THE BY-LAWS OF THE FOUNDATION
Up until 1983,
THE BY-LAWS OF THE FOUNDATION
entered on 10/16/91 from copy dated 3/15/89 Amended 12/10/93, 12/17/99
1. The name of this corporation shall be The Foundation, hereinafter sometimes referred to as “the corporation,” a corporation not for profit organized under the laws of the State of Tennessee.
2. The principal office of the corporation shall be located at 156 Drakes Lane, Summertown, Tennessee 38483.
3. The corporation may establish such other offices and/or facilities at such other places as the ·Board of Directors may, from time to time, determine.
ARTICLE II. Members' Meeting
1. The regular annual meeting of members of the corporation shall be held on the last Wednesday of March or on such other date as may be set by the Board of Directors of the corporation.
2. Special meetings of the members may be called by the President or the Board of Directors of the corporation. Additionally, the Board of Directors shall call a special meeting of the members upon the written request of 15% of the members. The business transacted at special meetings of the members of the corporation shall be confined to the business stated in the notice given to the members.
3. Notice of meetings of the members of the corporation shall be mailed to each member not less than ten (10) nor more than sixty (60) days prior to the date of such meeting, unless notice be waived in writing by such member. Such notice shall be signed by the Secretary and shall state the place, date, and hour of the meeting and, in the case of a special meeting of the members, such notice shall state the purpose or purposes for which the meeting is called. Such notice may also be personally delivered to a member not less than five (5) nor more than sixty (60) days prior to the date of such meeting. Such notice shall also apply to written consent ballots.
4. Meetings of the members of the corporation may be held within or without the State of Tennessee at such place or places as the Board of Directors shall determine. 5. The order of business at all meetings of the members of the corporation shall, unless altered or suspended by the person presiding at such meeting, be as follows:
a. Quorum call
b. Proof of notice of such meeting or waiver of such notice.
c. Reading of the Minutes of the prior meeting
d. Receiving communications
e. Report of Officers
f. Report of the Board of Directors
h. Old business
i. New business
6. For the purpose of determining the members entitled to notice of, or to vote at, any meeting of the members or any adjournment thereof, or in order to make a determination of the members for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of members, such record date, in any case, shall not be less than fourteen (14) days prior to the date on which the particular action requiring such determination of members is to be taken.
7. At all meetings of the members, whether regular or special, each member having the right to vote shall be entitled to vote in person or by proxy appointment made by an instrument in writing subscribed by such member and bearing a date not more than eleven (11) months prior to said meeting, unless the said instrument expressly provides for a longer period.
8. Two-thirds of the members entitled to vote present in person or represented by proxy, shall be requisite and shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the members, those entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting at the original time specified. 9. When a quorum is present at any meeting, the vote of a majority of the members entitled to vote present in person or represented by proxy, shall decide any questions brought before such meeting unless the question is one upon which, by the express provision of statute, the Charter of the corporation or these By-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.
10. Each member shall have one (1) vote if he qualifies as a member entitled to vote with his name on the books of the corporation on and as of the record date for such meeting fixed and determined by the Board of Directors, or to fourteen (14) days before such meeting or the final date for written consent ballot if a record date has not been determined. ·
11. Whenever the members of the corporation are required or permitted to take any action by vote, such action may be taken without a meeting on written consent ballot, voted on by members entitled to vote. Such action shall be as valid and effective as any action taken at a regular or special meeting of the members. Two-thirds of the voting members constitute a quorum for a written consent ballot. A majority of those voting shall decide the action.
12. Any notice required to be sent or given to any member under the provisions of the Charter, these By-laws or the laws of the State of Tennessee shall be deemed to have been properly sent or given when mailed, postage prepaid, to the last known address of the person who appears as a member on the records of the corporation at the time of such mailing provided, however, that any such notice may be waived in writing. Such notice shall also be deemed to have been properly given when delivered personally to a member.
ARTICLE III. Directors
1. The business and affairs of the corporation shall be managed by a Board of Directors. The Board of Directors may implement and exercise all powers of the corporation and do all such lawful acts and things as are not prohibited by statute, by the Charter of the corporation or by these By-laws.
2. The Board of Directors of the corporation shall consist of seven (7) Directors. The Directors shall be classified by dividing them into three classes. The first and second classes shall consist of two (2) Directors. The third class shall consist of three (3) Directors. All Directors of the corporation shall hold office until their successors are elected and qualified. At each succeeding annual election the successors to the class of Directors whose terms shall expire that year shall be elected to hold office For a term of three years, so that the term of office of one class of Directors shall expire in each year. (Amended- 12/10/93.)
3. Directors shall be resident Members of the corporation for more than 9 months of
every calendar year.
4. Regular meetings of the Board of Directors shall be held immediately following the regular annual meeting of members of the corporation and on the first business day of each quarter of each calendar year, except as otherwise provided by the Board of Directors.
5. Special meetings of the Board of Directors of the corporation shall by called by the Secretary upon the request of the President or any Director.
6. Meetings of the Board of Directors, whether regular or special, shall be held at such time or times and at such place or places within or without the State Tennessee as the Board of Directors may, from time to time, determine or as may specified in the notice of such meeting.
7. The Secretary shall serve upon or mail to each Director of the corporation notice of all meetings of the Board of Directors, whether regular or special, not less than five (5) days nor more than thirty (30) days prior to the date of such meeting. Such notice shall state the time, date and place of such meeting of the Board of Directors. Such notice need not state the purpose or purposes of any meeting, whether regular or special, and any such notice may be waived in writing.
8. At all meetings of the Board of Directors of the corporation, the presence of a majority of the Directors then in office shall constitute a quorum.
9. Newly created directorships and vacant directorships, whether created by reason of the removal of Directors for cause or any other reason, may be filled by vote of two-thirds of the Directors then in office; any Director elected to a newly created directorship or vacant directorship shall hold office until the next annual meeting of members and thereafter until a successor has been elected and qualified.
10. The Directors shall have the books and records of the corporation kept at its principal office.
11. The vote of two-thirds of the Directors shall decide any questions brought before the Directors, unless the question is one upon which by express provision of statute, the charter of the corporation or these By-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Votes of the Board of Directors shall be recorded and made public.
12. Whenever the Board of Directors is required or permitted to take any action by vote, such action may be taken without a formal meeting on written consent, setting forth the action so taken, signed by all of the Directors entitled to vote thereon, and any such action shall be as valid and effective as any resolution duly adopted at a regular or special meeting of the Directors.
13. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of, and on behalf of, the corporation, and such authority may be general or confined to specific instances.
14. The attendance of a Director at any meeting of the Board of Directors of the corporation, whether regular or special, shall constitute a waiver of notice of such meeting, provided, however, that the attendance of a Director for the express purpose of objecting to the transaction of any business at such meeting because it has not been lawfully called or convened, shall not constitute a waiver of notice.
15. Directors, as such, shall not receive any stated salary or compensation for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, provided, however, that nothing contained herein shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
ARTICLE IV. Officers
1. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers as they deem, advisable.
2. The Board of Directors shall elect the officers of the corporation at its first meeting after the annual meeting of the members.
3. The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If any office shall become vacant for any reason, such vacancy may be filled by the Board of Directors as it deems advisable.
4. In addition to a President, a Secretary, a Treasurer, and any Vice Presidents, Assistant Secretaries and Assistant Treasurers, the Board may appoint such other officers and agents as it shall, from time to time, deem necessary; such additional officers shall hold their offices at the pleasure of the Board of Directors, and shall exercise such powers and perform such duties as may be determined, from time to time, by the Board.
5. The salaries of all officers and agents of the corporation shall be as fixed by the Board of Directors.
6. Any two (2) or more offices of the corporation may be held by one person, provided however, that no one person shall be both President and Secretary of the corporation.
7. When the execution of any contract, conveyance, or other instrument has been authorized without specification of executing officer the President may execute the same in the name and on behalf of this corporation.
8. The President shall be the Chief Executive officer of the corporation. He shall preside at all meetings of the members and Directors, or delegate this duty to other directors, on a per meeting basis, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall effect such division of duties between the officers as he, in his discretion, shall deem proper. Further, the President shall execute all bonds, mortgages, and other contracts of the corporation except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
9. The Secretary shall attend all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for the purpose and shall perform like duties for the Board of Directors or committees of the Board of Directors upon request of the President. The Secretary shall give, or cause to be given, notice of all meetings of the members and all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. The Secretary shall, by his signature, attest the execution of the document or instrument requiring such attestation.
10. The Treasurer shall have custody of the funds and securities of the corporation, shall keep full and accurate accounts of receipts and disbursements in the books belonging to the corporation, and shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depository or depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper voucher for such disbursements, and shall render to the President or to the Board of Directors, whenever either may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond, with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the corporation of all books, papers, vouchers, money, and other property in the case of his death, resignation, retirement, or removal from office.
ARTICLE V. Committees
1. All committees appointed by the Board of Directors of the corporation shall have and may exercise such powers and authorities as the Board of Directors may delegate to such committee or committees by resolution.
2. All committees appointed by the Board of Directors shall keep regular minutes of their meetings and proceedings and shall report same to the Board of Directors upon request.
3. The President shall be a member ex-officio of all committees of the Board of Directors.
ARTICLE VI. Standards
Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care, and skill which ordinarily prudent men would exercise under similar circumstances in like positions. In discharging their duties, directors and officers, when acting in good faith, may rely upon financial statements of the corporation represented to the members to be correct by the Treasurer or other officers of the corporation having charge of its books of account, or stated in a written report by an independent Public or Certified Public Accountant or firm of such accountants, represented to them fairly to reflect the financial condition of such corporation.
ARTICLE VII Membership
1. DEFINITIONS: For the purpose of this article, the following definitions shall apply:
1. a. MEMBERS: (1) Permanent Members: Permanent members are those persons who are Full Members of the Foundation and have paid their membership fees to The Foundation and have been a members in the community for a minimum of five (5) years. A Permanent Member may leave the community and return without re-applying for membership.
(2) Full Members: Full Members are all persons who have been approved for full membership in The Foundation. Full members may leave the community and maintain a dwelling within The Farm Community.
(3) Provisional Members: Provisional Members are those persons that have been approved for provisional membership by the Membership Committee but have not become Full Members.
(4) Former Members: Former Members are those persons who have previously held membership in The Foundation. Due to their previous service to the community, Former Members may be permitted a reduced period of provisional membership, but in all other prerequisites of membership stand in the same position as new applicants.
(5) Minor Children: Minor Children are children, under 18 (eighteen) years of age, of Full Members. ·
1. b. FEES AND DUES
(1) Membership Fee: The membership fee is the sum value collected as a prerequisite to becoming a Permanent Member of The Foundation.
(2) Dues: Dues are the amount regularly assessed members to maintain community services and to improve Foundation resources.
(3) Rent: Rent is the amount regularly assessed non-members to maintain community services and to improve Foundation resources.
(4) Maintenance Fee: The maintenance fee is a fee assessed any Full Member who departs residence in the community temporarily or permanently and retains control of their dwelling place.
2. CLASSIFICATION OF MEMBERSHIP: The membership shall be classified into voting members and non-voting members.
2. a. Voting Members: The voting members shall consist of Full Members who presently live in The Farm Religious Community 9 (nine) months of every year, and are otherwise entitled to vote in accordance with these bylaws.
2. b. Non-Voting Members: All others are non-voting members.
3. MEMBERSHIP COMMITTEE: The Membership Committee shall consist of 7 full members of the community who are not Directors of the Foundation.
3. a. Term: The term of office shall be 2 years, with terms staggered so that 3 seats shall be elected on even numbered years and 4 seats shall be elected on odd numbered years. (Amended 9/13/93.)
3. b. Elections: An annual election for committee members shall be within 90 days following the election of the Directors of the Foundation.
3. c. Duties: The duties of the Membership Committee shall be as follows:
(1) It shall establish the standards and practices for handling requests to visit the Farm, requests for sanctuary, and requests for information;
(2) It shall process applications from prospective members, interview prospective members, and call meetings of the community to pass on full memberships; ·
(3) It shall hold regular meetings at least once a month and keep records of all meetings and decisions, and give copies of these records to the secretary of the Foundation. These records are to be posted publicly.
(4) It shall be responsible for bringing to the membership for approval any proposed changes in the membership by-laws;
(5) Based on individual circumstances, the Membership. Committee may recommend a waiver of or an adjustment to an individual's membership fee, dues, or rent; ·
(6) a) It shall investigate violations of the by-laws and upon determining the facts, the Membership Committee may vote to institute a disciplinary inquiry as outlined in Article VII, Section 8. A vote of two-thirds of the Membership Committee shall be required to institute a disciplinary inquiry. b) Within five days of hearing of an act of violence against another person, the Membership Committee· shall meet with or appoint a subcommittee to meet with any member(s) who are involved, to determine if a disciplinary inquiry is needed.
(7) It shall post a public notice on any new applications for membership, and of any changes in an individual's membership status. (i.e. becoming a provisional member, becoming a full member).
(8) For meetings of the members to decide the actions described in sections 3 (c) (4), 7(b), and 9(c) of this Article, the Membership Committee shall direct the president to call a special meeting of the Members, in accord with Article 2, Section 2
of the By-laws.
4. WAIVERS AND ADJUSTMENTS.
4. a. Waiver or Adjustments of Membership Fees, Dues, or Rents: On recommendation of the Membership Committee or on its own motion, the Board of Directors may, based on individual circumstances, waive or adjust an individual's membership fees, dues, or rent. The Board of Directors may put such waiver or adjustments to a vote of the members. 4. b. Waiver of Restriction: Non-voting members may vote on matters in their interest when the Membership Committee or the voting membership, by a majority vote, agree to such a vote.
5. STANDARDS OF MEMBERSHIP: A member shall be nonviolent, honest, and shall abide by the agreements of the community, and shall hold him or herself as an equal partner in maintenance of the common lands for the secure, safe and efficient operation of the community.
6. RIGHT TO VOTE REQUIREMENTS: A Full Member is entitled to vote at any meeting of the members or on any written ballot.
7. ADMISSION TO MEMBERSHIP. Persons wishing to be admitted to membership shall apply to the Membership Committee, using whatever form of application the Committee may require. Minor children of Permanent Members in residence, upon turning 18 (eighteen) years of age and older, may apply for Full Membership and if accepted are exempt from the Membership Fee requirement. 7. a. Provisional Membership: If the applicant meets all the standards then in effect for admission, the Membership Committee may, by 2/3 vote, permit the applicant to become a Provisional Member. Former Members who are approved for membership shall become provisional members for at least 6 (six) months. New applicants who are approved for membership shall become provisional members for at least 1 (one) year. Provisional Members may reside in the community but may not vote unless authorized by the Membership Committee or the voting membership.
7. b. Full Membership: Following the expiration of the provisional term, Provisional Members may apply to become Full Members. The Membership Committee may then decide by a 2/3 vote to extend the period of provisional membership or the Membership Committee shall publish a notice to the community for every new member applying for admission, giving a summary of that member's background and qualifications. Acceptance to Full Membership shall be by 2/3 vote of the community. Upon acceptance to Full Membership, the membership fee is due to be paid in full or over a period of time according to agreed upon terms contracted with the Foundation. Full Membership shall continue until resignation, suspension, or revocation of membership, or until dissolution of the Foundation.
7.c. Alternative Full Membership. An alternative for becoming a Full Member for an individual who· is eighteen (18) or older, having lived in the community for at least 1 year, and whose parent(s) are resident Permanent Members or resident Full Members having lived here a minimum of five (5) years, is as follows:
(1) A letter declaring his/her intention to become a Full Member of The Foundation,
acknowledging a commitment of heart and soul, and accepting the responsibility for stewardship of the land, shall be given to the Membership Committee and published to the community.
(2) After publication of the notice, a period of Provisional Membership will begin for one (1) year. Public comment can be addressed to the applicant or the Membership Committee during this time.
(3) The Provisional Member will meet the following criteria: ·- (a) Accept responsibility for all his/her actions within the community, (b) Respect community agreements; (c) Attend one (1) each community Board meeting, community Membership Meeting, Quarterly Meeting, Security Meeting, Spiritual Community Meeting. (d) Participate in three (3) community workdays. (e) Pay age-appropriate dues as determined by the community.
(4) If requirements are not completed within a one-year period, the Membership Committee may grant an extension. ·
(5) Upon completion of the.above requirements, the Membership Committee will confirm Full Membership status, and publish a notice to the community.
(6) The following obligations will apply: (a) Full Members under the age of 24 are required to pay a minimum of half of the current full dues amount (b) Full Members under the age of 24 shall pay any membership fees applicable to them.
8. DEPARTURE OF MEMBERS:
8a. A member who intends to depart residence in the community, either temporarily or permanently, shall notify the Board of Directors. Full Members who depart temporarily may remain Non-Resident Full Members and may retain control of their dwelling place if they are current with all their obligations to The Foundation at the time they depart and pay a Maintenance Fee, determined by the Board of Directors, during their absence.
8b. A member who departs from the community has 90 days to meet the above stated conditions. If the member has not complied with these conditions within this time, possession and control of their dwelling place and/or business buildings (s) shall revert back to The Foundation.
8c. The Foundation is not responsible for personal property left behind. After 90 days, such property shall be considered abandoned.
9. DISCIPLINARY INQUIRY: In cases where the Membership Committee is considering disciplinary measures involving a member, the following procedures shall be observed.
9.a. Written Notice: Unless the situation is life threatening and/or involves bodily harm (in which case the Membership Committee may call an inquiry immediately), no action shall be taken unless the member(s) receives written notice from the Membership Committee 7 (seven) days before the inquiry. The written notice shall contain a brief summary of each allegation of misconduct and its source. Unless privacy is requested by the member(s) in question, the written notice shall be available for inspection by any member.
9.b. Disciplinary Inquiry: Every Full Member is entitled to a disciplinary inquiry to discuss any allegations of misconduct. The member(s) in question shall have the right to meet with all persons making charges one at a time, to reply to each charge, to call witnesses, and have an advocate if they so desire. The inquiry may result in the member (s) in question
having to make restitution, being placed on probationary status, or may result in a recommendation to the community for the suspension of membership and/or the expulsion of the member(s) from the community.
9.c. Determinations: In the event of a recommendation to suspend a member's membership and/or expel or suspend a member from the community, a written notice of the Membership Committee’s decision and the reasons therefore must be provided to the member(s) and made available to all Full Members not less than 7 (seven) days prior to the community meeting. The member(s) shall have the opportunity to be heard by the membership, orally or in writing. A vote of two-thirds majority of the voting membership is necessary to suspend a member(s) membership and/or expel or suspend a member from the community. All Full Members will be eligible to vote on the question of membership.
9.d. Review: If brought within 2 (two) weeks of any decision of the Membership Committee not resulting in expulsion or revocation of membership, a petition containing the signatures of 15% of the Full Members will be sufficient to bring the decision of the Membership Committee to a meeting of the members of the Foundation. A simple majority vote of voting members shall be necessary to ratify a decision of the Membership Committee.
ARTICLE VIII. Indemnification of Directors and Officers:
1. Any present or future director or officer, or the executor, administrator, or other legal representative of any such director or officer, or any present or future director of any other corporation serving as such at the request of the corporation because of the corporation's interest in such other corporation, or the executor, administrator, or other legal representative of any such director or officer, shall be indemnified by the corporation against reasonable costs, expenses, exclusive of any amount paid to the corporation in settlement, and counsel fees paid or incurred in connection with any action, suit or proceedings to which any director or officer, or his executor, administrator, or other legal representative may be made a party by reason of his being or his having been such director or officer, provided: A. Said action, suit, or proceedings shall be prosecuted against such officer or director, or, against his executor, administrator, or other legal representative to final determination, and it shall not be finally adjudged in said action, suit, or proceedings that he has been derelict in the performance of his duties as such director or officer;·or, B. Said action, suit, or proceedings shall be settled or otherwise terminated as against such director or officer, or his executor, administrator, or other legal representative without a final determination of the matter, and it shall be determined that such director or officer has not in any substantial way been derelict in the performance of his duties as charged in such action, suit, or proceeding; such determination shall be made by the majority of the members of the Board of Directors who are not parties to such action, suit, or proceedings or by any one or more disinterested persons to whom the question may be referred by the Board of Directors.
2. The foregoing right of indemnification shall not be exclusive of any other rights to which the director or officer may be entitled as a matter of law, or which may be lawfully granted to him. The indemnification hereby granted by the corporation shall be in addition to, and not in restriction or limitation of, any other privilege or powers the corporation may lawfully exercise with respect to indemnification or reimbursement of directors, trustees, officers, or employees.
ARTICLE IX Amendments: These By-laws may be altered, amended, repealed, or modified by the affirmative vote of a majority of the members entitled to vote at a meeting of the
members or by written consent of the members.
ARTICLE X Fiscal Year: The fiscal year of the corporation shall commence on the first day of January of each calendar year and shall end on the last day of December of the same calendar year, and the books of the corporation shall be kept and its income computed in accordance therewith.
ARTICLE XI Seal: The corporation may have such seal as is adopted for use by the Board of Directors, but the presence or absence of such seal on any instrument or document shall not affect or alter its character or validity in any respect.
ARTICLE XII No Firearms: There shall be no Firearms and no hunting within the boundaries of the Farm community.
ARTICLE XIII: Land Use 1.
Land Use Plan: The organization shall have a Land Use Plan which classifies the purposes and establishes the uses which shall apply to each separately definable portion of the real property of the organization. All physical development of The Farm community shall be in conformity with the Land Use Plan.
2. Land Use Committee: There shall be a land use committee, which shall be a permanent standing committee of the organization. The committee shall be appointed from among members by the Board of Directors. The chairman of the committee shall be appointed from among the Directors. The purposes of the committee shall be to prepare and revise the land use plan, to review petitions for revisions to the Plan, to approve or disapprove of actions submitted for review in accordance with the plan, and to submit plan revisions and variances to the membership for approval at annual or special meetings of the organization. ·
3. Annual Inventory: It shall be the duty of the land use committee to prepare an annual inventory and valuation of the property of the organization, both real and personal, and to make this inventory available to the membership as needed. (Article XIII added by amendment on 12/10/93.)
(Reference to “member(s)” in these By-laws is a reference to “Full member(s)”.)