MOON AND STARS, INC.
A VERMONT NONPROFIT CORPORATION
BY LAWS
ARTICLE I
Organization
Section 1.1 Name. The name of the Corporation shall be Moon and Stars, Inc.
Section 1.2 Form. The Corporation shall be a nonprofit public benefit corporation organized exclusively for charitable, education, and scientific purposes that include: cultural programming; community building; advancing access to healthy, traditional food; scientific advancement in regenerative farming; as specified in section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.
Section 1.3 Mission. The Corporation’s mission shall be to connect community, traditional food, and regenerative farming through heirloom corn and the arepa-making process. The organization shall strive to provide nutrient-dense and culturally vital food, while both engaging community in ancestral knowledge and creating new ideas about cultural and environmental sustainability.
Section 1.3 Business Office. The principal office of the Corporation shall be located in XXXX, County of XXXX, State of Vermont.
Section 1.4 Registered Office. The registered office of the Corporation, required by the Vermont Nonprofit Corporation Act (the “Act”), shall be located within the State of Vermont and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time-to-time.
Section 1.5 – Statement of Non-Discrimination. The Corporation values diversity and does not discriminate on the basis of race, color, sexual orientation, gender, gender identity and expression, religion, national or ethnic origin or ancestry, age, marital and domestic partner relationships, socioeconomic and familial status or disability in the administration of its policies and programs.
ARTICLE II
Members
The Corporation shall have no members.
ARTICLE III
Board of Directors
Section 3.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the board of directors, hereinafter the “Board.”
Section 3.2 Number and Qualifications of Directors. The number of directors of the Corporation shall be not less than three (3) and not more than XXXX. Within these parameters, the number of directors may be increased or decreased by a majority vote of the directors, provided that a decrease may not reduce the term of any incumbent director. Directors need not be residents of Vermont.
Section 3.3 Designation, Election and Terms. Directors shall be elected by the Board at its annual meeting. Each director’s term shall be three (3) years. Directors may serve an unlimited number of successive terms. Despite the expiration of a director’s term, the director continues to serve until his or her successor is elected, or until there is a decrease in the number of directors.
Section 3.4 Annual and Regular Meetings of the Board of Directors. An annual meeting of the Board shall be held each year during the month of XXXX at a place to be designated. Additional regular meetings of the Board shall be held no less than three (3) times per year. Written notice (including by telefax or electronic mail) of the annual meeting and each additional regular meeting shall be given to all directors at least seven (7) days before the meeting. Pursuant to Chapter 8 § 8.22 and Chapters 10-14 of the Act, the notice of any annual or regular meeting at which a vote will be taken on removal of a director, amendment of the Bylaws or Articles of Incorporation, merger, sale of assets other than in the regular course of activities, or dissolution must state that such a vote will be taken at the meeting.
Section 3.5 Special Meeting of the Board. Special meetings of the Board may be called by or at the request of the chair or any two directors.
Section 3.6 Notice of Special Director Meetings. Oral or written notice (including by telefax or electronic mail) of any special director meeting shall be given at least two (2) days before the date of the meeting, except that, pursuant to Chapter 8 § 8.22 and Chapters 10-14 of the Act, written notice of any special director meeting for the purpose of a vote on removal of a director, amendment of the Bylaws or Articles of Incorporation, merger, sale of assets other than in the regular course of activities, or dissolution shall be given in writing at least seven (7) days before the date of the meeting. The notice of a special meeting shall state the place, date and hour of the meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting, and specify the purpose of the meeting. Only those matters for which the special meeting was called, as stated in the notice of the meeting, may be acted upon by the Board unless all of the directors are present at the meeting and consent to take action on other matters.
Section 3.7 Effective Date of Written Notice. If mailed, notice of any director meeting shall be effective at the earlier of: (a) when received; (b) five days after it was deposited in the United States mail with postage prepaid, addressed to the director’s address as shown by the records of the Corporation; or (c) the date shown on the return receipt signed by or on behalf of the director, if sent by registered or certified mail, return receipt requested.
Section 3.8 Waiver of Notice. Any director may waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and 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.
Section 3.9 Director Quorum. A majority of the number of directors on the Board immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 3.10 Directors, Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board unless the Act or these Bylaws requires a greater percentage.
Section 3.11 Telephone Conference Meeting. Any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 3.12 Unanimous Written Consent. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if all of the directors take the action, each one signs a written consent describing the action taken, and the consents are filed with the records of the Corporation. Action taken by unanimous written consent is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be described as such in any document.
Section 3.13 Removal of Directors. The Board may remove one or more directors who have been elected by the Board with or without cause at a meeting called for that purpose, if notice has been given that a purpose of the meeting is such removal, and if at least two-thirds of directors then in office vote for removal.
Section 3.14 Board of Director Vacancies. If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of directors, the Board may fill the vacancy. The term of a director elected to fill a vacancy expires at the end of the unexpired term such director is filling. An individual elected to fill an unexpired partial term is immediately eligible, at the conclusion of that partial term, to serve additional three-year terms.
Section 3.15 Director Committees. The Board may create one or more committees and appoint members of the Board to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board. The Sections of this Article III, which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board, apply to committees and their members. Each committee may exercise those aspects of the authority of the Board which the Board confers upon such committee in the resolution creating the committee. Provided, however, a committee may not: (a) authorize distributions; (b) approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets; (c) fill vacancies on the Board or on any of its committees or remove directors; (d) adopt, amend or repeal the Articles of Incorporation or Bylaws. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual director of any responsibility imposed upon it or him by law.
Section 3.16 Financially Disinterested Majority. No more than forty-nine percent (49%) of the individuals serving on the Board may be financially interested persons. For purposes of this section, financially interested persons means (a) individuals who have received or are entitled to receive compensation, directly or indirectly, from the Corporation for services rendered to it within the previous twelve (12) months, whether as full or part-time employees, independent contractors, consultants or otherwise; or (b) any spouse, brother, sister, parent or child of any such individual.
Section 3.17 Conflict of Interest. A transaction in which a director has a conflict of interest may be approved by the Board if the material facts of the transaction and the director’s interest are disclosed to the Board, and the director with the conflict of interest does not cast a vote with respect to the matter. For purposes of this Section, a director has a conflict of interest in a transaction if they are a party to the transaction; or if another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or if another entity of which the director is a director, officer or trustee is a party to the transaction. The conflict of interest transaction must be approved by the affirmative vote of a majority of the directors on the Board who have no direct or indirect interest in the transaction. The Board may, from time to time, establish policy guidelines and disclosure requirements regarding conflicts of interest by directors. Nothing in this Section shall restrict the Board from adopting a conflict of interest policy which is stricter than this Section, and in that event, the policy shall control.
Section 3.18 Compensation. Directors shall not receive compensation for their services as directors, but by resolution of the Board, directors may be reimbursed their expenses for attendance at any meeting of the Board.
ARTICLE IV
Officers
Section 4.1 Number of Officers. The officers of the Corporation shall be a chair, a secretary, and a treasurer, each of whom shall be appointed by the Board. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board. The same individual may simultaneously hold more than one office in the Corporation, except the offices of chair or chief executive officer and secretary.
Section 4.2 Appointment and Term of Office. The officers of the Corporation shall be elected by the Board for a term of two years, and each shall hold office for such term and until his or her successor has been elected and qualified. The election of officers shall take place at the annual meeting of the Board, or as necessary when vacancies occur. New offices may be created and filled at any meeting of the Board.
Section 4.3 Removal of Officers. Any officer may be removed from office by the Board at any time, with or without cause, by a vote of a majority of the directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.
Section 4.4 Chair. The chair shall preside at all meetings of the Board. The chair shall have all the general powers and duties that are usually vested in the office of chair of a corporation.
Section 4.5 The Secretary. The secretary shall: (a) keep the minutes of the proceedings of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) when requested or required, authenticate any records of the Corporation; (e) in general perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him/her by the chair or by the Board.
Section 4.6 Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chair or by the Board.
Section 4.7 Chief Executive Officer. The Chief Executive Officer shall be hired, evaluated for performance, and discharged by the Board. The Chief Executive Officer is responsible for the day-to-day operations of the Corporation. In that position the Chief Executive Officer shall be responsible for hiring, supervising, promoting and firing of staff. The Chief Executive Officer shall also be responsible for the conduct of business, maintenance of records, compliance with laws and regulations and the discharge of the mission of the Corporation. The Chief Executive Officer shall at all times be subject to the supervision of and shall report to the Board, including at the annual and other regularly scheduled Board meetings. The Board shall set the salary and compensation of the Executive Director. If Chief Executive Officer also serves as a director of the Corporation, the Chief Executive Officer shall have no role or involvement in the establishment of his or her own salary or compensation, which shall be set by the Board without the presence of or participation by of the Chief Executive Officer. The Chief Executive Officer may also be referred to as the Executive Director of the Corporation.
ARTICLE V
Indemnification of Directors, Officers, and Employees
The Corporation shall indemnify any individual made a party to a proceeding because he/she/they or was a director, officer or employee of the Corporation, to the fullest extent permitted by Vermont law, provided that the director, officer or employee met the standards of conduct set forth in the Act, and only to the extent that the status of the Corporation as a 501(c)(3) tax exempt organization is not affected thereby.
ARTICLE VI
Contracts, Checks, and Deposits
Section 6.1 Contracts. The Board may authorize any officer or officers or agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.
Section 6.2 Checks, Drafts or Orders. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed 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 Board.
Section 6.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE VIII
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Act, the Articles of Incorporation, or the Bylaws of the Corporation, the waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
Amendment of Bylaws and Articles
Section 9.1 Amendments. The Articles of Incorporation and these Bylaws may be amended, in whole or in part, by a vote of a majority of the directors in office at the time the amendment is adopted.
Section 9.2 Notice. The Corporation shall provide seven (7) days written notice of any meeting of directors at which a Bylaws or Articles amendment is to be voted on. The notice must state that the purpose (or one of the purposes) of the meeting is to consider a proposed amendment to the Bylaws or Articles and contain a copy or summary of the amendment.
ARTICLE X
Dissolution
In the event of dissolution of the Corporation, its net assets shall be paid over to such charitable organization or organizations, and in such proportions, as the Board of the Corporation shall determine, provided, however, that the organization or organizations to which the assets are paid over upon dissolution shall be a 501(c)(3) organization(s) eligible under the Internal Revenue Code at the time to receive deductible contributions, and this provision of Bylaws shall not be subject to amendment.
Adopted on August, 2020, by Board of Directors.
Certified by the Secretary of the Corporation.