ARTICLE II     Authority and Duties of the          
                             Board of Directors  






SECTION  2.01  Authority of the Steering Committee
The Steering Committee is the policy-making body and may exercise all the powers and authority granted to the Project under the non-profit organization within which it is authorized.

SECTION 2.02  Steering Committee Role, Size, Compensation
The Steering Committee is responsible for overall policy and direction of the HFP and delegates responsibility for day-to-day operations to any committees, task forces, or staff that the Steering Committee establishes. The Steering Committee shall have up to 7 and not fewer than 3 members. Steering Committee members shall serve without compensation with the exception that expenses incurred in the furtherance of the HFP’s business are allowed to be reimbursed with documentation and prior approval.    

SECTION 2.03  Steering Committee Elections and Tenure
Each member of the Steering Committee shall hold office for a term of three (3) years. Each member will be elected to the Steering Committee by a simple majority vote by the other members of the Steering Committee.In the case of the first Steering Committee, interested participants may apply for positions and subsequently may be voted into office by the remaining participants. A simple majority is necessary for approval for each position.Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of his/her term shall be filled by a simple majority vote of the remaining Steering Committee members. In the event of a tie vote, the Chair shall choose the succeeding Steering Committee member. Steering Committee members will nominate their successors. To be approved, each nominee must be accepted by the members of the Steering Committee by a simple majority vote.  A Steering Committee member elected to fill a vacancy shall be elected for the unexpired term of that Steering Committee member's predecessor in office.

SECTION  2.04   Regular Meetings
The Steering Committee shall meet at least 3 times a year, at an agreed upon time and place. 

SECTION  2.05  Special Meetings
Special meetings may be called by any member of the Steering Committee by notice through email or phone.  

SECTION 2.06  Notice of Meetings
Notice of each meeting shall be given to each voting member, by email or phone, not less than 2 days before the meeting.

SECTION 2.07   Quorum
A quorum shall consist of a majority of the Steering Committee attending in person or through teleconferencing. All decisions will be by simple majority of the Steering Committee members present at a meeting at which a quorum is present. If less than a majority of the Steering Committee members is present at said meeting, a majority of the Steering Committee members present may adjourn the meeting on occasion without further notice.

SECTION 2.08   Action without a Meeting
Any action required or permitted to be taken at a meeting of the Steering Committee (including amendment of these Bylaws) or committee may be taken without a meeting if all the members of the Steering Committee or committee consent in writing (email is acceptable) to taking the action without a meeting and to approving the specific action by return email. Such consents shall have the same force and effect as a simple majority vote of the Steering Committee or the committee as the case may be.

SECTION 2.09   CommitteesThe Steering Committee may, by resolution adopted by a simple majority vote by the Steering Committee members in office, establish committees or advisory boards of the Steering Committee composed of at least 1 person, which, except for an Executive Committee, may include non-Steering Committee members. The Steering Committee may make such provision for appointment of the chair to such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the HFP.  

            ARTICLE III    Authority and Duties 
                            of Officers








Section 3.01  Officers
There shall be at least 1 officer of the Steering Committee, who acts as Chair.  Other officers are a Vice Chair, Secretary, and Treasurer. The Steering Committee may establish co-chairs in lieu of a Chair and Vice Chair. Any 2 or more offices may be held by the same person, except the offices of Chair and Secretary or Treasurer.  These officers constitute the executive committee. The duties of the officers include the following:

The Chair shall convene regularly scheduled Steering Committee meetings, provide the agenda of said meeting, and shall preside over or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-chair, Secretary, and Treasurer.

The Secretary shall be responsible for keeping records of Steering Committee actions, including overseeing the taking of minutes at all Steering Committee meetings, sending out meeting announcements, distributing copies of minutes (by email is allowed) to each Steering Committee member, and assuring that project records are maintained.

The Treasurer shall make a report at each Steering Committee meeting. The Treasurer makes financial information of the project available to Steering Committee members and the public.

The operations of the HFP will be under the supervision of a Project Director. The Project Director may or may not be a member of the Steering Committee.

The Communications Liaison shall write or edit all printed material that is distributed to the public, such as mission statement, goals, vision, Website material, fliers, brochures, newsletters, and handouts.

The Steering Committee will also include a position of a farmer liaison.


The Communication Coordinator shall write or edit all printed material that is distributed to the public, such as mission statement, goals, vision, Website material, fliers, brochures, newsletters, and handouts.

Section 3.02  Appointment of Officers; Terms of Office
The officers of the HFP shall be elected by a simple majority vote by the Steering Committee at regular meetings of the Steering Committee, or, in case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Steering Committee by a simple majority vote. Terms of office may be established by the Steering Committee but must be renewed every 3 years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.

Section 3.03   Resignation
Resignations are effective upon receipt by the Secretary of the Board of a written notification. Signatures are required, therefore emailed resignations are not acceptable.

Section 3.04    Removal
An officer may be removed by the Steering Committee at a meeting, or by action in writing whenever in the Steering Committee's judgment the best interests of the Project will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 3.05  Signing of Steering Committee Members' Code of Behavior All members of the Steering Committee will sign the following Code of Behavior: As a Steering Committee member of HFP, I will:

•  be committed to the mission of HFP
•  act in a manner consistent with the mission, values, and bylaws of HFP
•  focus my committee-related efforts on the mission of HFP and not on my personal goals
•  accept responsibility and share power in order to work as a productive, cooperating member of the Steering 
      Committee
•  avoid conflicts of interest between my position as a Steering Committee member and my personal and professional 
      life
•  support in a positive manner all actions taken by the Steering Committee even when I am in a minority position on 
      such actions
•  never exercise authority as a Steering Committee member except when acting in a meeting with the full Steering 
      Committee or as I am delegated by the Steering Committee
•  keep confidential matters confidential
•  be accountable to the membership and the community for competent, conscientious and effective accomplishment 
      of the obligations of the Steering Committee

•  ensure that discrimination is never practiced at HFP
•  act in a manner consistent with this Code of Ethics despite personal opinions, values or differences
•  attend meetings consistently, prepare for meetings, participate fully, and otherwise fulfill my fiduciary 
      obligations to HFP

Section  3.06   Paid Staff The Steering Committee may hire such paid staff as they deem proper and necessary for the operations of the Project. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Steering Committee.

                    ARTICLE IV       Committees





Section 4.01 Committee Creation
The Steering Committee may create committees as needed. The Steering Committee Chair appoints all committee chairs.

Section 4.02  Executive Committee
The officers (from 2 to 4 in number) shall serve as the members of the Executive Committee. Except for the power to amend the Bylaws, the Executive Committee shall have all of the powers and authority of the Steering Committee in the intervals between meetings of the Steering Committee, subject to the direction and control of the Steering Committee.

Section 4.03  Finance Committee  The Treasurer is chair of the Finance Committee, which includes members and up to two other Steering Committee members. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget with staff and other Steering Committee members. The Steering Committee must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Steering Committee or the Executive Committee.

Annual reports are required to be submitted to the Steering Committee showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Steering Committee members, and the public. The processes will be in accordance with the policies of the non-profit organization under whose authority the HFP operates.

             ARTICLE VII      Financial Administration

 



Section 7.01   Fiscal Year
The fiscal year of the Project shall be January 1 – December 31 but may be changed by resolution of the Steering Committee or the sponsoring organization.

Section 7.02   Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Steering Committee, any committee to which such authority has been delegated by the Steering Committee, or the sponsoring organization.

Section 7.03  Deposits and Accounts
All funds of the Project, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Steering Committee or any committee or staff to which such authority has been delegated by the Steering Committee may select, or as may be selected by the Steering Committee Chair or by any other officer or officers or agent or agents of the Project, to whom such power may from time to time be delegated by the Steering Committee or the sponsoring organization.  For the purpose of deposit and for the purpose of collection for that account of the Project, checks, drafts, and other orders of the Project may be endorsed, assigned, and delivered on behalf of the Project by any officer or agent of the Project.

Section 7.04  Investments  
The funds of the Project may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Steering Committee or the sponsoring organization may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(5) of the Internal Revenue Code.

                                    ARTICLE IX   Amendments
These Bylaws may be amended when necessary by a two-thirds majority of the Steering Committee. Proposed amendments must be submitted to the Secretary to be sent out with regular Steering Committee announcements.

These Bylaws were approved at a meeting of the Steering Committee of Hansville Farm Project on             April 28, 2012            and signed by the Co-Chairs of the Steering Committee, ___Beverly Parsons and Joyce Hart__, Hansville Farm Project Group.