HomeMy WebLinkAboutAgenda - 02-21-2012 - 5fORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: February 21, 2012
Action Agenda
Item No. 5 _ -~
SUBJECT: Modification to By-laws of the Piedmont Food and Agricultural Processing
Center
DEPARTMENT: County Attorney PUBLIC HEARING: (Y/N) No
ATTACHMENT(S):
Proposed Modified By-laws with
Highlighted Changes
Steve Brantley, 245-2326
John Roberts, 245-2318
INFORMATION CONTACT:
PURPOSE: To modify the number of directors appointed to the Piedmont Food and
Agricultural Processing Center (PFAP) nonprofit through the by-laws adopted by the Board in
December.
BACKGROUND: In December 2011 the Board of County Commissioners authorized the
County Manager and County Attorney to move forward with creating a 501(c)(3) nonprofit
organization to manage, direct, and operate the PFAP and approved by-laws governing the
proposed nonprofit organization. Through discussions with the partner counties - Alamance,
Chatham, and Durham, several minor changes were recommended. Those changes are to
Section 6.01 and changes the initial number of directors from 12 to 13, reduces the maximum
number of directors from 18 to 17, and provides for at-large appointments of directors. No other
changes are recommended at this time.
FINANCIAL IMPACT: There is no direct financial impact to modifying the by-laws.
RECOMMENDATION(S): The Manager recommends the Board approve the by-laws as
amended.
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BY-LAWS
PIEDMONT FOOD AND AGRICULTURAL PROCESSING (PFAP) CENTER CORPORATION
TABLE OF CONTENTS
Article I NAME ..................................................................................................................:.............4
Section 1.01 Name ...........................................................................................................................4
Article II. ORGANIZATION ..............................................................................................................4
Section 2.01 Organization ................................................................................................................4
Article III. MISSION AND PURPOSE ............................................................................................4
Section 3.01 Purposes ......................................................................................................................4
Section 3.02 Tax Exempt Status ......................................................................................................5
Section 3.03 Limitation ....................................................................................................................5
Article IV. OFFICE AND REGISTERED AGENT .........................................................................5
Section 4.01 Office ..........................................................................................................................5
Section 4.02 Registered Office and Registered Agent .....................................................................5
Section 4.03 Changes ...............................•---....................................................................................5
Article V. MEMBERSHIP ...................................................................................................................~
Section 5.01 Membership ................................................................................................................5
Article VI. BOARD OF DIRECTORS (`BOARD") ........................................................................6
Section 6.01 Composition ................................................................................................................6
Section 6.02 Terms ..........................................................................................................................6
Section 6.03 Vacancies and Ineligibility ..........................................................................................6
Section 6.04 Removal ......................................................................................................................6
Section 6.05 Resignation .................................................................................................................7
Section 6.06 Membership Restriction ..............................................................................................7
Section 6.07 Compensation .............................................................................................................7
Section 6.08 Duties ..........................................................................................................................7
Article VII. MEETINGS .................................................................................................................... 7
Section 7.01 Place of Meetings ........................................................................................................ 7
Section 7.02 Annual Meetings ......................................................................................................... 7
Section 7.03 Regular Meetings ........................................................................................................ 7
Section 7.04 Special Meetings ......................................................................................................... 8
Section 7.05 Informal Action ........................................................................................................... 8
Section 7.06 Form of Notice ............................................................................................................ 8
Section 7.07 Waiver of Notice; Presumption of Assent .................................................................. 8
Section 7.08 Quorum ....................................................................................................................... 8
Section 7.09 Manner of Acting ........................................................................................................ 8
Section 7.10 Participation in Meetings by Electronic Communications ......................................... 8
Article VIII. COMMITTEES OF THE BOARD AND FOCUS GROUPS ........................................8
Section 8.01 Committees of the Board ............................................................................................8
Section 8.02 Meetings ......................................................................................................................9
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Section 8.03 Quorum & Voting .......................................................................................................9
Section 8.04 Standing Committees ................................................................................................ ..9
Section 8.05 Heads of Standing Committees ................................................................................. ..9
Section 8.06 Finance Committee ................................................................................................... ..9
Section 8.07 Board Development Committee ............................................................................... 10
Section 8.08 Additional Committees and Focus Groups ............................................................... 10
Section 8.09 Vacancies .................................................................................................................. 11
Section 8.10 Rules ......................................................................................................................... 11
Section 8.11 Chair .......................................................................................................................... 1 l
Section 8.12 Compensation ........................................................................................................... 11
Article IX. OFFICERS ....................................................................................................................11
Section 9.01 Designation ...............................................................................................................11
Section 9.02 Election and Term of Office .....................................................................................11
Section 9.03 Removal of Officers and Agents ...............................................................................1 l
Section 9.04 President ....................................................................................................................1 l
Section 9.05 Vice-President ...........................................................................................................12
Section 9.06 Secretary-Treasurer ...................................................................................................12
Section 9.07 Executive Director ("Executive Director") ...............................................................12
Article X. FINANCIAL TRANSACTIONS ...................................................................................... 13
Section 10.01 Authorization .......................................................•-............................................... 13
Section 10.02 Annual Audits ....................................................................................................... 13
Section 10.03 Fiscal Year ............................................................................................................ 13
Section 10.04 Annual Reports for the State of North Carolina ................................................... 13
Section 10.05 Annual Reports for Directors ................................................................................ 13
Section 10.06 Checks, Drafts, Etc . .............................................................................................. 13
Section 10.07 Deposits ................................................................................................................. 14
Section 10.08 Gifts ....................................................................................................................... 14
Section 10.09 Use of Facilities .................................................................................................... 14
Article XI. BUDGETING, BOOKS AND RECORDS ...................................................................14
Section 11.01 Book and Records .................................................................................................14
Article XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS ........................................14
Article XIII. AMENDMENTS TO BY-LAWS .................................................................................15
Section 13.01 In General ..............................................................................................................15
Article XIV. OFFICES ...................................................................................................................15
Section 14.01 Principal Office .....................................................................................................15
Section 14.02 Registered Office ..................................................................................................15
Section 14.03 Other Offices .........................................................................................................15
Article XV. MISCELLANEOUS .....................................................................................................15
Section 15.01 Rules and Regulations ...........................................................................................15
Section 15.02 Steerin~ Committee... 15
Section 15.03 Dissolution . . . .. . .. .. . . ..... . . . . ... . .. . . .... . . . .. . . ... . . . . .. . . . ... .. .. .. -- __ .16
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Section 15.03 By-Law Interpretation.. .16
Section 15.04 Seal.. .16
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PIEDMONT FOOD AND AGRICULTURAL PROCESSING (PFAP) CENTER
CORPORATION BY-LAWS
Article I NAME
Section 1.01 Name
The name of this organization shall be "Piedmont Food and Agricultural Processing (PFAP) Center
Corp."; hereinafter refened to as the "Corporation."
Article II. ORGANIZATION
Section 2.01 Organization
This Corporation has been formed under the laws of the State of North Carolina as contained in
N.C.G.S. Chapter SSA, entitled "Non-Profit Corporation Act" and Section 501(c)(3) of the Internal
Revenue Code of 1954.
Article III. MISSION AND PURPOSE
Section 3.01 Purposes
The Corparation shall have all corporate power and authority to carry on any lawful activity
calculated, directly or indirectly, to promote the Corporation's interests and purposes. The purposes
of the Corporation are to:
(a) Educate the public, local farm-based producers, food-based businesses, culinary programs and
promote the economic viability of farm-based producers and food-based businesses across the
region in their efforts to produce locally grown value-added products, create sustainable local
food businesses and associated jobs, and preserve productive farmland;
(b) Provide for the betterment of the conditions of those engaged in such pursuits, the improvement
of the grade of their products, and the development of a higher degree of efficiency in their
respective occupations by establishing and operating a shared-use, value-added, food and
agricultural processing facility, the "PFAP Center";
(c) Educate local farm-based producers, food-based businesses, culinary programs, and other
clients who wish to produce locally grown value-added food items about the benefits of a food
and agricultural processing facility;
(d) Develop funding, purchase or lease real or personal property, or borrow money in order to
effectuate the Corporation's educational goals and to develop and provide a shared-use, value-
added, food and agricultural processing facility that meets Good Manufacturing Practice (GMP)
standards;
(e) Provide business development support and educate potential clients in the region about how to
start a food-based business, develop a business plan and comply with food safety requirements,
and provide general oversight of a food and agricultural processing facility that meets GMP
standards;
(~ Cooperate with and enlist support from local educational, agricultural, and economic
development institutions in the affected political jurisdictions, key stakeholders, and existing
service providers in the region including cooperative extension, small business centers, and
culinary programs at local educational facilities to meet the Corporation's educational goals;
(g) Establish cooperative relationships with regulatory officials to understand the local regulatory
environment, meet county and FDA regulations, and pursue USDA or state-inspected value-
added meat processing and educate potential clients about these regulations;
(h) Initiate other activities consistent with the above purposes.
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Section 3,02 Tax Exempt Status
Notwithstanding any other provision of the Articles or these By-Laws, the purposes for which the
Corporation is organized are exclusively charitable, scientific, literary and educational within
meaning of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or
as they may be amended. The Corporation shall not carry on any activities not permitted to be carried
on (1) by an organization exempt from federal income tax under Section 501(c)(3).
No substantial part of the Corporation's activities shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the Corporation shall not participate in or intervene in
(including the publishing and distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office.
No part of the Corporation's net earnings shall inure to the benefit of, or be distributable Directors,
officers, or other private person, except that the Corporation shall be authorized and empowered to
pay reasonable compensation for services rendered, to make payments and distributions in
furtherance of the Corporation's purposes. ~
Section 3.03 Limitation
This Code of By-Laws for the Corporation is adopted subject to the express provisions of the Articles
of Incorporation, the N.C.G.S. SSA-1, et seq., and Section 501(c)(3) of the Internal Revenue Code
and its Regulations as they now exist or as they may be amended. In the event of any conflict or
inconsistency between any provision in this Code of By-Laws and anything in the Articles of
Incorporation, the N.C.G.S. SSA-1 et seq., or Section 501(c) (3) of the Internal Revenue Code and its
Regulations as they now exist or as they may be amended, the latter three instruments or laws sha11
prevail and control. No By-Law contained herein shall be adopted or used so as to disqualify the
Corporation as an exempt organization under Section 501(c) (3) of the Internal Revenue Code and its
Regulations as they now exist or as they may be amended.
Article IV. OFFICE AND REGISTERED AGENT
Section 4.01 O~ce
The principal office of the Corporation shall be located and maintained in Orange County, North
Carolina in such place as the Board of Directors may determine.
Section 4.02 Registered Office and Registered Agent
The registered agent of the Corporation shall be Matthew Roybal. At the time of registration the
registered office shall be 500 Vallev Forge Road, Hillsborough, North Carolina 27278.
Section 4.03 Changes
Any change in the Corporation's registered office or agent shall be accomplished in compliance with
the North Carolina Non-Profit Corporation Act.
Article V. MEMBERSHIP
Section 5.01 Membership
The Corporation shall have no members. Any action which would otherwise require membership
approval shall require only approval of the Board of Directors, except as provided herein.
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Article VI. BOARD OF DIRECTORS ("BOARD")
Section 6.01 Composition
The Board shall be composed of thirteen :(13) Directors. The number of Directors may be increased
or decreased from time to time by amendment to these By-Laws by resolution of the Board except
that there may be no more than seventeen (17) and no fewer than seven (7) Directors. Initially, the
Alamance, Chatham, Durham, and Orange County Boards of County Commissioners shall each
appoint three (3) Directors with experience in the areas of farm production, food processing, food
distribution and food safety, business practices and/or other areas that the County Commissioners
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shall deem appropriate. As its first act of business ~lie Board shall appoint a Director(s) to fill any
vacant position on the Baard: If, sixty (60) days after submission of the request to appoint Directors,
Alamance, Chatham or Durham County fail to make their appointments to the Board the Orange
County Board of County Commissioners shall make said appointments on their behalf.
Appointments are subject to the following limitations:
(a) One (1) seat shall be reserved and designated for a Director from Alamance County;
(b) One (1) seat shall be reserved and designated for a Director from Chatham County;
(c) One (1) seat shall be reserved and designated for a Director from Durham County;
(d) One (1) seat shall be reserved and designated for Director from Orange County;
(e) All other members shall be appointed at large from Alamance, Chatham,;Durh~m and +~rang~
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coiinties::
Section 6.02 Terms
The Alamance, Chatham, Durham, and Orange Boards of County Commissioners shall initially
appoint three Board members to staggered terms of one, two and three years as follows: One for one
(1) year, one for two (2) years and one for three (3) years with the intent that approximately one-third
of the Directors' terms shall expire each year. Directors shall take office immediately following their
appointment. At the time of initial appointment, each Board of County Commissioners shall
designate which appointee is to hold a county reserved seat on the Board. Upon expiration of the
initial terms the Board members shall appoint and/or reappoint members to the Board for three (3)
year terms. Board members are limited to a maximum of two consecutive full terms and may continue
to serve until a new Board member is appointed.
Section 6.03 Vacancies and Ineligibility
After initial appointments are made, vacancies occurring on the Board shall be filled by a majority
vote of the Board. Vacancies in designated county positions shall be filled by the Board with an
individual from the county of which the vacancy occurred. Other vacancies sha11 be filled by the
Board as provided herein. A slate of candidates for the vacancy shall be presented to the Board by the
Board Development Committee.
Section 6.04 Removal
(a) For Cause. The Board may declare vacant the office of any Director and remove said Director (i)
who has been declared to be of unsound mind by final court order (ii) has been convicted of a
felony; (iii) has been found by final court order or judgment to have breached any duty under
N.C.G.S. Chapter SSA, Article 8(relating to standards of conduct), (iv) has violated the
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Membership Restriction described in Section 6.06 (v) has been absent from three (3) consecutive
meetings without giving prior notice to the Chair. Such removal may occur with a simple
majority vote of a11 currently elected or appointed Directors.
(b) Without Cause. The Board may declare vacant the office of any Director and remove said
Director without cause where such removal is determined to be in the best interest of the
Corporation. Such removal may only occur with a two-thirds majority vote of all currently
elected or appointed Directors.
Section 6,05 Resignation
Any Director may resign by giving notice to the President or Secretary of the Board. The resignation
of a Director shall be effective when notice is given unless the notice specifies a later time. The
resignation shall be effective regardless of whether it is accepted by the Corporation. However, no
Director may resign when the Corporation would be then left without a director or directors in charge
of its affairs.
Section 6.06 Membership Restriction
No employee of the Corporation may serve on the Board, hold an elective office on the Board, or
have voting privileges.
Section 6.07 Compensation
Directors shall not be entitled to compensation for their services. Directors may be eligible for
reimbursement of expenses related to Board activities.
Section 6.08 Duties
It shall be the duty of Directors to perform and comply with any and all duties imposed on them
collectively or individually by law, the Articles of Incorporation of this Corporation, or by these By-
Laws.
Article VII. MEETINGS
Section 7.01 Place of Meetings
The meetings of the Board shall be held at the registered offices of the Corporation or at any place
within the counties served by the PFAP Center and agreed upon by a majority of the Board members.
Section 7.02 Annual Meetings
The Board shall meet annually for the purpose of electing officers, consideration of reports of the
previous year and transaction of such other business as may come before the Board. The Board shall
establish the date, time and place of such annual meetings. If the Board makes no alternate
provisions, the annual meeting shall be held on the first Monday of May in each year, at the
Corporation's principal office.
Section 7.03 Regular Meetings
Regular meetings of the Board shall be held at such times as the Board may determine. The Board
shall meet at least four (4) times a year.
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Section 7.04 Special Meetings
Special meetings of the Board may be called at any time by the Chair or by agreement of two-thirds
of the Board members.
Section 7.05/nformal Action
Action taken by the Directors without a meeting is nevertheless Board action if written approval of
the action in question is signed by all of the Directors and filed with the Corporation's official
minutes.
Section 7.06 Form of Notice
Notice may be communicated in person; by electronic means; or by mail or private carrier. Written
notice of the time and place of any regular or special meeting, unless waived shall be delivered to
each Director not less than five (5) days prior to the meeting. Notice in the form of an electronic
record sent by electronic means is effective when it is sent. Notice shall be deemed given when
delivered in person or, if mailed, three (3) days after the date the notice was mailed to the Director at
the address saved in the Corporation's records.
Section 7.07 Waiver of Notice; Presumption of Assent
Any Director may waive in writing any notice of a meeting required to be given by these By-Laws,
and may make such waiver either before or after such meeting. The waiver must be in writing, signed
by the Director entitled to the notice, and delivered to the Corporation's Secretary for inclusion in the
minutes or filing with the corporate records. A Director's attendance at any meeting sha11 constitute
such Director's waiver of notice of such meeting, unless the Director at the beginning of the meeting
or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and
does not thereafter vote for or assent to action taken at the meeting.
Section 7.08 Quorum
A quorum for any meeting of the Board shall consist of a simple majority of filled Director positions.
Section 7.09 Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the
act of the Board, except to the extent these By-Laws or any applicable provision of law established a
different requirement for corporate action.
Section 7.10Participation in Meetings by Electronic Communications
Provided that a quorum is physically present and with the permission of the majority of those
Directors present, any one or more members may participate in a Board meeting by means of a
conference telephone or similar device which allows all persons participating in the meeting to hear
each other. Such participation in a meeting sha11 be deemed presence at such meeting.
Article VIII. COMMITTEES OF THE BOARD AND FOCUS GROUPS
Section 8,01 Committees of the Board
The Board may, by resolution adopted by a majority of the Directors then in office, provided that a
quorum is present, create one or more committees of the Board, consisting of two or more Directors
or other qualified persons, to serve at the pleasure of the Board. Appointments to any such committee
shall be by a majority vote of the Directors then in office. The Board may appoint one or more
Directors as alternate members of any such committee who may replace any absent member at any
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meeting of the committee. Pursuant to specific resolution, the Board may delegate to any committee
any power or powers other than those set forth in this Section 8.01 et seq., provided however, that all
such delegated powers shall be exercised under the ultimate direction of the Board. Persons other than
Directors may be appointed to such committees. Such committees shall not have authority for:
(a) The filling of vacancies on the Board or any committees which has authority of the Board;
(b) The fixing of compensation of officers or employees of the Corporation;
(c) The adoption, amendment or repeal of By-Laws;
(d) The amendment or repeal of any resolution of the Board which by its express terms is not so
amendable or repealable;
(e) The appointment of committees of the Board or the members of such committees;
( fl The approval of any transaction binding the corporation; and
(g) Approve dissolution, merger or the sale, pledge or transfer of any, all or substantially all of the
Corporation's assets.
Section 8.02 Meetings
Committees shall meet a minimum of four (4) times a year, or as often as necessary to complete a
particular task. The provisions which govern action without meetings, notice and waiver of notice and
voting requirements shall apply to the Committees of the Board and their members as well.
Section 8.03 Quorum & Voting
A quorum shall consist of a simple majority of the members of each Committee. A majority vote of
those Committee members present shall decide all questions, unless noted elsewhere in these By-
Laws or Governance Policies.
Section 8.04 Standing Committees
Members of Standing Committees shall be elected from the current Directors of the Board and any
individual outside the Board Directors who may be appropriate to assist the standing committees in
fulfilling the committee's obligations. A member may be appointed or elected to serve on more than
one Committee. The Standing Committees include: Finance Committee and Board Development. All
standing committees shall consist of at least three (3) members, appointed by nomination of the
Board.
Section 8.05Heads of Standing Commiitees
Committee Members shall elect someone from among their membership to serve as the head of their
committee ("Chair"). Unless otherwise designated in these By-Laws, the term of committee
membership shall be one year. Committee heads may serve until a replacement is elected.
Section 8.06 Finance Committee
The Finance Committee shall assist the Board in fulfilling its fiduciary and corporate accountability
responsibilities. The committee shall:
(a) Include the Executive Director as an ex-officio member;
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(b) Develop and review funding strategies, grant requests, client use fees, project
development/operation costs, and the overall costs and revenues generated by the facility;
(c) Review financial performance and prepare budget reports for every Board meeting;
(d) Review tax obligations and payments quarterly;
(e) Recommend changes in operating costs, funding strategies, and fmancial plans to the Board as
indicated;
( fl Recommend to the Board the appointment of an independent auditor; review the scope of the
auditor's work, fees, and report; and assist the Board in developing management's response to
the audit;
(g) Review the adequacy of financial policies and internal controls annually;
(h) By contract, be assisted by the Orange County Financial Services Department in carrying out its
duties for at least three (3) years from the date of the creation of the corporation;
(i) Propose the annual budget to the Board for their consideration.
Section 8,07 Board Development Commiitee
The Board Development Committee shall:
(a) Include the Executive Director as an ex officio member;
(b) Develop procedures for receiving and/or selecting nominees for Board vacancies.
(c) Recommend to the Board a slate of nominees for appointment to the Board upon the expiration
of initial appointees' terms;
(d) Recommend to the Board nominees for vacancies that occur from time to time.
Section 8.08Additional Committees and Focus Groups
By resolution duly adopted, the Board may establish one or more additional committees or focus
groups as provided in Section 8.01. To the extent provided by such resolution not in conflict with the
terms herein, such additional committees and focus groups shall have and may exercise the authoriiy
of the Board in the management of the Corporation; provided, however, that the designation of such
additional committees and focus groups and delegations of authority thereto shall not operate to
relieve the Board, or any Director individually, of any responsibility imposed upon it or him by law,
the Articles of Incorporation or these By-Laws. Any member of any such additional committee or
focus group may be removed by the Board whenever, in the judgment of the Board, the interests of
the Corporation would be served best by such removal. Any member of any such additional
committee or focus group may be removed by the person or persons authorized to appoint such
member whenever, in the judgment of such appointing person or persons, the interests of the
Corporation would be served best by such removal.
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Section 8.09 Vacancies
Vacancies in the membership of any committee or focus group shall be filled by appointments made
in the same manner as provided in case of original appointments, and any member so appointed shall
serve for the period of the unexpired term of his or her predecessor.
Section 8.10 Rules
Each committee, sub-committee or focus group may adopt such rules and regulations for its meetings
and the conduct of its activities as it may deem appropriate; provided however, that such rules and
regulations shall be consistent with these By-Laws.
Section 8.11 Chair
One member of each committee, sub-committee or focus group shall be designated as Chair by the
members of the committee.
Section 8.12 Compensation
Members of any committee, sub-committee or focus group shall not receive any compensation for
their services as members of a committee, sub-committee or focus group.
Article IX. OFFICERS
Section 9.01 Designation
The officers of the Corporation shall be a President, Vice President, Secretary-Treasurer, and such
other officers as the Board may determine from time to time to perform such duties as may be
designated by the Board.
Section 9.02 Election and Term of O~ce
The Board shall elect the officers annually at its regular annual meeting provided for in Section 7.02.
Each officer shall hold office until the next regular annual meeting of the Board and until such
o~cer's successor shall have been elected. Except as provided in these By-Laws, the Board shall fill
any vacancy in any office for the unexpired portion of the term. The President and Vice President
sha11 be Directors of the Board, but none of the other officers need be Directors of the Board. No one
person may serve in more than one of the offices enumerated in these By-Laws.
Section 9.03 Removal of Officers and Agents
Any Officer or Agent elected or appointed by the Board may be removed by a majority vote of the
Board, with or without cause, whenever in the Board's judgment the Corporation's best interests will
be served thereby.
Section 9.04 President
The President shall:
(a) Be the Corporation's principal executive officer, shall in general supervise and control all of the
Corporation's business and affairs, and unless otherwise determined by the Boazd, shall preside
at all Board meetings;
(b) Sign any deeds, grants, mortgages, leases, notes, bonds, contracts or other instnunents or
agreements authorized by the Board to be executed, except in cases in which the signing and
execution thereof sha11 be expressly delegated by the Board to some other officers or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
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(c) In general perform all duties incident to the o~ce of the President and such other duties as the
Board may assign from time to time.
Section 9.05 Vice-President
In the absence of the President or upon the President's inability or refusal to act, the Vice-President
shall perform duties of the President, and when so acting shall have all the powers of and be subject
to all the restrictions applicable to the President. The Vice-President shall also perform such other
duties as the Board may assign from time to time.
Section 9.06 Secretary-Treasurer
The Secretary-Treasurer sha11:
(a) Keep the minutes of the meetings of the Board and any committees in one or more books
provided for that purpose;
(b) See that all notices are duly given in accordance with these By-Laws or as required by law;
(c) Be custodian of the Corporation's corporate records and of the Corporation's seal; and affix the
Corporation's seal to documents, the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with the provisions of these By-Laws;
(d) Keep a register of the names and post o~ce addresses of all Directors;
(e) Have general charge of the Corporation's books and records;
(~ Keep on file at all times a complete copy of the Corporation's Articles of Incorporation and By-
Laws containing all amendments thereto (which copy shall always be open to the inspection of
any Director), and at the Corporation's expense forward a copy of the By-Laws and of all
amendments thereto to each Director;
(g) Unless otherwise provided by the Board, have charge and custody of and be responsible for all
funds and grants of the Corporation;
(h) In general, perform all the duties incident to the offices of the Secretary and Treasurer and such
other duties as the Board may assign from time to time;
(i) Serve on the Finance Committee.
Section 9.07 Executive Director
The Board shall employ or contract for the services of the Executive Director. The Executive
Director shall be solely accountable to the Board and responsible for carrying out PFAP Center's
goals and objectives. The Executive Director shall have the full authority and freedom to make a11
necessary operational decisions and take all necessary actions except those reserved to the Board.
Acting within this authority, the Executive Director shall not perform any act, a11ow or cause to be
performed any act that is unlawful, insufficient to meet commonly accepted business and professional
standards and the prudent person test, in violation of contractual standards or requirements set forth
by funding sources or regulatory bodies, or contrary to explicit Board restraints. To these ends, the
Board shall establish, and revise as needed, written policies with regard to the Board's delegations of
duties/responsibilities to the Executive Director.
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Article X. FINANCIAL TRANSACTIONS
Section 10.01 Authorization
Except as provided in these By-Laws, the Board may authorize any officer(s) or agent(s), in addition
to the officers so authorized by these By-Laws, to enter into any contract or execute or deliver any
instrument in the name and on behalf of the Corporation, and such authority may be general or
confirmed to specific instances.
Section 10.02 Annual Audits
The account books and financial statements of the Corporation shall be audited annually by an
independent certified public accountant retained with the approval of the Board. The Board shall
review the annual audit, the management letter, and the response to the management letter and shall
meet with the independent auditor without staff present. Following the creation of the Corporation,
copies of the annual audit will be forwarded to the Boards of County Commissioners of Alamance,
Chatham, Durham, and Orange Counties.
Section 10.03 Fiscal Year
The Corporation's fiscal year shall be each period ending June 30.
Section 10.04 Annual Reports for the State of North Carolina
The Corporation shall file with the Secretary of Sta.te, on or after January 1 st and on or before July 1 st
of each year a sworn annual report on such forms and containing such information as the Secretary of
State may prescribe, together with the annual fee required for such report.
Section 10.05 Annua/ Reports for Directors
The Board shall cause an annual report to be furnished to all Directors of the Corporation. The report
shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal
year.
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(c) The revenue ar receipts of the Corporation, both unrestricted and restricted to particular
purposes, for the fiscal year.
(d) The expenses or disbursements of the Corporation, for both general and restricted purposes,
during the fiscal year.
(e) Any other information as required by law.
( fl The annual report shall be accompanied by any report thereon of independent accountants, or, if
there is no such report, the certificate of an authorized officer of the Corporation that such
statement was prepared without audit from the books and records of the Corporation.
Section 10.06 Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, and all notes, bonds or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such officer(s), agent(s),
employee(s) of the Corporation in such manner as the Board shall determine by resolution. In the
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absence of such determination by the Board, such instruments shall be signed by the Secretary-
Treasurer and countersigned by the President or Vice-President.
Section 10.07 Deposits
All corporate funds shall be deposited from time to time to the Corporation's credit in such bank or
banks or other depositories as the Board may select from time to time.
Section 10.08 Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the
general purpose or special purpose of the Corporation.
Section 10.09 Use of Facilities
The Corporation sha11 not enter into any contract or other arrangement for the use of the PFAP Center
that discriminates whether written or in practice, on the basis of race, ethnicity, color, religion, sex,
national origin, age, sexual orienta.tion, disability, income, marital status, or other bases which may be
protected by applicable law.
Article XI. BUDGETING, BOOKS AND RECORDS
Section 11.01 Book and Records
The Corporation shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of the Board, and committees having any of the authority of the Board.
All books and records of the Corporation may be inspected by any Director for any proper purpose at
any reasonable time upon reasonable notice and request therefore. For the three (3) year period
following creation of the Corporation the Corporation shall contract with Orange County for
assistance with the maintenance of such books and records as needed.
Section ~ 1.02 Budgeting
The Corporation shall comply with generally accepted accounting principles in budgeting and
financial transaction matters. For at least the three (3) year period following creation of the
Corporation the Corporation shall contract with Orange County for assistance with budgeting and
accounting. Notwithstanding any other provision in this Code of By-Laws the provisions of this
Article XI may not be amended or repealed within the three (3) year period following creation of the
Corporation.
Article XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The private property of the Directors and Officers shall be exempt from execution or other liability
for any debts of the Corporation, and no Director or Officer shall be personally liable or responsible
for any debts or liabilities of the Corporation.
The provisions of N.C.G.S. Chapter SSA, Article 8, Part 5, or any successor provision, except as
limited by N.C.G.S. Section SSA-2-02 or any successor provision, shall fully apply without restriction
or limitation as to indemnification of and advancing litigation expenses to Directors, Officers,
employees or agents of the Corporation acting within the scope of their duties. All Officers and
Directors shall be deemed to have relied on this provision.
To the extent provided in N.C.G.S. Section SSA Article 8, Part 6, or any successor provision, except
as limited by N.C.G.S. Section SSA-2-02 or any successor provision, no Director, Officer, employee
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or agent of the Corporation shall be personally liable for money damages as a result of any action for
breach of such person's duty as Director, Officer, employee or agent of the Corporation.
No amendment or repeal of this Article, nor adoption of any other amendment to these Articles or By-
Laws inconsistent with this provision, shall eliminate or reduce the protection granted herein with
respect to any matter that occurred prior to such amendment, repeal, or adoption.
Article XIII. AMENDMENTS TO BY-LAWS
Section 13.01 In General
These By-Laws, save and except Section 15.03, may be altered, amended or repealed and new By-
Laws may be adopted by the affirmative votes of two-thirds of the Directors in office at the time such
alteration, amendment, repeal, or adoption is presented. Provided notice of the meeting at which such
votes occurred sha11 have contained a copy of the proposed alteration, amendment, repeal or adoption,
or provided such requirement shall have been duly waived by all Directors who voted on the
alteration, amendment, repeal or adoption. Provided however that for howsoever long the
Corporation contracts with Orange County for financial or other services no alteration, amendment,
repeal or adoption to or of these By-Laws shall be effective unless and until it is approved by majority
vote of the then sitting Board of Commissioners of Orange County, North Carolina.
Article XIV. OFFICES
Section 14.01 Principal Office
The Corporation's principal office shall be located at such place as the Board may fix from time to
time. The street address of the Corporation's initial principal office shall be: 500 Vallev For~e Road,
Hillsborou~h, North Carolina 27278.
Section 14.02 Registered Office
The registered office of the Corporation required by law to be maintained in the State of North
Carolina may be, but need not be, identical with the principal office. The street address of the
Corporation's initial registered office shall be: 500 Valley For~e Road, Hillsborou~h, North Carolina
27278.
Section 14,03 Other Offices
The Corporation may have offices at such other places within the State of North Carolina as the
Board may designate from time to time.
Article XV. MISCELLANEOUS
Section 15.01 Rules and Regulations
The Board shall have the power to make and adopt such rules and regulations not inconsistent with
the law, Articles of Incorporation, or these By-Laws, as it may deem advisable for the management of
the Corporation's business and affairs.
Section 15.02 Steering Committee
The Steering Committee formed by the June 3, 2010 Interlocal Cooperation Agreement between
Alamance, Chatham, Durham, and Orange Counties shall continue to meet until it dissolves either on
June 30, 2015 or upon the tertnination of the Interlocal Cooperation Agreement. The Board may
meet annually with the Steering Committee to discuss the operations, goals, and future of the
Corporation. However, the Steering Committee shall have no authority over the operations, Board, or
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employees of the corporation, nor shall the Steering Committee have authority to access any non-
public documentation or to bind the Corporation in any manner. Semi-annually, until such time as
the Steering Committee dissolves, the Executive Director shall provide an operations report to the
Steering Committee.
Section 15.03 Dissolution
The Corporation may be dissolved only by the majority vote of the Directors of the Board at a
meeting to which due notice of such purpose has been given to all Directors. Upon the dissolution of
the Corporation, the Board of Directors shall first pay or make provision for the payment of all the
liabilities of the Corporation. All assets of the Corporation shall then be remitted to Orange County,
or, alternatively, Orange County may direct that said assets be contributed and given to a North
Carolina Agricultural, Food Processing, or Food Distribution 501(c)(3) or 501(c)(5) organization for
use in furthering the health, safety and welfare of the citizens and residents of its jurisdiction. None
of the assets shall be disposed of or diverted to any other purpose and shall in no manner be disposed
of in such manner so as to accrue to the benefit of any Director of said Corporation. Because much of
the equipment utilized in the day-to-day operations of the Corporation is grant funded and was
granted to Orange County rather than the Corporation, no alteration, amendment, repeal or adoption
to or of this Section 15.03 shall be effective unless and until it is approved by majority vote of the
then sitting Board of Commissioners of Orange County, North Cazolina.
Section 15.04 By-Law /nterpretation
These By-laws shall be construed and interpreted under the laws of the State of North Carolina.
Notwithstanding the foregoing, however, these By-laws shall at all times be construed and interpreted
as consistent with all federal laws and regulations governing the activities of the Corporation and
governing the t~ exempt status of the Corporation, and in the event that these By-laws may be
inconsistent with such laws and regulations, the same shall be deemed amended to comply therewith.
Whenever used in these By-laws, unless the context otherwise indicates, a pronoun in the masculine
gender shall include the feminine gender and the singular shall include the plural, and vice versa.
Section 15.05 Sea/
The Board shall provide a corporate sea1, which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation and the word "SEAL" or "CORPORATE SEAL".
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