Bylaws of Massachusetts Local Food Cooperative, Inc.

adopted February 28, 2010

Section 1. ARTICLES OF ORGANIZATION; GOVERNING LAW

1.1 Articles of Organization. The name, purposes and principal office of the corporation shall be as set forth in the Articles of Organization. These Bylaws, the powers of the corporation and of its directors and stockholders and all matters concerning the conduct and regulation of the business and affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

1.2 Governing Law. These Bylaws shall be subject to such provisions of the statutory and common laws of the Commonwealth of Massachusetts as may be applicable to corporation corporations organized under the laws of the Commonwealth of Massachusetts. Subsequent references herein to provisions of law shall be deemed to be references to the aforesaid provisions of law, as from to time amended.

Section 2. CORPORATION PLAN

The corporation is organized and shall be operated according to the following corporation plan:

2.1 Organizational Structure and Purposes. The general character of the business of the corporation is to engage in providing at the retail level Massachusetts grown and/or Massachusetts processed foods and non-food items, for the mutual benefit of its producer and customer members. The activities of corporation are governed by its Core Values of social justice, environmental stewardship, and economic sustainability. The corporation shall educate members and the general public regarding corporation principles, the local food movement and the practical implementation of these principles. The corporation shall be operated on a cooperative basis for the mutual benefit of its members as patrons and owners. Acting as the agent of producer members, the corporation will publicize to its members the products that its producer members have for sale, receive orders from customer members, provide a way for products to be delivered to other members, collect payment from the customers, and forward the payments to the producers. Acting as the agent for customer members, the corporation will provide a catalog of available local food products that includes information about how and where the product was grown or processed. The corporation will take customer member orders and notify the appropriate producers, arrange for the food to be delivered, and receive and process payments. For both producer and customer members, the corporation will provide a basic screening of products and producers, based on its published parameters, and education and training regarding the use and advantages of local foods.

2.2 Classes of Stock. The corporation shall have one and only one class of stock.

2.3 Allocation of Shares. The Board of Directors is authorized to issue as many shares of stock as is necessary to provide each person who desires to become a member with one (1) share of stock upon payment of its actual value or par value, whichever is greater. The par value of each membership share is $50. Membership share stock may be authorized at any board meeting and the number of shares issued is always based on the applications for membership received at that meeting. The initial number of shares to be issued is 250.

2.4 Valuation of Shares. The actual value price of a membership share is determined by dividing the value of the corporation, as determined by the Board of Directors, by the number of members. The Board may take all relevant factors into consideration in determining this value, including annual revenues of the corporation, the transportation and communications links and routes developed by the corporation, goodwill and name recognition, cash on hand, and the value of the fixed assets of the corporation, provided however that the share price may never be less than the value of the fixed assets of the corporation plus capital cash on hand, divided by the number of members. The purpose of this Section 2.4 is to ensure that the entire value of the corporation is owned equally by the members, and that the value of a share reflects the member’s ownership in the corporation, thus dividing the ownership of the corporation equitably among all its customer and producer members.

2.5 Shares Tied to Membership. No person, persons, or other legal entity may own or vote more than one membership share in the corporation; however, any person may give money to the corporation to pay for shares of stock for low income persons who desire to be members of the corporation but who do not have sufficient funds to pay for the membership. Shares may not be transferred directly from members to nonmembers or between members. If a member desires to leave the corporation, or is expelled, the corporation shall buy back that membership share at the actual value within 90 days of receiving a written request or expelling a member. It shall then cancel that share on its books. The member may elect to donate his or her share to the corporation, in which case the value of the share shall be paid to the fund that finances membership stock purchases for low-income people. The Board may extend credit to nonmembers to enable them to purchase a membership share on an installment payment plan, under terms approved by the Board of Directors. Pending full payment of the membership share a member may not vote or hold office in the corporation, but they may exercise member privileges and rights as a customer and producer patron of the Corporation’s marketplaces.

2.6 No Transfer of Membership. No certificate of membership stock can or shall be assigned, either voluntarily or involuntarily, or by operation of law; nor can any membership or membership rights, voting or property rights of a member in the Corporation be assigned, transferred, alienated, or encumbered in any manner or by any means whatsoever. Any purported or attempted assignment, transfer, alienation, or encumbrance of either the certificate of membership stock, or of the membership, or membership and property rights, shall be null and void and confer no rights upon the purported assignee, transferee, or claimant. Provided, nothing herein shall prevent the donation of the share to the co-op by a resigning member, nor shall it prevent making donations or applying for grants to pay for the share for a person of poverty, nor shall it prevent the transfer for repurchase, of the member’s share, back to the co-op.

2.7 Distributions. No Member is entitled (either conditionally or unconditionally) to receive any distribution not out of the earnings and profits of the corporation, except on a complete or partial liquidation of the corporation. Any distributions shall be made at the discretion of the Board of Directors and shall be in accordance with applicable law.

2.8 No Discrimination. The corporation will not discriminate or permit discrimination on the basis of race, color, sex, religion, national origin, sexual orientation, genetics information, active military status, age, ancestry and disability.

Section 3. MEMBERS

3.1 Enumeration. The Members of the corporation shall consist of persons who are stockholders of the corporation.

3.2 Eligibility for Membership. Any natural person at least 18 years of age who meets minimum suitability standards is eligible for membership in the corporation. Membership is open to both customers and producers of Massachusetts food products or other Massachusetts products that are authorized by the Board of Directors.

3.3 Membership Designation. Members of the corporation are those persons or other legal entities that purchase a membership capital share in the corporation. There are two classes of members: producers and customers. The two classes are equal in their rights and privileges and responsibilities of membership, but they differ in their voting rights for the two Vice Presidents of the corporation. For avoidance of doubt, only producer members may vote for the producer Vice President; and only the customer members may vote for the customer Vice President. may A member may change their classification from customer to producer, or producer to customer, by notification to the Secretary. All members of a shareholder’s household share in the rights and privileges of membership, and may buy, sell, and hold office in the corporation, but only one vote is exercised per membership in the Cooperative Assembly. At each annual meeting, each household shall be given by the Secretary one voting card or flag for voting purposes at the annual meeting. For the purpose of these articles, “household” is defined as 2 or more persons residing at a common domicile or in the case of producers, 2 or more persons who are partners in a business enterprise. At the discretion of the Board of Directors, these definitions may be broadened to include institutions, retirement complexes, religious organizations, or other larger groups of people.

3.4 Application for Membership. Application for membership shall be submitted on such form as the Board of Directors from time to time prescribes, and all such applications shall be acted upon promptly by the Board of Directors or its designated agent.

3.5 Interim Members. Notwithstanding anything in this Section 3, the Interim Members shall be the original directors of the Corporation as included in the corporation’s original Articles of Organization.

3.6 Rights in Corporate Property. The property rights and interests of each member in the fixed assets of the corporation shall be equal and are determined based on the ownership of each member of one share of the corporation. The property rights and interest of each member in the membership patronage surplus of the corporation, if any, shall be determined and fixed on a patronage basis; and the surplus from the member patronage business of the corporation shall be allocated to member-patrons in the proportion that the patronage of each member bears to the total patronage of all the members of the corporation. The property rights and interest of each member in the nonmember surplus of the corporation, if any, are equal.

3.7 Termination of Membership. Members may be expelled for cause from the corporation by a two-thirds vote of the Board of Directors, acting upon the recommendation of the Discipline and Arbitration Committee, which shall make such recommendations based on a two-thirds vote of its members. Expulsions may be appealed to the Cooperative Assembly. Members who are expelled shall receive the actual or par value of their membership share, whichever is greater. Cause for expulsion includes, without limitation, illegal activity, fraudulent affidavits regarding the Massachusetts origin or production practices of products sold through the corporation, and prolonged and egregious inability or unwillingness to follow corporation standard operating procedures.

Section 4. COOPERATIVE ASSEMBLY

4.1 Place of Meeting. The supreme governing body of the corporation is the Cooperative Assembly, which is the annual or special meeting of the members. The Cooperative Assembly shall meet at least once each year to elect members of the Board of Directors and Officers of the corporation, approve or reject proposed changes to these Bylaws, consent to or repeal any action of the Board of Directors submitted to their vote, and conduct other such business as comes before the Assembly. The Cooperative Assembly shall meet at 51 Meetinghouse Hill Road, Sterling, Massachusetts 01564 or at other such place as may be determined in advance.

4.2 Annual Meetings. The Annual Meeting shall be held on the first Tuesday in February of each year (or the next business day if such day shall be a legal holiday) or at such other time as may be determined in advance. At each Cooperative Assembly the Members shall elect directors of the corporation, as provided in these Bylaws, and shall conduct such other business as may properly be brought before the meeting. If the Cooperative Assembly is not held on the date provided above, a Special Meeting in lieu of an Cooperative Assembly may be held at an alternate date with all the force and effect of an Cooperative Assembly.

4.3 Special Meetings. Special meetings of the members may be called at any time by the Board of Directors of the corporation or by a petition calling for a membership meeting and specifying the agenda, signed by five percent (5%) of the membership of the corporation or 250 members, whichever is less. If such a petition is submitted, the Secretary of the corporation must schedule a membership meeting within 30 days of its receipt by the Secretary.

4.6 Notice of Meetings. Written notice of every regular and special meeting of members shall be prepared and mailed to the last known mailing address of each member and posted on prominent signs at all association locations, not less than 10 (ten) days before such meeting. Such notice shall state the nature of the business expected to be conducted and the time and place of the meeting. No business shall be transacted at any special meeting other than that referred to in the notice. In all consideration of decisions to amend the articles or bylaws, as the case may be, the members shall be informed of such consideration at least twenty-five (25) days in advance through a mailing to all the cooperative members and a prominent notice at all cooperative locations.

4.7 Quorum. A quorum shall consist of at least ten percent (10%) in number of all the stockholders or subscribers for stock who are entitled to vote.

4.8 Adjournment of Meetings. If any Cooperative Assembly cannot be held or completed because a quorum is not present, the Members who are present, either in person or by proxy, may, except as otherwise provided by law, adjourn the meeting to a subsequent date which shall not be more than five (5) business days from when the original meeting was called or last adjourned, at which subsequent meeting the quorum requirement shall be the same as for the original meeting.

4.9 Voting. At every Cooperative Assembly, voting shall be on the basis of one vote per share. The vote of the majority of those present in person or by proxy shall decide any question brought before the Cooperative Assembly, unless the question is one upon which, by express provision of statute, the Articles of Organization, or these Bylaws, a different vote is required, in which case such express provision shall control.

4.10 Proxies. A Member may appoint as proxy only an adult member of his or her household or another Member of the corporation. In no case may a Member cast more than one vote by proxy in addition to his or her own vote. A proxy may be general or special, and must be in writing and filed with the Secretary before the appointed time of the meeting. As used in these Bylaws, any reference to voting shall refer to votes cast in person or by proxy.

4.12 Order of Business. The order of business at Annual Meetings of Members shall be as follows:

(a) Proof of Quorum and Notice of Meeting or Waiver of Notice;

(b)Approval of minutes of preceding meeting;

(c) Reports of Officers;

(d) Reports of Committees;

(e) Election of Directors;

(f) Unfinished Business; and

(g) New Business.

In the case of Special Meetings, items (a) through (b) shall be applicable, and thereafter the agenda shall consist of the items specified in the notice of meeting.

Section 5. DIRECTORS

5.1 Powers. The business of the corporation shall be managed by the Board of Directors who may exercise all the powers of the corporation, except such as by law, by the Articles of Organization or by these Bylaws are conferred upon or reserved to the Members. The Board shall be in charge of the general operations of the corporation, shall determine the need for corporation management, and make appropriate arrangements for management employees or volunteers, to be appointed by the President or General Manager. The Board shall authorize the employment of such other employees, agents, experts, and counsel as it from time to time deems necessary or advisable in the interest of the Association. The Board shall vote on the purchase and sale of property, is authorized to borrow money and apply for grants, and has other rights and privileges as provided by law, these articles, the corporation’s bylaws, or the vote of the members. The powers and authorities of this corporation may be exercised by the Board of Directors, subject to the laws of the Commonwealth of Massachusetts, the Articles of Organization, and any provisions of the bylaws. The Board of Directors shall have installed an accounting system, which shall be adequate to meet the requirements of the business and shall require proper records to be kept of all business transactions. The Board of Directors may not obligate the corporation for a debt larger than the value of the stock of the corporation.

5.2 Number: Staggered Terms and Election. The affairs of the corporation shall be governed by a Board of Directors composed of (a) the officers of the corporation, including the CIO; (b) one representative of the employees of the corporation, if the corporation has employees, who is elected by the employees; and (c) five or six members elected at large by the membership (five or six in order to make the membership of the Board an odd number). If the corporation hires a General Manager, he or she shall also be a member of the Board of Directors. 
Board members shall serve for three (3) years and may succeed themselves in office. All officers and Board members must be members of the corporation.
(a) Initially, from the date of incorporation through the first Cooperative Assembly, those persons named in the Articles of Organization (the “Interim Directors”), shall serve on the Board of Directors.

(b) At the first Cooperative Assembly there shall be elected the five at-large directors, one of whom shall serve one (1) year, two of whom shall serve two (2) years, and the remaining two of whom shall serve three (3) years. As the term of office of each of these directors expires a successor shall be elected, who shall serve for three (3) years, unless sooner removed or until his successor is elected and qualified.

(c) At all Cooperative Assemblies subsequent to the first Cooperative Assembly directors shall be elected to serve three (3) year terms.

(d) The Board may, by a two-thirds majority vote, refer decisions to the membership meeting, or a petition signed by five percent (5%) of the membership may refer such actions. A membership meeting must be held within 30 days of the Board’s vote or the submission of a valid referendum petition.

5.3 Committees. The Board of Directors may establish, delegate authority to, and dissolve committees, which may be permanent or temporary. Such committees shall act for and have the powers of the Board of Directors as delegated to them, provided, however, that the Board of Directors may not delegate any of the following authority:

(a) authority to elect directors, officers or temporary officers.

(b) authority to approve expenditures in excess of $2,500.

(c) authority to amend the corporation’s annual budget.

(d) authority to amend the subscription agreement used by the corporation, or the
corporation’s rules and regulations.

(e) authority to terminate a membership.

The following are the standing committees of the corporation. Their activities are governed by the provisions of the corporation’s bylaws and/or action of the Board of Directors:

(a) Finance. The Finance Committee shall arrange for the corporation’s financial accounting systems, procedures, and work.

(b) Audit. Audit Committee shall audit the financial records and board actions of the corporation.

(c) Producer Standards and Compliance. Producer Standards and Compliance ensures that products sold in the corporation’s marketplaces are licit for sale under corporation procedures.

(d) Corporation Administration and Operations. The Corporation Administration and Operations committee is responsible for the work involved with operating the corporation’s marketplaces and computer systems.

(e) Discipline and Arbitration. The Discipline and Arbitration committee considers membership expulsions or sanctions and arranges for arbitration in the event of disagreement between members of the corporation.

(f) Education and Core Values. The Education and Core Values committee provides education to members regarding the Corporation’s Core Values and their practical implementation, as well as the principles of the international cooperative movement.

(g) Membership & Publicity. The Membership & Publicity committee is responsible for recruiting new members.

5.4 Qualification. Individuals must meet the following qualifications to be elected to the Board of Directors:

(a) Directors must be at least 18 years old.

(b) Directors must be Members of the corporation.

(c) Directors must have agreed to serve on the Board.

5.5 Vacancies. Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy until the next regular meeting of the members. If the term of the vacating director does not expire at that regular member meeting, a special election shall be held to select a director to fill the year or years remaining in that term. Any director or officer of the corporation may be removed by a majority vote of the stockholders at any regular or special stockholders’ meeting lawfully called, and the vacancy may be filled at such meeting or by the remaining directors at any regular or special meeting thereafter.

5.6 Compensation. Board members may receive compensation for their expenses in attending meetings, to be determined by the Board, which may include mileage, accommodations, and meals, but they shall not receive a salary from the corporation.

5.7 Regular Meetings. Regular meetings of the Board of Directors shall be held at least quarterly and at such other times and at such places in the Commonwealth of Massachusetts as the Board may determine. The Board of Directors may conduct business by unanimous consents in lieu of meeting, if the consent clearly states the matter decided and is signed by all of the directors of the corporation who would be eligible to attend and vote at a regular meeting of the Board.

5.8 Special Meetings. A special meeting of the Board of Directors shall be held whenever called by the President or by three (3) of the directors. Only the business specified in the written notice shall be transacted at a special meeting. Each call for a special meeting shall be in writing, shall be signed by the person or persons calling the meeting, shall be addressed and delivered to the Secretary, and shall state the time and place of such meeting. Oral or written notice of each meeting of the Board of Directors shall be given to each director by, or under the supervision of, the Secretary of the corporation not less than seventy-two (72) hours prior to the time of meeting. But such notice may be waived by all the directors, and their appearance at a meeting shall constitute a waiver of notice. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.

5.9 Notice of Meetings. Notice of all Regular Meetings of the Board of Directors shall be given to all directors and all Members in writing at least five (5) days in advance of the scheduled meeting. Notice of Special Meetings shall be given to the directors in person or by telephone at least twenty-four (24) hours in advance of the meeting or in writing at least three (3) days in advance of such scheduled meeting. Written notices may be sent by regular mail.

5.10 Waiver of Notice. Before, or at, or after any meeting of the Board of Directors, any director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a director at any meeting of the Board of Directors shall be a waiver of notice.

5.11 Proxies. Proxies shall not be allowed at Board meetings for purposes of quorum or voting.

5.12 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the directors. The Secretary shall file such written consent with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.

5.13 Meeting by Telephone. A person may participate in a meeting by means of a conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other at the same time; participation by such means shall constitute presence in person at the meeting.

Section 6. OFFICERS

6.1 Number and Qualification: Election. There shall be six officers of the corporation: a President, a Vice-President for Producers, a Vice-President for Customers , a Treasurer, a Secretary and a Chief Information Officer. Each officer shall be a director of the corporation and shall be elected by the Board of Directors. The officers of the Massachusetts Local Food Organizing Committee shall serve as initial officers of the corporation until the first meeting of the Cooperative Assembly, at which time the President, Vice Presidents for Customers and Producers, Secretary, and Treasurer shall be elected.

6.2 Tenure. The officers shall serve terms of three (3) years and may succeed themselves in office. Whenever a vacancy occurs in the officers, other than from the expiration of a term of office, the Board of Directors shall appoint a member to fill the vacancy until the next regular meeting of the members. If the term of the vacating director does not expire at that regular member meeting, a special election shall be held to select a director to fill the year or years remaining in that term.

6.3 President. The President shall (1) preside over all meetings of the corporation and of the Board of Directors; (2) call special meetings of the Board of Directors; (3) appoint such additional committees for special or regular purposes as the Board of Directors may deem advisable for the proper conduct of the corporation; (4) is responsible for appointing and removing management as provided for by the Board of Directors, provided however that if the corporation hires a General Manager, said appointment shall be by the Board of Directors and at that time the General Manager shall be responsible for supervising, appointing, and removing if necessary the other management employees and volunteers of the corporation; (5) Serve as chair of the Corporation Administration and Operations Committee; and (6) perform all acts and duties usually performed by a presiding officer and, in the absence of a General Manager employed by the corporation, the duties of a General Manager. In the event of the absence or disability of the President, his or her duties shall be exercised by the Vice President for Producers and the Vice President for Customers, in rotation.

6.4 Vice President for Producers. The Vice President for Producers shall affirmatively represent the views and needs of the producer members of the Corporation, and rotate with the Vice President for Customers in fulfilling the duties of the President in the event of his or her absence or disability. If the Corporation does not have a General Manager, the Vice President for Producers shall assist the President in the general management of the corporation.

6.5 Vice President for Customers. The Vice President for Customers shall affirmatively represent the views and needs of the customer members of the corporation, and rotate with the Vice President for Producers in fulfilling the duties of the President in the event of his or her absence or disability. If the corporation does not have a General Manager, the Vice President for Customers shall assist the President in the general management of the corporation.

6.6 Secretary. The Secretary shall keep a complete record of all meetings of the corporation and of the Board of Directors and shall have general charge and supervision of the books and records of the corporation. The Secretary shall sign papers pertaining to the corporation as authorized or directed by the Board of Directors. The Secretary shall serve all notices required by law and by the Articles of Incorporation and the bylaws and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. There shall be a corporate seal, and the Secretary shall have custody of it. The Secretary shall keep all books of blank membership stock certificates, complete and countersign all membership stock certificates issued; shall keep complete membership certificate ownership records; shall make all reports required by law; and shall perform such other duties as may be required by the Association or the Board of Directors. Upon the election of a successor, the Secretary shall turn over all books and other property belonging to the Association.

6.7 Treasurer. The Treasurer shall be responsible for the keeping and disbursing of all monies of the corporation, and shall keep accurate books of accounts of all transactions of the corporation. The Treasurer shall perform such duties with respect to the finances of the corporation as may be prescribed by the Board of Directors. At the expiration of his or her term of office, the Treasurer shall promptly turn over to the successor all monies, property, books, records, and documents pertaining to his or her office or belonging to the corporation.

6.8 Chief Information Officer. The CIO shall be responsible for the development and operation of the corporation’s computer systems. Because of the nature of this office, the CIO shall be appointed by the Board of Directors.

Section 7. CAPITAL STOCK

7.1 Stock Certificates. Each stock certificate shall state that the corporation is organized under the laws of the Commonwealth of Massachusetts, the name of the registered holder of the stock, and the preferences and restrictions applicable thereto, and shall be in the form prescribed by the Board of Directors. Stock certificates shall be consecutively numbered, bound in one or more books, and shall be issued only upon full payment. Every stock certificate shall be signed by the President or a Vice President, and by the Treasurer, and shall bear the corporate seal.

7.2 Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the corporation and alleged to have been destroyed or lost, upon the making of an affidavit of that fact by the person requesting a new certificate. when authorizing the issuance of a new certificate, the Board of Directors may, in its discretion, require the registered owner of such lost or destroyed certificate to advertise the same in such manner as the Board of Directors shall require and to give the corporation a bond in such sum as the Board of Directors may require as indemnity against any claim that may be made against the corporation by reason of the issuance of the new certificate.

Section 8. CORPORATE SEAL

The Board of Directors shall provide a suitable corporate seal containing the name of the corporation, which seal shall be in the charge of the Secretary. If so directed by the Board of Directors, a duplicate of the seal may be kept and used by the Treasurer.

Section 9. OPERATIONS

9.1 Fiscal Year. The initial fiscal year of the corporation shall be the calendar year. The fiscal year may be changed by the Board of Directors.

9.2 Books and Accounts. Books and accounts of the corporation shall be kept under the direction of the Treasurer.

9.3 Auditing. At the close of each fiscal year, the books and records of the corporation must be examined by a certified public accountant, if such an examination is required based on current law. Based on such reports, if any, the corporation shall furnish its Members with an annual financial statement including the income and disbursements of the corporation.

9.4 Inspection of Books. Financial reports, financial books and records, and the membership records of the corporation shall be available at the principal office of the corporation for inspection at reasonable times by any Member.

9.5 Execution of Corporate Documents. With the prior authorization of the Board of Directors, all notes and contracts, including proprietary leases, mortgages and loan agreements shall be executed on behalf of the corporation by either the president or the vice president. Checks shall be executed on behalf of the corporation by persons designated from time to time by the Board of Directors.

Section 10. INDEMNIFICATION

Any director, officer, former director or former officer, elected by the stockholders (including person elected by the Board of Directors to fill vacancies in the Board of Directors or in such offices) shall be indemnified by the corporation against expenses necessarily paid or incurred by him or her in connection with or arising out of any claim made, or any civil or criminal action, suit or proceeding of whatever nature brought against him or her, or in which he or she is made a party, or in which he or she is otherwise involved, by reasons of being or having been a director or officer of the corporation. The Board of Directors may, from time to time, provide for the indemnification of any officer elected by the Board of Directors or any employee or other agent of the corporation (including persons who serve at its request as directors or officers of another organization in which it owns shares or of which it is a creditor), upon such terms as it deems in the best interests of the corporation.

No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudged in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation. If he or she has not been so adjudged he or she shall be entitled to indemnification unless the Board of Directors decides that he did not act in good faith in the reasonable belief that his action was in the best interests of the corporation. Expenses incurred of the character described in the preceding paragraph may, with the approval of the Board of Directors, be advanced by the corporation prior to the final disposition of the proceeding involved, upon receipt of an undertaking by the recipient to repay all such advanced if he or she is adjudged not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation or if the Board of Directors decides that he is not entitled to indemnification.

Any rights of indemnification hereunder shall not be exclusive, shall be in addition to any other fight which a director, officer or employee may have or obtain and shall accrue to his or her estate.

Section 11. AMENDMENT

These Bylaws may be amended at any time, or from time to time, by the affirmative vote of two-thirds of the members present at any annual meeting of the stockholders, if notice of the proposed amendment shall have been given in the call for such meeting. The Directors, who shall sign and acknowledge and file, as above provided, new or revised articles containing such amendments and superseding the original articles, shall put such amendments into effect. Provided, however, that limiting ownership of shares of membership stock to one per membership is neither amendable nor repealable.

Section 12. ASSUMPTION

This Corporation assumes the membership, assets, and liabilities of the Massachusetts Local Food Organizing Committee.