Agrarian Commons Bylaws
The 501(c)(25) differs from the 501(c)(2) in that with the 501(c)(25), Membership is limited to 501(c)(3) parent organizations who are designated as “Members.” Members are the legal parents of the Agrarian Commons, but the Board of Directors makes most governance and financial decisions. Members, however, must approve Board of Director decisions with regard to: membership dues, removal of an elected Director, sales of land, Articles or bylaws amendments, establishing or altering a “resale formula,” and dissolution of the Commons. Directors select officers (e.g. President, Treasurer), but Members elect Directors.
Two-thirds (⅔) of the total Board is comprised of community members (any non-leasing person who is resident of the region served by the Commons), and no more than two Directors can be Agrarian Trust or other parent organization directors. Lessees and community stakeholders designate one-third (⅓) of the 501(c)(25) Agrarian Commons board. If the relevant state statute only allows Members to elect board seats, a separate meeting is necessary for soliciting nominations and other feedback from lessees and community stakeholders, as these stakeholders cannot be Members.
Section 3: Voting and Other Rights
“ . . . [S]hould the Commons hire an investment advisor, Members may dismiss such investment advisor upon a majority vote of the Members” is required language that must be included in 501(c)(25) bylaws. It does not intend for an advisor to be a Member with voting rights, but simply a hired advisor. This language is also required language for the Articles of Incorporation.
Section 4: Termination of Membership
“A member may terminate their membership by having their membership redeemed by the Commons after the member has provided 90 days notice to the Commons” is required language. The Commons must redeem membership and/or transfer to another eligible organization.
Board of Directors, Composition and Nomination
Two-thirds (⅔) of the total Board should be community members (any non-leasing person who is resident of the region served by the Commons), and no more than two Directors can be Agrarian Trust or other parent organization Directors. “One-third (⅓) of the total Board shall be designated by Lessees and Community Members.” This ⅓ designation will work in states (like CA) that allow “designators” to fill certain board seats. If the relevant state statute only allows members to elect board seats, then the members will need to elect the entire board but lessees and community stakeholders could nominate or recommend some portion of the slate without voting. A separate meeting or alternative process may be necessary for soliciting nominations and other feedback from lessees and community stakeholders. This process does not need to be spelled out in the bylaws.
Duties of the Board of Directors
If the Board decides to distribute net income differently than in equal parts to each Member, Section 11q needs to be edited to reflect another formula for sharing income among parent organizations.
Local statutes might require notice for the Board of Directors meeting that occurs after the Annual Meeting. Article 4, Section 1 can be edited to reflect local statutory requirements.
Powers of the Board
Because powers of the Board are shared among two or more 501(c)(3) parent entities/Member organizations, often each parent/Member organization will need to go through their own internal decision-making processes regarding issues such as debt financing. These processes can be spelled out in a separate agreement outside of the bylaws.
Member organizations/parent entities may choose to designate nonprofit transferees in their bylaws to eliminate complications later on. There may be limitations on transfers based on the transferee’s tax-exempt status, and Commons may choose to integrate their intentions into the first paragraph of Article 6, Section 2, instead of a bulleted priority list, if entities on such list are not qualified to receive a land transfer due to their tax-exempt status. The “first right to purchase” clause at the end of this section should only be enacted if there is not another 501(c)(3) able to take on the administration of the Ground Lease, since otherwise the first right to purchase by lessees would amount to re-commodification of the land.
Article 1: Name and Purpose
- Name. The name of this organization shall be [state or region] Agrarian Commons, hereinafter referred to as the “Commons.”
- Purpose. The exclusive purpose of the Commons shall be to own and preserve ecologically significant agriculture land and agrarian community real estate and real property assets (hereinafter “Agricultural Land” or “land”) as a title holding corporation exempt from federal income tax under IRC 501(c)(25). All income collected from the leasing and rental of such land and real estate and property, sale of infrastructure on such land, and all other funds collected by the Commons, less expenses, shall be turned over to members of the Commons. Members shall at all times be organizations described in 501(c)(25)(C). The initial members are Agrarian Land Trust (EIN# 47-5508054), an organization qualifying as exempt under IRC 501(c)(3), and ___________.
Article 2: Membership
Section 1: Membership
The Commons shall have a single class of members, which shall consist solely of organizations described under 501(c)(25)(C). At no time shall the Commons have less than 3 or more than 35 members. The initial members shall be:
a. Agrarian Land Trust (EIN# 47-5508054), an organization qualifying as exempt under IRC 501(c)(3), and
b. [name of additional parent organization]
Section 2: Dues
The Board of Directors may require dues to be paid by members of the Commons. The dues need not be equal for each member. The decision to require dues, and the initial amount of dues, must be approved by all elected Directors.
Section 3: Voting and Other Rights
Except with regard to the selection of Board Members, the membership constitutes one body acting as a whole by way of consensus. That failing, matters will be resolved by voting in accordance with the Decision Making procedure outlined in Article 3, Section 5. Members may create advisory committees to guide their Board appointments and other decisions, but final decision-making authority shall rest with the Members.
Notwithstanding the above, should the Commons hire an investment advisor, Members may dismiss such investment adviser upon a majority vote of the Members.
Memberships, and any rights arising from membership, are non-transferable.
Section 4: Termination of Membership
A member may terminate their membership by having their membership redeemed by the Commons after the member has provided 90 days notice to the Commons. The Commons may terminate a membership, after providing the member the opportunity to communicate their case, for:
- Failure to pay dues for three (3) consecutive periods
- Failure to satisfy membership qualifications
- Other reasonable grounds as determined by the Board of Directors
The Board shall create, and annually communicate to all members, a fair and reasonable procedure for terminating memberships that, at a minimum, includes (1) 20 days notice prior to termination, (2) a two-thirds vote of the Board of Directors, and (3) an opportunity to be heard by a person or body authorized to decide on the termination, orally or in writing, at least 5 days before the date of termination.
Section 5: Membership Meetings
a. Definition. A “Membership Meeting” is any meeting of the members of the Commons.
b. Notice of Meetings. Written notice of every Membership Meeting shall be given to all Members and shall include an agenda for the meeting. Notice shall be mailed at least seven days prior to a meeting. Notice shall be mailed at least seven days prior to a Membership Meeting, and notice may be given through additional, alternate communication forms if those forms are more accessible for members. If mailed, the notice shall be deemed delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the Commons with postage thereon prepaid.
c. Annual Meetings. The “Annual Meeting of the Membership,” a Membership meeting that occurs annually for reports to the Membership by the Board of Directors and Officers, the election of Directors, the assessment of dues, and the transaction of other business, shall be held in the fourth quarter of each year. The location and specific time of the Annual Meeting shall be determined by the Board of Directors. Notice of the Annual Meeting shall include a list of those persons nominated for the Board of Directors as provided in Article 3 of these Bylaws.
d. Regular Meetings. A regular meeting is any Membership Meeting other than the Annual Meeting of the Membership or any special or emergency meetings. Regular Meetings may be scheduled by the Membership at such times and places as they shall establish at the Annual Meeting.
e. Special Meetings. Special Membership Meetings may be called by the Board of Directors or by a written petition, addressed to the President of the Commons, signed by at least [one tenth (10%)] of the Membership. At a Special Meeting, only those matters stated on the agenda, as included in the notice of the meeting, may be acted upon by the Membership.
f. Open Meetings. All Membership Meetings shall be open to any person, though only members may verbally participate.
g. Participation by Telephone. Members may participate in a meeting of members by means of a conference telephone or similar communication equipment provided all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
h. Minutes. Minutes of all Membership Meetings shall be recorded by the Secretary of the Commons or by another person designated by the Board of Directors. Minutes for every meeting shall be approved by the Regular Membership at the next Membership Meeting. The Secretary shall share all minutes within seven (7) days after each meeting with all Members.
i. Quorum. A quorum shall consist of [fifty (50)] percent of the total Membership, as determined by the Secretary of the Commons. If a quorum is not present, matters may be voted on electronically, at the convening of a special meeting, or during the next meeting.
j. Action Outside of a Meeting. The Membership may take any action that it might lawfully take at any meeting of the Membership in the absence of such a meeting but with the same effect as if adopted or taken at such a meeting by written, unanimous consent of the entire Membership. A written statement of the action and the effective date of such action shall be included in the records of the Commons.
k. Decision-Making. Whenever possible, decisions shall be made at Membership Meetings by the consensus of the Members present, a quorum being assembled. In the event that consensus is not attained, a decision shall be made by an affirmative vote of a majority of the Members present and voting, a quorum being assembled, except as otherwise provided in these Bylaws. Voting shall be conducted on a one-person, one-vote basis. Before a vote is held on any motion, the exact language of the motion shall be recorded by the Secretary and read to the Membership, and all Members present shall have a reasonable opportunity to express their opinions on the proposition. Voting by proxy is prohibited, unless the Board adopts a decision to allow proxy voting. In that case, the Board will also adopt a process and plan for executing proxy votes and communicate this to all members.
Article 3: Board of Directors
Section 1: Number
The Agrarian Commons Board of Directors (“Board”) will have no less than six (6) and no more than 18 (eighteen) directors, as designated by resolution of the Board from time to time. Directors shall be comprised of both Members and non-Members.
Section 2: Qualification
Directors shall be individuals who have reached the age of majority and shall have such other qualifications as the Board of Directors may prescribe by resolution or amendment of these Bylaws.
Section 3: Composition
Two-thirds (2/3) of the total Board shall be elected by the Members. A majority of these shall be Community Members, defined as any non-leasing person who is a resident of [region served by Agrarian Commons] and who is committed to actively furthering the purposes of Agrarian Land Trust, [second parent organization], and Agrarian Commons. No more than two (2) Directors shall be Directors of Agrarian Land Trust or [other parent organization(s)]. No more than two (2) Directors shall be both non-leasing and a non-resident of [region served by the Commons].
One-third (1/3) of the total Board shall be designated by Lessees and Community Members.
The Board shall prioritize community stakeholders, and racial and economic diversity in alignment with Agrarian Trust’s Statement on Racial and Economic Equity.
Section 4: Compensation
Directors shall not receive compensation for their services as such, although the reasonable expense of directors for attendance at Board of Directors meetings or otherwise directly incident to their duties as directors may be paid or reimbursed by the Commons. Directors shall not be disqualified from receiving reasonable compensation for services rendered to or for the benefit of the Commons in any other capacity.
Section 5: Nomination of Directors
For all regular elections, Lessee and Community Member Representative Directors shall be nominated as follows:
a. Lessee Member Representative.
i. Lessee Members may nominate Lessee Representatives to the Board from among themselves. These nominations must either be submitted in writing to the Secretary of the Commons at least ten days prior to the Annual Membership Meeting or be made from the floor at the Annual Meeting. The Secretary of the Commons or staff of the Commons is responsible for soliciting nominations from the Board of Directors at least twenty days prior to the Annual Meeting of the Board.
ii. In the event that, at the time when the notice of the Annual Membership Meeting is to be sent out, no Lessee Representative has been nominated, the Board of Directors shall nominate at least one Lessee Representative candidate. In making such nominations, the Board shall select actual Lessees to the extent that they are available to serve on the Board of Directors. Otherwise the Board shall select persons who can reasonably be expected to represent the typical interests and concerns of Lessees.
b. Community Member Representatives.
i. Community Members may nominate Community Member Representatives to the Board from among themselves. These nominations must either be submitted in writing to the Secretary of the Commons at least ten days prior to the Annual Membership Meeting or be made from the floor at the Annual Meeting. The Secretary of the Commons or staff of the Commons is responsible for soliciting nominations from the Board of Directors at least twenty days prior to the Annual Meeting of the Board.
ii. If, at the time the notice of the Annual Membership Meeting is to be sent out, the number of nominations for Community Member Representative is less than the number of Community Member Representative seats to be filled, the Board of Directors shall nominate enough candidates so that the total number of candidates is sufficient to fill the number of seats to be filled.
c. Notice of Nominations. A list of all persons nominated in both of the Member Representative categories shall be included with the notice of the Annual Meeting.
Section 6: Election of Directors
If there are two or fewer Members of the Commons, Members shall elect Directors by consensus. If there are three or more Members, Directors shall be elected by at least a majority vote.
Section 7: Vacancies
a. If any designated Director vacates their term or is removed from the Board, the remaining Directors (though they may constitute less than a quorum) may elect a person to fill the vacancy, or may, by unanimous agreement, decide to leave the position vacant until the next Annual Meeting of the Membership.
b. Any person elected to fill a vacancy on the Board of Directors must be one who can be reasonably expected to represent the interests of the constituents and the Members’ mission of diversity in the category (Lessee or Community) in which the vacancy occurs.
c. Replacement Directors elected by the Board shall serve out the remaining term of the person who has vacated the position.
d. If any Director elected by the Members vacates their term or is removed from the Board, the Members shall, within thirty days from the date on which they shall have vacated that office, appoint a replacement representative to fill the vacancy.
Section 8: Terms of Directors
a. Terms of First Directors. After the election and designation of Directors at the first Annual Meeting, each elected and designated Directors shall be assigned, by mutual agreement or by lot, to a three-year or four-year term. Roughly half of the Directors shall be assigned a three-year term and the other half shall be assigned a four-year term.
b. Terms of Successor Directors. Except as otherwise provided in these bylaws, each Director shall serve a full term of three years.
c. Re-election. No elected Representative shall serve as a Director for more than three consecutive elected terms. After a year’s absence from the board, however, a person who has served three consecutive terms may return to the Board, if re-elected, and may serve up to three consecutive elected terms.
Section 9: Resignation
a. Any Director may resign at any time by giving written notice to the President, or in the case of the President’s resignation, by written notice to the Vice President. Unless otherwise specified, such resignation shall be effective upon the receipt of notice by the President.
b. A Director shall be considered to have given notice of resignation and his or her position shall be declared vacant by the Board of Directors if he or she fails to attend Annual Meeting and two regular meetings of the Board in a calendar year, with the exception of emergency meetings, unless good cause for absence and continuing interest in participation on the Board are recognized by the Board.
Section 10: Removal of Directors
An elected Representative may be removed with or without cause by the Members. An Agrarian Land Trust Director serving on the Commons Board may be removed with or without cause, only by the Board of Agrarian Land Trust; a [second parent organization] Director serving on the Commons Board may be removed with or without cause, only by the Board of [the second parent organization].
Section 11: Duties of the Board of Directors
The Board of Directors shall carry out the purposes of the Commons, implement the decisions of the Membership, and be responsible for the general management of the affairs of the Commons in accordance with these Bylaws. Specifically, the Board shall:
a. Approve a written Annual Report to the Membership, and make this report available to all Members. This report shall include a summary of the Common’s activities during the previous year, the Common’s most recent financial reports, and a list of all real estate held by the Commons shall be provided to Members as requested and at least annually.
b. Adopt an annual operating budget prior to the beginning of each fiscal year, and approve any expenditures not included in the budget.
c. Communicate and report to Members quarterly, or as needed, an up-to-date Commons property file, which may include deeds, surveys, leases, conservation easements, farm practice certifications and/or farm or ranch management plans, forest management plans, soil quality tests, and more as requested or as needed for management of Agrarian Commons.
d. Carry out data collection, assessments, evaluation, and related activities to support soil and ecosystem regeneration and carbon sequestration capacity, as necessary to conserve and maintain the property held by the Commons.
e. Select all officers of the Commons.
f. Supervise the activities of all officers, agents, and committees of the Commons in the performance of their assigned duties and investigate any possible conflicts of interest within the Commons.
g. Hire, supervise, and evaluate employees, and adopt and implement personnel policies pertaining to such activities.
h. Provide for the deposit of funds in accordance with these Bylaws.
i. Determine by whom and in what manner deeds, leases, contracts, checks, drafts, endorsements, notes and other instruments shall be signed on behalf of the Commons.
j. Acquire such parcels of land, with or without buildings and other improvements, through donation, purchase, transfer from a Member organization, or otherwise, as the Board shall determine that it is useful and prudent to acquire in furtherance of the purposes of the Commons.
k. Collaboratively decide how to steward and nourish land, ecology, and community including supporting soil regeneration, carbon sequestration, ecosystem diversification, and food production, as necessary to conserve and maintain the property held by the Commons.
l. Convey the right to use Agricultural Land, through leases or other limited conveyances, in accordance with these Bylaws, Good Faith Agreement, and with the primary goal of racial and economic equity, secure and affordable tenure based on agricultural enterprise viability, and lease tenure equity buildings mechanisms.
m. Convey ownership of housing, agricultural buildings, and other improvements on the Common’s Agricultural Land to qualified lessees, as possible, through a ground lease.
n. Convey residential and/or agricultural housing, buildings, and other improvements on the Common’s Agricultural Land to qualified renters or buyers, aligned with and connected to leaseholder agriculture and agrarian enterprises.
o. Exercise, as appropriate, the Common’s option to repurchase (or arrange for the resale of) improvements on the Common’s Agricultural Land.
p. Assure the sound management of the Common’s finances to invest and steward soil and ecosystem health and farm viability, and in accordance with the Good Faith Agreement and federal and state regulations.
q. Ensure that all income collected from holding title to property, less expenses, is turned over to the Members, in accordance with IRC regulations. Net income shall be distributed equally to each Member.
r. Own Agricultural Land as a Commons, keeping land outside of market transfers and mortgage debt. Specifically, the Commons is prohibited from selling Commons land and restricted from acquiring mortgage-based debt.
Section 12: Powers of the Board of Directors
In addition to the power to carry out the duties enumerated above, the Board of Directors shall have the power to:
a. Appoint and discharge advisors and consultants.
b. Create such committees as are necessary or desirable to further the purposes of the Commons. (Any Member or stakeholder of the Commons may be appointed to any committee. No committee may take action on behalf of the Commons except as authorized by the Board of Directors.)
c. Call special meetings of the membership.
d. Approve the borrowing, lending, and investing of money as necessary to further the purposes of the Commons.
e. Exercise all other powers necessary to conduct the affairs and further the purposes of the Commons in accordance with the Certificate of Incorporation and these Bylaws.
Section 13: Limitation on the Powers of the Board of Directors
Action taken by the Board of Directors on any motion for the assessment of membership dues, or the removal of elected Directors shall not become effective unless and until such action is approved by the Regular Membership in accordance with these Bylaws. An action taken by the Board on any motion for the sale of land, the amendment of the Articles of Incorporation or these Bylaws, the establishment or alteration of the “resale formula,” or the dissolution of the Commons, shall not become effective unless and until such action is approved by the Board of Agrarian Land Trust [and other parent organizations].
Article 4: Board Meetings
Section 1: Annual and Regular Meetings
The directors shall meet, without notice, immediately after the Annual Meeting of the Members. Thereafter during the year, the Board shall meet no less often than quarterly, at such times and places as the Board may establish.
Section 2: Notice of Meetings and Waiver of Notice
Except as provided below for emergency meetings, written notice of a Board meeting shall be mailed to all Directors at least [seven days] prior to the meeting, or shall be delivered in person or emailed at least [five days] prior to the meeting. Notice of every meeting shall include an agenda for the meeting.
Any Director may waive any notice required by these Bylaws. Any Director who has not received notice of a Board meeting but has attended that meeting shall be considered to have waived notice of that meeting, unless he or she requests that his or her protest be recorded in the minutes of the meeting.
Section 3: Participation by Telephone
Members of the Board of Directors [or any committee designated by the Board of Directors] may participate in a meeting of such Board of Directors [or committee] by means of a conference telephone or similar communications equipment by which means all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 4: Special Meetings and Emergency Meetings
Special meetings may be called by the President, by any [three] Directors, or by [10%] of the Members of the Commons. Notice must be given as provided above, unless any three Directors determine that the matter at hand constitutes an emergency. When so determined, an Emergency Meeting may be called on one-day notice. Notice of Emergency Meetings, including an announcement of the agenda, shall be given by telephone or in person to all Directors. At any Special or Emergency Meeting of the Board, only those matters included in the announced agenda may be acted upon unless all of the Directors are present at the meeting and unanimously agree to take action on other matters.
Section 5: Quorum
At any meeting of the Board, a quorum shall consist of a majority of the Board of Directors, provided that at least one representative from each of the three categories of representatives is present.
Section 6: Decision-Making
The Board shall attempt to reach unanimous agreement on all decisions. In the event that unanimous agreement cannot be achieved, a decision may be made by a majority of the Directors present and voting, except as otherwise provided in these Bylaws.
Section 7: Actions by Unanimous Consent in Lieu of Meeting
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the state of _______, to be taken at a meeting of the directors of the Commons [or at a meeting of a committee] of the Board of Directors may be taken without a meeting if a consent, in the form of a record setting forth the action taken, shall be executed by all of the directors [or all of the members of the committee], as the case may be, entitled to vote with respect to the subject matter. Such consent shall have the same force and effect as a unanimous vote, and may be described as such. Any such consent shall be inserted in the minutes book as if it were the minutes of a meeting of the Board of Directors.
Article 5: Officers
Section 1: Designation
The officers of the Commons shall be: President, Vice President, Secretary, and Treasurer.
Section 2: Election
The officers of the Commons shall be elected by a majority vote of the Board, from among themselves, at the Annual Meeting of the Board. Any vacancies occurring in any of these offices shall be filled by the Board for the unexpired term.
Section 3: Tenure
The officers shall hold office until the next Annual Meeting of the Board after their election, unless, before such time, they resign or are removed from their offices, or unless they resign or are removed from the Board of Directors. Any officer who ceases to be a member of the Board of Directors shall thereby cease to be an officer.
Section 4: Removal from Office
The officers shall serve at the pleasure of the Board of Directors and may be removed from office at any time by an affirmative vote of two thirds of the entire Board of Directors.
Section 5: Duties of the President
The President shall:
a. Preside at all meetings of the Board of Directors and the Membership when able to do so.
b. Consult with the other officers and the committees of the Commons regarding the fulfillment of their duties.
c. Assure that an agenda is prepared for every meeting of the Membership and the Board of Directors.
d. Call special meetings of the Membership or Board of Directors when petitioned to do so in accordance with these Bylaws.
e. Carry out the duties assigned to the President regarding the removal of a Director.
f. Perform such other duties as the Board of Directors may assign.
Section 6: Duties of the Vice President
The Vice President shall:
a. Perform all duties of the President in the event that the President is absent or unable to perform these duties.
b. Perform those duties assigned to the President regarding the resignation or removal of a Director when the President is disqualified from performing these duties.
c. Assure that up-to-date copies of these Bylaws (incorporating any duly approved amendments) are maintained by the Commons; answer all questions from the Board regarding these Bylaws; and assure that all actions of the Membership and Board of Directors comply with these Bylaws.
d. Assure that any and all committees established by the board of directors are constituted as the board has directed and meet as necessary and appropriate.
e. Perform such other duties as the Board of Directors may assign.
Section 7: Duties of the Secretary
The Secretary shall:
a. Assure that a list of all Members and their mailing and email addresses are maintained by the Commons.
b. Assure that proper notice of all meetings of the Membership and the Board of Directors is given.
c. Assure that motions and votes in meetings of the Membership and Board are accurately represented to those present and are accurately recorded in the minutes.
d. Assure that minutes of all meetings of the Membership and the Board of Directors are recorded and kept on permanent record.
e. Assure that all deeds, title papers, leases, and other documents establishing the Common’s interest in property and rights in particular matters are systematically and securely maintained.
f. Perform such other duties as the Board of Directors may assign.
Section 8: Duties of the Treasurer
The Treasurer shall oversee the finances of the Commons. Specifically, the Treasurer shall:
a. Assure that the financial records of the Commons are maintained in accordance with sound accounting practices.
b. Assure that funds of the Commons are deposited in the name of the Commons in accordance with these Bylaws.
c. Assure that all money owed to the Commons is duly collected and that all gifts of money or property to the Commons are duly received.
d. Assure the proper disbursement of all income, less expenses, to the Members. Income shall be disbursed equally to each Member.
e. Assure that accurate financial reports (including balance sheets and revenue and expense statements) are prepared and presented to the Board at the close of each quarter of each fiscal year.
f. Assure that such reports and returns as may be required by various government agencies are prepared and filed in a timely manner.
g. Assure that an annual operating budget is prepared and presented to the Board for its approval prior to the beginning of each fiscal year.
Article 6: Maintenance of Land
Section 1: Encumbrance of Land
The decision to mortgage or otherwise encumber land owned by the Commons shall require the approval of the Board of Directors, the unanimous consent of any parties to whom such land is leased, and allowable by Member organization bylaws, and approved by the Members, and shall not exceed 20% of the equity in land. Any such encumbrance shall be subordinated to any leases relating to such land. Allowable exceptions include: conservation or affirmative easements, Agrarian Land Trust Option and/or Right to Recovery, and other similar and aligned encumbrances that enhance the mission and intent of Agrarian Land Trust and the Commons.
Section 2: Transferring Land
If Agrarian Commons should dissolve as a corporation for any reason, or cease to engage in carrying out the purposes set forth in its Articles of Incorporation, all of its properties shall be transferred to the Members. If the Member organizations dissolve, such properties shall be transferred to the nonprofit fund, foundation, or corporation designated by the Members which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under IRC 501(c)(3).
If such organization has also dissolved or is unable to steward the Common’s properties, the Commons shall make every reasonable effort to (in order of priority):
- Transfer to the people who have been stewarding the land as an Agrarian Commons, especially if those people are indigenous or people of color.
- Transfer to an indigenous community located near each parcel, regardless of whether such community is federally recognized.
- Transfer to a people of color-led land-based organization.
- Transfer to a land-based organization near the location of each parcel.
- Transfer to a land-based organization that has adequate funding, knowledge, resources, and demonstrated commitment to manage the land as a commons.
- Transfer to a land-based organization that is highly democratic.
Notwithstanding the above, a parcel of land may be sold on the open market when it is not a viable or integral component of agriculture, agrarian, community, and/or ecological health and viability of the whole Commons pursuant to a resolution adopted by an affirmative vote by at least two thirds of the entire Board of Directors and with the approval of the Members and agreement to waive Option, Right to Recover, or other similar deed encumbrance rights held by Agrarian Land Trust.
If any of the Common’s land is to be sold on the open market, any lessees of the Commons on that land shall have a first right to purchase the land at its current appraised value. Any and all sales are subject to existing leases, and subsequent buyers are bound by existing leases at the time of sale.
Article 7: Amendment of Articles of Incorporation and Bylaws
The Certificate of Incorporation may be amended and these Bylaws may be amended or may be repealed and new Bylaws adopted only by:
a. An affirmative vote by two thirds of the entire Board of Directors at any regular or special Board meeting, provided that written notice of such meeting has set forth the proposed amendment or replacement, with appropriate explanations thereof; and
b. Unanimous consent by all Members present at any regular or special Membership meeting, a quorum being assembled, provided that written notice of such meeting has set forth the proposed amendment or replacement, with appropriate explanations thereof.
Article 8: Dissolution
A decision to dissolve the Commons and to distribute the Common’s assets in a particular manner in accordance with the Articles of Incorporation shall require:
a. An affirmative vote by two thirds of the entire Board of Directors at any regular or special Board meeting, provided that written notice of such meeting has included a full description of a proposed plan of dissolution; and
b. An affirmative vote by all of the Members present at a regular or special Membership meeting, a quorum being assembled, provided that written notice of such meeting, including a full description of the proposed plan of dissolution, has been given to all Members of the Commons no later than three weeks prior to the meeting.
If the Commons should dissolve for any reason, all of the business, properties, assets, and income of the Commons remaining after payment of all debts and liabilities of the Commons shall be distributed in accordance with Article 6, Section 3 above.
Article 9: Miscellaneous Provisions
a. Fiscal Year. The fiscal year of the Commons shall begin on January 1 of each year, and shall end on December 31 of each year.
b. Office. The principal office of the Commons shall be located at its principal place of business or such other place as the Board of Directors may designate. The Commons may have such other offices, either within or outside the State of________, as the Board of Directors may designate or as the business of the Commons may require from time to time.
c. Deposit of Funds. All funds of the Commons not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories as the Board of Directors from time to time may determine, with a preference for credit unions and other cooperative financial institutions.
d. Checks, etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Commons shall be signed by such officers or agents of the Commons and in such manner as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Commons shall be made in such manner as the Board of Directors from time to time may determine.
e. Loans. No loans or advances shall be contracted on behalf of the Commons, and no note or other evidence of indebtedness shall be issued in its name, except as authorized by the Board of Directors. Any such authorization shall relate to specific transactions.
f. Contracts. Any officer or agent of the Commons specifically authorized by the Board of Directors may, on behalf of the Commons, enter into those contracts or execute and deliver those instruments that are specifically authorized by the Board of Directors. Without the express and specific authorization of the Board of Directors, no officer or other agent of the Commons may enter into any contract or execute and deliver any instrument in the name of the Commons.
g. Indemnification. Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a Director or Officer of the Commons shall be indemnified by the Commons against any and all liability and the reasonable expenses, including attorneys’ fees and disbursements, incurred by him or her (or his or her heirs, executors, or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his or her duties.
h. Books and Records. The Commons shall keep the following records at its registered office or its principal office in the State of ________________
a. Current copies of its Articles of Incorporation and Bylaws, as amended;
b. Correct and adequate records of accounts and finances;
c. A record of officers’ and directors’ names and addresses;
d. Minutes of the proceedings of its Members and Board of Directors, and any minutes that may be maintained by committees having any of the authority of the Board of Directors;
e. Copies of such documents as may be required to be made publicly available under the Code, including copies of its application for recognition of tax-exempt status on Form 1024 and copies of its Form 990; and
f. Such other records as may be necessary or advisable, including but not limited to: property tax invoices and payment, annual monitoring report, building/property/site assessment and plan, conservation easement monitoring reports, and soil and ecosystem data.
Such records may be made available in any manner and by any means permitted under the Act and the Code, as applicable. All books and records of the Commons shall be open at any reasonable time to inspection by any director.
i. Loans to Directors and Officers Prohibited. No loans or advances shall be made by the Commons to any of its directors or officers.
j. Taxes, Fees, Insurance, Endowments. The Commons shall keep current property taxes and fees, maintain insurance on all real estate and assets, and maintain land and building endowment funds. If Agrarian Land Trust [or other Member] is maintaining endowments for the Commons, then the Commons shall fund maintenance of land and buildings with such endowments.
Adopted on: (DATE)
Amended on: (DATE)
Amended on: (DATE)
Amended on: (DATE)