AVA GROWERS PROJECT, INC. BYLAWS

ARTICLE I: Nature of Corporation

Section 1.1 Name:

The name of this corporation will be Ava Growers Project, Inc., hereinafter also referred to simply as “Ava Growers Project”.

Section 1.2 Principal Office Location and Registered Agent:

(a) The location of the principal office of Ava Growers Project is RR 72 Box 503, Norwood MO 65717 which is the residence address of the Secretary/Treasurer, which officer will act as the corporation’s registered agent.

(b) Should the residence address of the Secretary/Treasurer currently holding that office change, or should it change following an authorized election or filling of a vacancy, the location of the principal office will change accordingly. Such change will be incorporated into these bylaws and the Missouri Secretary of State will be notified of this change by following the procedures required by the Missouri Revised Statutes (RSMo 355.166 and 355.171).

Section 1.3 Type, Powers and Limitations of Corporation:

Ava Growers Project, Inc. will be organized as a non-stock, not-for-profit corporation for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, and will have all powers permitted by law.

Section 1.4 Specific Purpose:

The specific purpose of Ava Growers Project is to promote increased food security through local, sustainable agriculture in the Ozarks by organizing a farmers’ market in, or within five (5) miles of, Ava, Missouri, and to benefit the community by engaging in educational activities related to sustainable agriculture, nutritional awareness for consumers, home and community gardening, self-sufficiency and local handicrafts.

ARTICLE II: Definitions and Voting Rights

Section 2.1 Organization.

(a) Director: A Director is a person holding one (1) of the three (3) offices of Ava Growers Project (President, Vice-President, and Secretary/Treasurer) and who is thereby seated on the Board of Directors (the “Board”).

(b) Member: A Member is either (1) a person at least eighteen (18) years of age, or a person at least eighteen (18) years of age representing a partnership, group of persons or corporation, who submits a written application to the Board to become a Member as a volunteer in furthering the stated purpose of the Ava Growers Project, which application is approved by the Board; or (2) any Director or Officer of the Ava Growers Project duly elected at an annual election or special election (or appointed initially by the incorporator, or subsequently according to these Bylaws) or (3) any farmers’ market vendor as defined in (c) below, who is also at least eighteen (18) years old, and who participates in the farmers’ market organized by Ava Growers Project at least ten (10) times during the market season of any given year and submits a written application for membership to the Board which is approved by them.

(c) Farmers’ market vendor: A farmers’ market vendor (“market vendor” or “vendor”) is a person or persons (whether operating as a sole proprietorship, partnership, group of persons, or corporation), engaged in local agricultural or farm activities or handicrafts, who is permitted by market rules (see (d) below) to set up and sell their own locally grown or made products at the farmers’ market organized by Ava Growers Project, and does so. Each market vendor is their own business, distinct from Ava Growers Project. The vendor, not Ava Growers Project, is responsible for complying with all laws and regulations regarding the vendor’s activities.

(d) Farmers’ market rules: The farmers’ market rules is a list of rules, consistent with the organization’s bylaws and purposes, governing operations of the farmers’ market organized by Ava Growers Project, initially approved by the Board and which may be amended by a majority of Members at subsequent annual meetings.

(e) Educational activities – Educational activities may include but are not limited to newsletters, brochures, seminars, sponsorships, donations of time and work, and media appearances, which are approved by the Board and voluntarily executed without compensation by Market members to further the purpose of the Ava Growers Project. In no case will these activities, or any activities of the corporation, include anything of a political nature or which could be construed to a substantial degree as lobbying or attempting to influence legislation.

Section 2.2 Membership Duration and Notice Upon Termination

(a) Members who are accepted by the Board for volunteer work will retain their membership through the end of the calendar year in which they were accepted for membership, or until they give written notice that they wish to resign their membership. However, they may at any time request in writing that the Board extend their membership for another year and the Board may do so and will notify them in writing of its decision.

(b) Directors/Officers will retain their membership for the periods during which they hold office, except if they also qualify for membership as a vendor they will retain their membership as described in (c) below.

(c) Market vendors who become Members will retain their membership until they either notify the Secretary/Treasurer in writing that they are resigning their membership, or until they fail in any year to participate as vendors in the farmers’ market organized by the Ava Growers Project at least ten (10) times and comply with all market rules which are currently in effect in those years. In such case their membership will terminate at the end of the calendar year in which that failure occurs.

(d) If a Member fails to meet the requirements for continuing membership, the Secretary/Treasurer may advise them of this and the reasons why, and determine whether they wish to challenge the termination and if not, seek a signed and dated document from them recognizing that their membership has terminated. In cases where obtaining that is not practical or not forthcoming, the Secretary/Treasurer will send notice by first-class mail to the Member’s last known address, advising them that their membership will be terminated in thirty (30) days.

The notice will state the reason(s) for the termination and provide an opportunity for the Member to be heard, orally or in writing and not less than five (5) days before the date of the termination,by a member or members of the Board. If the decision to terminate membership is challenged within the allotted time, the Board will make a determination and notify the Member by first class mail of their final decision within ninety (90) days of receiving the challenge.

Section 2.3 Voting Rights

(a) Members will have one (1) vote, on all issues which come for a vote of the membership at annual or special meetings, regardless of whether the Member represents a single person, partnership, group of persons, or corporation, and regardless of the number of spaces they occupy or have occupied as a market vendor.

(b) The Secretary/Treasure will determine and certify, by inclusion on a membership list, who qualifies as a Member based on registration and other records, and will keep this list current, including the name of the Member (and whether they represent a person, partnership, group or corporation), their mailing address, phone number and email if applicable.

(c) Those serving on the Board of Directors will each have one (1) vote at all meetings.

ARTICLE III: Board of Directors and Duties of Directors and Members

Section 3.1 Number, Method of Selection, and Eligibility:

(a) Following incorporation and the selection of the initial Board by the incorporator, the Board of Directors will subsequently consist of the three (3) persons who have either been nominated by any Member, and then duly elected by a majority of the Members, to the respective offices of President, Vice-President, and Secretary/Treasurer, at each annual meeting election or special vacancy election, or appointed by other Board members in the event of a vacancy.

(b) Directors must be at least eighteen (18) years of age, reside within Missouri and within a forty (40) mile radius of Ava, Missouri, and be willing to advance the purpose of the Ava Growers Project.

Section 3.2 Term of Office

The term of all officers will run from the time of election at each annual organizational meeting until the following year’s annual meeting election, or in cases of special vacancy elections or vacancy appointments, from the time the vacancy is filled until the next annual election.

Section 3.3 Powers and Duties of Officers/Directors and Members

(a) Subject to the provisions of the laws of this State and any limitations in the articles of incorporation and these bylaws relating to actions required or permitted to be taken or approved by Members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

(b) It shall be the duty of Directors to perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws.

(c) The President will preside at all meetings of the Board and the membership and be responsible for directing activities related to the purpose of the Ava Growers Project. The President may delegate authority to other members and appoint committees as necessary.

(d) The Vice President will assist the President in furthering the purpose and goals of the Ava Growers Project and in its functioning, and preside at meetings when the President is unavailable.

(e) The Secretary/Treasurer will be responsible for managing accounts; membership and vendor lists; keeping meeting minutes; recording all decisions of the board and membership; taking care of necessary correspondence and advertising; presenting a written financial report to the membership at each annual meeting; and filing any necessary corporate reports, and may chair meetings if neither the President or Vice-President is available.

(f) Members who are delegated authority or agree to be part of any committee will report to the Board on their actions in regard to those activities so that these can be noted.

Section 3.4: Functioning of the Board

(a) During its term the Board will meet when requested by any Board member (but at least twice yearly), either in person, by phone or email, to resolve urgent issues and make decisions concerning the activities of the Ava Growers Project and its operation which were not already decided at the annual meeting, and to direct projects which advance the organization’s educational and civic goals. One of these meetings may be concurrent with the annual membership meeting.

(b) Each Director will have one (1) vote on decisions involving corporate business or issues brought before the Board for consideration.

(c) At least two-thirds of the Board members must agree on any Board decision for it to be approved. Decisions will be recorded and presented at the next annual meeting.

(d) The Board will not alter farmers’ market rules for the current year unless required by law or lawful authorities or unforeseen circumstances requiring urgent action. If the Board believes other rules changes are required, they will be submitted to the Members for consideration and approval at the next annual meeting.

(e) Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item. Said items must then be decided by agreement of the remaining two (2) Board members.

Section 3.5: Compensation

Each Director/Officer will serve without compensation.

Section 3.6: Resignation and Replacement of Board Members

(a) A Director/Officer may resign at any time by notifying the Secretary in writing. In the event that one (1), or two (2) Board members should resign, decease, or become legally incompetent, the remaining Board member will chose a replacement or replacements to fill any vacancy within sixty (60) days, for the remainder of that year. The urgency with which vacancies are filled should reflect the necessity for this corporation to have three (3) members on the Board at the time the annual corporate report to the State of Missouri is due (August 31st).

(b) If all three (3) Board members should resign or become deceased or legally incompetent, any former Board member (or if none is available, any Member), with the written or emailed consent of a majority of the other Members, may organize a special meeting to be held within sixty (60) days after this event At this meeting the organizing Member will preside over the nomination and election of new Directors/Officers, and the newly elected President will preside over the remainder of the meeting. Notice of the time, location and purpose of the meeting will be given to all Members at least fifteen (15) days before this meeting date by first-class mail, or by email if a Member has agreed to it on their membership application.

ARTICLE IV: Meetings

Section 4.1 Annual Meeting

An annual organizational meeting of the Ava Growers Project will be held every year in March, insofar as possible no later than March 24th.

Section 4.2 Notice of Meetings

(a) Notice of the annual or special membership meetings will be given to Members at least fifteen (15) days before the meeting date, sent by first class mail, or if the Member has agreed to it on their membership application, by email.

(b) Upon election of new Officers, Members will also be given the phone numbers and/or email addresses of current Officers to facilitate contact with the Board.

(c) Notices of meetings will state the reason(s) for the meeting and any matters which must be approved by the Members at the meeting.

Section 4.3 Order of the Annual Meeting

The annual meeting will be presided over by the President, and will include at minimum:

(a) the presentation of a financial report;

(b) a reading of previous meeting minutes and Board decisions;

(c) a sufficient period during which the Board of Directors and any Members may raise and discuss any issues related to the market;

(d) reading of the farmers’ market rules and discussion of any proposed changes;

(e) voting by Members on any motions that the meeting has raised, including approval of market rules and any changes to the Bylaws;

(f) election of Directors/Officers for the upcoming year.

Section 4.4 Proxy voting and voting by mail ballot.

(a)Proxy voting will not be allowed at meetings.

(b)The Board may, at its discretion, authorize ballot voting by mail or email on issues requiring membership approval when the Board determines that circumstances make it difficult or impractical for a quorum of Members to attend a meeting. Actions involving mail or email ballots will follow the general requirements outlined in RSMo 355.266.

Section 4.5 Quorum.

(a) A quorum for Board meetings will consist of two of the three (3) seated Board members, so long as all three (3) Board members had been notified by mail or email at least ten (10) days before the proposed meeting or otherwise have agreed among themselves to the meeting.

(b) A quorum of Members at annual or special membership meetings will consist of at least ten (10) Members, who may also be Board members, or if fewer than ten (10) Members exist at the time of the meeting, a simple majority of the existing Members will constitute a quorum.

(b) In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

Section 4.6 List of Members

Before all meetings the Secretary/Treasurer will ensure that a list of all members eligible to vote is available at the corporation’s principal office address. This list will include the name and address of each eligible member and state the fact that each member is entitled to one (1) vote.

The list must be made available on demand to all other Members.

ARTICLE V: Financial Authority

Section 5.1 Contracts and Proposals.

Any contracts or proposals which are negotiated or ratified on behalf of Ava Growers Project must be approved by the Board and must be signed by an authorized agent of the Board.

Section 5.2 Loans.

No indebtedness for borrowed money shall be contracted on behalf of Ava Growers Project, Inc.

Section 5.3 Signatures.

All checks, drafts, or other orders of payment of money and all notes or other evidences of indebtedness issued in the name of Ava Growers Project, Inc. will be signed by such officers in such manner as authorized by the Board.

Section 5.4 Fiscal Year.

The fiscal year of this corporation shall begin on January 1st and run through the following December 31st.

ARTICLE VI: Amendments to the Bylaws

Section 6.1 Manner of proposal.

Amendments to these Bylaws may be proposed by the Board of Directors or Members at the annual membership meeting.

Section 6.2 Effective date of amendments.

Amendments shall take effect at the end of the meeting at which they are adopted by a majority of the Members, unless an amendment itself provides for a different effective date.

ARTICLE VII: Severability

Section 7.1 If any section, clause, provision or portion of these bylaws is judged unconstitutional or invalid by a court of competent jurisdiction, the remainder of the Bylaws shall not be affected.

ARTICLE VIII: Dissolution.

Section 8.1 In the event this corporation is dissolved, the assets of the corporation shall be distributed to another 501(c)(3) non-profit organization. Dissolution will follow the procedures in the Missouri Revised Statutes.

Section 8.2 The named 501(c)(3) non-profit for purposes of Section 8.1 will be Heart of the Hills Food Harvest, Ava Missouri. If that non-profit does not exist at the time of dissolution, the assets will be distributed to DoCo Sheltered Workshop, Inc. Ava Missouri.

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