BY-LAWS of ST. FRANCIS FARM COMMUNITY, INC.
Article 1 - Offices
1.1 The name of this not-for-profit corporation is St. Francis Farm Community, Inc. Its principal office and place of business is located at St. Francis Community, Inc., 136 Wart Road, Lacona, New York 13083.
Article 2 - Purpose
2.1 The purpose of St. Francis Farm Community, Inc. is to live a neighborly life based on the Gospels and on Catholic Worker principles as an alternative to the consumer culture. The work of St. Francis Farm Community is to build community by offering a prayerful presence and providing people of diverse circumstances the opportunity to do meaningful work, to stop and think about their lives and to explore and enjoy the natural world. Food is grown to sustain the people who live on St. Francis Farm Community, Inc. and to share with members of the larger community in need of food. The land is understood as a sustainable resource providing not only food but also fuel, lumber, wildlife habitat and public access.
Article 3 - Organization
3.1 St. Francis Farm Community, Inc. shall consist of a Board of Directors who shall appoint Officers to carry out the work of the corporation.
Article 4 - Meetings
4.1 Annual meetings of the Board of Directors shall be held at St. Francis Farm Community, Inc. at a time appointed by the Board. The Board will be notified by phone or email two weeks in advance. Notice in writing shall not be required.
4.2 A quorum of 2/3 of the Board members shall be required at annual meetings.
4.3 The Officers may call special advisory meetings of the Board as needed. Special meetings of the Board shall be held upon notice to the Directors.
4.4 A teleconference may be considered an official meeting.
4.5 The decisions of St. Francis Farm Community, Inc. shall not be made by voting. The directors are convinced that the Spirit speaks to the group when its members are gathered together, listening to the Spirit and to each other. The Board shall meet to discern the Spirit, exploring the differences and seeking consensus.
4.6 The persons named in the Certificate of Incorporation shall act as the Board of Directors during the period between the organizational meeting and the first annual meeting of the Board of Directors.
Article 5 - Board of Directors
5.1 The Board shall be comprised of no fewer than 3 members and no more than 12 members.
5.2 Board members shall be appointed initially by the persons named in the Certificate of Incorporation, thereafter by the Board. They must be over 18 years of age and interested in furthering the mission of St. Francis Farm Community, Inc.
5.3 The term of office for Board members shall be at least two years, which may be renewed at the annual meeting.
5.4 The Board shall fill vacancies at its discretion.
5.5 A Board member may resign by submitting his/her resignation in writing to the Officers.
5.6 A Director may be removed for cause by agreement of the rest of the directors then in office if the Board determines that the Director has either not acted in good faith or has acted against the best interests of the Corporation, and the Corporation has been harmed thereby. Such action shall be taken at a meeting after notice of at least two weeks to all Directors. A majority of the Directors must be present. The Director whose removal is sought shall have the right to be present at the meeting and to present evidence on his/her behalf, but he/she will not participate in making the decision.
Article 6 - Officers
6.1 The Officers shall be known as Core Members and may or may not be Directors. To be eligible to be Officers they must be community members who live and work at St. Francis Farm Community. Core Members and members of the Board of Directors are expected to participate in ongoing discussion of the work of SFFC in relation to its basic purpose. At its Annual Meeting the Board of Directors shall review the work of the Core Members, provide suggestions, and renew their terms. The Board may appoint new Core Members at any duly called meeting.
6.2 The Core Members shall carry out the missions of St. Francis Farm Community, Inc. and make all necessary decisions, calling special meetings as needed to seek advice and support from the Board of Directors.
6.3 Officers shall serve without salaries.
6.4 Officers may resign by submitting written notice of resignation to the Board.
6.5 Any Officer elected or appointed by the Board may be removed by the Board with or without cause.
6.6 If no Core Members remain in residence the Board shall have the authority to appoint provisional Officers or to assume the responsibilities of Officers until the next Board meeting.
Article 7 - Committees
7.1 The Board is authorized to create advisory committees only.
Article 8 - Administrative and Financial Considerations
8.1 The Officers will have authority to sign financial documents.
Article 9 - Amendment of By-Laws
9.1 The Bylaws of St. Francis Farm Community, Inc. may be amended at a duly called meeting of the Board.