Provender By Laws

Article 1 Organization

Section 1.1 - Name. The name of the Corporation is Provender Alliance, a 501(c)(6), mutual benefit Corporation.

Article 2 Purpose and Goals

Section 2.1 - Purpose. The Organization is dedicated to economic, social, and cultural change and shall work towards this end by supporting groups and individuals in the Pacific Northwest who provide food and other services in humane, cooperative, and economically appropriate ways.

Section 2.2 Goals. The goals of this Organization are:

a) to support the availability of fairly priced, sustainably produced, nutritious food, and other products;
b) to support non-exploitative and democratic practices at all levels of the economic system, local to international, production to consumption;
c) to promote ecologically sound land use practices;
d) to promote political self-determination and regional selfsufficiency;
e) to establish a mutual support structure to aid all Members;
f) to conduct outreach and educational activities to support the goals of the Organization;
g) to create a communication network among Members; and
h) to promote the principles of worker empowerment.

Article 3 Membership

Section 3.1 - Membership. Membership is open to any organization or individual that is in the business of providing food, products or services, and that:

a) agrees to support the purpose and goals of this Organization stated above in Article 2;
b) pays the membership dues and fees as determined by the Board of Directors;
c) subscribes to and works towards the following principles that reflect the values held by the Membership;

d) To that end, a Member shall:

1) operate for a social purpose rather than solely for profit;
2) function in a cooperative manner with other Members of Provender Alliance;
3) employ ethical business practices;
4) be responsive and accountable to the community they serve;
5) model fair and equitable human interactions in the workplace and in the community;
6) encourage and implement appropriate environmental practices; and,
7) maintain high standards of quality in products they sell.
e) agree to abide by and support the provisions of these Bylaws and any policies promulgated by the Board of Directors or the Membership.

Section 3.2 - Application. Upon payment of initial dues, a qualified Organization or Individual becomes a Member subject to approval by the Executive Director.

Section 3.3 - Rights. All Members shall have access to all services ad benefits provided by Provender Alliance regardless of geographic location or type of business or form of organization and shall be entitled to participate in all activities sponsored by Provender Alliance.

Section 3.4 - Powers. Each Member shall be entitled to vote for the Board of Directors and on any proposed amendment to the Articles in Incorporation or to these Bylaws.

Each Member shall have one vote. The voting shall be conducted in accordance with the rules set out by the board of Directors or these Bylaws.

Section 3.5 - Meetings. There shall be at least one meeting per year of the General Membership. Membership meetings may be called by the Board of Directors or by 10% of the Membership. Notice of the time and location of these meetings shall be sent to each Member at least 30 days prior to the meeting. A quorum shall consist of those Members present.

Section 3.6 - Dues. A scale of dues and fees will be fixed by the Board of Directors. Failure to pay dues within 90 days from the due date, without having made prior arrangements with the Organization, shall result in loss of membership.

Section 3.7 - Removal of a Member. Membership can be revoked if a Member has failed to abide by these Bylaws or other rules of the Organization. The board may act to revoke Membership.

The expelled Member has the right of appeal to the Membership, where a two-thirds vote is necessary to sustain the board's action.

A Member withdrawing from the Organization or whose Membership has been revoked shall surrender all rights in and all assets and property of Provender Alliance and shall lose all rights and privileges of Membership.

Article 4 Board of Directors

Section 4.1 - Composition. There shall be five to seven (5 to 7) members of the Board of Directors. Each director shall be a representative of a Member Organization (when elected). No more than one (1) paid staff person of Provender Alliance may be elected to the board. All laws and practices of conflict of interest shall be observed.

Section 4.2 - Election. The Board of Directors shall be elected by the General Membership by a mail-in ballot and/or at the annual meeting where all ballots will be counted. Directors shall serve for two-year terms. Election of Directors should be staggered to minimize board turnover.

Section 4.3 - Duties. The duties of the Board of Directors shall be to attend to the general business of the Corporation and to formulate policy of the Corporation.

Section 4.4 - Resignation. Any Director may resign at any time by giving written notice thereof to the President and/or Executive Director of the Corporation.

Section 4.5 - Removal. A board member may be replaced when absent for three consecutive regular meetings of the board without valid reason as determined by the board.

Following a declaration of removal, the Director so removed shall be given written notice of the action.

Any change in the relationship between a Director and the Member Organization that Director represents, shall not in itself be cause for removal.

Section 4.6 - Vacancies and Unfilled Seats. Vacancies and unfilled seats occurring in elective positions may be filled by the Board by a two-thirds vote for the unfinished term of office. The board may choose to leave the seat vacant.

Section 4.7 - Indemnification. To the full extent permitted by the Oregon Nonprofit Corporation Law, and under the terms and conditions stated therein, Provender Alliance shall, in respect to amounts actually and reasonably paid or incurred, indemnify any director or officer who is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that the person is or was a director or officer of Provender Alliance, or is or was serving at the request of Provender Alliance as a director, officer, employee or agent of another corporation.

The Board of Directors may, at any time, approve indemnification of any other person which Provender Alliance has the power to indemnify. The foregoing shall not be exclusive of any other right to which such persons may be lawfully entitled.

Article 5 Board Meetings

Section 5.1 - Regular Meetings. Regular meetings of the Board of Directors shall be held at times to be determined by the board but are to occur at least once per year. Meetings shall be open to all Members.

Section 5.2 - Special Meetings. Special meetings of the Board of Directors may be called by any two Directors or by the Executive Director.

Section 5.3 - Closed Meetings. The Board of Directors shall reserve the right to go into closed session by a two-thirds vote of the Directors present when privacy is needed to protect the rights of individuals or organizations.

Section 5.4 - Notice of Meetings. All members of the Board of Directors and all Members of Provender Alliance shall be notified of each board meeting at least seven (7) days previous thereto.

Section 5.5 - Quorum. A majority of the Board of Directors in office shall constitute a quorum for the transaction of business at any meeting of the board.

Section 5.6 - Voting. Each member of the board shall be entitled to one vote. The act of two-thirds of the Directors present at a duly constituted meetings shall be the act of the Board of Directors.

A majority of the Directors present at a meeting may vote to require polling by postal mail or electronic mail of each member of the board on any issues before the board. Such polling shall be completed within fourteen (14) days of the resolution to poll. A two-thirds majority of responses received shall be the act of the board, provided that a quorum has been achieved.

Section 5.7 - Decisions. All decisions of the board shall be made public to the Membership.

Article 6 Officers of the Corporation

Section 6.1 - Officers. The Board of Directors shall select officers of the Corporation from among themselves. The officers shall be President, Vice President and Treasurer.

Article 7 Fiscal Regulations

Section 7.1 - Contracts. The Board of Directors may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or confirmed to specific instances.

Section 7.2 - Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such a manner as shall be determined by the Board.

Section 7.3 - Assets. Upon dissolution or final liquidation of the Corporation, the assets of the Corporation shall be distributed in accordance with a plan of distribution adopted by the Board of Directors in accordance with state law.

Article 8 Amendments

Section 8.1 - Amendments. The power to adopt, alter, amend or repeal the Bylaws or to adopt new Bylaws shall be vested in the Board of Directors. The Board retains the option to poll the members for an advisory vote.

Article 9 Rules of Order

Section 9.1 - Rules of Order. In the absence of other procedures established by the Board of Directors or contained within these Bylaws, all Membership meetings and Board of Directors meetings shall be conducted according to Robert's Rules of Order.