Bylaws

B Y L A W S

Of

FOODS RESOURCE BANK,

A Virginia Nonstock Corporation

Revised June 1, 2006

ARTICLE I

PURPOSE

Section 1. Charitable Purpose under Section 501(c)(3). Foods Resource Bank (sometimes referred to in these Bylaws as “FRB” or the “corporation”) is organized and shall be operated exclusively for religious, charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the United States Internal Revenue Code of 1986 (hereinafter “Code”). As provided in the Articles of Incorporation, the corporation shall not have the power to carry on any activities which would cause it to fail to qualify, or to fail to continue to qualify, as (i) an organization exempt from federal income tax under section 501(c)(3) of the Code (or the corresponding section of any future federal tax code), or (ii) an organization to which contributions are deductible under sections 170, 2055, and 2522 of the Code (or the corresponding sections of any future federal tax code).

Section 2. Specific Charitable Activities and Goals. In furtherance and not in limitation of the purposes stated in Section 1 above and in the Articles of Incorporation:

(a) Foods Resource Bank is a Christian, non-government, humanitarian organization working through its membership in international programs of sustainable food security, which may include integrated developmental activities that enhance production and/or access to food.

(b) FRB response is made in situations where events, either natural or human-made, have caused significant numbers of people to be placed at risk of hunger, malnutrition, starvation or an inadequate supply of food to sustain normal life patterns. FRB 2 assistance is offered without regard to race, gender, belief, nationality, ethnic origin or political persuasion.

(c) FRB assistance will be sensitive to the impact of programming on local agriculture and grass roots capacity, as well as ethical and future implications. FRB assistance will be committed to programs that do not overwhelm local capacity or undermine local markets.

(d) FRB recognizes that peace, reconciliation, and advocacy are integral components of any program that responds to world hunger.

ARTICLE II

MEMBERS

Section 1. Basic Qualifications for Membership. Members of the corporation shall consist of Christian denominations and their agencies that have a constituency of members and possess established programs and implementing partners in international situations that have the capacity to address issues of sustainable food security,

Each member agrees to work with its constituency and ecumenically in furtherance of the goals of FRB, and also agrees to support the administrative functioning of FRB with at least $5,000 per year. Membership will be reviewed annually by the members of the corporation.

Section 2. Requirements for Membership; Approval. The initial members of FRB are those organizations who are members on the date these Bylaws were approved, as listed in the records of FRB. Additional organizations may be admitted as members if they apply for membership by submitting:

(a) a letter of application;

(b) proof that they are tax exempt under Section 501(c)(3) of the Internal Revenue Code.

(i) for those organizations that are churches, integrated auxiliaries of churches and conventions or associations of churches who have not submitted an application for tax exemption 3 with the IRS, such organization shall prepare and deliver a letter to the corporation stating that it qualifies as a church, integrated auxiliary of a church, or as a convention or association of churches and that it is tax exempt under Section 501(c)(3) of the Code because it qualifies under Section 508(c)(1) of the Code, and that the organization did not submit an application for tax exemption to the IRS and the IRS has made no written determination that the organization is entitled to a tax exemption under Section 501(c)(3) of the Code.

(ii) for all other members: a copy of the determination letter from the IRS stating that the Member is exempt from tax under Section 501(c)(3) of the Code; a letter from the Chairperson of the organization stating that to the best of his knowledge the member’s tax exempt status has not been revoked or challenged; a copy of the member’s most recent Form 990 filed with the IRS and its most recent annual report filed with the State of its incorporation.

(c) are recommended by two existing members, and are approved for membership by the affirmative vote of two-thirds of the Directors on the Board of Directors.

An organization that is admitted as a member shall, during the term of its membership: (i) annually submit to the Corporation copies of its most recent Filed Form 990 (if one has been filed]; its most recent financial statements for its just completed fiscal year; and such additional documents, reports, forms and information as the Board of Directors may require Members to submit to the Corporation. A member’s Form 990 and financial statements shall be submitted within sixty (60) days after these are completed. A member shall also promptly notify the corporation loses its 501(c)(3) tax exemption or if this tax exemption is challenged or threatened with revocation.

Section 3. Membership File. A membership file shall be maintained for each member, and shall include the materials submitted pursuant to Section 2 above in support of the member becoming a member and all documents, information, financial statements and Forms 990 submitted to the corporation by the member after becoming a member.

Section 4. Member Account. FRB shall establish a financial account for each member from which to fund sustainable food security programs. 4

Section 5. Resignation and Removal of a Member. A member may resign from the membership by providing written notice of resignation to the corporation, signed by an authorized representative of the member organization. A member may be removed by a vote of two-thirds of the members present at a meeting of members, provided notice of the proposed removal has been given in the notice of the meeting.

Section 6. Voting Rights of Members. Each member shall be entitled to one vote on any matter on which members are entitled to vote in a corporation organized with voting members and on any other matters which the corporation’s Articles of Incorporation or Bylaws may require be approved by a vote of the members. There shall be no proxy voting and no cumulative voting.

Section 7 . Annual Meeting. There shall be an annual meeting of the members for the purpose of approving new members or removing current members as provided for in Article II, and approving any changes in the Articles of Incorporation or Bylaws as provided in Article XI of these Bylaws, and for such other purposes as may be specified in the notice of meeting or may arise for consideration at such meeting. The Board of Directors shall determine the time and place of each annual meeting of the members.

Section 8. Action by Majority or Other Vote. The vote of a majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present shall be necessary for the adoption/approval of any matter voted upon by the members, unless a greater percentage/number is required by applicable law, the Articles of Incorporation, or these Bylaws.

Section 9. Special Meetings. A special meeting of the members shall be held on call of the chairman of the Board of Directors, the President, the Board of Directors or by members having one-twentieth of the votes entitled to be cast at such a meeting.

At a special meeting, only business within the purpose or purposes described in the meeting notice required by Section 11 below may be conducted.

Section 10. Staff Participation in Meetings of Members. Staff participation in the annual meeting of the members or any special meeting of the members shall be at the discretion of the President or at the explicit request of the Chairperson. 

Section 11. Notice of Annual and Special Meetings.

(a) The corporation shall give members written notice of the date, time and place of each annual and special meeting of the members. Such notice shall be given, either personally or by mail, no less than thirty (30) nor more than sixty (60) days before the date of the meeting. (

b) In lieu of delivering notice as described in the subsection (a) above, the corporation may give members written notice of the date, time and place of each annual and special meeting of the members by a form of electronic transmission consented to by the member to whom the notice is given. The term “electronic transmission” shall be defined according to the Virginia Nonstock Corporation Act, as the same presently exists or is hereafter amended, which presently defines “electronic transmission” to mean any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.

A notice given by a form of electronic transmission shall be given as far in advance as would be required if the notice was delivered as specified in subsection (a) above. Any such consent of a member to receive notice by electronic transmission shall be revocable by the member by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (ii) such inability becomes known to the secretary or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

A notice given by electronic transmission shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the member has consented to receive notice; (ii) if by electronic mail, when directed to the record address of the member or to such other electronic mail address at which the member has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the member of such specific posting when such notice is directed to an address at which the member has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (iv) if by any other form of electronic transmission when consented to by the member. An affidavit of the Secretary or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 

The corporation may select those forms of electronic transmission that it wishes to utilize and the member is limited to receiving notice only through those forms of electronic transmission. A member may not require that the corporation use a form of electronic transmission that the corporation’s Board of Directors has not elected to use.

(c) Notice of an annual or special meeting shall state the purpose or purposes for which the meeting is called.

(d) If an annual or special meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for the adjourned meeting is or shall be fixed, them the notice of the adjourned meeting shall be given under this section to persons who are members as of the record date.

Section 12. Quorum. Unless a greater or lesser quorum is provided in the Articles of Incorporation, these By-Laws or in applicable law, at any annual or special meeting of the members the presence of sixty percent (60%) of the members entitled to vote at the meeting shall constitute a quorum.

Once a member is present at a meeting, this member is deemed present for quorum purposes for the remainder of the meeting and for adjournment, unless a new record date is set for that adjourned meeting.

Section 13. Place of Meeting. A meeting of the Members shall be held at such location as may be approved by the Board of Directors. If no location is specified, the meeting shall be held in Kalamazoo County, Michigan.

Section 14. Record Date. The record date for determining members entitled to notice of and to vote at an annual or special meeting of members is the close of business on the day before the effective date of the notice to members. A determination of members entitled to notice of or to vote at a members’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 15. Waiver of Notice. A member may waive any notice of a meeting required by these Bylaws, the Articles of Incorporation or law. The waiver shall be in writing, be signed by the member entitled to such notice and be delivered to the Secretary of the corporation for inclusion in the minutes or filing with the corporate records.

A member who attends a meeting: (a) waives objection to lack of notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 16. List of Members. The officer or agent having charge of the record of members of the corporation shall make, at least ten (10) days before each meeting, a complete list of the members, with the address of each. For a period of ten (10) days prior to the meeting, the list of members shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for purposes thereof. The original record of members shall be prima facie evidence as to who are the members entitled to examine such list or records or to vote at any meeting of members. The right of a member to inspect a list of members prior to a meeting of the members shall be subject to the limitations set forth in the Virginia Nonstock Corporation Act.

ARTICLE III

DIRECTORS

Section 1. Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business of the corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation.

Section 2. Standards of Conduct for Directors. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith judgment of the best interests of the corporation.

Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: 

(a) One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented.

(b) Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person’s professional or expert competence;

(c) A committee of the Board of Directors of which he is not a member if the director believes, in good faith that the committee merits confidence.

Section 3. Duties ; Basic Powers. Directors shall use good faith efforts to recuse themselves from votes and actions in which they have a direct or indirect personal interest (as such term is defined in section 13.1-871 of the Virginia Nonstock Corporation Act or successor provision of law), and to notify the remaining directors of such interest; provided, however, that a failure of a director or officer to recuse himself or herself from any vote shall not affect the validity of such vote, to the fullest extent permitted by law. Proceedings in matters in which one or more directors have such a direct or indirect personal interest shall conform to the applicable procedures of section 13.1-871 of the Virginia Nonstock Corporation Act or successor provision of law, including, without limitation, performance of all duties imposed on them collectively or individually by law, the Articles of Incorporation, and these Bylaws; and supervision of all officers, Executive Staff members, employees, and agents of the corporation to assure proper performance of their duties. In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the corporation which is not by law or by the Articles of Incorporation or by these Bylaws required to be taken by some other party. It shall be the responsibility of the Board to solicit the views of the membership and to obtain and evaluate all relevant data.

Section 4. Number of Directors; Appointment and Election. Each member of the corporation shall appoint one individual to serve as a director on the Board of Directors (“Appointed Directors”). The Board of Directors shall elect additional directors to the Board of Directors (“At-Large Directors”). The number of At-Large Directors shall be not less than two (2) and not more than ten (10), with the Board of Directors establishing by resolution how many At-Large Directors will be appointed, provided that is within the minimum and maximum range established in these Bylaws. Only the members may change the minimum and/or maximum number of At-Large Directors that can be elected. 

The At-Large Directors shall be elected by the plurality vote of the directors voting at a meeting at which a quorum is present. A Director whose position is subject to election shall not participate in the voting.

No person shall be named or elected as a director without his prior consent.

Section 5. Term. The term of office for all Directors shall be three (3) years, with the terms of approximately one-third of all Directors expiring each year. To establish the staggered terms for the Board of Directors, of the Directors elected immediately after the adoption of these Bylaws, one-third shall be assigned a one year term, one-third shall be assigned a two year term and one-third shall be assigned a three year term. As the terms of each director expires, the person elected to this director’s position shall serve a three year term.

A director shall hold office until the election or appointment of a director to fill his position or until such director’s resignation or removal. At the end of the term of an Appointed Director, the member who appointed this Director shall reappoint the current director or appoint a new person to serve as its director. At the end of the term of an At-Large Director, the Board of Directors shall vote to fill this position and may continue the current director or appoint a new person to serve as an At-Large Director.

Directors shall not normally serve more than two consecutive three-year terms (not counting as a full term for this purpose any term to which a director may have been appointed to fill a vacancy.) Provided, however, that the Board of Directors, if requested, may permit a specified director to serve for three consecutive three-year terms if this is approved by a vote of three-fourths (75%) of the Directors.

Section 6. Nominations. At-Large Directors shall be elected from individuals nominated by the Governance Committee, based on this Committee’s assessment of the person’s skills, expertise, and/or experience with Growing Projects needed by the Board. 10

Section 7. Meetings. There shall be two regular meetings of the Board of Directors each year, with one of these being the annual meeting of the Board. The Chairperson, or the Executive Committee, by majority vote, may call a special meeting of the Board of Directors at any time.

Meetings of the Board of Directors may be held at any place or places determined by the Board. If the Board does not designate a location, meetings shall be held within a fifty (50) mile radius of Kalamazoo, Michigan at a location selected by the Chairperson.

Adjournment of a meeting shall be by majority vote of the Board of Directors.

Member representatives who are not directors may attend meetings of the Board of Directors, but shall have no vote and shall not be counted in determining the presence of a quorum. Staff participation in any meeting of the Board of Directors shall be at the discretion of the President or the explicit request of the Chairperson.

Section 8. Notice.

(a) The Chairperson, or another officer or employee at the Chairperson’s direction, shall determine and give notice to the other directors of the time and place of the annual meeting and each regular meeting, which notice shall be given at least thirty (30) days prior to the meeting.

(b) The Chairperson, or a majority of the Executive Committee or an officer or employee of the corporation acting at the direction of the Chairperson or a majority of the Executive Committee shall determine and give notice to the other directors of the time and place of a special meeting and the matters to be considered at such meeting, which notice shall be given at least thirty (30) days prior to the date of the meeting.

(c) The Chairperson, or the Executive Committee by majority vote, may call a special meeting of the Board of Directors at any time. The Chairperson or a majority of the Executive Committee, or an officer or employee at the Chairperson’s or such majority’s direction, shall determine and give notice to the other directors of the time and place of such special meeting and the matters to be considered at the meeting, which notice shall be given at least 30 days prior to the meeting.

(d) Notice of meetings of the Board of Directors shall be given by first-class mail or by a form of electronic transmission (as defined in Article II, Section 11 above) consented to by the director to whom the 11 notice is given and approved by the corporation’s Board of Directors. Any such consent of a director shall be revocable by the director by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or other person responsible for the giving of the notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Notice given by electronic transmission shall be deemed given: (a) if by facsimile telecommunications, when directed to a number at which the director has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the director has consented to receive notice; (c) if by posting on an electronic network together with a separate notice to the director of such specific posting when such notice is directed to an address at which the director has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (d) if by any other form of electronic transmission, when consented to by the director. An affidavit of the secretary or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

The corporation may select those forms of electronic transmission that it wishes to utilize and the director is limited to receiving notice only through those forms of electronic transmission. A director may not require that the corporation use a form of electronic transmission that the corporation’s Board of Directors has not elected to use.

(e) A director’s attendance or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

(f) A director may waive any notice required by these Bylaws, the Articles of Incorporation or the Virginia Nonstock Corporation Act, provided that the waiver is in writing, signed by the director and filed with the minutes or corporate records.

Section 9. Participation in a Meeting through a Means of Communication. Any or all directors may participate in a regular, annual or special meeting of the Board of Directors by, or conduct the meeting through the use of, any means of communication by which all directors may simultaneously hear each other during the meeting. A 12 director participating in a meeting by this means is deemed to be present in person at the meeting and will be counted for quorum purposes and will be allowed to vote on matters voted upon at the meeting.

Section 10. Quorum. The presence at a meeting of sixty percent (60%) of the directors then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may reschedule the meeting for a date certain. Notice of the rescheduled meeting shall be given pursuant to the terms of these Bylaws.

Section 11. Voting. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. Each director present shall have one vote. Directors can only vote in person and cannot vote by proxy or send a person to serve as a replacement or substitute.

Section 12. Resignation. A Director may resign at any time by giving written notice to the Board of Directors, its Chairman, the President or the Secretary. Unless otherwise specified in the resignation, the resignation shall take effect upon its receipt, and the acceptance of the resignation shall not be necessary to make it effective. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

Section 13. Removal. An Appointed Director may only be removed as a director by the action of the member who appointed such person to serve as a director. If an Appointed Director is removed, the member who has acted to remove this director shall notify the Board of Directors of its action.

An At-Large Director may be removed by a vote of the Board of Directors at a meeting called for the purpose of removing such director. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director and the notice shall state the name of such director. An At-Large director may be removed only if the number of votes cast to remove him constitutes a majority of the votes entitled to be cast by the Board of Directors at an election of At-Large Directors.

Section 14. Vacancies. A vacancy occurring in the position of an Appointed Director may only be filled by the member who is authorized to appoint a director to this position. A vacancy occurring in the position of an At-Large Director shall be filled by a vote of the Board of Directors. 13 A director elected to fill a vacancy shall serve for the unexpired portion of the term of the director who is being replaced. Section 15. Selection of Independent Auditors. The Board of Directors shall be responsible for selecting the independent auditing firms for FRB. Section 16. Compensation. Directors shall receive no compensation for their services as such, but the Board of Directors may authorize reimbursement to directors for expenses reasonably incurred in the performance of their duties.

ARTICLE IV

OFFICERS

Section 1. Officers; Qualifications; General Duties. The officers of the corporation shall be the Chairperson, the Vice-Chairperson, and the Treasurer. In addition, the Board of Directors may, in its discretion, create subordinate officer positions, such as assistant secretaries and treasurers, and may fill these positions by a vote of the Board of Directors. Only directors of the corporation shall be eligible to serve as officers.

Each officer has the authority and shall perform the duties set forth in these Bylaws or, to the extent consistent with these Bylaws, the duties prescribed by the Board of Directors or by the direction of an officer authorized by the Board of Directors to prescribe the duties of other officers.

Election or appointment of an officer shall not of itself create any contract rights in the officer or the corporation.

Section 2. Selection of Officers. The officers of the corporation shall be chosen by the Board of Directors in such manner as the directors shall determine. The election shall occur at the annual meeting of the Board of Directors. Only officers who have served on the Board of Directors for at least a year is eligible to be elected.

Section 3. Term of Office. The officers shall each serve a term of one year or until the next election of officers. No officer shall serve more than four (4) consecutive one year terms as an officer without a break of at least one year. 14

Section 4. Duties of Chairperson. The Chairperson shall serve as the principal presiding officer of the corporation, and shall be the officer responsible for all acts required by law to be done by an officer of the corporation; provided, however, that the Chairperson may designate other officers, employees or agents to perform such duties to the extent such designation is permitted by law. The Chairperson shall officiate at all Board of Directors meetings and all meetings of the members, or shall designate to one or both Vice Chairpersons such responsibility. The Chairperson shall serve as the chair of the Executive Committee, as provided in Article VI of these Bylaws. The Chairperson shall designate the Vice Chairperson to serve as recording secretary at each meeting of the Board of Directors and of the members.

Section 4. Duties of Vice-Chairperson. The Vice-Chairperson shall perform the duties of the Chairperson whenever the Chairperson is unable to act, and shall perform such other duties as are assigned by the Chairperson. The Vice-Chairperson shall serve as a member of the Executive Committee, as provided in Article VI of these Bylaws.

Section 5. Treasurer. The Treasurer shall chair the Finance and Audit Committee and serve as a member of the Executive Committee, as provided in Article VI of these Bylaws.

Section 6. Compensation. Officers shall receive no compensation for their services as such, but the Board of Directors may authorize reimbursement to officers for expenses reasonably incurred in the performance of their duties.

Section 7. Resignations. Any Officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, it may fill the pending vacancy before the effective date if the successor does not take office until the effective date.

Section 8. Removal. Any of the Officers designated in Section 1 of this Article V, including any subordinate officers, may be removed by the Board of Directors, with or without cause, at any time, by the vote of a majority of the Directors present at any meeting of the Board of Directors at which there is a quorum.

Section 9. Vacancies. If there is a vacancy in any Officer position, the vacancy may be filled by vote of the Board of Directors. Any person elected to fill a vacancy shall serve until the next election of Officers by the Board of Directors. 

ARTICLE V

EXECUTIVE STAFF; OTHER EMPLOYEES AND AGENTS

Section 1. Executive Staff. The executive staff of the corporation shall consist of the President, who shall be an employee of the corporation and shall serve at the pleasure of the Board of Directors. In the event of a vacancy in the President position, the Board of Directors shall appoint his or her successor in such manner as the directors shall determine.

Section 2. Duties of the President. The President shall be the chief executive of the corporation and shall report directly to the Board of Directors. The Board of Directors is responsible for establishing a position description for the President, monitoring his/her performance on a regular basis. It is the responsibility of the Board of Directors to hire and/or dismiss the President.

Section 3. Other Employees and Agents. The President is authorized to employ and engage such employees and agents, including independent consultants, as may be needed for the accomplishment of the corporation’s programs and activities and fulfillment of its financial, administrative, and corporate responsibilities.

Section 4. Compensation. The corporation may compensate the President, other employees, agents, and consultants of the corporation for their services, including reimbursement of reasonable expenses. In no event shall any unreasonable compensation or payments be made to any person, and all payments to all persons shall conform to the requirements of the corporation’s charitable and tax-exempt status.

ARTICLE VI

COMMITTEES

Section 1. Executive Committee. The Chairperson, Vice-Chairperson, Treasurer and one director appointed by the Board of Directors shall constitute the Executive Committee of the corporation. The Executive Committee shall act by majority vote of its voting members, with the Chairperson making the final decision in the event of a tie vote. The responsibility of the Executive Committee is to act on behalf of the Board of Directors on policy decisions between Board of Directors meetings. The Executive Committee may meet in person or by 16 telephone or other electronic means, as may be convenient for its members. Executive Committee decisions and actions shall be presented to the Board of Directors for ratification at the next Board of Directors meeting following such decision or action; provided, however, that the Board of Directors shall make a good faith effort to act in such a way that any failure to ratify an Executive Committee action shall not operate to the detriment of any unrelated party which has relied in good faith on such action of the Executive Committee.

Section 2. Governance Committee. There shall be a Governance Committee, consisting of no less than three members of the Board of Directors, who shall be elected annually by the Board of Directors. The Governance Committee shall act by majority vote of its members. Among its duties shall be to nominate candidates for At-Large Director positions, pursuant to Article III of these Bylaws. The Governance Committee shall also nominate a slate of candidates for officer positions. A written list of candidates for At-Large Director and for officer positions shall be presented to the Board of Directors at least 30 days in advance of the annual meeting at which the elections are to occur. The Board may require that the Governance Committee provide resumes and other information for persons it nominates.

Section 3. Finance and Audit Committee. There shall be a Finance and Audit Committee consisting of no less than three members of the Board of Directors (elected annually by the Board of Directors). The Finance and Audit committee shall act by majority vote of its members. Among its duties are to provide budget and fiscal oversight. It shall recommend independent auditors to the board, review the annual audit plan, and review the results of the annual audit prior to its submission to the board.

Section 4. Special Committees. At the recommendation of the Chairperson, the Board of Directors may create special committees or task forces, with such members as the Board of Directors may determine, to perform such duties or functions as may be assigned by the Board of Directors, consistent with applicable provisions of law, the Articles of Incorporation, and these Bylaws. The creation of a special committee and the appointment of directors to it shall be approved by a majority of all the directors in office when the action is taken.

Section 5. Limitations on Committee Actions. To the extent specified by the Board of Directors or in the Articles of Incorporation or these Bylaws, each committee may exercise the authority of the Board of Directors under the Virginia Nonstock Corporation Act, except that a committee may not:

(a) Approve or recommend to members action that the Virginia Nonstock Corporation Act requires be approved by members, provided that the Executive Committee may exercise the authority of the Board of Directors to approve any amendment of the Articles of Incorporation if so authorized by the Articles of Incorporation;

(b) Fill vacancies on the Board on any of its committees;

(c) Adopt, amend or repeal the Bylaws; or

(d) Approve a plan of merger not requiring member approval.

Section 6. Committee Procedures. Those provisions of these Bylaws that govern meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees and their members as well.

ARTICLE VII

CERTAIN TRANSACTIONS AND FINANCIAL MATTERS

Section 1. Transfers of Real and Personal Property. The Board of Directors shall be responsible for all transfers of real and personal property. Items and issues involving such transfers may be presented by the Executive Director or his or her designee to the Board of Directors at any regular or special meeting of the Board of Directors.

Section 2. Release of Certain Funds. The Board of Directors shall establish a policy indicating the parameters within which the President may make financial decisions and transactions on behalf of the Corporation, and parameters for decision and transactions which require approval by either the Executive Committee or the full Board of Directors.

Section 3. Release and Handling of In-kind Donations. In connection with carrying out the programs and activities of the corporation, release and handling of material and in-kind resource donations shall be by one or more of the following methods, by mutual agreement between the Implementing Member and the President:

(a) Traded on the grain market/distributor network; 18

(b) Sold on the grain market or to private enterprise; or

(c) Monetized by the recipient implementing partner All proceeds and traded goods are to be applied in one of the following three ways:

(x) To an FRB Implementing Member account;

(y) To an FRB member-approved site-specific account; or

(z) To an FRB general program account, not designated to any member.

Section 4. Certain Financial Information. Financial updates shall be reported to the full membership quarterly. The annual audited financial statements shall be distributed to the membership, and considered for discussion at the next annual meeting of the members.

ARTICLE VIII

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the corporation shall end on December 31 of each year.

Section 2. Corporate Seal. The Board of Directors may adopt by resolution a form of corporate seal for the corporation.

Section 3. Accounts, Contracts, Checks, Drafts, Loans, Etc. The corporation may maintain such bank accounts, investment accounts, and other accounts as are necessary or appropriate for successful operation of its programs and activities. All contracts entered into by the corporation, and all checks, drafts, loans or other orders for the payment of money by the corporation, shall be signed by such officer or employee of the corporation and in such manner as the Board of Directors may determine. In the absence of any specific directive by the Board of Directors, and consistent with the other provisions of these Bylaws, such contracts and instruments may be signed by the Chairperson or by the Executive Director.

Section 4. Members and Directors to Supply Contact Information to the Corporation. In addition to the information required for the 19 membership files by Article II, Section 2, each member of the corporation and each director of the corporation shall supply to the corporation information regarding his, her, or its mailing address, appropriate contact person (in the case of organizations), telephone number, facsimile number, and e-mail address, and such information as is currently on file in the records of the corporation shall constitute the addresses and numbers for all notices to such member or director as required by law, the Articles of Incorporation, or these Bylaws.

ARTICLE IX

DIRECTOR CONFLICTS OF INTEREST

Section 1. Conflicts of Interest Transactions. If a director of the corporation has a direct or indirect interest in any transaction with the corporation, this shall be defined as a “conflicts of interest transaction.” A conflicts of interest transaction is not voidable by the corporation solely because of the director’s interest, provided that the requirements of Section 13.1-871 of the Virginia Nonstock Corporation Act are met. The Virginia Nonstock Corporations Act shall be used to determine whether a transaction constitutes a “conflicts of interest transaction” and whether a director has a direct or indirect personal interest in such transaction.

Section 2. Recusal. Directors and officers shall use good faith efforts to recuse themselves from votes and actions in which they have a direct or indirect personal interest (as such term is defined in section 13.1-871 of the Virginia Nonstock Corporation Act), and to notify the remaining directors of such interest; provided, however, that a failure of a director or officer to recuse himself or herself from any vote shall not affect the validity of such vote, to the fullest extent permitted by law. Proceedings in matters in which one or more directors have such a direct or indirect personal interest shall conform to the applicable procedures of section 13.1-871 of the Virginia Nonstock Corporation Act.

Section 3. Excess Benefit Transactions. Regardless whether a transaction qualifies as a conflict of interest transaction, and whether such transaction is voidable by the corporation, any contract or other transaction between the Corporation and one or more of its directors or other person who is a Disqualified Person (herein a “Disqualified Person”), as defined in Section 4958 of the Internal Revenue Code of 1986 (“Code”) and the Regulations promulgated thereunder, or between the Corporation and a domestic or foreign corporation, domestic or foreign business corporation, firm or association of any type or kind, in which one or more Disqualified Persons are directors, or are otherwise interested, must not constitute an excess benefit transaction pursuant to 20 Section 4958 of the Code and the Regulations promulgated thereunder, and any such contract or transaction shall comply with the requirements of Section 4958 and its Regulations. Any economic benefit that is provided to a Disqualified Person for the performance of services shall be documented with written substantiation that is contemporaneous with the transfer of the economic benefit.

Section 4. Conflicts of Interest Policy. The Board of Directors may approve a Conflicts of Interest Policy that establishes policies and procedures for determining when a director or other person involved with the Corporation has a conflict of interest and which specifies procedures for reviewing and voting upon any contract or transaction with such an interested person or with an entity in which such person has an interest. The policies and procedures for conflicts of interest approved by the Board may be stricter than those set forth in the Virginia Nonprofit Corporation Act or in these Bylaws.

ARTICLE X

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification; Payment of Expenses. The corporation may, in the complete discretion of the Board of Directors, to the fullest extent permitted by law: (a) indemnify any of its directors, officers, employees, and agents, and any former directors, officers, employees, and agents, against any and all expenses and liabilities incurred by or imposed upon them in connection with their service to the corporation; and (b) pay for or reimburse the reasonable expenses incurred by any of its directors, officers, employees, and agents who is a party to a proceeding in advance of final disposition of the proceeding. Prior to providing any indemnification or paying any expenses, the Board of Directors must determine that the requirements for indemnification and payment of expenses established under the Virginia nonstick Corporation Act have been satisfied.

Section 2. Insurance. The corporation will purchase and maintain director-and-officer insurance and other appropriate insurance for the protection of the corporation and its directors, officers, employees, and agents in the performance of their duties.

ARTICLE XI

AMENDMENTS TO ARTICLES AND BYLAWS

Section 1. Amendments to the Articles of Incorporation shall be proposed by the Board of Directors, who shall submit the amendment to the members for their approval through a member vote. The Board of Directors shall recommend the amendment to the members unless the Board of Directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members with the amendment.

The Board shall notify each member entitled to vote of the proposed members’ meeting at which the amendment will be voted upon. The notice of the meeting shall comply with the requirements of Article II, Section 11 of these Bylaws. The notice of meeting shall also state that the purpose, or one of the purposes of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.

The proposed amendment shall be adopted if approved by a vote of more than two-thirds of all votes cast on the amendment by the members at a meeting at which a quorum is present.

Section 2. The Board of Directors may amend or repeal the corporation’s Bylaws except to the extent that: (i) the Articles of Incorporation or the Virginia Nonstock Corporation Act reserve this power exclusively to the members; or (ii) the members in adopting or amending particular bylaws expressly provide that the Board of Directors may not amend or repeal that bylaw.