Our Bylaws
The nitty-gritty details of how we run our nonprofit:
BY-LAWS OF HEART & SOIL COLLECTIVE, INC.
Article I
NAME
The name of this Corporation shall be Heart & Soil Collective Inc. (the “Corporation”).
Article II
PURPOSES, OBJECTIVES AND GOVERNING INSTRUMENTS
Section 1. Purpose. The purposes of the Corporation, as set forth in the Articles of Incorporation, are exclusively charitable and educational, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The specific purposes of the Corporation is to provide hands-on educational opportunities for children and adults related to farming and self-sufficiency, helping ease food insecurity and increasing support for local farms.
Section 2. Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and its Bylaws.
Section 3. Nondiscrimination Policy. The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.
Article III
BOARD OF DIRECTORS
Section 1. Powers and Duties. The Board of Directors (the “Board”) shall (1) determine the Corporation’s policies and principles and approve strategic plans; (2) have the powers usually belonging to directors of a corporation; and, (3) have all of the powers of members of a corporation organized under Massachusetts General Laws Chapter 180.
Section 2. Number. The number of Directors shall be fixed from time to time by the Board, except that a Board member’s term may not be shortened by a reduction in the Board’s size.
Section 3. Election. The Nominating Committee shall present a slate of Board members for election by the Board at the annual meeting. The newly elected Board members shall take office immediately following the close of the meeting at which they are elected.
Any vacancies on the Board, however arising, shall be filled by a majority vote of all Directors then serving in office at any regular meeting of the Board, or at a special meeting of the Board called for that purpose.
Section 4. Term of Office. Directors shall serve a term of 2 years from the date of their election. A full two-year term shall be considered to have been served upon the passage of 2 annual meetings. Directors shall take office immediately following the close of the annual meeting at which they are elected. Fulfilling an incomplete term is not considered part of the term limit.
Section 5. Resignation and Removal of Directors. Any Director may resign by giving written notice of his or her resignation to the Board or to the President of the Corporation. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective.
Any Director may be removed from office, with or without cause, by a majority vote of sixty per cent (60%) of all voting Directors then serving in office. Notice of the proposed removal will be given to the Directors with the notice of the meeting. The Director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.
Section 6. Compensation. No compensation will be paid to any Director for services as a member of the Board.
Article IV
MEETINGS OF THE DIRECTORS
Section 1. Annual Meeting. The Annual Meeting of the Corporation shall normally be held during the month of October each year, or on such other date as may be fixed by the Board of Directors.
Section 2. Regular Meetings. The frequency and dates of regular meetings of the Board of Directors shall be fixed by the Board of Directors, normally at its annual meeting. The date, time and place of each meeting shall be stated in the notice of meeting.
Section 3. Special Meetings. The Directors shall also meet at any other time to transact special business on the call of the Secretary, by any other officer, or by two Directors.
Prior to holding a Special Meeting, the Directors must receive written notice of the Special Meeting pursuant to Article IV, Section 4.
Section 4. Notice. A written notice of each meeting of the Directors, stating the place, date and time thereof and the purposes for which the meeting is called, shall be delivered to each Director by (a) delivering the notice by hand; (b) mailing it, postage prepaid, to each Director at her or his address as it appears upon the records of the Corporation; or (c) by email to an email address provided to the Secretary by the Director.
Written notice for annual and regular meetings shall be received not less than seven (7) days prior to the date of such meetings.
Notice of any meeting may be waived by any Director before or after the date and time of the meeting. Such waiver must be in writing, must be signed by the Director, and must be delivered to the Corporation for inclusion in the minutes or filing with the Corporate records.
Section 5. Quorum. A simple majority of the Directors then serving in office shall constitute a quorum for all meetings of the Board of Directors.
Section 6. Telephonic or Electronic Attendance. A Director may participate in a meeting through the use of conference telephone or similar communication equipment or electronic media, so long as all members in such a meeting can participate and communicate with each other. The President, or in his or her absence, another Officer who is running the meeting may establish reasonable rules as to conducting the meeting by telephone or electronic conferencing.
Section 7. Action by Directors Without a Meeting. Any action required or permitted to be taken at a Directors’ meeting may be taken without a meeting if written consents, setting forth the action so taken, shall be signed by all the Directors. Any such action taken shall be effective only when all consents have been delivered to the Corporation, unless the consent specifies a different effective date.
Section 8. Voting and Procedure. At any meeting of the Directors, every voting Director present either in person or pursuant to the provisions of Article IV, Section 6, shall be entitled to one vote. At a meeting at which there is a quorum present, a simple majority affirmative vote of the voting Directors present is required to pass a motion before the Board, unless otherwise set forth in these By-laws. Voting by proxy shall not be allowed in either Board or committee meetings.
Article V
OFFICERS
Section 1. Principal Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary (Clerk), and a Treasurer (collectively, the “Officers”). All Officers shall be elected from among the Directors then serving at the time of the election.
Section 2. Election and Term of Office. The officers of the Corporation shall normally be elected at the annual meeting of the Board of Directors, but may be elected to office at any meeting of the Board of Directors at which a quorum is present, by vote of the majority of the Directors present at the meeting. The Nominating Committee shall prepare a list of nominations for officer positions, and such list shall be delivered to each Director then serving, along with the notice of said meeting. Officers shall be elected to serve a one-year term if elected as an Officer at an annual meeting, or at the annual meeting prior to their one-year anniversary of being elected an Officer if they are elected at any meeting other than the annual meeting. Officers may be elected for successive terms, without limitation.
Section 3. Vacancies. Vacancies among the officers, however arising, shall be filled by a majority vote of Directors present at any regular or special meeting of the Board at which a quorum is present. The list of nominations for officer positions, recommended by the Nominating Committee, shall be included with the notice of the meeting at which election is proposed.
Section 4. Additional Officers. The Board of Directors at any meeting may by resolution elect or appoint additional officers. The Board shall have authority to appoint, from time to time, such other officers as they may deem desirable, and to prescribe their qualifications and duties.
Article VI
DUTIES OF OFFICERS
Section 1. President. The President shall preside at all meetings of the Board and of the Executive Committee and generally do and perform all acts incident to the office of President, and shall have such additional powers and duties as may from time to time be assigned to him or her by the Board.
In the absence or inability of the President to preside at any meeting of the board or the Executive Committee, the Vice President, or anyone duly authorized to act in the President’s place, shall preside at said meeting.
Unless otherwise provided for in these By-Laws, the President shall appoint the chairs of each Board committee.
The President shall be a member ex-officio voting member of each Board committee. Section 2. Vice President. The Vice President shall preside at all meetings of the Board and of the Executive Committee and generally do and perform all acts incident to the office of Vice President including but not limited to program development, educational programming and shall have such additional powers and duties as may from time to time be assigned to him or her by the Board.
In the absence or inability of the President, the Vice President shall generally do and perform all duties of the President.
Section 2. Secretary (Clerk). The Secretary shall have the ordinary duties of clerk of the Corporation, and shall keep the records of the proceedings, or cause to be kept the records of the proceedings, of all meetings of the Board and Executive Committee in one or more books provided for that purpose and shall see that the minutes of meetings of the Board and of the Executive Committee are distributed promptly to all members of the Board of Directors. The Secretary shall see that all notices are duly given in accordance with these By-Laws and as required by law. In general, the Secretary shall perform all the usual duties of the Secretary’s office and such other duties as the President or the Board may require.
Section 3. Treasurer. The Treasurer shall receive and disburse the funds of the Corporation. The Treasurer shall report in writing at each regular meeting of the Board the balances of money in the several accounts and the outstanding obligations of the Corporation as far as practicable, and shall make a full report at the Annual Meeting of the receipts and disbursements of the past year with such suggestions as to the financial management of the Corporation as the Treasurer shall deem proper.
The accounts of the Treasurer shall be kept in books belonging to the Corporation, and shall be open to the inspection of the Directors and the Managing Directors at all times.
Article VII
RULES OF ORDER
The rules of order in the current edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Corporation, except where they may be in conflict with the Articles of Incorporation, these Bylaws, or other policies adopted by the Board of Directors.
Article VIII
INDEMNIFICATION
The Corporation shall indemnify any and all persons who may serve, or who have served at any time as Directors or officers of the Corporation, against all expenses and liabilities, including without limitation counsel fees and costs, reasonably incurred by or imposed upon such Directors or officers in connection with any proceeding in which they may become involved, by reason of their being or having been Directors or officers of the Corporation; such indemnification shall include payment by the Corporation of reasonable expenses and counsel fees incurred in defending a civil or criminal action or proceeding, whether in a court or an administrative hearing, in advance of the final disposition of such action or proceeding, upon receipt of a written undertaking by the person indemnified to repay such payment if: (1) the individual shall be adjudicated to be not entitled to indemnification under this article, or (2) in the event of a settlement of any claim without final adjudication, the Board determines that the individual is not entitled to indemnification. In making its determination, the Board (by a majority of the disinterested Directors) shall indemnify the individual, unless the Board makes a written finding to deny indemnification, based on the following standards: (a) in the case of any criminal proceeding, that the Director or officer had reasonable cause to believe that the conduct was unlawful, and (b) in the case of any civil matter as to which he or she shall have been finally adjudicated (or when a settlement or no final adjudication occurs), that the Director or officer shall not have acted in good faith in the reasonable belief that his or her action was in the best interest of the Corporation. The terms “Directors” and “officers” as used herein shall include the heirs, executors, administrators and assigns of such Directors and officers. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or officer may be entitled. Indemnification of other employees or agents of the Corporation may be provided to the extent authorized by the Directors subject to the same limitation with respect to criminal conduct and good faith as is herein imposed on the indemnification of Directors and officers.
Article IX
AMENDMENT OF BY-LAWS
These By-Laws may be amended at any regular or special meeting of the Directors by a two-thirds vote of those present, provided that at least seven days’ notice of the proposed amendment shall have been included in the call for such meeting.
ADOPTED BY THE BOARD OF DIRECTORS HEART & SOIL COLLECTIVE INC 2/5/2022
