Bylaws 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.
Article 10—Conflict of Interest
10.1 St. Francis Farm Community’s Board of Directors shall not authorize transactions that benefit the private interests of Directors or Officers, or of parties related to Directors or Officers, unless independent Directors determine that such transactions are in SFFC’s best interest.
10.2 Before the selection of any new Director or Officer of SFFC, and annually thereafter, any Director or Officer who is an officer, director, trustee, member, owner or employee of any entity with which SFFC has a relationship shall submit a written statement to the Board disclosing his or her connection with the above-described organization. Officers and Directors shall also disclose any transactions to which SFFC is a party and in which they have private interests that might conflict with SFFC’s interests.
10.3 When there is a potential conflict of interest in a matter being decided by the Board, the interested party may present information to the Board but shall not participate in making the decision. The interested party shall not exert undue influence over independent Board members. The minutes of the Board meeting shall include a full explanation of all potential conflicts and of the manner in which they were resolved.
Why, and how, we decided to incorporate:
from our 2003 newsletters
from Lorraine in the June 2003 newsletter:
Over and over in our time here we are asked about the farm, what it really is, who those of us living here are answerable to, who is “in charge”. I used to smile and answer that SFF is a “charitable disorganization”. The next months should provide a different answer to that question. Time of Jubilee has owned the farm since soon after Fr. Ray McVey bought it, but their home and community building work on the south side of Syracuse is growing and they don’t see a Catholic Worker farm as part of their mission to the urban poor. So we will need to organize our own land trust or other corporation to hold the land. We are working to clarify our mission, getting legal advice and help from the Oswego County Housing Development Council about the mobile homes that provide low income housing. We talk to those who were here before us and to Catholic Workers in other places, trying to find a structure that allows us to carry on the diverse work of this place without tying us up in ways that would diminish our basic ministry of presence. We are grateful for the prayers and patience of all the “farm family” as we undertake these changes.
and from Joanna in the December 2003 newsletter:
In the process of organizing to hold the title to the farm I have often been frustrated by the neat categories into which we are expected to fit. At first we hoped to find another land trust to hold us. I contacted several and I learned about a great deal of good work that was being done, but I didn’t find a title-holder for our land, or a group to ensure continuity at the farm in case something should happen to those of us who live and work here now. Some land trusts hold property for low-income housing and community centers. Some hold wild land in trust to protect it unchanged. Some hold sustainably managed working forests. Some hold farmland. Apparently none hold property that is used for all of the above, plus providing a space for an intentional community based on prayer and service and retreat groups and occasional injured migrant workers and…….. I was usually advised that we should start our own corporation. At one trust I found someone willing to talk with me at some length about this. Her advice, however, was rather daunting: “You can’t incorporate a place with that many purposes. You’d better decide on one primary purpose, and then maybe you can work some of the others in around it. ” But, I protested, these were all primary purposes; we couldn’t just declare one of them to be the most important. She sounded puzzled. “But you just can’t do things that way.”
I have run into the same difficulty over and over. When I started studying economics in my teens, and began to be troubled by the harm done to people and other creatures by the things I bought and took for granted, I went to talk with the economics professor at a nearby college. He listened politely to my concerns, and then informed me that I was confusing different disciplines. Economics was not concerned with the long-term sustainability of natural resources; I should talk to someone in Environmental Science about that, and if I had concerns about ethics, I should talk to someone in the philosophy department. It became clear to me that his position was not unusual; after our conversation I became increasingly aware of how textbooks and news discussed war, trade, poverty, pollution, education, health care and religion as separate topics having very little bearing on one another. It seemed to me that this compartmentalization encouraged us to go on undermining ourselves, devastating human communities and the earth with our wars and then working on disaster relief, participating in an economy that favors the wealthiest and then trying to do something about the chronically poor, poisoning land and air and water as we try to make a profit and then seeking cures for new diseases. At the time when many of my friends were going to college, I realized that I was called to a life-work that dealt with the real but often unacknowledged connection between things. I have found that at St. Francis Farm.
When it became clear that we needed to incorporate I was afraid that we would lose our ability to be flexible and work on making connections. I read the applicable laws and came away feeling overwhelmed, wondering if we could explain our varied work in a way that would make any sense to the Dept. of State. But we have been blessed with the help of Professor Deb Kenn of the law department at Syracuse University and two of her third-year students who are helping us with the incorporation process pro bono as part of the legal clinic program. They have dealt bravely and patiently with the outside-the-box nature of this place. With their help we have written a mission statement that lists some of our specific activities as examples of the projects we undertake out of the basic concern which has remained the same here through the changes: modeling an alternative way of life, ministry of presence, prayer and service, sustainability, simplicity. This was satisfactory to the State Department; the one change we have had to make is in our official name, from St. Francis Farm (which was already claimed) to St. Francis Farm Community. As we proceed with writing bylaws and applying for 501©(3) status I hope that we will be able to keep the focus on the central concerns of our work which are outlined in the mission statement, which connect the odd assortment of particular works we may be involved in at any given time.I need to bring this to mind on the days when I feel as though I am juggling an impossible array of separate tasks. It is still too easy for me to get caught up in each particular task and forget what gives it importance. I need to remember the Spirit who lives in all of us, from whom come all integrity and all unity. When I am close to that center, there are no more arbitrary divisions, and I am able to see clearly, to work and to love. For me at least, this is where the work of peace and justice must begin.
Tax exempt status and land ownership:
St. Francis Farm Community now officially owns the land which has been its home for almost thirty years. Time of Jubilee, the Syracuse-based land trust which held the title for Fr. McVey for twenty one years and then asked us to form our own land-holding entity, transferred the title to us on September 2. This is the end of a lot of legal paperwork, and the beginning of a new set of questions about our use of the land. Much of our land is wooded. A state forester told us three years ago that we had timber which was ready to be harvested, and some stands which should be thinned. Now we are legally able to harvest timber. We are conscious of having a valuable resource in an area where there are many needs; we also want to preserve the complex network of life that has grown in our woods, and the beauty of the land. We will be consulting the College of Environmental Science and Forestry and others as we consider how to be good stewards of this resource. Friends have come to walk the hayfields with us and help us figure out how to keep getting what we need for our goats and Unity Acres’ cows without depleting the soil. Friends have suggested that our woods and fields offer a good space for nature walks and study. We still have a lot to learn.
We were granted federal tax-exempt status in June. We recognize that many Catholic Workers choose not to seek this status, preferring to remain clearly independent of the federal government and to encourage people to give out of love and at personal sacrifice without an added incentive in the form of a tax deduction. We also know people who do not wish to support war through their income taxes. By living more simply, making less money, and making donations to tax-exempt organizations that work for peace and justice, they are freed from the obligation to pay war taxes. When we had to incorporate in order to hold the title to the land, we decided that we needed to seek tax exemption. Federal tax-exempt status is required to exempt us from paying property taxes which consume over a third of our budget. We had expected to be tax-exempt before this year’s school and property taxes were due; we forgot how long it takes some larger and more official organizations to process paperwork. We’re looking at a substantial tax bill but it frets us less than it did three years ago as all we need has been provided over and over. Our thanks go out to Father Tony Keeffe, who has helped us plod through the paperwork, to his lawyer friend who gave us pro bono legal help ,and to his former parishioner who shared his expertise in accounting with us and helped us organize financial information for the IRS.
Our board of directors (introduced in the March newsletter) met with us in June and will be meeting again on September 28. Between meetings individual members have taken time to call and visit, to weed and pick in the garden, to look at what needs fixing in the farmhouse, to help dig a ditch for a buried electric wire, and to help us think and pray about the many decisions we have to make. We are trying to discern how to respond to the need for decent housing in this area. We need to clarify our purpose in bringing groups to the farm; are we primarily trying to get help with the basic work of the farm? to educate students about the hidden costs of the consumer lifestyle, and model an alternative? to provide a breathing space in which spiritual discernment may take place? We need to work on how we communicate with prospective groups about who we are and what we are trying to do. We need to figure out how to balance work with groups and our time with local children. We need to look again at the optimal size of the core community and at how we invite people to share in our work. We don’t expect the people on our board to have the answers to all these questions, but it is a blessing to have the perspective and support of such a diverse group of people, some who knew the farm long before we did, some who are new to this place but bring rich experience from other work and ministry. It is also a blessing and a challenge to do ‘official business’ in a truly communal and spiritual way, finding a process that allows everyone to be heard and makes quiet spaces for listening to the still small voice. We began the incorporation process with some reluctance, and sometimes the legal work is a headache and we don’t seem to fit any of the forms; but it is becoming clear to us that in this as in everything else there are gifts and chances for further growth hidden among the tasks and frustrations along the way