# BYLAWS OF BAU FARM FOUNDATION **A North Carolina Nonprofit Corporation** *Draft — starter template. Review and adopt by the initial Board of Directors. Consult NC nonprofit counsel before execution. Update after IRS 501(c)(3) determination is received.* **Adopted:** __________, 20__ **Last amended:** __________, 20__ --- ## ARTICLE I — NAME, OFFICES, AND PURPOSE **Section 1.1 Name.** The name of the corporation is **BAU Farm Foundation** (the "Foundation"). **Section 1.2 Principal Office.** The principal office of the Foundation is located in Cleveland County, North Carolina. The Foundation may have such other offices as the Board of Directors ("Board") may designate. **Section 1.3 Registered Office and Agent.** The Foundation shall continuously maintain a registered office and registered agent in North Carolina as required by N.C. Gen. Stat. Chapter 55A (the "Nonprofit Act"). **Section 1.4 Purpose.** The Foundation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to: - advancing sustainable and regenerative agriculture education for small and mid-sized farmers; - providing scholarships, training, and technical assistance to beginning, veteran, and historically underserved farmers; - supporting research and public dissemination of information on soil health, drought resilience, and farm labor practices; - making grants to other organizations that qualify as exempt under Section 501(c)(3) of the Code. **Section 1.5 Nonprofit Character.** The Foundation is a nonprofit corporation. It shall not have members with voting rights, and no part of its net earnings shall inure to the benefit of any director, officer, or private individual, except that the Foundation may pay reasonable compensation for services rendered and make payments in furtherance of its exempt purposes. --- ## ARTICLE II — 501(c)(3) COMPLIANCE AND RESTRICTIONS **Section 2.1 Exempt Purposes.** Notwithstanding any other provision of these Bylaws, the Foundation shall not carry on any activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. **Section 2.2 Political and Legislative Activity.** No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. **Section 2.3 Private Inurement.** No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Foundation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I. **Section 2.4 Private Foundation Rules.** In the event the Foundation is classified as a private foundation under Section 509(a) of the Code, then for each taxable year during which it is so classified: 1. it shall distribute its income at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; 2. it shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; 3. it shall not retain any excess business holdings as defined in Section 4943(c) of the Code; 4. it shall not make any investments in a manner as to subject it to tax under Section 4944 of the Code; and 5. it shall not make any taxable expenditures as defined in Section 4945(d) of the Code. **Section 2.5 Dissolution.** Upon dissolution of the Foundation, the Board shall, after paying or making provision for the payment of all liabilities of the Foundation, dispose of all remaining assets exclusively for the purposes of the Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board shall determine. Any assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Foundation is then located, exclusively for such purposes. --- ## ARTICLE III — BOARD OF DIRECTORS **Section 3.1 General Powers.** The affairs of the Foundation shall be managed by or under the direction of the Board. The Board shall have all powers granted to it under the Nonprofit Act, subject to any limitations in the Articles of Incorporation or these Bylaws. **Section 3.2 Number and Composition.** The Board shall consist of not fewer than **three (3)** and not more than **fifteen (15)** directors. The initial Board shall have **five (5)** directors. A majority of directors shall be **independent** — meaning not compensated by the Foundation as an employee or contractor and not related within the second degree to any such person — to preserve public-charity governance credibility. **Section 3.3 Qualifications.** Each director must be at least eighteen (18) years old. Directors need not be residents of North Carolina. **Section 3.4 Term.** Each director shall serve a term of **three (3) years**, with terms staggered so that approximately one-third of directors are elected each year. A director may serve up to **three (3) consecutive terms**, after which one year off the Board is required before re-election. **Section 3.5 Election.** Directors shall be elected by the affirmative vote of a majority of directors then in office at the annual meeting of the Board. **Section 3.6 Resignation.** A director may resign at any time by delivering written notice to the Chair or Secretary. Resignation is effective upon receipt unless a later date is specified. **Section 3.7 Removal.** A director may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the directors then in office at a meeting called for that purpose, provided the director has been given written notice of the proposed removal and an opportunity to be heard. **Section 3.8 Vacancies.** Vacancies on the Board, including vacancies created by an increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy serves for the unexpired term of that seat. **Section 3.9 Compensation.** Directors shall serve without compensation for their service as directors but may be reimbursed for reasonable expenses. Nothing herein shall preclude a director from receiving reasonable compensation for services rendered to the Foundation in a capacity other than as director, subject to Article VII (Conflicts of Interest). --- ## ARTICLE IV — BOARD MEETINGS **Section 4.1 Annual Meeting.** The Board shall hold an annual meeting each calendar year for the election of directors and officers and the transaction of other business. The annual meeting shall be held in the **first quarter** of each year at a time and place designated by the Chair. **Section 4.2 Regular Meetings.** The Board shall meet no fewer than **four (4) times per year** (approximately quarterly). A schedule of regular meetings may be adopted by resolution. **Section 4.3 Special Meetings.** Special meetings may be called by the Chair, the Executive Director, or any two (2) directors, on not less than **seventy-two (72) hours'** notice. **Section 4.4 Notice.** Notice of regular meetings shall be given at least **seven (7) days** in advance. Notice may be given by mail, email, or other electronic means and shall state the date, time, place (or remote-access details), and, for special meetings, the purpose. Notice may be waived in writing (including email) before or after the meeting. **Section 4.5 Quorum and Voting.** A **majority of directors then in office** shall constitute a quorum. The act of a majority of directors present at a meeting at which a quorum is present is the act of the Board, unless a greater vote is required by the Articles, these Bylaws, or law. **Section 4.6 Remote Participation.** Directors may participate in any meeting by conference telephone, video conference, or similar means by which all persons participating can hear one another simultaneously. Participation by such means constitutes presence in person at the meeting. **Section 4.7 Action Without a Meeting.** Any action required or permitted to be taken at a meeting may be taken without a meeting if the action is taken by the **unanimous written consent** (including by email) of all directors then in office. Written consent has the same effect as a unanimous vote. **Section 4.8 Minutes.** The Secretary shall keep minutes of all Board and committee meetings, including attendance, actions taken, and recorded conflicts of interest. --- ## ARTICLE V — OFFICERS **Section 5.1 Officers.** The officers of the Foundation shall be a **Chair**, a **Vice Chair**, a **Secretary**, and a **Treasurer**, and such other officers as the Board may from time to time elect. One person may hold more than one office, except that no person shall simultaneously serve as Chair and Secretary or as Chair and Treasurer. **Section 5.2 Election and Term.** Officers shall be elected annually by the Board at the annual meeting and shall serve a one-year term or until their successors are elected and qualified. An officer may serve up to **three (3) consecutive one-year terms** in the same office. **Section 5.3 Removal and Vacancies.** Any officer may be removed by the Board, with or without cause, by the affirmative vote of a majority of directors then in office. Vacancies may be filled by the Board for the unexpired term. **Section 5.4 Chair.** The Chair presides at all Board meetings, sets the agenda in consultation with the Executive Director (if any), appoints committee chairs subject to Board approval, and performs such other duties as the Board may assign. **Section 5.5 Vice Chair.** The Vice Chair performs the duties of the Chair in the Chair's absence or inability to act and performs such other duties as the Board or Chair may assign. **Section 5.6 Secretary.** The Secretary is responsible for keeping minutes, giving notice of meetings, maintaining the corporate records and seal (if any), and certifying corporate actions. **Section 5.7 Treasurer.** The Treasurer oversees the financial affairs of the Foundation, including custody of funds, accurate books of account, presentation of financial reports at each regular Board meeting, and coordination of the annual audit or review and IRS Form 990 filing. **Section 5.8 Executive Director.** The Board may hire an Executive Director, who shall be the chief executive officer of the Foundation, responsible for day-to-day operations, staff supervision, and implementation of Board policy. The Executive Director serves at the pleasure of the Board and, if a director, shall not vote on matters relating to the Executive Director's compensation or performance. --- ## ARTICLE VI — COMMITTEES **Section 6.1 Standing Committees.** The Board shall have the following standing committees: 1. **Executive Committee** — composed of the officers; may act on behalf of the Board between meetings on matters expressly delegated, but may not amend the Bylaws, elect directors or officers, approve the annual budget, or take any action reserved by law to the full Board. 2. **Finance and Audit Committee** — reviews the annual budget, financial statements, IRS Form 990, and the annual audit or independent financial review; recommends financial and investment policies. 3. **Governance and Nominating Committee** — recommends director candidates, oversees Board evaluation, and reviews these Bylaws at least every three (3) years. **Section 6.2 Other Committees.** The Board may create additional committees by resolution. Each committee shall have at least two (2) directors and may include non-director members with expertise, provided a majority of each committee's members are directors. **Section 6.3 Committee Procedures.** Committees shall keep minutes and report to the Board. Quorum and voting rules for Board meetings apply to committee meetings unless otherwise specified in the committee charter. --- ## ARTICLE VII — CONFLICTS OF INTEREST **Section 7.1 Purpose.** This Article is intended to protect the Foundation's interests when it contemplates a transaction or arrangement that might benefit the private interest of a director, officer, or key employee, and to comply with the requirements imposed on public charities and private foundations by federal tax law, including Sections 4941 and 4958 of the Code. **Section 7.2 Definitions.** - **"Interested Person"** means any director, officer, key employee, or member of a committee with Board-delegated powers who has a Financial Interest. - **"Financial Interest"** means, directly or indirectly through business, investment, or family, (a) an ownership or investment interest in any entity with which the Foundation has or is contemplating a transaction or arrangement; (b) a compensation arrangement with the Foundation or with any entity or individual with which the Foundation has or is contemplating a transaction or arrangement; or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is contemplating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. - **"Family"** means spouse, ancestors, children, grandchildren, great-grandchildren, siblings (whole or half), and spouses of any of them. **Section 7.3 Disclosure.** Each director, officer, and key employee shall annually sign a written statement affirming that they have received, read, and agree to comply with this Article, and disclosing all known Financial Interests. Ongoing conflicts shall be disclosed promptly as they arise. **Section 7.4 Procedures.** 1. An Interested Person shall disclose the Financial Interest and all material facts to the Board or committee considering the transaction. 2. After disclosure and any related discussion, the Interested Person shall leave the meeting while the transaction is discussed and voted on. 3. The remaining Board or committee members shall determine whether a conflict of interest exists. 4. If a conflict exists, the Board or committee shall investigate alternatives that would not give rise to the conflict. 5. The transaction may be approved only if the Board or committee determines, by a majority vote of disinterested directors, that the transaction is in the Foundation's best interest, for its own benefit, and is fair and reasonable. **Section 7.5 Records.** The minutes shall document the names of persons who disclosed a Financial Interest, the nature of the interest, any action taken to determine whether a conflict existed, the names of persons present for discussion and votes, the content of the discussion (including alternatives considered), and a record of any votes taken. **Section 7.6 Violations.** If the Board has reasonable cause to believe a person has failed to disclose an actual or possible conflict, it shall inform the person of the basis for such belief and afford an opportunity to explain. If, after hearing and further investigation, the Board determines the person has failed to disclose, it shall take appropriate disciplinary and corrective action, up to and including removal. **Section 7.7 Compensation.** A voting member of the Board who receives compensation, directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to that member's compensation. The Board shall approve compensation of the Executive Director and any "disqualified person" (as defined in Section 4958 of the Code) in accordance with the rebuttable-presumption procedures of Treasury Regulation § 53.4958-6, including comparability data and contemporaneous documentation. --- ## ARTICLE VIII — INDEMNIFICATION AND INSURANCE **Section 8.1 Indemnification.** To the fullest extent permitted by the Nonprofit Act, the Foundation shall indemnify any person who was or is a party or is threatened to be made a party to any action or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Foundation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, provided such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Foundation. **Section 8.2 Insurance.** The Foundation may purchase and maintain directors and officers ("D&O") liability insurance on behalf of any person entitled to indemnification hereunder. The Board shall review coverage annually. --- ## ARTICLE IX — FINANCIAL ADMINISTRATION **Section 9.1 Fiscal Year.** The fiscal year of the Foundation shall be the calendar year unless otherwise established by the Board. **Section 9.2 Books and Records.** The Foundation shall keep correct and complete books and records of account, minutes of Board and committee meetings, and other records required by law. **Section 9.3 Annual Audit or Review.** The Board shall arrange for an annual independent financial review or audit, scaled to the Foundation's revenue and any applicable NC or federal grant requirements. An independent audit is required once annual gross revenue exceeds **$500,000** or when required by a funder or by N.C. Gen. Stat. Chapter 131F. **Section 9.4 Form 990.** The Treasurer, working with the Executive Director and independent accountants, shall ensure timely filing of IRS Form 990 (or 990-EZ or 990-N as applicable) and any required NC Department of the Secretary of State charitable-solicitation renewals. **Section 9.5 Contracts, Checks, and Deposits.** The Board shall adopt written financial policies covering signing authority, dual-signature thresholds, credit-card usage, expense reimbursement, and gift acceptance. --- ## ARTICLE X — RECORDS AND INSPECTION **Section 10.1 Records.** The Foundation shall maintain, at its principal office, the Articles of Incorporation, these Bylaws, Board and committee minutes, a list of directors and officers with contact information, accounting records, and the three most recent Forms 990 and application for exemption (Form 1023 or 1023-EZ), as required by federal law. **Section 10.2 Public Inspection.** The Foundation shall make its Form 1023 (or 1023-EZ), determination letter, and three most recent Forms 990 available for public inspection as required by Sections 6104(d) and 6104(e) of the Code. --- ## ARTICLE XI — AMENDMENTS **Section 11.1 Amendment.** These Bylaws may be amended or repealed, and new Bylaws adopted, by the affirmative vote of **two-thirds (2/3) of the directors then in office** at any regular or special meeting, provided the proposed amendment has been provided in writing to all directors at least **fourteen (14) days** in advance. **Section 11.2 Consistency.** No amendment shall be inconsistent with the Articles of Incorporation, the Nonprofit Act, or the requirements of Section 501(c)(3) of the Code. --- ## CERTIFICATION I certify that the foregoing Bylaws were adopted by the Board of Directors of BAU Farm Foundation at its organizational meeting held on __________, 20__. ____________________________ **Secretary**, BAU Farm Foundation ____________________________ **Chair**, BAU Farm Foundation