FORSYTH COMMUNITY FOOD CONSORTIUM BYLAWS

Jump to Articles:

  1. Description
  2. Dynamic Governance
  3. Governance Structure
  4. Circle Government
  5. Decision-Making
  6. Advisory Council
  7. Elections and Terms
  8. Meetings
  9. Membership
  10. Financial Practices
  11. Annual Report
  12. Amendments and Termination

 

ARTICLE 1: DESCRIPTION  [Back to top]

Section 1.1 Name and Geographic Area: The name of this organization is the Forsyth Community Food Consortium (FCFC). FCFC’s initial geographic focus is Forsyth County; however, because a high portion of local foods consumed in Forsyth County are produced in surrounding counties, FCFC defines its regional food system to include Alamance, Caswell, Davidson, Davie, Guilford, Montgomery, Randolph, Rockingham, Stokes, Surry, and Yadkin Counties, in addition to Forsyth County.

Section 1.2 Legal Structure: FCFC is a non-equity, nonprofit planning cooperative of people, businesses, and agencies who share a common vision for the development of our regional food system.

Section 1.3 Vision, Purpose, and Guiding Principles: The strategy and policies of FCFC will be directed toward realizing its vision, purpose, and guiding principles.

1.3.1     Vision: FCFC envisions a food system that is environmentally, economically and socially just; promotes local control and ownership; embodies food and farm policies for health and equity; and connects, includes, and serves stakeholders throughout the region.

1.3.2     Purpose: FCFC’s purpose is to serve as a convener and catalyst for our regional food system and to guide the implementation of key recommendations from Forsyth County’s Community Food System:  A Foundation to Grow, a 2013 study prepared by Forsyth Futures (the “Food Study”).  This includes building relationships between stakeholders, fostering connections, and raising awareness in the community of food system issues and initiatives.  The initial intent of FCFC is not to house programs, but to work with existing entities and individuals in our community (many of whom will also be our members) to facilitate the connections and relationships needed to develop programs and leverage resources.  FCFC will also inform local government on and advocate for policies that strengthen the regional food system.

1.3.2    Guiding Principles:  FCFC abides by the following guiding principles in the advancement of any policy, the establishment of any relationship, and the implementation of any initiative or strategy.

  1. Equity. FCFC believes that access to fresh produce and healthy food options is not universal and that some communities are at a disadvantage in the regional food system.  It seeks to eliminate this disparity through education and advocacy.
  2. Justice. FCFC believes in a socially just food system, in which power and material resources are shared equitably so that people and communities can meet their needs, and live with security and dignity.
  3. Inclusivity. FCFC believes that “everyone should be at the table,” when it comes to the design and development of programs and policies surrounding our regional food system.
  4. Environmental Stewardship. FCFC believes that we should all be good stewards of the planet, making conscious and informed choices regarding how we treat our soil, air, and water, what we consume, and how we treat our food waste.
  5. Transformational Action. FCFC believes that the meetings we convene, networks we create, policies we advocate, and programs we implement will build a regional local food movement that will address the gaps in the conventional food system and transform the regional economy into the environmentally, economically, and socially just one we envision.
  6. Connection. FCFC believes that no single individual and organization can achieve the same impact as the collective and collaborative work of many individuals and organizations working together towards the same end.  Connecting with these individuals and organizations is one of FCFC’s highest priorities.

Section 1.4 Governance: FCFC shall be governed according to the principles of dynamic governance as specified in Article 2, Dynamic Governance.

ARTICLE 2: DYNAMIC GOVERNANCE  [Back to top]

 

Section 2.1 Definition: Dynamic governance shall be defined as a method of governance that delegates policy making to all levels of an organization and establishes equivalence between its members within their domain of responsibility.

Section 2.2 Benefits: The principles and methods of dynamic governance develop strong leadership and clear delegation, as well as self-governance, self-organization, and cooperation.

Section 2.3 Governing Principles: Four principles are essential to dynamic governance:

2.3.1 The Principle of Consent: Consent governs policy decision-making. Except as required by law and as otherwise stated in these bylaws, policy decisions shall be made with the consent of those they directly affect. Consent shall be defined as having “no reasoned and paramount objections” and as further defined in Sections 5.2, Consent, and 4.2, Limitations of Consent.

2.3.2 The Principle of Circles: FCFC shall govern itself through a circular hierarchy of semi-autonomous, self-organizing circles that are responsible for policy decisions within their domain. Circles and the circular hierarchy are further defined and described in Article 3, Governance Structure.

2.3.3 The Principle of Double-Links: In the hierarchical structure of circles, a lower circle shall be double-linked to the next higher circle by the operational leader and one or more representatives of the lower circle as described in Article 3, Governance Structure, and Section 4.2, Circle Officers.

2.3.4 The Principle of Consent Elections: Except as required by law, circle members shall elect people to functions and tasks by consent as described in Section 7.1, Election Process.

Section 2.4  No limitation on Independent Member Actions:  Notwithstanding any other provision herein, these bylaws shall in no way limit the right, power or authority of any of member of FCFC to pursue in their own name, any action or initiative independent of FCFC so long as such action or initiative is not identified as an FCFC action or initiative.

Section 2.5  Exempt Activities:  Notwithstanding any other provision of these bylaws, no director, officer, employee, or representative of FCFC shall take any action or carry on any activity by or on behalf of FCFC not permitted to be taken or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future federal tax code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) or such code and regulations as they now exist or as they may hereafter be amended.

Section 2.6 Political Activity:  No substantial part of the activities of FCFC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and FCFC shall not participate, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE 3: GOVERNANCE STRUCTURE  [Back to top]

Section 3.1 A Hierarchy of Circles:  FCFC governance shall be structured as a circular hierarchy formed by double linked, semi-autonomous circles that reflect the operational structure of the organization. A circular hierarchy shall be defined as one in which each circle by means of representative participation in the next higher circle must consent to the policy decisions that affect its domain. Circles are thus linked in an apparently linear hierarchy but policy decision-making forms a feedback loop with each circle occupying a place in the loop.

Section 3.2 Circle Definition:  A circle includes all FCFC members working on the Executive Circle, the Advisory Council, as a Community Member, or as a Partner, on a common aim and makes policy decisions within its domain. A circle’s responsibilities are further defined in Section 5.1, Domain of Decision-making, and in Article 4, Circle Governance.

Section 3.3 Circle Limitations: No circle’s policies shall conflict with the law, these bylaws, the principles and methods of dynamic governance, or the policies of other circles.

Section 3.4 Circle Membership:

3.4.1 Definition: Except for the Advisory Council as defined in Article 6, Advisory Council, the initial circles shall include the Community Members Circle, the Partners Circle, and the Executive Circle.

  • The Community Members shall comprise their own circle pursuant to Section 9.l.1 of Article 9, Members, and shall consist of FCFC members who may choose to serve on FCFC projects or initiatives, but do not contribute financially at the levels described within the Partners Circle.
  • The Partners Circle shall comprise their own circle pursuant to Section 9.1.3 of Article 9, Members, and shall consist of FCFC members who may choose to serve on FCFC projects or initiatives and contribute financially at the levels described within the Partners Circle.
  • “Project Teams or “Project Committees ” may be formed from time to time by action of the Advisory Council for specific projects, events, trainings, or other activities in furtherance of FCFC’s purpose or aim from time to time in accordance with this Article 3, Governance Structure, and Article 4, Circle Governance, and may or may not be deemed a lower circle, subject to the decision of the Advisory Council.  Project Teams and Project Committees shall be comprised of members from the Community Member or Partner Circles.
  • An illustration of the original FCFC circle structure is attached to these bylaws.

3.4.2 Equivalence: Within the circle meeting, the principle of consent shall be used to ensure that all circle members are equivalent in decision-making.

3.4.3 Size: The Community Members circle and the Partner Members circle shall have no maximum size.  The size of the Advisory Council and the Executive Circle is set forth in these bylaws.

Section 3.5 Advisory Council or Top Circle: The FCFC Advisory Council shall be identical to the top circle, the highest circle in an organization that follows Dynamic Governance. Except as required by law or as otherwise stated in these bylaws the Advisory Council shall function according to the provisions of Article 4, Circle Governance, and be subject to any provisions of these bylaws and any other FCFC rules and regulations.

Advisory Council-specific requirements for composition, powers, and responsibilities are specified in Section 5.6, Decisions of the Advisory Council, and Article 6, Advisory Council.

Section 3.6 Executive Circle: The Executive Circle shall manage FCFC operations within the limits set by the Advisory Council. It shall consist of three members of the Advisory Council.

Section 3.7  Circles: Each circle shall consist of the coordinator and the members of the circle, and if it has circles below it, the coordinators and one representative of those circles.

Section 3.8 Further Subdivision: The hierarchical pattern established in Sections 3.1–3.3, shall be repeated for any levels below the Executive Circle, including the Community Members, and the Partner Members.

Section 3.9 Circle Names: Circle names are for illustration only and may be changed as desired and appropriate as long as the hierarchical chain of leadership, representation, and delegation is clear.

ARTICLE 4: CIRCLE GOVERNANCE  [Back to top]

Section 4.1 Circle Responsibilities: Each circle, within the limits set by the next higher circle, shall:

  1. Determine and control its own policies to achieve its goals and objectives (aims) as defined by the next higher circle;
  2. Assign the leading, doing, and measuring of circle functions and tasks to its own members to achieve its purpose and execute its own policy;
  3. Maintain a memory system of policy decisions and other information as specified in Section 4.4, Circle Recordkeeping;
  4. Offer opportunities for the professional development of the circle and its members. The term “professional development,” as used herein, shall mean the formal and informal activities of the circle designed to educate its members about the purpose or aim of the circle;
  5. Elect one representative from its members to serve as the circle’s representative(s) to the next higher circle;
  6. Decide how to allocate the resources included in its budget;
  7. Create lower circles as it determines appropriate, assigning a purpose and allocating part of its resources to those circles;
  8. Elect the coordinator of the next lower circle, with the participation of the representative of the next lower circle; and
  9. Decide whether lower circles shall be subdivided, combined, or dissolved.

Section 4.2 Limitations of Consent: The principle of consent shall not apply to all circle members in two classes of circle decisions:

4.2.1 Circle Elimination or Redefinition: The coordinator and representative of the lower circle may participate in any discussion of dissolution or restructuring of their circle but their consent shall not be required for the higher circle to make a decision.

4.2.2 Personnel Decisions: A circle member or members about whom decisions are being made may participate in any discussions but shall be excluded from consent decisions related to any unique benefits related to employment, compensation, or service.

4.2.3 Critical Organizational Decisions:  In the event the Advisory Council cannot reach consent regarding an operational or financial matter critical to the business of the organization, such decision can be made upon a 2/3 majority vote of the Advisory Council.

Section 4.3  Circle Officers: Except for the Advisory Council as defined in Section 6.1, and the Executive Circle, as defined in Section 6.5, each circle shall have the following officers:

  1. Coordinator. The coordinator shall be elected by the next higher circle to manage the day-to-day operations within the lower circle’s domain. The coordinator shall be a member of both the higher and lower circles but shall not serve as the representative of the lower circle.
  2. Facilitator: A facilitator shall be elected by each circle to conduct circle meetings, provide leadership in decision-making, and ensure that the circle is functioning according to the principles and methods of dynamic governance.
  3. Secretary: Each circle shall elect a secretary to manage the affairs of the circle and perform tasks related to its functioning: arranging and announcing circle meetings, preparing the agenda in consultation with other circle members, distributing study materials and proposals, taking and distributing minutes, and performing any other tasks assigned by the circle.
  4. Logbook Keeper: A logbook keeper shall be elected by the circle to maintain the circle logbook as defined in Section 4.4, Circle Recordkeeping. Depending on the size of the circle and the complexity of its work, the office of the logbook keeper may be combined with that of the circle secretary.
  5. Representative: One representative, other than the coordinator, shall be elected by the circle to participate in the next higher circle. The circle representative participates as a full member in both the lower and higher circles and cannot be the same person as the coordinator.

With the exception of the coordinator and the representative, which must be different circle members, any member may fill more than one office and offices may be combined.

Section 4.3 Circle Meetings: All circles shall meet at least quarterly to review their policies and actions, evaluate their effectiveness, and adopt new policies or actions if necessary.

Section 4.4 Circle Recordkeeping: Each circle shall create and maintain a logbook that includes but is not limited to:

  1. FCFC’s vision and purpose statements and guiding principles;
  2. FCFC’s bylaws, rules, and procedures;
  3. FCFC’s action plan;
  4. Forsyth Future’s 2013 Study, Forsyth County’s Community Food System: A Foundation to Grow;
  5. A diagram of FCFC’s circle structure;
  6. The budgets of both FCFC and the circle;
  7. Circle goals and objectives (aims);
  8. Circle policy decisions and meeting notes;
  9. Circle development plans;
  10. The aim, task or job description, and development plan for each individual member of the Circle;
  11. Any other documents that record the business of the Circle.

Circle members shall have a copy of the circle logbook that also includes their personal aim statement and development plan, and any other documents related to their individual functions and tasks as circle members.

ARTICLE 5: DECISION-MAKING [Back to top]

Section 5.1 Purpose and Domain of Decision-Making: A circle’s purpose (aim) shall be determined by the next higher circle and defines the circle’s domain of responsibility. In order to accomplish their purpose (aim), circles shall be responsible for making the policy decisions governing operations within their domain.

Section 5.2 Consent: The principle of consent shall be applied to all circle decisions. Objections to a proposed decision must be:

  1. Paramount, meaning that the decision would adversely affect the circle member’s ability to fulfill their responsibilities in achieving the purpose (aim) of the circle, and
  2. Argued, meaning that reasons for the objection must be explained clearly enough for the objection to be resolved.

Section 5.3 Definition of Policy: Policy decisions govern the day-to-day operational activities of FCFC and include, but are not limited to:

  1. Setting goals and objectives to satisfy the purpose (aim);
  2. Defining the scope of work;
  3. Designing the work process;
  4. Allocating resources;
  5. Delegating functions and tasks;
  6. Evaluating group and individual performance; and
  7. Planning professional development.

Section 5.4 Operational Decisions: Day-to-day operations in a circle’s domain shall be governed by the circle’s policy decisions but directed by the coordinator. A circle shall establish policies that determine which methods of decision-making will govern operational decisions. Once an operational decision is made, the coordinator shall put such decision in writing and request review of such decision by the next higher circle.  In the case of Project Team or Project Committee decisions, all such decisions must be reviewed by the Executive Circle within 10 days of submission and shall be deemed approved, if the Executive Circle does not in writing block such decision or defer such decision to the Advisory Council within such timeframe.

Section 5.5   Operational Decisions without a Policy: If a necessary operational decision is not covered by an existing policy, the coordinator shall make the decision and request that it be reviewed at the next circle meeting or at a special circle meeting called for this purpose as described in Article 8, Meetings.

The coordinator, or other person acting as the coordinator, shall determine at his or her sole discretion that such a decision is necessary.

Section 5.6 Decisions of the Advisory Council: Except as may be limited by Section 2.4, Limitations of Consent, decisions of the Advisory Council shall also be made by consent, and consent, as a higher standard than majority vote, shall be considered satisfaction of the legal requirement that board decisions be made by majority vote of the directors present and eligible to vote.

Section 5.7 Failure to Reach Consent: If after all options have been exhausted, a circle, other than the Advisory Council, cannot achieve consent on a proposed action, the decision shall be referred to the next higher circle.  The consent of the next higher circle shall be determinative.

If after all options have been exhausted, the Advisory Council cannot achieve consent on a proposed action originated by a lower circle, the decision shall be returned to the lower circle for further consideration or withdrawal.

Section 5.8 Proxies: The right to participate in decision-making or any other action of any circle, including the Advisory Council, may not be delegated or exercised by proxy.

ARTICLE 6: ADVISORY COUNCIL  [Back to top]

Section 6.1 Authority: The Advisory Council, as FCFC’s top circle, shall manage and direct FCFC’s business with full power to engage in any lawful act unless otherwise limited by these bylaws.

Section 6.2 Responsibilities: The Advisory Council is responsible for ensuring that FCFC is acting in accordance with the public trust and any laws that may govern it. Other responsibilities include, but are not limited to:

  1. Setting and overseeing the execution of an action plan,
  2. Ensuring fiscal responsibility,
  3. Maintaining long-term viability,
  4. Generating new ideas and directions, and
  5. Maintaining connections with external persons, organizations, agencies, and any other bodies necessary to the development and functioning of FCFC.

Section 6.3 Composition: The Advisory Council will have a minimum of nine (9) members and shall include:

  1. The coordinator and one representative from the Community Membership, elected by the membership of that circle; and
  2. The coordinator and one representative from the Partner Members Circle, elected by the membership of that circle.
  3. Any Expert Council members, as defined in Section 6.4 below.

Section 6.4 Expert Council Members: A minimum of three (3) Advisory Council members shall be elected by the general membership to provide expertise in key recommendations of the Food Study.

6.4.1 Other Expert Council Members: To the extent possible, other areas of expertise shall include:

  1. Education of the public on issues related to food system development;
  2. Financial management;
  3. Fundraising and development;
  4. Legal affairs;
  5. Social and environmental concerns; and
  6. Communications, including social media.

Expert Council Members may have more than one designated area of expertise as determined by the Advisory Council. Expert Council Members are full members of the Advisory Council and participate fully in decision-making and the affairs of the Advisory Council.  They shall be elected from the general membership.

Section 6.5 Executive Circle:

6.5.1 Number and Titles: The Advisory Council shall elect from its members a minimum of three people to serve on the Executive Circle.  These members will serve the traditional functions of a president, a secretary, and a treasurer (but may have different titles).

6.5.2 President: The president shall:

  1. Oversee the Advisory Council’s compliance with the law, these bylaws, the principles and methods of Dynamic Governance, and the Advisory Council’s own decisions;
  2. Ensure that the Advisory Council functions as a circle in accordance with the provisions of Section 4, Circle Governance, including ongoing professional development,;
  3. Execute all instruments requiring a signature on behalf of FCFC;
  4. Serve as or designate a public spokesperson for FCFC;
  5. Perform other duties necessary to the office or as required by the Advisory Council; and
  6. Perform the duties of the other members of the Executive Circle if they are unable or unwilling to complete them as stated in these bylaws or at the direction of the Advisory Council.

6.5.3 Secretary: The Secretary of the Advisory Council shall perform all the functions specified for secretaries of all circles in Section 4.3.b, Secretary.

In addition, the secretary of the Advisory Council shall:

  1. Give, or cause to be given, any notices required by law or by these bylaws;
  2. Assume responsibility for FCFC and Action Team records;
  3. Perform the duties of the president if he or she is unable or unwilling to complete them as stated in these bylaws or at the direction of the Advisory Council; and
  4. Perform such other duties as may be assigned by the Advisory Council or the president.

6.5.4 Treasurer: The treasurer shall:

  1. Oversee financial affairs;
  2. Have custody of all funds and securities until otherwise assigned,
  3. Establish or cause to be established appropriate financial records, accounts, and practices to ensure judicious use and care,
  4. Prepare or cause to be prepared budgets, fundraising plans, and financial reports,
  5. Make the financial records available in accessible format in accordance with the practice of organizations practicing dynamic governance for transparency as required by Section 11, Financial Practices;
  6. Perform the duties of the secretary if he or she is unable or unwilling to perform them; and
  7. Perform other duties as required by the Advisory Council.

Section 6.5.5 Other Executive Circle Functions:  The Executive Circle shall have the authority to engage, direct, evaluate, or terminate all FCFC staff, including the Lead Coordinator and Communications Coordinator.

Section 6.6 Accountability: Each Advisory Council Member shall exercise independent judgment in good faith and in the best interests of FCFC with the care of an ordinarily prudent person under similar circumstances.

Section 6.7 Compensation: With the exception of any Expert Council Members who are otherwise providing contracted professional services to FCFC, Advisory Council members shall not receive compensation for their services, although they may be reimbursed for ordinary and necessary expenses incurred in fulfilling their responsibilities.

Section 6.8 Conflict of Interest and Confidentiality: Each Advisory Council member shall sign and the secretary shall retain or cause to be retained in the files of the organization a copy of the conflict of interest and confidentiality policy.

Section 6.9 Transparency: Whenever possible, the Advisory Council shall make records of all transactions transparent and available to the members, staff, and other interested parties.

In order to address a reasoned and paramount objection to any information being classified confidential, the board shall establish policies providing for examination that protects the information and makes it available for review.

Section 6.10 Nonliability of Advisory Council Members:  The Advisory Council members shall not be personally liable for the debts, liabilities, or other obligations of the organization.

Section 6.11 Indemnification by Organization of Directors and Officers:  The Advisory Council members and officers of the organization shall be indemnified by the organization to the fullest extent permissible under applicable law.

ARTICLE 7: ELECTIONS AND TERMS  [Back to top]

Section 7.1 Election Process: Advisory Council members, Executive Circle officers, and circle officers shall be elected applying the principle of consent elections as required by Section 2, The Principle of Consent Elections. Elections may be conducted as an item of business on any meeting agenda or in a meeting called for this purpose. The process shall include:

  1. Nominations with rationale;
  2. Discussion and resolution of objections if necessary; and
  3. Consent.

The facilitator or another person elected for this purpose shall conduct the process and may propose what appears to be the best choice given the reasons presented in the nominations and discussion. Consent to the facilitator’s proposal must be confirmed.

Section 7.2 Date of Elections: Election of Advisory Council members, Executive Circle officers, and other circle officers shall be conducted at the circle’s annual meeting, as specified in Section 8.2, Annual Meeting, and as necessary to fill vacant positions.

Section 7.3 Terms of Office:

7.1.1 Initial Advisory Council Members: Initial Advisory Council members shall begin their terms on the date of organization of FCFC and continue until the first annual meeting of the Advisory Council.

7.1.2 Advisory Council Members and Executive Circle Officers: Except as limited by Section 7.6, Completion of Terms, Advisory Council members, Executive Circle officers, and circle officers shall be elected for one-year terms in the first annual meeting of each circle and annually thereafter, and shall be eligible for re-election.

Section 7.4 Resignation: Resignations must be in writing and received by the circle secretary.

Section 7.5 Removal: An Advisory Council member or circle officer may be removed on the decision of the circle without his or her consent with respect to those decisions covered by Section 4.2.2, Personnel Decisions.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election shall not itself create contract rights.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

An Advisory Council member or circle officer may not otherwise be removed on the decision of the circle without cause and in accordance with applicable law.  Cause may include intentional or repeated violation of any provision of FCFC’s bylaws or policies, actions that will impeded FCFC from accomplishing its purposes, actions or threats that adversely affect the interests of FCFC or its members, willful obstruction of any lawful purpose or activity of FCFC, or breach of any contract with FCFC.

Section 7.6 Completion of Terms:

7.6.1  Advisory Council Members: Any Advisory Council Member elected to complete the term of an Advisory Council Member who has left the Advisory Council shall be elected to serve the remainder of that term only.

7.6.2 Circle Officers: Circles other than the Advisory Council and the Executive Circle may establish their own rules for the completion of terms including electing for the remainder of the term plus one year.

7.6.3  Vacant Positions: The Executive Circle officers and other circle officers shall be replaced as soon as possible. Other than officers, circles may decide not to fill a vacant position.

ARTICLE 8: MEETINGS  [Back to top]

Section 8.1 Circle Meetings: Circles shall meet at least quarterly at an agreed upon time and place including by any telephonic, digital electronic means, or any other method that allows circle members to deliberate, resolve objections, and consent to decisions.

Section 8.2 Annual Meeting: One circle meeting a year shall be designated by the Advisory Council as the annual FCFC meeting for purposes of conducting elections as specified in Section 7, Elections and Terms. Other business may also be conducted at this meeting.  The purpose of such meeting shall be to hear reports on operations and finances, to review issues that vitally affect FCFC, and to transact such other business as may properly come before the meeting.

Section 8.3 Special Meetings: Special meetings of the FCFC membership may be called by the Advisory Council, either by decision of the Advisory Council or in response to a written petition of five percent (5%) of the members.  Notice of special meetings shall be issued to members.  In the case of a petition, notice of the special meeting will be issued within ten (10) days after a presentation of the petition to the Advisory Council.  No business shall be conducted at that special meeting except that specified in the notice of meeting.

Special lower circle meetings may be held at the request of any circle member at a time convenient to a sufficient number of other circle members to constitute a quorum, if required by the circle’s policies. Such request should be made to the secretary of the circle or as otherwise determined by the circle.

Section 8.4 Notice: At least seven (7) days advance notice must be given to each circle member for any meeting in which decisions or other actions are to be made, subject to Section 8.5, Waiver of Notice. Methods of notification include a note in the records of the last circle meeting; notification by mail, facsimile, telephonic, or digital electronic; or any other method as determined by the circle. When possible, such notice shall include proposed agenda items and any supporting documents.

Section 8.5 Waiver of Notice: The circle may determine in its policies when notice of meetings, including special meetings, may be waived.  Presence at a meeting or failure to pay attention to methods of communication established by the circle shall constitute waiver of notice.

Section 8.6 Quorum: Members present by telephonic or other means that allow them to participate in the discussion, resolve objections, and consent or vote, as appropriate, shall be included in the quorum.

8.4.1 Annual and General Membership Meetings:  At any meeting of the general membership, a quorum necessary for decision-making shall be five percent (5%) of the total number of members.

8.4.2 Advisory Council: Unless written consent is given by absent members and is presented to the secretary before the meeting, one-third of all Advisory Council members must be present in order for business to be conducted or actions taken. In no case, however, shall business be conducted or actions taken with less than five directors participating.

8.4.3 Circles other than the Advisory Council: Circles other than the Advisory Council may determine their own quorums for all meetings, for a specific meeting, or for a class of meetings.

Section 8.5 Actions without a Meeting:

8.5.1 Advisory Council: Any action required or permitted at a meeting of the Advisory Council may be taken without a meeting if written consent is granted by all Advisory Council members entitled to vote or consent as appropriate. Written consent may include notices by mail, facsimile, electronic means, or other methods as determined by the Advisory Council and such notices shall be filed with the minutes of the Advisory Council.

By law consent to an action without a meeting shall have the same force and effect as consent or unanimous vote given in a meeting.

8.5.2 Other Circles: Any action required or permitted at a circle meeting may be taken without a meeting by consent of all members as specified in this section for the Advisory Council or according to any process set by circle policy.

ARTICLE 9: MEMBERSHIP  [Back to top]

Section 9.1 Classes: There are two classes of membership in FCFC.  These shall be known as:  Community Member and Partner.

9.1.1 Community Member:  Community membership in FCFC indicates an annual relationship with FCFC through communication, networking, and resource development.  It does not require participation on a Project Team or Committee or an active role in the implementation of various FCFC tasks and projects.  However, participation on Project Teams and Committees will be encouraged by FCFC from time to time in order to inspire and engage the Community Membership.  Benefits of Community membership include voting rights at all FCFC general membership meetings and such other benefits as may be conferred from time to time by the Advisory Council.  Community membership is open to individuals and organizations.  The annual fee for Community membership will be determined on an annual basis by the Advisory Council.

9.1.2 Partner:  Partner membership in FCFC indicates an annual monetary gift commitment to FCFC in support of its initiatives and in addition to the annual membership fee.  It does not require participation on a Project Team or Committee or an active role in the implementation of various FCFC tasks and projects.  However, participation on Project Teams and Committees will be encouraged by FCFC from time to time in order to inspire and engage the Partner Circle.  Benefits of Partner membership include voting rights at all FCFC general membership meetings.  Other benefits may be conferred from time to time by the Advisory Council.  Partner membership is open to individuals and organizations.  The annual fee and levels of giving for Partner membership will be determined on an annual basis by the Advisory Council.

9.1.3 General Membership:  For purposes of these bylaws, the Community Members and Partner members, together, comprise the General Membership.

Section 9.2 Participation in Governance: Members have the right to elect FCFC’s Advisory Council, to receive notice of and attend membership meetings, to petition as described in these bylaws, and to approve amendments to these bylaws.  Each member shall have one vote and no more on all matters submitted to the general membership.  The rights of members shall be understood to apply only to members in good standing.  All rights and responsibilities of members are subject to these bylaws as they may be amended from time to time, and to policies and decisions of FCFC or the Advisory Council.

Section 9.3 Responsibilities:  Members shall keep FCFC informed of any changes in name or current address and shall abide by these bylaws and the policies and decisions of FCFC or the Advisory Council.  A member who upholds these responsibilities is considered a member in good standing.

Section 9.4 Termination of Membership:  A member may terminate his or her membership voluntarily at any time by written notice to FCFC.  Membership may be terminated involuntarily by the Advisory Council for cause after the member is provided fair notice of the reasons for proposed termination and has an opportunity to respond in person or in writing.  Cause may include intentional or repeated violation of any provision of FCFC’s bylaws or policies; actions that will impede FCFC from accomplishing its purposes; actions or threats that adversely affect the interests of FCFC or its members; willful obstruction of any lawful purpose or activity of FCFC; or breach of any contract with FCFC.

Section 9.5 Non transferability:  Membership rights may not be transferred in any manner.

ARTICLE 10: FINANCIAL PRACTICES  [Back to top]

Section 10.1 Financial Practices: The financial practices of the organization shall follow the highest standards of accountability and transparency. Unless doing so would reveal personal information of employees, donors, or other persons, or otherwise compromise the stability of FCFC, financial records will be available to all members and employees of the organization, and to other such persons as the Advisory Council determines.

Section 10.2 Use of Funds: FCFC funds shall only be used for activities related to its mission as stated in Section 1.3, Mission.

Section 10.3 Fiscal Year: The fiscal year shall begin on the first day of January and end on the last day of December unless otherwise determined by the board.

ARTICLE 11: ANNUAL REPORT  [Back to top]

FCFC shall publish, in any media, an annual report that shall include, but not be limited to, a summary of the FCFC’s activities and a financial report for the previous year. The annual report shall be available to the public.

ARTICLE 12: AMENDMENTS AND TERMINATION  [Back to top]

Section 12.1 Amendments:  With a minimum of thirty (30) days’ notice to all circle members of intent to amend, including the wording of such amendment, these Bylaws may be altered or repealed and new bylaws adopted upon a two-thirds (2/3) vote of the members who participate in the vote. The purpose of such notice shall be to allow all levels of the circle structure time to call special meetings, if necessary, to deliberate on such amendment and to select a representative(s) to participate in the deliberations of the proposed amendment in the next higher circle.

Section 12.2  Termination and Dissolution:  With a minimum of thirty (30) days’ notice to all circle members the Advisory Council may terminate the organization upon a two-thirds (2/3) vote of the members who participate in the vote. The purpose of such notice shall be to allow all levels of the circle structure time to call special meetings, if necessary, to deliberate on the proposal and to select a representative(s) to participate in the deliberations of the next higher circle.

Section 12.2  Distribution of Assets: Upon termination and dissolution of FCFC, any remaining 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 so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of FCFC is 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.


ADOPTED
March 9th, 2016.

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