ARTICLE I SECTION 1.1 Name. The name of this corporation shall be: Acton Local Market, Inc. (herein called the “Corporation”). SECTION 1.2 Organization. The Corporation shall operate under a charter as a non profit Texas corporation and shall accept members through an application process. SECTION 1.3 Offices. The Corporation may have, in addition to its registered office, offices at such places as the Board of Directors may from time to time determine or as the activities of the Corporation may require. SECTION 1.4 Purposes. The purposes of the Corporation shall be: (a) To provide healthy, fresh foods and horticultural products to Hood County and surrounding area. (b) To promote the sale of locally grown and/or produced agricultural products via direct-to-consumer marketing channels, primarily through a farmers market. (c) To promote visitation and economic activity within the Hood County Development District #1 (d) To provide services and educational assistance to consumers and farmers (e) To provide a fun, enjoyable social atmosphere at the market in support of the community ARTICLE II Board of Directors SECTION 2.1 General Powers; Delegation. The activities, property, and affairs of the Corporation shall be managed by its Board of Directors who may exercise all such powers and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or by these Bylaws. SECTION 2.2 Number. The Board of Directors shall consist of not less than three (3) nor more than nine (9) Directors as determined from time to time by the Board of Directors, which number may be increased or decreased from time to time by amendment to these Bylaws; provided that no decrease shall have the effect of shortening the term of any incumbent Director. The Hood County Development District #1, by action of its Board of Directors, shall perpetually have the right to appoint one (1) Director to the Board. SECTION 2.3 Appointment and Term of Office. Directors shall serve for a term of one (1) year and thereafter until their successors shall qualify. Immediately before the expiration of the term of office of any Director, the Directors shall meet and elect successors to the outgoing Director or Directors. Directors shall be eligible for re election. SECTION 2.31 Removal from Office. A director may be removed from office, with or without cause, by a two‑thirds (⅔) vote of the Directors present at a Board of Directors meeting at which a quorum is present. SECTION 2.4 Vacancies. A vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of members of the Board of Directors shall be filled by the affirmative vote of a majority of the members of the Board of Directors present at a regular annual meeting or at a meeting called for that or any other purpose. SECTION 2.5 Meetings. The Directors shall meet at least once every calendar year to discuss the business affairs of the Corporation, and shall hold such additional meetings (usually quarterly) as are necessary to properly discuss affairs. The Directors may meet at other times, at the call of the Chairman of the Board or the President, or any two board members, on no less than three (3) days notice. SECTION 2.6 Quorum and Manner of Action. At all meetings of the Board of Directors, the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by statute or the Articles of Incorporation. 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 of Directors unless the act of a greater number is required by statute, the Articles of Incorporation, or these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time until a quorum shall be present. At any such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally convened. SECTION 2.7 Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all members of the Board of Directors. Any such signed consent, or a copy thereof, shall be placed in the minute book of the Corporation. SECTION 2.8 Telephone Meetings. Unless otherwise restricted by statute, the Board of Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. SECTION 2.9 Procedure and Records. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation. SECTION 2.10 Resignation. Any Director may resign by giving written notice to the Secretary. SECTION 2.11 Directors and officers conduct. Directors and officers are required to perform their duties as a director or committee member and follow legal responsibilities also known as the Duty of Obedience, the Duty of Care, and the Duty of Loyalty. Duty of Obedience Directors must act in a manner that is consistent with the provisions of the Certificate of Formation (Articles of Incorporation) and by-laws. Directors should be familiar with the mission of the nonprofit and act in a manner consistent with such mission. In addition, directors must comply with all federal, state, and local laws as they apply to the organization. Duty of Care Directors must perform their responsibilities with “ordinary care,” which is the use of good judgment and common sense. Directors should devote a reasonable amount of time and attention to their responsibilities, attend meetings, and review and understand material submitted to them. They should ask questions, if necessary, to obtain information sufficient to fulfill their responsibilities. Ordinary care may differ from director to director based on their background, experience, and the role they play in the organization. A director acts in the best interest of Acton Local Market if the director reasonably believes that the action will benefit the nonprofit. The director should have a proper motive based on sufficient information. Duty of Loyalty Those with decision-making power in the organization shall not act to benefit themselves, their families, or their business interests at the expense of Acton Local Market; and shall act in the best interest of the nonprofit. ARTICLE III Officers SECTION 3.1 General Officers. The Officers shall be a President, a Secretary, a Treasurer, and such other officers and assistant officers as the Directors may from time to time deem necessary or desirable. SECTION 3.2 Appointment and Term of Office. Officers shall be elected by the Directors and shall serve for one (1) year and thereafter until their successors are qualified. They shall be eligible for re election. SECTION 3.3 President. The powers and duties of the President shall be as follows: (a) To act in all matters as the Chief Executive Officer of the Corporation. (b) To call special meetings of the Directors in accordance with these Bylaws at such time and place as the President deems proper. (c) To execute for and in the name of the Corporation such written instruments and documents as may be necessary or desirable. (d) Subject to confirmation by the Board of Directors, to nominate the members and designate the powers and duties of all committees. (e) Generally, to do and perform all such duties as pertain to the office of Chief Executive Officer or as may be required by the Board of Directors. (f) To direct the investments of the Corporation. (g) To supervise the business and affairs of the Corporation and to report annually on the general activities of the Corporation for the previous year. SECTION 3.4 Vice President. The Vice President shall assume such powers and duties as may be delegated from time to time by the Board of Directors, the Chairman of the Board, or the President. SECTION 3.5 Secretary. The powers and duties of the Secretary shall be as follows: (a) To keep full and complete record of the meetings of the Directors and the various committees. (b) To give or cause to be given all notices that may be necessary or proper. In case of failure for any reason of the Secretary to give any such notice, then such notice may be given by the President or by any persons authorized by the President or by the Executive Committee. (c) To conduct the official correspondence of the Corporation. (d) To keep and preserve the minute book and all other books and records of the Corporation and the corporate seal. (e) Generally to do and perform all duties as pertain to the office of Secretary or as may be required by the Board of Directors, the Chairman of the Board, or the President. SECTION 3.6 Treasurer. The Treasurer shall be responsible for monitoring the performance of the Corporation’s custodian in the collection and custody of the Corporation’s funds. SECTION 3.7 Assistant Secretaries. The Assistant Secretaries shall assume the duties and powers of the Secretary during the Secretary’s absence or disability. The Assistant Secretaries also shall assume such other powers and duties as may be delegated to the Assistant Secretaries from time to time by the Board of Directors, or the President. SECTION 3.8 Assistant Treasurers. The Assistant Treasurers shall assume the duties and powers of the Treasurer during the Treasurer’s absence or disability. The Assistant Treasurer also shall assume such other powers and duties as may be delegated to the Assistant Treasurers from time to time by the Board of Directors, or the President. SECTION 3.9 Resignations. Any Officer may resign by giving written notice to the President or the Secretary. ARTICLE IV Committees of the Board The President or the Board of Directors may designate or appoint two (2) or more persons who may, but need not be, Directors to constitute a committee or committees for any purpose, provided that any such committee or committees shall have and may exercise only the power of recommending action of the Board of Directors and of carrying out and implementing any instructions or any policies, plans, and programs theretofore approved, authorized, and adopted by the Board of Directors. ARTICLE V Dissolution and Pledge of Assets The Corporation hereby pledges all of its assets to the performance of the Corporation’s charitable functions. Upon discontinuance of the Corporation by dissolution or otherwise, the assets of the Corporation shall be disposed of exclusively for the furtherance of the purposes of the Corporation, or transferred to and become the property of an organization pursuing similar objectives. ARTICLE VI Miscellaneous SECTION 6.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1st of each year and shall end on December 31st of that year. SECTION 6.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Non Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a 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. SECTION 6.3 Books and Records. The Corporation shall keep correct and complete books and records of account. SECTION 6.4 Construction. If any portion of these Bylaws shall be invalid or inoperative, then, so far as reasonable and possible: (a) The remainder of these Bylaws shall be considered valid and operative; and (b) Effect shall be given to the intent manifested by the portion held invalid or inoperative. ARTICLE VII Amendments SECTION 7.1 Procedure for Amending. These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, by a two thirds (⅔) vote of the Directors present at a Board of Directors meeting at which a quorum is present. SECTION 7.2 Acceptance of Rules & Regulations as Amendment. The currently adopted Market Rules & Regulations, if adopted by a two‑thirds (⅔) vote of the Directors present at a Board of Directors meeting at which a quorum is present, shall be considered a standing amendment to these Bylaws. CERTIFICATE OF SECRETARY The undersigned does hereby certify that (i) he/she is the duly elected and qualified Secretary of Acton Local Market, Inc., a Texas non-profit corporation (the “Corporation”), and (ii) the foregoing is a true and correct copy of the Bylaws of the Corporation reviewed and adopted by the Board of Directors of the Corporation on March 13, 2016 and amended April 7, 2016.
