The PLENTY is being re-launched as a project of The Abundance Foundation, a local 501c(3) nonprofit that is providing fiscal support through targeted donations. As such, the PLENTY Currency Cooperative Corporation is not yet a registered legal entity.
The interim Board of Trustees have formally adopted the Bylaws below to guide the PLENTY’s relaunch, and these bylaws will be the foundation of the PLENTY Currency Cooperative Corporation when it is formally established later this year. The Board of Trustees will then be nominated and elected by the membership recruited during the coming months.
In creating these Bylaws, the interim Board of Trustees drew from prior experience with the PLENTY as well as the successful BerkShares model.
ARTICLE 1 General
Section 1 Name
The name of the Corporation shall be the PLENTY Currency Cooperative Corporation (PCCC), a cooperative corporation organized under the laws of the State of North Carolina.
Section 2 Offices
The principal office of the Corporation shall be at 192 Lorax Lane, Pittsboro, NC, 27312
ARTICLE II Purpose and Function
Section 1 Purpose
PCCC is a cooperative organization working to promote just and sustainable local commerce through a local currency, the PLENTY.
Section 2 Function
PCCC is a corporation created for the following purposes:
Oversee the creation, issuance, and administration of a local currency which shall be called the PLENTY (Piedmont Local EcoNomy Tender),
AND maintain a directory of its choosing and design, which shall list all currently registered members who agree to accept some portion of PLENTY payment for goods and/or services rendered,
AND actively work to promote acceptance of PLENTYs within targeted communities.
ARTICLE III Membership
Section 1 General Membership
PCCC members shall consist of any individual or business who has paid the annual membership fee, met the membership guidelines, completed a membership registration form, and agrees to accept PLENTYs as full or partial payment for goods and/or services. The amount of the membership fee is decided upon yearly by the Board of Trustees. Members must conduct business and/or reside within the Corporation’s targeted communities.
Section 2 Voting Rights
The membership constitutes one body acting as a whole by way of consensus except where otherwise indicated in these Bylaws. Failing consensus, each member as described above is entitled to one vote in accordance with the Decision Making procedure outlined in Article VIII, Section 4.
For purposes of electing the Board of Trustees, hereafter referred to as “the Board”, each member is entitled to one vote per vacancy on the Board.
Members may vote by absentee ballot on any matter decided upon by the Corporation membership if unable to attend the meeting at which the matter will be decided. Such ballots must be received by the Secretary at least one day prior to the meeting.
Section 3 Meetings
In addition to occasional board meetings, there can be an Annual Meeting of the general membership to be held in the fall of every year for the purpose of reviewing the annual report, holding an election of members to fill vacancies on the Board, hearing reports from PCCC committees or affiliated associations, and conducting other appropriate business.
All meetings shall be open to the public and held in a public place. An Annual meeting agenda and absentee ballot (as appropriate) will be placed on the Corporation’s web site at least fifteen (15) days prior to the meeting. For those members who have indicated U.S. mail as their preferred means of receiving information from the Corporation, any ballots will be mailed at least fifteen (15) days prior to the meeting. Records and minutes of all meetings shall be available for public inspection by reviewing the Corporation’s website. A hard copy of these records are kept by the Secretary and are also open for public inspection upon request.
Any Officer may, and at the written request of any fifteen (15) members of the Corporation, any Officer shall call a general meeting of the membership other than the annual meeting and notice thereof shall be afforded each of the members of the Corporation not later than ten (10) days prior thereto. If the meeting is requested by the membership through an Officer, such meeting must occur within sixty (60) days of the Officer receiving the written request.
Regular meetings of the membership may be held at such times and places as the membership may establish at the Annual Meeting or other meeting and notice thereof shall not be required.
Section 4 Quorum
A majority of the members entitled to vote and present at the Annual Meeting added to the number voting by absentee ballot at said meeting shall constitute a quorum until the next Annual Meeting establishes a new quorum.
Section 5 Veto
The membership may nullify any action by the Board by calling a special meeting, as outlined in Article III, section 3, for the purpose of doing so within ten (10) days of the taking of such action by the Board. The meeting must take place within forty-five (45) days of the action. Any decision by the membership to nullify any action by the Board shall be expressed by a quorum of members in consensus, excluding the elected Board members from consideration in whether consensus is attained.
Section 6 Members’ Rights
A member has the right to attend Board and general membership meetings. Members will make nominations for Board members to the general membership and will elect Board members.
Section 7 Benefits to Members
A member receives listing in the member directory, a PLENTY acceptance sticker and other promotional materials as desired. PCCC will provide marketing support to its members via regular email marketing campaigns that are sent all members and interested non-members. A member can work effectively through associations with other members to promote the purposes of the Corporation.
Section 8 Responsibilities of Members
A member is required to accept PLENTYs as full or partial payment for goods and/or services as agreed upon acceptance of the membership form. A member must notify PCCC in the event of relinquishing membership in the Corporation. Members are prohibited from using PLENTYs in a manner inconsistent with the mission of PCCC. A member’s use of PLENTYs must always be in keeping with all applicable federal, state, and local laws. Members hold PCCC harmless.
ARTICLE IV Board of Trustees
Section 1 Initial Trustees
The founding members of the Corporation shall constitute the initial Board of Trustees and act in that capacity until such time as the general membership reaches 100 persons. At that time the initial Board shall call a meeting of the general membership and hold an election of the official Board.
Section 2 Function of the Board
The Board shall conduct the affairs of PCCC according to its by-laws and policies. Its powers shall include, but not be limited to the following:
A. Entering into agreements, partnerships, and contracts as furthers the interests of the Corporation and are in keeping with its cooperative status.
B. Creating such committees and working groups as it may determine to be necessary and desirable for the conduct of the affairs of the organization and to carry out the purposes of the Corporation.
C. Appointing interim Board member(s) as needed to maintain the minimum number of members in the case that a Trustee resigns or is removed by the membership.
D. Participate in fundraising activities necessary to supplement the organization’s operational budget.
E. Appoint an Executive Director as necessary to manage PLENTY programs, membership recruitment, and fundraising.
Section 3 Duties of the Board
A. Inform the membership and the general public on a regular basis through a widely circulated media concerning the affairs and the financial status of the Corporation.
B. Determine the best practices for printing PLENTYs which protect their value from improper uses or counterfeiting.
Section 4 Membership of the Board
A. Membership elects up to eleven Corporation members to the Board of Trustees. A minimum of five Corporation members serving on the Board is required in order to conduct official business. Any member who notifies the Secretary in writing of an intention to run and meets all other nomination requirements set by the board no later than forty-five (45) days before the Annual Meeting is nominated for election to the Board. The membership of PCCC shall elect members to fill the vacancies on the Board, with each member entitled to a number of votes equal to the number of vacancies. Membership to the Board shall be awarded to the candidate with the plurality of votes, followed by the next largest number of votes as needed, and so on until all vacancies are filled. In the case of a tie for the last remaining vacancy/vacancies, there will be an immediate runoff election, not subject to absentee ballot, amongst the members present. If a tie still remains, the matter will be decided by drawing straws with the drawing of the longest straw(s) indicating attaining the Board seat(s).
B. The term of office for a member of the Board shall be three years. The first formal election of the Board of Trustees shall elect one half of the Board (rounded down) for a one year term and the other half (rounded up) for a three year term. The three year terms will be awarded to the members with the most votes in the Board election. After the first formal election, all elected members shall serve a three year term, unless elected to fill a vacancy of an outgoing member, in which case the newly elected member shall serve only the remainder of the term of the member being replaced.
C. The elected members of the Board may appoint up to two additional members from the community at large or from the membership. Criteria for this selection shall be based on professional experience with financial matters and/or experience in the area and principles of community economic development. These Board members will not have voting rights for matters decided by the Board. If an appointed Board member is also a Corporation member, he/she is still afforded all of the rights of general membership including voting rights as pertains to issues open to membership vote. This includes voting on matters the elected Board members are excluded from, such as vetoing a Board action.
Section 5 Removal
The Board may remove a Trustee at any time by the consensus of all elected members of the Board, but for the purpose of determining whether or not consensus has been reached the position of the Board member the removal of whom is being decided upon shall not be considered. If the person so removed is a member of the Corporation, the removal of such person as a Trustee by the Board shall not affect the status of that person as a member of the Corporation.
The general membership can remove a Trustee at any time by a two-thirds majority of the membership voting at a meeting or by absentee ballot. The elected members of the Board are excluded from voting on this matter. An appointed member of the Board may vote as long as he/she is a Corporation member and is the not the Trustee whose removal is being considered.
ARTICLE V Officers
Section 1 Designation
The officers of PCCC shall be a President, Vice President, Secretary, and Treasurer. With the exception of Secretary/Treasurer, no one person may hold two officer positions simultaneously. All officers shall be elected by the Board from among its members.
Section 2 Duties
The duties of each officer shall be:
A. The President, . The president shall maintain the integrity of the board’s process and compliance with its own policies and as such will preside at meetings of members and at board meetings. The President shall appoint the heads of all standing and ad hoc board committees; shall, with input from other trustees, develop an agenda for monthly meetings; shall create an annual board calendar; and shall be an ex-officio member of all standing committees. In addition, the President, and/or other officer as agreed upon by the trustees, shall have check and formal document signing responsibilities.
B. The Vice-President shall fulfill the responsibilities of the President during the President’s absence or incapacitation, assist the President in discharging responsibilities as the President may see fit, oversee the operation of the Corporation’s committees, and fulfill any duties that may be determined by the Board of Trustees.
C. The Secretary shall be responsible for the taking and safekeeping of the official minutes of the Corporation, its records, and any other responsibilities as may be required under the Statutes of the State of North Carolina. The Secretary of the Corporation shall be responsible for providing minutes of the prior meeting and the Notice of Meeting at least seven days prior to any Trustee’s meeting.
D. The Treasurer of the Corporation shall have charge of all papers and records of the Corporation and of keeping an accurate account and record of all receipts and disbursements of the Corporation. All such papers, records, and accounts shall be open to inspection by any Trustee at intervals of not more than twelve (12) months and prior to the annual meeting. No funds shall be expended by the Corporation except in furtherance of its cooperative purposes.
Section 3 Tenure
The officers of the Corporation, unless removed as hereinafter provided for, shall hold office for one year and thereafter until their successors are chosen and qualified in their stead.
Section 4 Remuneration
No Officer or Trustee shall receive any compensation or remuneration from the Corporation for his/her work as an Officer or Trustee. However, the Board of Trustees may see fit to reimburse Officers or Trustees for any reasonable and necessary expense incurred. Members of the Board of Trustees are prohibited from accepting gifts or gratuities from the following:
A. From any person or agency performing services under contract with PCCC or under consideration to perform services under contract.
B. From persons who are otherwise in a position to benefit from the action of a Board member.
ARTICLE VI Executive Committee
Section 1 Designation
The executive committee shall consist of the officers of the Corporation and any other Trustee so appointed by the Board of Trustees.
Section 2 Responsibilities
The Board of Trustees may empower the executive committee to act on behalf of the Board of Trustees between meetings. The executive committee shall report to the Board of its actions at the next meeting of the Board of Trustees. The Board may reverse any action taken by the executive committee should it deem it necessary and prudent for the Corporation. Any action of the executive committee shall always be consistent with the Corporation’s cooperative purposes.
Section 3 Meetings
The executive committee shall hold meeting as required at the call of any one or more of its members and such meeting will take place within sixty (60) days of the written request.
ARTICLE VII Miscellaneous Provisions
Section 1 Convertibility of the PLENTY
A. The Piedmont Local EcoNomy Tender (PLENTY) is convertible to Federal Reserve Notes at participating financial institutions (Reserve Partners) at the exchange rate approved by the Board of Trustees, but is not guaranteed by any person or institution.
B. All circulating PLENTYs must be fully backed by appropriate reserves at all times. The Board of Trustees will work with Reserve Partners to assure full convertibility with appropriate audits and internal controls.
C. The Board of Trustees may identify and authorize other reserve commodities suitable for convertibility in the interest of sustainable local economic development.
Section 2 Inspection of Records
Any Trustee of the Corporation, either in person or by his or her agent, may inspect the books and records of the Corporation for any purpose at any reasonable time.
Section 3 Decision Making
A. Consensus will be the method of decision making at meetings of the Board of Trustees, the Executive Committee, and the general membership unless another benchmark (such as two-thirds majority) is specifically indicated in the section of the Bylaws pertaining to such type of decision. For all actions requiring consensus, the below provisions will apply when consensus is not reached.
B. If the Board of Trustees fails to achieve consensus on any matter before it, whether referred to it by the membership or originating within the Board, the matter will pass if no more than two of the elected Trustees vote against the action. If the Board contains fewer than five voting members, the matter will pass if no more than one of the elected Trustees vote against the action, or a simple majority votes in favor of the action, whichever is greater. For purposes of tallying votes, abstaining (whether pointedly or by absence from the meeting) is counted as a vote against.
C. If the Executive Committee fails to achieve consensus on any matter before it, the matter will pass if no more than one Executive Committee member votes against the action. For purposes of tallying votes, abstaining (whether pointedly or by absence from the meeting) is counted as a vote against.
Section 4 Arbitration
Questions and disputes regarding these Bylaws may be resolved in accordance with the rules established by the American Arbitration Association.
Section 5 Amendments
These Bylaws may be amended by a majority vote of all voting members of the Board of Trustees
ARTICLE VIII Disposition of Corporate Assets in the Event of Dissolution
If in the opinion of the Board of Trustees it becomes necessary or desirable to dissolve this Corporation, the Trustees shall call a meeting of the membership to discuss the proposal. If the decision to dissolve the Corporation is agreed upon by the general membership, the assets of the Corporation shall be applied and distributed explicitly in the order that follows:
A. Assets held by the Corporation under conditions requiring return, transfer, or conveyance, which conditions occur by reason of the dissolution shall be returned, transferred, or conveyed in accordance with such requirements.
B. All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or adequate provision shall be made thereof.
C. All other assets shall be transferred to corporations, groups, or organizations engaged in activities which substantially carry out the purposes of PCCC as stated in its Bylaws.