B Y L A W S
FOODS RESOURCE BANK
A Virginia Nonstock Corporation
Revised April 21, 2016
Effective April 1, 2014
Founded in 1999 as “A Christian Response to World Hunger”, Foods Resource Bank (sometimes referred to in these Bylaws as “FRB” or the “corporation”) holds, at its root, a commitment to encourage individuals from many backgrounds to put faith into action by building relationships that support small scale agriculture development and food security.
Section 1. Charitable Purpose under Section 501(c)(3). FRB is organized and shall be operated exclusively for religious, charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the United States Internal Revenue Code of 1986 (hereinafter “Code”). As provided in the Articles of Incorporation, the corporation shall not have the power to carry on any activities which would cause it to fail to qualify, or to fail to continue to qualify, as (i) an organization exempt from federal income tax under section 501(c)(3) of the Code (or the corresponding section of any future federal tax code), or (ii) an organization to which contributions are deductible under sections 170, 2055, and 2522 of the Code (or the corresponding sections of any future federal tax code).
Section 2. Specific Charitable Activities and Goals. In furtherance and not in limitation of the purposes stated in Section 1 above and in the Articles of Incorporation:
(a) Foods Resource Bank is a non-government, humanitarian organization working to engage communities around the world to grow lasting solutions to hunger. Its main work focuses on engaging communities around the world to raise funding and awareness to support international agriculture and capacity building-programs in developing countries through a network of organizations, community groups and community leader-innovators. The work includes integrated developmental activities that enhance production and/or access to food.
(b) FRB’s response is made in situations where events, either natural or human-made, have caused significant numbers of people to be placed at risk of hunger, malnutrition, starvation or an inadequate supply of food to sustain normal life patterns. FRB assistance is offered without regard to race, gender, belief, nationality, ethnic origin or political persuasion.
(c) FRB assistance will be sensitive to the impact of programming on local agriculture and grass roots capacity, as well as ethical and future implications. FRB assistance will be committed to programs that do not overwhelm local capacity or undermine local markets.
(d) FRB recognizes that peace, reconciliation, and advocacy are integral components of any program that responds to world hunger.
Section 1. Membership. Membership in FRB is open to all groups and organizations who are committed to food security and who support the mission and purpose of FRB and are willing to perform the strategic work of FRB, as described in Section 2, below. A group or organization which is eligible for membership and which wishes to become a member must submit a completed application form, containing such information as the Board of Directors may approve, and pay such annual membership dues (if any) and perform such other acts and meet such other requirements as are established by the Board of Directors. Failure to meet requirements for membership can be grounds for the Board of Directors to terminate a group or organization’s membership.
All Members shall constitute a single class and shall have the same rights, responsibilities and privileges. Memberships are not transferable.
Members may include the following groups and organizations:
Growing Projects, which are groups of individual farmers, churches, business people, lay leaders, pastors, businesses, service organizations, schools, etc. who organize themselves to raise money and awareness to support, through FRB, small farmers in their efforts to grow their own food.
Implementing Organizations, as described in Article III, below.
Overseas Partners and Communities, which are local organizations, community groups or community councils that implement and lead the small scale agricultural development programs which FRB supports.
Other Organizations, businesses and groups that share FRB’s values and are interested in supporting small scale farmers in ways that can improve their lives.
Member records will include information as required by the FRB board of directors and shall be housed in FRB’s database. Member renewal will be required every two years to ensure data integrity and member commitment to the values, vision and mission of FRB. To renew a membership, members must complete such forms and submit such information as the Board of Directors may require, and the Board may exercise its discretion in determining whether or not to renew a membership.
Section 2. Role of Members. The members’ purpose and mission is to do the strategic work of FRB, which includes: building a vibrant and transformative network; providing programmatic guidance and best practices around food security; funding FRB’s work and assisting with fund raising activities; and assuring an effective Board of Directors.
Section 3. Voting. Members shall have the right to vote to elect directors to serve on the Board of Directors and shall also vote on any other matters approved by the Board of Directors for a member vote.
All votes by a member shall be cast by such member’s member representative. A member may designate more than one member representative, but only one member representative shall have the authority to vote for the member. In the event, a member, has designated more than one member representative, the member shall designate one person to serve as the member representative with power to vote for it. The member shall give written notice to the corporation of the name of its member representative(s), and if there is more than one, it shall specify which one is authorized to vote for it.
If authorized by the Board of Directors, any member vote to be taken by written ballot may be satisfied by a ballot submitted by electronic transmission (as defined in Article II, Section 8, below), provided that such electronic transmission shall either set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member’s proxy.
All decisions (except the election of directors and matters approved by the Board for a member vote) shall be voted upon and approved by the Board of Directors.
Section 4. Director Meetings. The member representative(s) appointed by each member may attend director meetings or other events where the Board has invited members to attend. A member representative represents the member who appointed him or her and he or she may communicate with the Board on behalf of the member and represent the member.
Section 5. Annual Meeting. There shall be an annual meeting of the members for the purpose of electing directors, hearing updates about the corporation, networking with other members, implementing organizations, staff and friends of the corporation, learning from one another and engaging in discussions and activities which will expand the reach and impact of FRB’s transformative network. The Board of Directors shall determine the date, time and location of the members’ annual meeting.
Section 6. Special Meeting. There may be special meetings of the members that may be called by the chairperson of the Board of Directors, the President, the Board of Directors or by members having one-twentieth of the votes entitled to be cast at such meeting. At such meeting, the members shall only vote on such matters for which they have a right to vote, as described in Article II, Section 3, above.
Section 7. Staff Participation in Meetings of Members. Staff participation in the annual meeting of the members shall be at the discretion of the President or at the explicit request of the Chairperson.
Section 8. Notice of Meeting.
(a) The Board of Directors shall set a record date for determining which members are entitled to notice of a meeting and to vote at the meeting. After fixing the record date for a meeting, the corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the members’ meeting and have this available for inspection as required by the Virginia Nonstock Corporation Act.
The corporation shall give members written notice of the date, time and place of each annual meeting and any special meeting of the members no less than thirty (30) days and not more than 60 days before the date of the meeting. All notices shall be given, either in person or by first class mail or by electronic transmission in a form consented to by the member. Included with the notice of the meeting shall be information about each of the candidates for the Board of Directors who are proposed for election by the members.
(b) The term “electronic transmission” shall be defined according to the Virginia Nonstock Corporation Act, as the same presently exists or is hereafter amended, which presently defines “electronic transmission” to mean any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.
A notice given by a form of electronic transmission shall be given as far in advance as would be required if the notice was delivered as specified in subsection (a) above. Any such consent of a member to receive notice by electronic transmission shall be revocable by the member by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (ii) such inability becomes known to the secretary or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
A notice given by electronic transmission shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the member has consented to receive notice; (ii) if by electronic mail, when directed to the record address of the member or to such other electronic mail address at which the member has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the member of such specific posting when such notice is directed to an address at which the member has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (iv) if by any other form of electronic transmission when consented to by the member. An affidavit of the Vice Chairperson, or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
The corporation may select those forms of electronic transmission that it wishes to utilize and the member is limited to receiving notice only through those forms of electronic transmission. A member may not require that the corporation use a form of electronic transmission that the corporation’s Board of Directors has not elected to use.
(c) If an annual meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for the adjourned meeting is or shall be fixed, them the notice of the adjourned meeting shall be given under this section to persons who are members as of the record date.
Section 9. Conduct of Meeting. Meetings of members may be held at such location as is approved by the Board of Directors. At each meeting of members, a chairperson shall preside. The chairperson shall be the Chairperson of the corporation unless the Board of Directors designates another person to serve as chairperson.
Section 10. Participation in Meetings. Each Member shall designate one representative who is authorized to speak on behalf of the member and vote for the member at a meeting of members. A notice designating the member representative shall be sent by each member to the Secretary or President of the corporation.
Members may participate in any meeting of members by means of remote communication if this is approved by the Board of Directors and shall be subject to such guidelines and procedures as the Board of Directors adopts. Members participating in a members’ meeting by means of remote communication shall be deemed present at the meeting and may vote at such meeting if FRB has adopted reasonable measures to:
A. verify that each person participating is a member or is authorized to act on behalf of a member, and
B. provide such members a reasonable opportunity to participate in the meeting and to vote on the matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.
Section 11. Resignation or Termination of a Member. A member may resign from the corporation by providing written notice of resignation to the Chairperson or Vice Chairperson of the corporation, signed by an authorized representative of the member.
The membership of any member may be terminated by a 2/3 vote of all directors, provided that notice of the proposed termination is given to all directors in the notice of the meeting and notice is also given to the member whose membership is proposed to be terminated.
Section 1. Basic Qualifications for Implementing Organizations Implementing Organizations (“IO”) of the corporation shall consist of organizations or partnerships of organizations working in developing countries to address food insecurity through support of local organizations and community groups which assist people in growing their own food. IOs will have capacity or will partner with others to bring needed capacity, groups and individuals with the demonstrated ability and desire to provide and grow interconnected networks to extend FRB’s transformative reach. Further, IOs shall be members of FRB and thus shall align with and support FRB’s core values.
Organizations may apply for Implementing Organization status to be considered for approval during regular Board of Director meetings.
Section 2. Requirements for Implementing Organization Approval. The initial implementing organizations of FRB are those organizations who meet the requirements set forth in these Bylaws to be implementing organizations and are members on the date these Bylaws were approved, as listed in the records of FRB. Additional organizations may be admitted as implementing organizations if they apply for membership by submitting:
(a) an application submitted to the Food Security (Programming) Committee. Application guidelines shall be updated regularly and considered for approval by the corporation’s Board of Directors.
(b) proof that they are tax exempt under Section 501(c)(3) of the Code.
(i) for those applicants that are churches, integrated auxiliaries of churches and conventions or associations of churches who have not submitted an application for tax exemption with the IRS, such organization shall prepare and deliver a letter to the corporation stating that it qualifies as a church, integrated auxiliary of a church, or as a convention or association of churches and that it is tax exempt under Section 501(c)(3) of the Code because it qualifies under Section 508(c)(1) of the Code, and that the organization did not submit an application for tax exemption to the IRS and the IRS has made no written determination that the organization is entitled to a tax exemption under Section 501(c)(3) of the Code.
(ii) for all other applicants: a copy of the determination letter from the IRS stating that the applicant is exempt from tax under Section 501(c)(3) of the Code; a letter from the Chairperson of the organization stating that to the best of his knowledge the applicant’s tax exempt status has not been revoked or challenged; a copy of the applicant’s most recent Form 990 filed with the IRS and its most recent annual report filed with the State of its incorporation.
(c) recommendations from two existing members
Organizations are approved for IO status by receiving the affirmative vote of two-thirds of the directors on the Board of Directors.
An organization that is admitted as an implementing organization shall, during the term of its IO status: (i) annually submit to the Corporation copies of its most recent filed Form 990 (if it is required to file this]; its most recent financial statements for its just completed fiscal year; and such additional documents, reports, forms and information as the Board of Directors may require IOs to submit to the corporation. An IO’s Form 990 and financial statements shall be submitted within six (6) months following the end of the IO’s fiscal year. An IO shall also promptly notify the corporation if it loses its 501(c)(3) tax exemption or if this tax exemption is challenged or threatened with revocation.
Section 3. Membership. An IO shall be a member in the corporation as described in Article II above.
Some organizations that implement small scale agricultural programming may wish to participate with FRB for networking possibilities and shared learning without ever becoming an official FRB Implementing Organization. These organizations may wish to apply to become a Friend or Partner pursuant to Article IX below. FRB’s history of working with a variety of implementers and local partners has shown that collaborative learning works and thus FRB encourages this sort of relationship.
Section 4. Right to Vote. Implementing Organizations shall have the right to vote as members of the corporation. IOs may vote on other matters deemed appropriate by the Board of Directors.
Section 5. Implementing Organization File. A file shall be maintained for each IO, and shall include the materials submitted pursuant to Section 2 above in support of the organization becoming an IO and all documents, information, financial statements and Forms 990 submitted to the corporation by the organization after becoming an IO.
Section 6. Implementing Organization Account. FRB shall establish a financial account for each IO from which to fund sustainable food security programs.
Section 7. Resignation and Removal of an IO. An IO may remove itself from IO status by providing written notice. An IO may be terminated as an implementing organization by a vote of two-thirds of the Board of Directors present at a meeting of the Board, provided notice of the proposed removal has been given in the notice of the meeting.
All procedures regarding membership (See Article 2, Section 11) may be retained. Procedures for removal from membership may be read in Article 2, Section 11.
BOARD OF DIRECTORS
Section 1. Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business of the corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in its Articles of Incorporation or these Bylaws.
Section 2. Standards of Conduct for Directors. A director shall discharge his/her duties as a director, including his/her duties as a member of a committee, in accordance with his/her good faith judgment of the best interests of the corporation.
Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented.
(b) Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person’s professional or expert competence;
(c) A committee of the Board of Directors of which he/she is not a member if the director believes, in good faith that the committee merits confidence.
Section 3. Duties; Basic Powers. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the corporation which is not by law or by the Articles of Incorporation or by these Bylaws required to be taken by some other party. It shall be the responsibility of the Board to solicit the views of the membership on matters where the Board believes the guidance of the members would be helpful and to obtain and evaluate all relevant data regarding matters presented to the Board for approval or disapproval.
Section 4. The Board of Directors shall consist of at least 13 and no more than 26 directors drawn largely from the Members of FRB. In electing directors, the members shall use their best efforts to elect persons so that: at least 25% of the board directors shall come from Implementing Organizations, at least 25% from Growing Projects and at least 10% from other members of FRB. The number of directors in office at any time shall be determined by a vote of the members. If the size of the Board falls below 13 or is above 26, or if the composition of the Board is not as stated in this Section, this shall not prevent the Board from taking valid action and it shall also not void or invalidate any action taken by the Board. In no way will the board operate with fewer than 3 directors.
The persons currently serving as directors on the date these amended Bylaws are approved shall continue to serve as directors for the balance of their elected terms.
Individuals who will be considered for election as a director shall be nominated by the corporation’s Governance Committee, as described in these Bylaws. Directors may also be nominated pursuant to procedures adopted by the Board of Directors; provided that if the Board does not adopt such procedures, then any person may be nominated by submitting his or her name to the Governance Committee, along with biographical information and contact information, at least twenty (20) days prior to the date on which notice of the meeting at which the director elections will be held is sent to the members.
All director positions shall be filled by a vote of the members, as described in Article II, section 4 above. In the election of directors by the members, such election may be conducted by mail. If authorized by the Board of Directors, any member vote to be taken by written ballot may be satisfied by a ballot submitted by electronic transmission (as defined in Article II, Section 9, below), provided that such electronic transmission shall either set forth or be submitted with information from which it may be determined that the electronic transmission was authorized by the member or the member’s proxy.
Directors are elected by a plurality of the votes cast by the members entitled to vote in the election.
In the election of Directors, every member is entitled to cast one vote for as many persons as there are directors to be elected at that time and for whose election the member has the right to vote. Members do not have a right to cumulate their votes for directors; they may only cast one vote for each candidate for a director position.
At the end of a director’s term, the members may re-elect the current director for a new term or elect a new person to fill this position and serve as a director.
No person shall be named or elected as a director without his or her prior consent.
Section 5. Term. The term of office for all Directors shall be three (3) years, with the terms of approximately one-third of all Directors expiring each year. All terms shall commence at the meeting where the director is elected and terminate on the date of the annual meeting in the year in which the director’s term is scheduled to end. If, on the date that a director’s term is to end, an election of directors has not been held to designate a person to fill the director position whose term is expiring, such director shall continue to serve as a director until this director position is filled for the new term.
Directors may serve up to three (3) consecutive three-year terms The Members, if requested, may permit a specified director to serve for one additional three-year terms if approved by a vote of three-fourths (75%) of the Members. After three consecutive three-year terms and a one-year break, a member may come back to serve as a new board member and serve three three-year terms.
The Governance Committee may offer abbreviated terms to certain Directors during times of transition if approved by such committee.
Section 6. Meetings. There shall be three regular meetings of the Board of Directors each year, with one of these being the annual meeting of the Board. The Chairperson, or the Executive Committee, by majority vote, may call a special meeting of the Board of Directors at any time. Meetings of the Board of Directors may be held at any place or places determined by the Board. If the Board does not designate a location, meetings shall be held at a location selected by the Chairperson.
Adjournment of a meeting shall be by majority vote of the Board of Directors.
Member representatives who are not directors may attend meetings of the Board of Directors, where the board has invited members to attend, but shall have no vote and shall not be counted in determining the presence of a quorum. During a period of the meeting reserved for member comment, member representatives may address the Board on matters regarding the corporation. A “member representative” is a person or persons designated by a member to represent the member and speak to the corporation on behalf of the member.
Staff participation in any meeting of the Board of Directors shall be at the discretion of the Executive Committee who is responsible for setting Board of Director meeting agendas.
Section 8. Notice.
(a) The Chairperson, or another officer or employee at the Chairperson’s direction, shall determine and give notice to the other directors of the time and place of the annual meeting and each regular meeting, which notice shall be given at least thirty (30) days prior to the meeting.
(b) The Chairperson, or the Executive Committee by majority vote, may call a special meeting of the Board of Directors at any time. The Chairperson or a majority of the Executive Committee, or an officer or employee at the Chairperson’s or such majority’s direction, shall determine and give notice to the other directors of the time and place of such special meeting and the matters to be considered at the meeting, which notice shall be given at least 30 days prior to the meeting.
(c) Notice of meetings of the Board of Directors shall be given in person, by first-class mail or by a form of electronic transmission consented to by the director to whom the notice is given and approved for use by the corporation’s Board of Directors.
The term “electronic transmission” shall be defined according to the Virginia Nonstock Corporation Act, as the same presently exists or is hereafter amended, which presently defines “electronic transmission” to mean any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.
Any consent of a director to receive notice by electronic transmission shall be revocable by the director by giving written notice to the corporation. Any such consent shall also be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or other person responsible for the giving of the notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Notice given by electronic transmission shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the director has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the director has consented to receive notice; (c) if by posting on an electronic network together with a separate notice to the director of such specific posting when such notice is directed to an address at which the director has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (d) if by any other form of electronic transmission, when consented to by the director. An affidavit of the secretary or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
The corporation may select those forms of electronic transmission that it wishes to utilize and the director is limited to receiving notice only through those forms of electronic transmission. A director may not require that the corporation use a form of electronic transmission that the corporation’s Board of Directors has not elected to use.
(d) A director’s attendance or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his/her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
(e) A director may waive any notice required by these Bylaws, the Articles of Incorporation or the Virginia Nonstock Corporation Act, provided that the waiver is in writing, signed by the director and filed with the minutes or corporate records.
Section 9. Participation in a Meeting through a Means of Communication. Any or all directors may participate in a regular, annual or special meeting of the Board of Directors by, or conduct the meeting through the use of, any means of communication by which all directors may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting and will be counted for quorum purposes and will be allowed to vote on matters voted upon at the meeting.
Section 10. Quorum. The presence at a meeting of sixty percent (60%) of the directors then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may reschedule the meeting for a date certain. Notice of the rescheduled meeting shall be given pursuant to the terms of these Bylaws.
Section 11. Voting. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. Each director present shall have one vote. Directors can only vote in person and cannot vote by proxy or send a person to serve as a replacement or substitute.
Section 12. Resignation. A Director may resign at any time by giving written notice to the Board of Directors, its Chairperson, the President and CEO or the Vice Chairperson. Unless otherwise specified in the resignation, the resignation shall take effect upon its receipt, and the acceptance of the resignation shall not be necessary to make it effective. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.
Section 13. Removal. A Director may be removed as a director at any time, with or without cause, if such removal is approved by the vote of a majority of all directors then in office, provided a quorum is present.
A director may be removed only at a meeting called for the purpose of removing such director. The notice of the meeting where the Board will vote to remove a director shall state that the purpose, or one of the purposes, of the meeting is the removal of the director and the notice shall state the name of such director.
Section 14. Vacancies. A vacancy occurring in the position of director shall be filled by a vote of the Board of Directors. A director elected to fill a vacancy shall serve until the next annual meeting of the members, at which time the members shall vote to fill this position for the balance of its term.
Section 15. Selection of Independent Auditors. The Board of Directors shall be responsible for selecting the independent auditing firms for the corporation.
Section 16. Compensation. Directors shall receive no compensation for their services as such, but the Board of Directors may authorize reimbursement to directors for expenses reasonably incurred in the performance of their duties.
BOARD OF DIRECTORS - OFFICERS
Section 1. Officers; Qualifications; General Duties. The officers of the corporation shall be the Chairperson, the Vice-Chairperson, and the Treasurer. In addition, the Board of Directors may, in its discretion, create additional officer positions, such as Secretary, assistant secretaries and treasurers, and may fill these positions by a vote of the Board of Directors. Only directors of the corporation shall be eligible to serve as officers.
Each officer has the authority and shall perform the duties set forth in these Bylaws or, to the extent consistent with these Bylaws, the duties prescribed by the Board of Directors or by the direction of an officer authorized by the Board of Directors to prescribe the duties of other officers.
Election or appointment of an officer shall not of itself create any contract rights in the officer or the corporation.
Section 2. Selection of Officers. The Governance Committee shall nominate a slate of candidates for officer positions. The officers of the corporation shall be chosen by the Board of Directors in such manner as the directors shall determine. The election shall occur at the annual meeting of the Board of Directors, or such other date established by vote of the Directors. Only directors who have served on the Board of Directors for at least a year are eligible to be elected as officers.
Section 3. Term of Office. The officers shall each serve a term of one year or until the next election of officers. No officer shall serve more than four (4) consecutive one year terms as an officer without a break of at least one year.
Section 4. Duties of Chairperson. The Chairperson shall serve as the principal presiding officer of the corporation, and shall be the officer responsible for all acts required by law to be done by an officer of the corporation; provided, however, that the Chairperson may designate other officers, employees or agents to perform such duties to the extent such designation is permitted by law. The Chairperson shall officiate at all Board of Directors meetings and all meetings of the members, or shall designate the Vice Chairperson with such responsibility. The Chairperson shall serve as the chair of the Executive Committee, as provided in Article VI of these Bylaws.
Section 4. Duties of Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson whenever the Chairperson is unable to act, and shall perform such other duties as are assigned by the Chairperson. The Vice-Chairperson shall serve as a member of the Executive Committee, as provided in Article VI of these Bylaws. The Vice Chairperson shall serve as recording secretary at each meeting of the Board of Directors and of the members and shall have responsibility for preparing and maintaining custody of minutes of directors’ and members’ meetings and for authenticating records of the corporation.
Section 5. Treasurer. The Treasurer shall chair the Finance and Audit Committee and serve as a member of the Executive Committee, as provided in Article VI of these Bylaws.
Section 6. Compensation. Officers shall receive no compensation for their services as such, but the Board of Directors may authorize reimbursement to officers for expenses reasonably incurred in the performance of their duties.
Section 7. Resignations. Any Officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, it may fill the pending vacancy before the effective date if the successor does not take office until the effective date.
Section 8. Removal. Any of the Officers designated in Section 1 of this Article IV, including any subordinate officers, may be removed by the Board of Directors, with or without cause, at any time, by the vote of a majority of the Directors present at any meeting of the Board of Directors at which there is a quorum.
Section 9. Vacancies. If there is a vacancy in any Officer position, the vacancy may be filled by vote of the Board of Directors. Any person elected to fill a vacancy shall serve until the next election of Officers by the Board of Directors.
EXECUTIVE STAFF; OTHER EMPLOYEES AND AGENTS
Section 1. Executive Staff. The executive staff of the corporation shall consist of the President and CEO, who shall be an employee of the corporation and shall serve at the pleasure of the Board of Directors. In the event of a vacancy in the President and CEO position, the Board of Directors shall appoint his or her successor in such manner as the directors shall determine.
Section 2. Duties of the President and CEO. The President and CEO shall be the chief executive officer of the corporation and shall report directly to the Board of Directors. The Board of Directors is responsible for establishing a position description for the President and CEO and monitoring his/her performance on a regular basis. It is the responsibility of the Board of Directors to hire and/or dismiss the President and CEO.
Section 3. Other Employees and Agents. The President and CEO is authorized to employ and engage such employees and agents, including independent consultants, as may be needed for the accomplishment of the corporation’s programs and activities and fulfillment of its financial, administrative, and corporate responsibilities.
Section 4. Compensation. The corporation may compensate the President and CEO, other employees, agents, and consultants of the corporation for their services, including reimbursement of reasonable expenses. In no event shall any unreasonable compensation or payments be made to any person, and all payments to all persons shall conform to the requirements of the corporation’s charitable and tax-exempt status.
Section 5. Board of Directors’ Role. The President and CEO of the corporation shall serve as Ex Officio (voice without vote) on the board of directors and shall serve as staff liaison and support on committees and working groups deemed appropriate by the Board.
Section 1. Executive Committee. The Chairperson, Vice-Chairperson, Treasurer and at least one director appointed by the Board of Directors, who shall be elected annually by the Board of Directors, shall constitute the Executive Committee of the corporation. The Executive Committee shall act by majority vote of its voting members, with the Chairperson making the final decision in the event of a tie vote. The responsibility of the Executive Committee is to act on behalf of the Board of Directors on policy decisions between Board of Directors meetings. The Executive Committee may meet in person or by telephone or other electronic means, as may be convenient for its members. Executive Committee decisions and actions shall be presented to the Board of Directors for ratification at the next Board of Directors meeting following such decision or action; provided, however, that the Board of Directors shall make a good faith effort to act in such a way that any failure to ratify an Executive Committee action shall not operate to the detriment of any unrelated party which has relied in good faith on such action of the Executive Committee.
Section 2. Governance Committee. There shall be a Governance Committee, consisting of no less than three directors from the Board of Directors, who shall be elected annually by the Board of Directors. The Governance Committee shall act by majority vote of its members. Among its duties shall be to nominate candidates for director positions, pursuant to Article V, Section 2 of these Bylaws. The Governance Committee shall also nominate a slate of candidates for officer positions. The Governance Committee shall also receive nominations made by others for the position of director. A written list of candidates for director and for officer positions shall be presented to the Board of Directors at least 30 days in advance of the meeting at which the elections are to occur. The Board may require that the Governance Committee provide resumes and other information for persons it nominates.
Section 3. Member Support Committee. There shall be a Member Support Committee consisting of at least two directors from the Board of Directors and no less than two representatives of member groups or organizations, who shall be elected annually by the Board of Directors. The Member Support Committee shall act by majority vote of its members. Among its duties are to recruit potential new members, suggest names of potential directors and committee members to the Governance Committee and work with staff to maintain regular contact with members through the network of volunteers, partners and implementing organizations.
Section 4. Finance and Audit Committee. There shall be a Finance and Audit Committee consisting of no less than two directors from the Board of Directors and no less than two representatives of member groups or organizations, who shall be elected annually by the Board of Directors. The Finance and Audit committee shall act by majority vote of its members. Among its duties are to provide budget and fiscal oversight. It shall work with staff to prepare and present an annual budget, recommend independent auditors to the board, review the annual audit plan, and review the results of the annual audit prior to its submission to the board. The Finance and Audit Committee shall consider ways to regularly communicate with the Executive Committee and the Resource Development Committee.
Section 5. Resource Development Committee. There shall be a Resource Development Committee consisting of no less than two directors from the Board of Directors and no less than two representatives of member groups or organizations, who shall be elected annually by the Board of Directors. The Resource Development Committee shall act by majority vote. The Resource Development Committee shall work closely with the Board of Directors, the members, the staff and volunteers of FRB to help ensure financial security for the corporation, both short and long term.
Section 6. Food Security (Programming) Committee. There shall be a Food Security (Programming) Committee (“FSPC”) consisting of no less than two people from the Board of Directors, no less than two representatives from IOs, and no less than two representatives of member groups or organizations, who shall be elected annually by the Board of Directors. The FSPC shall act by majority vote. The FSPC shall work closely with Board of Directors, staff and implementing organizations to ensure guidelines, processes and follow-up activities are providing maximum support and long term benefit for people supported by the corporation’s network. In addition, the FSPC may provide a network for technical and financial support for programming. The FSPC shall work to identify opportunities for collaboration among the corporation’s many stakeholders to improve programming.
Section 7. Field Volunteer Committee. There shall be a Field Volunteer Committee consisting of at least two directors from the Board of Directors and at least two representatives of member groups or organizations, who shall be elected annually by the Board of Directors. The Field Volunteer Committee shall act by majority vote of its members. Because of the importance of volunteerism to the organization, the Field Volunteer Committee will provide support and guidance to volunteers. Among its duties are to provide oversight and strategic direction to FRB’s field volunteers; support interaction and communication between volunteers, FRB staff and the board; recognize volunteer efforts; initiate, plan and implement training and outreach opportunities for volunteers; prioritize agenda time at board and annual meetings for volunteers; and utilize outreach efforts with the Board of Directors and staff to recruit new field volunteers.
Section 8. Special Committees. At the recommendation of the Chairperson, the Board of Directors may create special committees or task forces, with such individual members and representatives of member organizations as the Board of Directors may determine, to perform such duties or functions as may be assigned by the Board of Directors, consistent with applicable provisions of law, the Articles of Incorporation, and these Bylaws. Membership on special committees is open to directors and to member representatives. In order to encourage broad participation
in the activities of the corporation and to allow a diversity of voices to be heard regarding affairs of the Corporation, the Board shall use its best efforts to have each special committee be composed of an equal number of directors and others. The creation of a special committee and the appointment to it of directors and others shall be approved by a majority of all the directors in office when the action is taken.
Section 9. Limitations on Committee Actions. To the extent specified by the Board of Directors or in the Articles of Incorporation or these Bylaws, each committee may exercise the authority of the Board of Directors under the Virginia Nonstock Corporation Act, except that a committee may not:
(a) Approve or recommend to members action that the Virginia Nonstock Corporation Act requires be approved by members;
(b) Fill vacancies on the Board or any of its committees;
(c) Amend the Articles of Incorporation;
(d) Adopt, amend or repeal the Bylaws; or
(e) Approve a plan of merger not requiring member approval.
Section 10. Committee Procedures. Those provisions of these Bylaws that govern meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees and their members as well.
CERTAIN TRANSACTIONS AND FINANCIAL MATTERS
Section 1. Transfers of Real and Personal Property. The Board of Directors shall be responsible for all transfers of real and personal property. Items and issues involving such transfers may be presented by the President or his or her designee to the Board of Directors at any regular or special meeting of the Board of Directors.
Section 2. Release of Certain Funds. The Board of Directors shall establish a policy indicating the parameters within which the President may make financial decisions and transactions on behalf of the Corporation, and parameters for decision and transactions which require approval by either the Executive Committee or the full Board of Directors.
Section 3. Release and Handling of In-kind Donations. In connection with carrying out the programs and activities of the corporation, release and handling of material and in-kind resource donations shall be by one or more of the following methods, by mutual agreement between the Board of Directors and the President::
(a) Traded on the grain market/distributor network;
(b) Sold on the grain market or to private enterprise; or
(c) Monetized by the recipient implementing partner.
All proceeds and traded goods are to be applied in the manner in which the donor requests if possible. If it is not possible, the donor will be asked to re-designate his/her/its gift or that gift will be returned to the donor.
Section 4. Certain Financial Information. Financial updates shall be reported to the Board of Directors. The annual audited financial statements shall be distributed to the Board of Directors and considered for discussion at the next Board of Directors’ meeting following receipt of these financial statements.
FRIENDS AND PARTNERS
Section 1. Friends and Partners Individuals, groups and organizations who wish to support FRB in some way to accomplish its work but do not wish to participate as members of FRB may apply to be either Friends or Partners of FRB. Friends and Partners may include those who make financial and in-kind contributions and commitments of skill & expertise or time to FRB so that FRB may further its work.
Friends and partners may wish to network with others involved in FRB as members, implementing organizations, etc.
Friends and partners may serve in various capacities at FRB if deemed appropriate by the FRB’s Board of Directors.
Section 2. Additional Requirements. Individuals, groups and organizations that wish to become a Friend or Partner shall meet such qualifications and requirements as the Board of Directors may establish, including completion of an application form containing such information as the Board of Directors may require, payment of any dues or other amounts established by the Board of Directors and performance of any actions that are required by the Board.
An individual, group or organization that is approved as a Friend and/or Partner shall hold this title for such period of time as the Board of Directors may specify. Upon expiration of this time period, the individual, group or organization may renew its position as a Friend and/or partner by submitting such materials and performing such acts as may be required by the Board of Directors. Renewal is at the discretion of the Board of Directors.
Section 3. Nonvoting. Friends and Partners are not members of the corporation and they have no right to vote on any matters or issue, including those regarding the corporation, the members, the election of directors, the Articles of Incorporation or these Bylaws.
Section 1. Fiscal Year. The fiscal year of the corporation shall end on March 31 of each year.
Section 2. Corporate Seal. The Board of Directors may adopt by resolution a form of corporate seal for the corporation.
Section 3. Accounts, Contracts, Checks, Drafts, Loans, Etc. The corporation may maintain such bank accounts, investment accounts, and other accounts as are necessary or appropriate for successful operation of its programs and activities. All contracts entered into by the corporation, and all checks, drafts, loans or other orders for the payment of money by the corporation, shall be signed by such officer or employee of the corporation and in such manner as the Board of Directors may determine. In the absence of any specific directive by the Board of Directors, and consistent with the other provisions of these Bylaws, such contracts and instruments may be signed by the Chairperson or by the Executive Director.
Section 4. Members, Implementing Organizations and Directors to Supply Contact Information to the Corporation. In addition to the information required to be provided by these Bylaws, each member and implementing organization of the corporation and each director of the corporation shall supply to the corporation information regarding his, her, or its mailing address, appropriate contact person (in the case of organizations), telephone number, facsimile number, and e-mail address, and such information as is currently on file in the records of the corporation. Until notified in writing of any change in an address or number, the corporation is permitted to use such addresses and numbers for all notices to such member, implementing organization or director as required by law, the Articles of Incorporation, or these Bylaws.
DIRECTOR CONFLICTS OF INTEREST
Section 1. Conflicts of Interest Transactions. If a director of the corporation has a direct or indirect interest in any transaction with the corporation, this shall be defined as a “conflicts of interest transaction.” A conflicts of interest transaction is not voidable by the corporation solely because of the director’s interest, provided that the requirements of Section 13.1-871 of the Virginia Nonstock Corporation Act are met. The Virginia Nonstock Corporations Act shall be used to determine whether a transaction constitutes a “conflicts of interest transaction” and whether a director has a direct or indirect personal interest in such transaction.
Section 2. Recusal. Directors and officers shall use good faith efforts to recuse themselves from votes and actions in which they have a direct or indirect personal interest and to notify the remaining directors of such interest; provided, however, that a failure of a director or officer to recuse himself or herself from any vote shall not affect the validity of such vote, to the fullest extent permitted by law. Proceedings in matters in which one or more directors have such a direct or indirect personal interest shall conform to the applicable procedures of section 13.1871 of the Virginia Nonstock Corporation Act.
Section 3. Excess Benefit Transactions. Regardless whether a transaction qualifies as a conflict of interest transaction, and whether such transaction is voidable by the corporation, any contract or other transaction (including the payment of compensation for services to be performed) between the Corporation and one or more of its directors or other person who is a Disqualified Person (herein a “Disqualified Person”), as defined in Section 4958 of the Internal Revenue Code of 1986 (“Code”) and the Regulations promulgated thereunder, or between the Corporation and a domestic or foreign corporation, domestic or foreign business corporation, firm or association of any type or kind, in which one or more Disqualified Persons are directors, or are otherwise interested, must not constitute an excess benefit transaction pursuant to Section 4958 of the Code and the Regulations promulgated thereunder, and any such contract or transaction shall comply with the requirements of Section 4958 and its Regulations. Any economic benefit that is provided to a Disqualified Person for the performance of services shall be documented with written substantiation that is contemporaneous with the transfer of the economic benefit.
Section 4. Conflicts of Interest Policy. The Board of Directors may approve a Conflicts of Interest Policy that establishes policies and procedures for determining when a director or other person involved with the Corporation has a conflict of interest and which specifies procedures for reviewing and voting upon any contract or transaction with such an interested person or with an entity in which such person has an interest. The policies and procedures for conflicts of interest approved by the Board may be stricter than those set forth in the Virginia Nonprofit Corporation Act or in these Bylaws.
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification; Payment of Expenses. The corporation may, in the complete discretion of the Board of Directors, to the fullest extent permitted by law: (a) indemnify any of its directors, officers, employees, and agents, and any former directors, officers, employees, and agents, against any and all expenses and liabilities incurred by or imposed upon them in connection with their service to the corporation; and (b) pay for or reimburse the reasonable expenses incurred by any of its directors, officers, employees, and agents who is a party to a proceeding in advance of final disposition of the proceeding. Prior to providing any indemnification or paying any expenses, the Board of Directors must determine that the requirements for indemnification and payment of expenses established under the Virginia Nonstock Corporation Act have been satisfied.
Section 2. Insurance. The corporation will purchase and maintain director-and-officer insurance and other appropriate insurance for the protection of the corporation and its directors, officers, employees, and agents in the performance of their duties.
AMENDMENTS TO ARTICLES AND BYLAWS
Section 1. Amendments to the Articles of Incorporation and Bylaws shall be proposed and approved by the Board of Directors.
The notice of meeting shall also state that the purpose, or one of the purposes of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.
The proposed amendment shall be adopted if approved by a vote of more than two-thirds of all votes cast on the amendment by the directors at a meeting at which a quorum is present.