The
name of the Corporation shall be the NCPlenty, Inc., a non-profit corporation
organized under the laws of the State of
The
geographic area in which the Corporation will focus its activities is the
counties of
The
principal office of the Corporation shall be at
NCPlenty is a non-profit organization working to promote local commerce, fair wages, environmental responsibility, self-reliance, and neighborliness, through the implementation and support of a local currency, the PLENTY.
NCPlenty
is a corporation created for the following purposes:
Oversee
the creation, issuance, and administration of a local currency which shall be
called the PLENTY (Piedmont Local EcoNomy Tender),
AND
produce at least once annually a directory of its choosing and design, which
shall list all currently registered members who agree to accept some portion of
PLENTY payment for goods and/or services rendered,
AND
actively work to promote acceptance of PLENTYs within the geographic area of
focus.
NCPlenty
recognizes two forms of membership, provider and employee. The provider membership of NCPlenty shall
consist of anyone who has paid the annual membership fee, completed a
membership registration form, and agrees to accept PLENTYs as full or partial
payment for goods and/or services. The
employee membership of NCPlenty shall consist of anyone who has paid the annual
membership fee, completed an employee contract (provided by the employer who must
be a provider member), and agrees to accept a portion of his/her wages in
PLENTYs. The amount of the membership
fee is decided upon yearly by the Board of Trustees. Unless otherwise specified, “member” refers
to both providers and employee members. No
single legal entity can hold more than one membership of either the same or
differing types. Members must conduct
business and/or reside within the Corporation’s geographic area of focus.
Although
NCPlenty does greatly appreciate those who donate money, time, or other items
to assist the Corporation in fulfilling its mission, such individuals are not
conferred member status (unless the individual additionally fulfills the
aforementioned requirements for provider and/or employee members). The Board of Trustees of NCPlenty shall seek
appropriate ways to recognize such supporters.
The membership constitutes one body acting as a whole by way of consensus except where otherwise indicated in these Bylaws. Failing consensus, each member as described above is entitled to one vote in accordance with the Decision Making procedure outlined in Article VIII, Section 4. An employee member may vote differently from the provider member by whom he/she is employed.
For
purposes of electing the Board of Trustees, hereafter referred to as “the
Board”, each member is entitled to one vote per vacancy on the Board as
outlined in Article IV, Section 4. The
requirement for consensus and the Decision Making procedure in Article VIII,
Section 4 does not apply to the election of the Board as the vacancies are
filled in order of the candidates receiving the most votes.
Members may vote by absentee ballot on any matter decided upon by the Corporation membership if unable to attend the meeting at which the matter will be decided. Such ballots must be received by the Secretary at least one day prior to the meeting.
There
shall be an Annual Meeting of the general membership to be held on the first
Saturday of October for the purpose of reviewing the annual report, holding an
election of members to fill vacancies on the Board, discussing and ratifying
policy, hearing reports from NCPlenty committees or affiliated associations,
and conducting other appropriate business.
All meetings shall be open to the public and held in a public place. A meeting agenda and absentee ballot (as appropriate) will be placed on the Corporation’s web site at least fifteen (15) days prior to any meeting. For those members who have indicated U.S. mail as their preferred means of receiving information from the Corporation, any ballots will be mailed at least fifteen (15) days prior to the meeting. Records and minutes of said meetings shall be available for public inspection by reviewing the Corporation’s website. A hard copy of these records are kept by the Secretary and are also open for public inspection upon request.
Any Officer may and, at the written request of any fifteen (15) members of the Corporation, any Officer shall call a general meeting of the membership other than the annual meeting and notice thereof shall be afforded each of the members of the Corporation not later than ten (10) days prior thereto. If the meeting is requested by the membership through an Officer, such meeting must occur within sixty (60) days of the Officer receiving the written request.
Regular meetings of the membership may be held at such times and places as the membership may establish at the Annual Meeting or other meeting and notice thereof shall not be required.
A majority of the members entitled to vote and present at the Annual Meeting added to the number voting by absentee ballot at said meeting shall constitute a quorum until the next Annual Meeting establishes a new quorum.
The membership may take any action which 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 causing a written statement of the action to be written into the records of the Corporation over the signature of a sufficient number of its members. For purposes of this section, a sufficient number shall be that which would be required to take such an action under Article VIII, section 4, if the entire membership of the Corporation were to vote. Such statement shall specify the effective date of such action.
The membership may nullify any action by the Board by calling a special meeting, as outlined in Article III, section 3, for the purpose of doing so within ten (10) days of the taking of such action by the Board. The meeting must take place within forty-five (45) days of the action. Any decision by the membership to nullify any action by the Board shall be expressed by a quorum of members in consensus, excluding the elected Board members from consideration in whether consensus is attained.
A member has the right to attend Board and general membership meetings. Members will make nominations for Board members to the general membership and will elect Board members. Members vote to amend these Corporation Bylaws and ratify such Board policy actions as are outlined in Article IV, Section 2.
A
provider member receives listing in the member directory. A member is eligible to receive an issuance
in PLENTYs, should the Board of Trustees choose such an action. A member can work effectively through
associations with other members to promote the purposes of the Corporation.
Section 9 Responsibilities of Members
A provider member is required to accept PLENTYs as full or partial payment for goods and/or services as agreed upon in submitting the membership form. An employee member is required to accept PLENTYs as a portion of his/her wages as agreed upon in submitting the employee member contract. Provider members cannot compel any member under their employ to vote in a specific way on any issue nor provide incentives to employees who vote a specific way. A member must notify NCPlenty in the event of relinquishing membership in the Corporation. Members are prohibited from using PLENTYs in a manner inconsistent with the mission of NCPlenty. A member’s use of PLENTYs must always be in keeping with all applicable federal, state, and local laws. Members hold NCPlenty harmless.
The founding members of the Corporation shall constitute the initial Board of Trustees and act in that capacity until such time as the general membership reaches 100 persons. At that time the initial Board shall call a meeting of the general membership and hold an election of the official Board.
The Board shall conduct the affairs of NCPlenty according to the policies ratified by the membership. Its powers shall include, but not be limited to the following:
A. Entering into agreements, partnerships, and contracts as furthers the interests of the Corporation and are in keeping with its non-profit status.
B.
Awarding grants of PLENTYs to grantees in accordance with granting policies
established by the Board of Trustees and ratified by Corporation members.
C. Making issuance of PLENTYs to members in accordance with issuance polices established by the Board of Trustees and ratified by Corporation members.
D.
Creating such committees and working groups as it may determine to be necessary
and desirable for the conduct of the affairs of the organization and to carry
out the purposes of the Corporation.
E. Appointing interim Board member(s) as needed to maintain the minimum number of members in the case that a Trustee resigns or is removed by the membership.
A. Inform the membership and the general public on a regular basis through a widely circulated media concerning the affairs and the financial status of the Corporation.
B. Make recommendations to the membership on policy changes.
C.
Allocate grant funds in accordance with grant policies established by the Board
and ratified by the Corporation members.
D. Determine
the best practices for printing PLENTYs which protect their value from improper
uses or counterfeiting.
E.
Determine the appropriate rate of issuance of PLENTYs to Corporation members so
as to have the greatest positive impact upon local commerce, fair wages,
environmental responsibility, community self-reliance, and neighborliness.
F. Call
a meeting of the general membership to obtain ratification, by simple majority,
for Board policy actions the nature of which fall under the following:
1. Adopting or
modifying the yearly budget.
2. Setting the
annual disbursement policy.
3. Taking any
action which is in exception to the policies previously ratified and enacted.
A. Up to seven Corporation members are elected to the Board of Trustees by the membership of NCPlenty. A minimum of five Corporation members serving on the Board is required in order to conduct official business, but this requirement shall be waived until the Corporation consists of 500 or more members, or until September 14, 2007, whichever is sooner. Any member who notifies the Secretary in writing of an intention to run and collects the signatures of at least five other members nominating him/her no later than forty-five (45) days before the Annual Meeting is nominated for election to the Board. The acting Board may choose to lessen, but not increase, the requirements of the nomination process so long as this is done in a manner applied to all the membership equally. The membership of NCPlenty shall elect members to fill the vacancies on the Board, with each member entitled to a number of votes equal to the number of vacancies. Membership to the Board shall be awarded to the candidate with the plurality of votes, followed by the next largest number of votes as needed, and so on until all vacancies are filled. In the case of a tie for the last remaining vacancy/vacancies, there will be an immediate runoff election, not subject to absentee ballot, amongst the members present. If a tie still remains, the matter will be decided by drawing straws with the drawing of the longest straw(s) indicating attaining the Board seat(s).
B. The term of office for a member of the Board shall be two years. The first formal election of the Board of Trustees shall elect one half of the Board (rounded down) for a one year term and the other half (rounded up) for a two year term. The two year terms will be awarded to the members with the most votes in the Board election. After the first formal election, all elected members shall serve a two year term, unless elected to fill a vacancy of an outgoing member, in which case the newly elected member shall serve only the remainder of the term of the member being replaced.
C. The elected members of the Board may appoint up to two additional members from the community at large or from the membership. Criteria for this selection shall be based on professional experience with financial matters and/or experience in the area and principles of community economic development. These Board members will not have voting rights for matters decided by the Board. If an appointed Board member is also a Corporation member as outlined in Article III, Section 1, he/she is still afforded all of the rights of general membership including voting rights as pertains to issues open to membership vote. This includes voting on matters the elected Board members are excluded from, such as vetoing a Board action or ratifying policy actions.
The
Board may remove a Trustee at any time by the consensus of all elected members
of the Board, but for the purpose of determining whether or not consensus has
been reached the position of the Board member the removal of whom is being
decided upon shall not be considered. If the person so removed is a member of
the Corporation, the removal of such person as a Trustee by the Board shall not
affect the status of that person as a member of the Corporation.
The general membership can remove a Trustee at any time by a two-thirds majority of the membership voting at a meeting or by absentee ballot. The elected members of the Board are excluded from voting on this matter. An appointed member of the Board may vote as long as he/she is a Corporation member and is the not the Trustee whose removal is being considered.
The officers of NCPlenty shall be a President, Vice President, Secretary, and Treasurer. With the exception of Secretary/Treasurer, no one person may hold two officer positions simultaneously. All officers shall be elected by the Board from among its members.
The duties of each officer shall be:
A. The
President, as chief officer and spokesperson for the Corporation, shall, in
addition to fulfilling normal duties of the position, appoint such committees
and working groups as may be needed. All such appointments shall be approved by
a majority vote of the Board of Trustees. In addition, the President shall
sign, on behalf of the Corporation, all agreements, and other formal
instruments.
B. The Vice-President shall fulfill the responsibilities of the President during the President's absence or incapacitation, assist the President in discharging responsibilities as the President may see fit, oversee the operation of the Corporation’s committees, and fulfill any duties that may be determined by the Board of Trustees.
C.
The Secretary shall be responsible for the taking and safekeeping of the
official minutes of the Corporation, its records, and any other
responsibilities as may be required under the Statutes of the State of
D. The Treasurer of the Corporation shall have charge of all papers and records of the Corporation and of keeping an accurate account and record of all receipts and disbursements of the Corporation. All such papers, records, and accounts shall be open to inspection by any Trustee at intervals of not more than twelve (12) months and prior to the annual meeting. No funds shall be expended by the Corporation except in furtherance of its non-profit purposes.
The
officers of the Corporation, unless removed as hereinafter provided for, shall
hold office for one year and thereafter until their successors are chosen and
qualified in their stead.
No Officer or Trustee shall receive any compensation or remuneration from the Corporation for his/her work as an Officer or Trustee. However, the Board of Trustees may see fit to reimburse Officers or Trustees for any reasonable and necessary expense incurred. Members of the Board of Trustees are prohibited from accepting gifts or gratuities from the following:
A. From any person or agency performing services under contract with NCPlenty or under consideration to perform services under contract.
B. From any individual or Corporation who has received a grant from NCPlenty, or is under consideration for the award of such a grant.
C. From persons who are otherwise in a position to benefit from the action of a Board member.
ARTICLE
VI Executive Committee
The executive committee shall consist of the officers of the Corporation and any other Trustee so appointed by the Board of Trustees.
The Board of Trustees may empower the executive committee to act on behalf of the Board of Trustees between meetings. The executive committee shall report to the Board of its actions at the next meeting of the Board of Trustees. The Board may reverse any action taken by the executive committee should it deem it necessary and prudent for the Corporation. Any action of the executive committee shall always be consistent with the Corporation’s non-profit purposes.
The
executive committee shall hold meeting as required at the call of any one or
more of its members and such meeting will take place within sixty (60) days of
the written request.
Members and Trustees shall have an affirmative obligation to disclose the following at the beginning of any business meeting:
A. Membership in or family connection with any organization or individual who is under consideration for a grant of PLENTYs, excepting the issuance of PLENTYs to all the Corporation membership.
B. A financial relationship, whether direct or indirect, with any organization or individual who is under consideration for a grant of PLENTYs, excepting the issuance of PLENTYs to all the Corporation membership.
All such disclosures shall be noted in the minutes of the meeting. Where appropriate, the member or Trustee shall withdraw from discussion and/or voting upon the related potential grantee.
Any Trustee of the Corporation, either in person or by his or her agent, may inspect the books and records of the Corporation for any purpose at any reasonable time.
A.
Consensus will be the method of decision making at meetings of the Board of
Trustees, the Executive Committee, and the general membership unless another
benchmark (such as two-thirds majority) is specifically indicated in the
section of the Bylaws pertaining to such type of decision. For all actions requiring consensus, the
below provisions will apply when consensus is not reached.
B. If
the membership fails to achieve consensus in ratifying policy actions of the
Board subject to such ratification (defined in Article IV, Section 3), a simple
majority of members present or voting by absentee ballot will be required. If the policy action is not ratified, the
Board may adopt a provisional policy, subject to the limitations of such a
policy, as outlined in Article IV, Section 3, subsection F.
C. If
the membership fails to achieve consensus for dissolution of the Corporation as
outlined in Article IX, Section 1, the Corporation will be dissolved if a
four-fifths majority of those present and those voting by absentee ballot vote
for dissolution.
D. If the membership fails to achieve consensus for any other issue before it, the matter will pass if a two-thirds majority of those present and those voting by absentee ballot vote for its passage.
E. If the Board of Trustees fails to achieve consensus on any matter before it, whether referred to it by the membership or originating within the Board, the matter will pass if no more than two of the elected Trustees vote against the action. If the Board contains fewer than five voting members (c.f. Article IV, Section 1, Subsection A), the matter will pass if no more than one of the elected Trustees vote against the action, or a simple majority votes in favor of the action, whichever is greater. For purposes of tallying votes, abstaining (whether pointedly or by absence from the meeting) is counted as a vote against.
F. If the Executive Committee fails to achieve
consensus on any matter before it, the matter will pass if no more than one
Executive Committee member votes against the action. For purposes of tallying votes, abstaining
(whether pointedly or by absence from the meeting) is counted as a vote
against.
Questions and disputes regarding these Bylaws may be resolved in accordance with the rules established by the American Arbitration Association.
Section 6 Amendments
These Bylaws may be amended by a vote of the members present or voting by absentee ballot at any regular or specially called meeting of the membership. A copy of the proposed amendment(s) shall be placed on the Corporation web site and furnished to each member at least fifteen (15) days prior to such meeting.
If in the opinion of the Board of Trustees it becomes necessary or desirable to dissolve this Corporation, the Trustees shall call a meeting of the membership to discuss the proposal. If the decision to dissolve the Corporation is agreed upon by the general membership, the assets of the Corporation shall be applied and distributed explicitly in the order that follows:
A. Assets held by the Corporation under conditions requiring return, transfer, or conveyance, which conditions occur by reason of the dissolution shall be returned, transferred, or conveyed in accordance with such requirements.
B. All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or adequate provision shall be made thereof.
C. All other assets shall be transferred to corporations, groups, or organizations engaged in activities which substantially carry out the purposes of NCPlenty as stated in its Bylaws. Specifically, the corporation, group, or organization must have 501(c)(3) status to be considered.