BYLAWS
OF
THE BERKS AGRICULTURAL RESOURCE NETWORK
March 18, 2010
(As Amended)
ARTICLE I
Name
The name of the organization shall be the Berks Agricultural Resource Network whose purpose shall be to serve as an alliance for the agricultural and related food industries and rural communities in Berks County.
ARTICLE II
The non-profit corporation shall be filed and kept current with the Commonwealth of Pennsylvania’s Department of State, and as required by the federal government.
ARTICLE III
SECTION A. General Purpose
The Berks Agricultural Resource Network is organized and shall be operated as a not-for-profit, tax-exempt corporation for charitable and educational purposes.
SECTION B. Specific Purpose
The Berks Agricultural Resource Network is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code for the following purposes:
1. Promote the agricultural and related food industries in Berks County through economic development efforts, marketing, policy development, and education, recognizing that agriculture represents the entire food industry chain from farm to consumer.
2. Serve as an over-arching coordinator between the farm organizations and advocacy groups within Berks County, working to improve the economic viability of agriculture. Assist member organizations in seeking and securing grants and other funding opportunities, as agreed upon by the Berks Agricultural Resource Network board of directors.
3. Provide opportunities for the exchange of information through meetings, lectures, classes, tours and workshops, and provide individual technical assistance as appropriate for the purposes of the organization. Optimize outreach efforts through media outlets, sponsor research and studies, and publish resource information regarding Berks County agriculture and related industries.
4. Assist local governments with information that will help guide their efforts to support and preserve agriculture and its related economic infrastructure in their communities.
5. Recognize successful efforts to identify, protect, and preserve agriculture in Berks County. Work with agricultural organizations, local, state and national government officials to develop policies that promote agriculture and related industries.
6. Encourage and support the development of regional networks, working with existing organizations that share an interest in the past, present and future viability of Berks County’s agricultural community.
7. Facilitate the sharing of information about farming, its history, and its future through newsletters and other communication methods.
ARTICLE IV
Membership and Dues
SECTION A. Membership is open to persons and organizations supporting the mission and purpose of the Berks Agricultural Resource Network upon payment of annual dues set by the Board of Directors. All members will be added to the membership database.
SECTION B. There will be three (3) membership categories:
1. A Member is a person and his or her immediate family with dues paid for the current year. An individual member is eligible to hold a position on the Board of Directors, serve on any committees, and is entitled to one vote at the annual meeting and any other meetings of the members as to any matter submitted to vote at a meeting of members.
2. Organization Membership is open to any duly constituted corporate body or organization wishing to promote and support the purposes of the Berks Agricultural Resource Network. An organization member will be entitled to one vote and to serve on any committees. The organization member shall pay dues as established by the Board of Directors.
3. Honorary Memberships may be given to individuals or organizations by the Board of Directors for the purpose of giving special tribute or recognition. Honorary members will be non-voting, non-paying members and will receive all other benefits of membership.
SECTION C. The amount of membership dues will be established by the Board of Directors prior to the beginning of the calendar year and notice will be sent to all members.
1. Failure to remit payment of dues by March 1 will result in the loss of voting and other membership privileges.
2. Reinstatement of membership shall be made upon payment of annual dues.
ARTICLE V
Membership Meetings
SECTION A. An annual meeting and any special meetings of the Berks Agricultural Resource Network membership will be held in accordance with a time, date, and place determined by the Board of Directors. All members will be notified in writing at least thirty (30) days prior to the meeting at the member addresses as provided to the Secretary of the Berks Agricultural Resource Network.
SECTION B. A quorum for an annual meeting shall consist of those present and eligible to vote, provided that a majority of the Board of Directors is present.
ARTICLE VI
Board of Directors
SECTION A. Membership
The Board of Directors will consist of fifteen (15) members elected from the membership at the annual meeting and no more than five (5) ex-officio members appointed by the Board who shall have full voting privileges. The first Board of Directors shall be elected by the temporary directors named in the Articles of Incorporation and thereafter the Board shall be elected by the Directors at the Annual Meeting. Nominations shall be made by a Board Committee appointed by the President. Designated representatives of organization
members are eligible to be elected as individual board members.
1. Ex officio members must be current Berks Agricultural Resource Network members and will be appointed by the Board. They must be affiliated with key statewide/national organizations with ties to rural heritage in the Commonwealth, or have been previous members of the Berks Agricultural Resource Network executive committee.
2. The Board of Directors will have staggered terms, with five members elected each year following the initial election.
3. Directors will serve three-year terms and may not serve more than two full terms consecutively.
4. Vacancies will be filled by appointment of the President, subject to approval of the Board of Directors, for the remainder of the vacated term. Each Director shall hold office until their successor shall have been elected.
5. The Board may remove a member from his or her position on the Board by a two-thirds vote if the member is unable or unwilling to fulfill the responsibilities of Board membership.
SECTION B. Officers
1. Officers will be elected from the membership of the Board of Directors by the Board and will serve as the Executive Committee.
2. Officers will include:
President—The President will chair meetings of the organization and preside at the annual meeting. In addition, he/she will appoint all necessary committees and provide oversight of all organization matters, as well as representing the organization in any other official business.
Vice President—The Vice President will function in close cooperation with the President and assume duties assigned by the President and will conduct the business of the organization in the absence of the President. The Vice President will also have responsibility for programming.
Secretary—The Secretary will maintain records of the organization and perform all duties usual to the office of the secretary.
Treasurer—The Treasurer will have charge of all financial accounts of the organization; will receive all moneys; will keep a record of deposits and expenditures as authorized by the Board; and will submit an annual financial statement to the Membership.
3. Officers will serve for one year and are eligible for no more than three consecutive terms.
4. Officers will begin their service in staggered terms, with the President and Secretary elected in alternate years from the Vice President and Treasurer, in order to avoid the complete changeover of Officers via election in any given year.
SECTION C. Duties of the Board of Directors will be to direct and conduct the affairs of the Berks Agricultural Resource Network consistent with the purpose of the Berks Agricultural Resource Network and these by-laws.
SECTION D. Meetings of the Board of Directors will be held at least quarterly at the call of the President or three (3) Board members. These meetings will also be open to attendance by the membership of the Berks Agricultural Resource Network and other guests. Board meetings will be conducted in person, electronically or via teleconference. Only members of the Board of Directors will be eligible to vote during these meetings.
SECTION E. A quorum for meetings of the Board of Directors will be eight (8). Members who attend meetings electronically or teleconference will be considered part of the quorum.
SECTION F. Staff may be selected and appointed as deemed necessary by the Board of Directors. Employment policies will be determined by the Board of Directors.
SECTION G. Board members will not receive any compensation for their services but may receive reimbursement for expenses authorized by the Board. They are not personally liable for the debts, liabilities, or other obligations of the Corporation.
ARTICLE VII
Fiscal Operations
SECTION A. The fiscal year of the Berks Agricultural Resource Network will be January 1 to December 31.
SECTION B. The Board of Directors will adopt an annual budget to cover all needs and activities of the Berks Agricultural Resource Network.
SECTION C. The Board of Directors may receive funds through membership dues, grants, gifts, bequests or other donations. The Board will establish written policies and procedures for acceptance and use of these funds in accordance with the purposes of the Berks Agricultural Resource Network. The Board may act as a grantee for member organizations and may charge an administrative fee.
SECTION D. The Board of Directors will provide for an annual financial review of the Berks Agricultural Resource Network records and operations. The annual review will be: conducted internally by a member of the Berks Agricultural Resource Network who will be appointed by the Board of Directors and who is qualified in auditing or accounting and who is not a member of the Board of Directors or by a qualified outside auditor. Findings of the review will be provided in written form to the Board of Directors for review.
SECTION E. The Board of Directors may authorize any officer or officers of the Berks Agricultural Resource Network to enter into any contract or execute and deliver in the name and on behalf of the corporation. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation will be signed by such officer(s) or agents determined by a resolution of the Board of Directors. In the absence of such determination by the Board, such instruments will be signed by the President, Secretary, and or Treasurer. All funds shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select. The Treasurer is authorized to execute transactions/payments up to $500.00, or an amount set by the executive board. Above that dollar amount, approval of at least a majority of the executive board will be required.
SECTION F. The corporation will keep correct and complete books of record and account. It will also keep minutes of the proceedings of its members and Board of Directors and will keep a list of the names and addresses of the members entitled to vote.
ARTICLE VIII
Committees
The President will appoint, subject to the approval of the Board of Directors and consistent with applicable by-law provisions, all standing and special committees.
ARTICLE IX
Parliamentary Authority
Robert’s Rules of Order, latest edition, are a suggested guide for proceedings and meetings of the Berks Agricultural Resource Network so far as such rules are not in conflict with the by-laws of the Berks Agricultural Resource Network. The Board of Directors shall determine final meeting procedures.
ARTICLE X
Amendments
These by-laws may be amended, repealed, or new by-laws adopted at the annual meeting of the membership by an affirmative vote of not less than two thirds (2/3) of the membership present. Written notice will be given to Berks Agricultural Resource Network members detailing the proposed wording changes and the reasons prompting such changes at least thirty (30) days prior to the membership meeting.
ARTICLE XI
Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ADOPTION OF BYLAWS
We, the undersigned, do hereby certify that the foregoing is a true and correct copy of the original Bylaws of the Corporation adopted by the Board of Directors.
Name
The name of the organization shall be the Berks Agricultural Resource Network whose purpose shall be to serve as an alliance for the agricultural and related food industries and rural communities in Berks County.
ARTICLE II
The non-profit corporation shall be filed and kept current with the Commonwealth of Pennsylvania’s Department of State, and as required by the federal government.
ARTICLE III
SECTION A. General Purpose
The Berks Agricultural Resource Network is organized and shall be operated as a not-for-profit, tax-exempt corporation for charitable and educational purposes.
SECTION B. Specific Purpose
The Berks Agricultural Resource Network is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code for the following purposes:
1. Promote the agricultural and related food industries in Berks County through economic development efforts, marketing, policy development, and education, recognizing that agriculture represents the entire food industry chain from farm to consumer.
2. Serve as an over-arching coordinator between the farm organizations and advocacy groups within Berks County, working to improve the economic viability of agriculture. Assist member organizations in seeking and securing grants and other funding opportunities, as agreed upon by the Berks Agricultural Resource Network board of directors.
3. Provide opportunities for the exchange of information through meetings, lectures, classes, tours and workshops, and provide individual technical assistance as appropriate for the purposes of the organization. Optimize outreach efforts through media outlets, sponsor research and studies, and publish resource information regarding Berks County agriculture and related industries.
4. Assist local governments with information that will help guide their efforts to support and preserve agriculture and its related economic infrastructure in their communities.
5. Recognize successful efforts to identify, protect, and preserve agriculture in Berks County. Work with agricultural organizations, local, state and national government officials to develop policies that promote agriculture and related industries.
6. Encourage and support the development of regional networks, working with existing organizations that share an interest in the past, present and future viability of Berks County’s agricultural community.
7. Facilitate the sharing of information about farming, its history, and its future through newsletters and other communication methods.
ARTICLE IV
Membership and Dues
SECTION A. Membership is open to persons and organizations supporting the mission and purpose of the Berks Agricultural Resource Network upon payment of annual dues set by the Board of Directors. All members will be added to the membership database.
SECTION B. There will be three (3) membership categories:
1. A Member is a person and his or her immediate family with dues paid for the current year. An individual member is eligible to hold a position on the Board of Directors, serve on any committees, and is entitled to one vote at the annual meeting and any other meetings of the members as to any matter submitted to vote at a meeting of members.
2. Organization Membership is open to any duly constituted corporate body or organization wishing to promote and support the purposes of the Berks Agricultural Resource Network. An organization member will be entitled to one vote and to serve on any committees. The organization member shall pay dues as established by the Board of Directors.
3. Honorary Memberships may be given to individuals or organizations by the Board of Directors for the purpose of giving special tribute or recognition. Honorary members will be non-voting, non-paying members and will receive all other benefits of membership.
SECTION C. The amount of membership dues will be established by the Board of Directors prior to the beginning of the calendar year and notice will be sent to all members.
1. Failure to remit payment of dues by March 1 will result in the loss of voting and other membership privileges.
2. Reinstatement of membership shall be made upon payment of annual dues.
ARTICLE V
Membership Meetings
SECTION A. An annual meeting and any special meetings of the Berks Agricultural Resource Network membership will be held in accordance with a time, date, and place determined by the Board of Directors. All members will be notified in writing at least thirty (30) days prior to the meeting at the member addresses as provided to the Secretary of the Berks Agricultural Resource Network.
SECTION B. A quorum for an annual meeting shall consist of those present and eligible to vote, provided that a majority of the Board of Directors is present.
ARTICLE VI
Board of Directors
SECTION A. Membership
The Board of Directors will consist of fifteen (15) members elected from the membership at the annual meeting and no more than five (5) ex-officio members appointed by the Board who shall have full voting privileges. The first Board of Directors shall be elected by the temporary directors named in the Articles of Incorporation and thereafter the Board shall be elected by the Directors at the Annual Meeting. Nominations shall be made by a Board Committee appointed by the President. Designated representatives of organization
members are eligible to be elected as individual board members.
1. Ex officio members must be current Berks Agricultural Resource Network members and will be appointed by the Board. They must be affiliated with key statewide/national organizations with ties to rural heritage in the Commonwealth, or have been previous members of the Berks Agricultural Resource Network executive committee.
2. The Board of Directors will have staggered terms, with five members elected each year following the initial election.
3. Directors will serve three-year terms and may not serve more than two full terms consecutively.
4. Vacancies will be filled by appointment of the President, subject to approval of the Board of Directors, for the remainder of the vacated term. Each Director shall hold office until their successor shall have been elected.
5. The Board may remove a member from his or her position on the Board by a two-thirds vote if the member is unable or unwilling to fulfill the responsibilities of Board membership.
SECTION B. Officers
1. Officers will be elected from the membership of the Board of Directors by the Board and will serve as the Executive Committee.
2. Officers will include:
President—The President will chair meetings of the organization and preside at the annual meeting. In addition, he/she will appoint all necessary committees and provide oversight of all organization matters, as well as representing the organization in any other official business.
Vice President—The Vice President will function in close cooperation with the President and assume duties assigned by the President and will conduct the business of the organization in the absence of the President. The Vice President will also have responsibility for programming.
Secretary—The Secretary will maintain records of the organization and perform all duties usual to the office of the secretary.
Treasurer—The Treasurer will have charge of all financial accounts of the organization; will receive all moneys; will keep a record of deposits and expenditures as authorized by the Board; and will submit an annual financial statement to the Membership.
3. Officers will serve for one year and are eligible for no more than three consecutive terms.
4. Officers will begin their service in staggered terms, with the President and Secretary elected in alternate years from the Vice President and Treasurer, in order to avoid the complete changeover of Officers via election in any given year.
SECTION C. Duties of the Board of Directors will be to direct and conduct the affairs of the Berks Agricultural Resource Network consistent with the purpose of the Berks Agricultural Resource Network and these by-laws.
SECTION D. Meetings of the Board of Directors will be held at least quarterly at the call of the President or three (3) Board members. These meetings will also be open to attendance by the membership of the Berks Agricultural Resource Network and other guests. Board meetings will be conducted in person, electronically or via teleconference. Only members of the Board of Directors will be eligible to vote during these meetings.
SECTION E. A quorum for meetings of the Board of Directors will be eight (8). Members who attend meetings electronically or teleconference will be considered part of the quorum.
SECTION F. Staff may be selected and appointed as deemed necessary by the Board of Directors. Employment policies will be determined by the Board of Directors.
SECTION G. Board members will not receive any compensation for their services but may receive reimbursement for expenses authorized by the Board. They are not personally liable for the debts, liabilities, or other obligations of the Corporation.
ARTICLE VII
Fiscal Operations
SECTION A. The fiscal year of the Berks Agricultural Resource Network will be January 1 to December 31.
SECTION B. The Board of Directors will adopt an annual budget to cover all needs and activities of the Berks Agricultural Resource Network.
SECTION C. The Board of Directors may receive funds through membership dues, grants, gifts, bequests or other donations. The Board will establish written policies and procedures for acceptance and use of these funds in accordance with the purposes of the Berks Agricultural Resource Network. The Board may act as a grantee for member organizations and may charge an administrative fee.
SECTION D. The Board of Directors will provide for an annual financial review of the Berks Agricultural Resource Network records and operations. The annual review will be: conducted internally by a member of the Berks Agricultural Resource Network who will be appointed by the Board of Directors and who is qualified in auditing or accounting and who is not a member of the Board of Directors or by a qualified outside auditor. Findings of the review will be provided in written form to the Board of Directors for review.
SECTION E. The Board of Directors may authorize any officer or officers of the Berks Agricultural Resource Network to enter into any contract or execute and deliver in the name and on behalf of the corporation. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation will be signed by such officer(s) or agents determined by a resolution of the Board of Directors. In the absence of such determination by the Board, such instruments will be signed by the President, Secretary, and or Treasurer. All funds shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select. The Treasurer is authorized to execute transactions/payments up to $500.00, or an amount set by the executive board. Above that dollar amount, approval of at least a majority of the executive board will be required.
SECTION F. The corporation will keep correct and complete books of record and account. It will also keep minutes of the proceedings of its members and Board of Directors and will keep a list of the names and addresses of the members entitled to vote.
ARTICLE VIII
Committees
The President will appoint, subject to the approval of the Board of Directors and consistent with applicable by-law provisions, all standing and special committees.
ARTICLE IX
Parliamentary Authority
Robert’s Rules of Order, latest edition, are a suggested guide for proceedings and meetings of the Berks Agricultural Resource Network so far as such rules are not in conflict with the by-laws of the Berks Agricultural Resource Network. The Board of Directors shall determine final meeting procedures.
ARTICLE X
Amendments
These by-laws may be amended, repealed, or new by-laws adopted at the annual meeting of the membership by an affirmative vote of not less than two thirds (2/3) of the membership present. Written notice will be given to Berks Agricultural Resource Network members detailing the proposed wording changes and the reasons prompting such changes at least thirty (30) days prior to the membership meeting.
ARTICLE XI
Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ADOPTION OF BYLAWS
We, the undersigned, do hereby certify that the foregoing is a true and correct copy of the original Bylaws of the Corporation adopted by the Board of Directors.