Preamble: The following, as amended from time to time, shall constitute the bylaws of Grassroots Seed Network Inc. (GSN) Grassroots Seeds Network has been organized and shall exist as a benevolent and charitable institution with the meaning of 36 M.R.S.A. §#652 (1)(A). and as a nonprofit, public benefit membership corporation, pursuant to its Articles of Incorporation and the Maine Nonprofit Corporation Act, 13 – B M.R.S.A. §101 et seq.
Notwithstanding the foregoing, GSN shall be operated at all times as a 501c(3) organization within the meaning of the U.S. Internal Revenue Code of 1986 as amended from time to time (the “Code”) and the activities of GSN shall be limited accordingly.
Article I. Organization
1.1 The name of the corporation shall be Grassroots Seeds Network, Inc., hereinafter referred to as GSN.
1.2 Principal Place of Business: GSN may have such principal places of business and other offices within the State of Maine as the Board of Directors may designate. The initial principal place of business and mailing address for GSN shall be Grassroots Seed Network, PO Box 460, Mineral, VA 23117.
1.3 Registered Agent: GSN’s registered Agent may be changed from time to time under the authority of the Board of Directors.
1.4 Fiscal Year: GSN’s fiscal year is the calendar year, Jan. 1-Dec. 31.
1.5 Corporate Records: The records and documents required by state and federal law for a non-profit, charitable organization duly organized under the provisions of Section 501(c)(3) of the Internal Revenue Code shall be kept by GSN permanently at its principal place of business.
Article II. Purpose
2.1 Tax Status and Nature: This benevolent and charitable organization has been organized and is incorporated pursuant to the Maine Nonprofit Corporation Act.(13-B M.R.S.A. #101 et. Seq., or the “Act”) It is intended that the Corporation shall have the status of an organization: 1) which is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and which is other than a private foundation within the meaning of Section 509(a)(3) of the Internal Revenue Code; 2) to which contributions are deductible for federal income tax purposes under Section 170(c)(2) of the Internal Revenue Code; and, 3) to which gifts and bequests are deductible for federal, estate and gift tax purposes under Section 2055(a)(2) of the Internal Revenue Code.
2.2 Purpose: GSN is a membership organization devoted to the preservation and sharing of our crop plant genetic heritage.
2.3 Activities: GSN is authorized to do everything necessary, proper, advisable or convenient for the accomplishment of its exclusively charitable, literary or educational purposes within the meaning of Section 501c(3) of the Code, and to do all other things incidental to them, or connected with them that are not forbidden by law, the Articles of Incorporation or the GSN by-laws; provided however that GSN shall not engage in any transaction or activity, or do or permit any act or omission, which shall operate to deprive it of its tax exempt status as a Corporation described in Section 501c(3) of the Code.
2.4 No part of the net earnings of the Corporation shall inure to the benefit of any private individual within the meaning on Section 501(c)(3) of the Internal Revenue Code.
2.5 No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except as may be permitted by Section 501(h) of the Internal Revenue Code. The Corporation shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.
Article III. Membership
3.1 Members: There shall be a single class of Members of the Corporation. Each individual who is offering at least one variety is a full voting member provided he or she is current in Annual Membership dues as set by the Board of Directors.
- Rights and Duties: Voting rights are based on one person, one vote. Members may vote in the annual elections to the Board of Directors, on any changes to the by-laws or Articles of Incorporation, to dissolve the Corporation and on any referendum or vote called by the Board of Directors.
3.2 Non-members may pay a subscription fee to gain access to the list of seeds offered by Members. This does not give them voting rights within the organization.
3.3 Privileges: Members may suggest agenda items for consideration by the Board of Directors.
Members may attend any meetings of the Board of Directors and its committees. A time shall be set aside at meetings of the Board of Directors for questions or comments by members. At other times, members may address such meetings by invitation or permission of the Board.
3.4 Any eligible Member wishing to serve on the Board may be nominated by any Board member or may nominate themselves.
3.5 Annual Membership Meeting: The Board may call for an Annual Membership Meeting to precede the Annual Meeting of the Board. Voting members shall be invited to attend any such Annual Membership Meeting and be provided at least two weeks’ notice by mail or email of any agenda items. In the event that no Annual Meeting is held during any calendar year, then a substitute Annual Meeting may be called by any person or persons entitled to call a Special Meeting of the Members.
3.6 Special Meetings of the Membership. Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called at the request of 25% of all Members.
3.7 Method of voting: Voting by email (or by any other electronic means), by mail or in person is permitted. Voting by proxy for another Member is prohibited.
3.8 Notice: Members-at-large shall receive at least two weeks advance notice by mail or email of any Board meetings, including agenda items to be taken up and votes to be conducted, except that nothing in this section precludes new business from being taken up and voted upon by Board members.
Article IV. Board of Directors
4.1 Definition: GSN shall be governed by a Board of Directors consisting of three to twelve persons.
4.2 Elections and Term: Each Board member shall be elected for a term of three years, with staggered terms so that one third of the Board is elected annually.
4.3 Term Limits: Board members shall be limited to three consecutive three-year terms.
4.4 The election shall be conducted by a person who is approved by at least two-thirds of the Board members. That person’s duties shall be to prepare the slate of candidates, create a ballot, send it out to all eligible voters, collect the returns, tally the votes, and announce the results. Elections will take place in the first quarter of each year unless a different date is set by the board.
4.5 Agendas and Notice: Any Board member or voting member at-large may place items on the meeting agenda. The Board Secretary will provide advance notice of meeting and agenda items at least two weeks prior to the meeting date. Such notice may be by mail or email.
4.6 Meetings: The Board shall meet at least twice per year. Upon the request of any simple majority of Board members, the Presiding Officer shall call a special meeting of the Board. Any meetings may be conducted by electronic means
4.7 Quorum: A quorum of a simple majority of the members of the board is required to conduct business.
4.8 Decisions: Except where otherwise stated in the by-laws, a majority vote of those Board members present is required for passage. Votes by proxy are prohibited. In the event of a tie vote, the entire Board, including those who abstained and those not present for the first vote, shall be polled with a simple majority required for passage.
4.9 Interim Actions and Actions by Consent: In the interim between Board meetings, the Board may conduct business on specific measures by voting through mail or email or conference call. The Board may take any action of any kind upon written approval, including email, of at least two-thirds of sitting members.
4.10 Vacancies: The Board may fill any vacancies resulting from death, resignation, removal or failure to remain a member in good standing on an interim basis. Any such interim Board members shall serve the remainder of that term which they were appointed to fill.
4.11 Legal Authority: The Board of Directors is the legal authority for GSN and its associated projects with ultimate legal, fiduciary and governance responsibility.
4.12 Powers: The Board shall oversee all programs of GSN and is authorized to actively promote the mission and underlying principles of the organization. It shall formulate, approve and review annual budgets and regularly monitor the finances of the organization. It is authorized to hire an Executive Director and/or other staff members as needed to conduct the day-to-day affairs of the organization, and in cooperation with the Executive Director or other staff to develop personnel policies. It is authorized to appoint such standing or ad hoc committees as needed.
Article V. Officers
5.1 The Board shall elect a Presiding Officer (who shall be the “President” for purposes of 13-B M.R.S.A. §710(1)), Treasurer and Secretary each to serve three-year terms and eligible for re-election. In the event of a vacancy in any office due to resignation or removal or death, the Board shall elect a successor to complete the term of office.
a. The Presiding Officer shall call any special meetings as necessary. The Presiding Officer shall moderate all meetings of the Board. The Presiding Officer shall serve as Ex Officio chair of the Executive Committee if such is convened. At least four weeks prior to any scheduled meeting the Presiding Officer shall submit the agenda to the Secretary.
b. The Treasurer shall oversee the funds of the corporation subject to the direction of the Board. The Treasurer shall make financial reports at each Board meeting. At the request of any Director, the Treasurer shall make available any financial records of the organization. The Treasurer shall chair and be ex officio member of the Finance Committee if such is convened. In the absence of the Presiding Officer, the Treasurer shall serve as Board moderator.
c. The Secretary shall post and distribute to all voting members minutes of all meetings including a faithful record of all decisions and agreements reached by the Board and/or by vote of the voting members-at-large, a table of all items brought to a vote, the recorded vote of each Board member and a list of all items not voted on or tabled. At least three weeks prior to each scheduled meeting, the Secretary shall provide notice of meeting and agenda to all interested parties.
5.3 Clerk. The Corporation shall have a Clerk that is a resident of the State of Maine and shall discharge duties required by Title 5 M.R.S.A. Chapter 6-A or by the Corporation. The Clerk shall keep the official corporate book and act as the agent of the Corporation in the State of Maine upon whom process against the Corporation may be served. The Clerk shall have no authority to bind the Corporation by virtue of the clerkship. Nothing shall prohibit another Officer from also being Clerk.
Article VI. Indemnification.
6.1 Rights. The organization shall indemnify or reimburse directors and officers and for all claims and liabilities, including reasonable expenses and attorneys fees, to which they may be subject by reason of their positions with the organization. Indemnification under this Article shall not be exclusive of any other rights to which such persons may be lawfully entitled.
6.2 Limitations. Indemnification or reimbursement shall be made only if it is determined that the director or officer acted in good faith and in the reasonable belief that the action was in the best interests of the organization. If this determination is not made in a legal proceeding related to the claim or liability, it shall be made by a committee of disinterested directors. If not made or able to be made by either of the above, the determination shall be made by independent legal counsel selected by a committee of disinterested directors.
Article VII Notice and Waiver of Notice.
7.1 Notice. Any notice required under these by-laws shall be deemed delivered when deposited in the United States mail with names and addresses as they appear in the records of the organization or when they are sent via email using email addresses as they appear in the records of the organization.
7.2 Waiver of notice. Any notice of a meeting required under these by-laws may be waived in writing at any time before or after the meeting for which notice is required. The attendance of any person at a meeting, including by authorized representative or mail or email ballot, shall constitute a waiver of notice of the meeting except where the person attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully convened.
Article VIII. Amendments to the By-laws.
8.1 These by-laws may be amended by a two-thirds vote of all members of the Board of Directors subject to ratification by a two-thirds vote of all voting members at-large.
Article IX. Dissolution.
9.1 Dissolution of Grassroots Seed Network requires a two-thirds vote of all members of the Board of Directors subject to ratification by a two-thirds vote of all Members. In the event that a Board and membership vote is impossible, a failure of the Board or voting members to meet for two years automatically dissolves the Corporation.
9.2 In the event of dissolution, no liquidations, dividends or distributions of property shall be declared or paid to any private individual, and the assets of the Corporation shall be utilized to pay, satisfy and discharge all liabilities and obligations of the Corporation. All remaining assets shall be distributed to one or more organizations organized and operated exclusively for charitable, scientific, literary and/or educational purposes which are involved in similar work, the preservation and sharing of our crop plant genetic heritage, and which are exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, to which contributions are deductible pursuant to Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code and are not private foundations within the meaning of Section 509(a) of the Internal Revenue Code as designated by the Board of Directors of the Corporation or court with proper jurisdiction over said dissolution.