year hiatus at the discretion of the board.
The number of Directors and the manner by which new Directors are nominated and appointed shall be determined by the Directors.
Section 3.4 Meetings. The Board of Directors will meet at a minimum of four times a year. One of these four meetings will be the Annual General Meeting to occur toward the end of the fiscal year at the convenience of the Board of Directors. During the Annual General Meeting proposals to amend the Bylaws may be made and voted upon, elections for both open and vacant positions on the Board of Directors will occur, and Board of Directors will have the opportunity to vote to increase its numbers.
The Board of Directors shall select the time and place for the other three annual meetings and any other meetings of the Board of Directors. Other meetings of the Board of Directors may be called by any Board member by delivering notice of the date, time, place, and purpose of such meeting, to all Directors at least five (5) days in advance of such meeting. In the event that the president deems that an emergency situation warrants an immediate meeting, he or she may call that meeting with a 24 hour notice to all Board members.
Section 3.5 Quorum and Voting. A simple majority of the Board of Directors serving shall constitute a quorum at the annual meeting and at any regular or special meeting of the Board. A majority of those Board of Directors present shall have power to act in all matters. No vote shall be called outside of a Board meeting unless every board member is duly notified and given a chance to vote.
Section 3.6 Meetings by Remote Communication. One or more Directors may attend any annual, regular, special, or committee meeting of the Board through telephonic, electronic, or other means of communication by which all Directors have the ability to fully and equally participate in all discussions and voting on a substantially simultaneous basis. Such participation shall constitute presence in person at such meeting.
Section 3.7 Action Without a Meeting. Action may be taken by the Board of Directors without a meeting under the following circumstances: Actions may be set forth by e-mail if all Board members have been contacted prior to a vote being called, and are aware of the impending action. Should any member not respond in a way that indicates his or her awareness, the Board is not authorized to move forward with a vote outside of a meeting. Vote by e-mail will be considered legitimate and binding, except in the case of actions related to the hiring or firing of employees, disciplinary action surrounding an employee or Board member, matters of legal action enacted by or against the Corporation, or matters concerning the allocation of funds more than $1,000.00 beyond those allocated in regular sessions of Board of Director meetings, or otherwise
already under the discretion of the Treasurer or President, as set forth by prior action. No action shall be taken by text or through messaging services on social media.
Section 3.8 Committees. The Board of Directors may create such standing and special committees as it determines to be in the best interest of the Corporation. The Board of Directors shall determine the duties, powers, and composition of such committees, except that the Board shall not delegate to such committees those powers which by law may not be delegated. Each such committee shall submit to the Board of Directors at such meetings as the Board may designate, a report of the actions and recommendations of such committees for consideration and approval by the Board of Directors. Any committee may be terminated at any time by the Board of Directors.
Section 3.9 Advisory Committee. In recognition of the vast amount of expertise, skill, and knowledge within the LCF community, the Board of Directors may wish to establish an advisory committee. Any such advisory committee shall provide advice and guidance based on such committee’s professional experience in order to assist the Board. Advisers bear no legal responsibility to the Corporation and their names may be listed on organization letterhead at the discretion of the individual members of the Advisory Committee.
Section 3.10 Compensation. Directors as such shall not receive any salaries for their services on the Board, but Directors shall not be precluded from serving the Corporation in any other capacity and receiving reasonable compensation.
Section 3.11 Resignation. Any director may resign by delivering a written resignation to the Corporation at its principal office or to the president or clerk. Any Officer or Director can resign at any time. To the extent possible all officers and Directors are encouraged to provide three (3) months notice before resignation. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.
Section 4.1 Officers. The officers of the Corporation are the president, the treasurer, and the clerk of the Board of Directors. This comports with the filing of the Articles of Organization as required by Massachusetts’s Secretary of State. Other officers may be elected in accordance with the provisions of this Article.
Section 4.2 Election. The officers of the Corporation shall be elected upon the conclusion of their term. Each officer shall hold office until a successor shall have been elected and qualified.
Section 4.3 Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 4.4 Removal. Any officer may be removed, with or without assignment of cause, by a vote of a majority of the entire Board of Directors at any meeting of the Board of Directors. No officer shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose and opportunity to be heard at such meeting is given to the officer whose removal is sought. Notwithstanding the notice provision of Section 3.4 above, written notice shall be delivered to all Directors at least seven (7) days in advance of a meeting at which removal is sought.
Section 4.5 President. The president shall preside at all meetings of the Board of Directors. The president, or other proper officer or agent of the Corporation authorized by the Board of Directors, may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed. The president shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.6 Treasurer. The treasurer, or other proper officer or agent of the Corporation authorized by the Board of Directors, shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipt for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all of the duties incident to the office of treasurer and such others as may from time to time be assigned by the Board of Directors.
Section 4.7 Clerk. The clerk shall keep the minutes of the meetings of the Board of Directors in one or more formats; ensure that all notices are given in accordance with the provisions of these bylaws; be custodian of the corporate records; and in general perform all such duties as may from time to time be assigned by the Board of Directors.
Section 5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these bylaws, 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 by specific instances.
Section 5.2 Indebtedness. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by the president or treasurer, or such other officer or agent of the Corporation as from time to time may be determined by the Board of Directors. In the absence of such determination of the Board, such instruments shall be signed by the president or treasurer of the corporation.
Section 5.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, brokerages, or other depositories as the Board of Directors shall select.
Section 5.4 Contributions. The Board of Directors or any authorized officer or agent may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
Books and Records
Section 6.1 Keeping of the Books and Records: The Treasurer shall keep correct and complete books and records of account; the clerk shall keep minutes of the proceedings of the Board of Directors as well as a register of the names, addresses and internet contact data of the Directors of the Corporation. All books, and records of the Corporation may be inspected by any director, or agent or attorney thereof, for any proper purpose at any reasonable time.
Restrictions on Activities
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its Directors, 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 the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall neither participate nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these bylaws, neither the Corporation nor any director, officer, employee, agent, or any other representative of the Corporation shall carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation to the extent assets of the Corporation permit, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation, as the Board of Directors shall determine, in such manner as required by section 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with the statutes of the Commonwealth of Massachusetts.
Conflicts of Interest
Whenever a director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
No officer or director of the Corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (1) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law or (2) for any transaction from which the officer or director derived an improper personal benefit.
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
This Article constitutes a contract between the Corporation and the indemnified officers, Directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Amendments to Bylaws
These bylaws may be amended or repealed by a majority vote of the entire Board of Directors.
(End of Bylaws)