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ARTICLE I. ORGANIZATIONAL PRINCIPLES
ARTICLE II. MEMBERSHIP
ARTICLE III. MEMBERSHIP MEETINGS
ARTICLE IV. REFERENDUMS
ARTICLE V. BOARD OF DIRECTORS
ARTICLE VI. COORDINATORS
ARTICLE VII. COMMITTEES
ARTICLE VIII. RECORDS
ARTICLE IX. FINANCES
ARTICLE X. PARLIAMENTARY AUTHORITY
ARTICLE XI. DISSOLUTION
ARTICLE XII. AMENDMENTS

ARTICLE I. ORGANIZATIONAL PRINCIPLES

A. The name of this organization is PRAIRIELAND COMMUNITY SUPPORTED AGRICULTURE (PCSA).

B. PCSA is a community-based organization that seeks to:

1. Promote a locally based, sustainable agricultural system that preserves the environment and the community;
2. Develop ties between local farmers and consumers;
3. Encourage consumers to share the risk of crop production; and
4. Distribute high-quality organic produce.

ARTICLE II. MEMBERSHIP

A. Membership is voluntary and nondiscriminatory. All East-Central Illinois residents who are at least 18 years old are eligible regardless of their race, gender, sexual orientation, class, age, national origin, cultural identity, spirituality, religious affiliation, physical or mental ability, HIV antibody status, marital status, family structure, socioeconomic status, educational status, or other distinctions.

1. A Farmer who is appointed to provide produce for PCSA Shareholders; or
2. A person whose name and address is listed as a Primary or Secondary Shareholder in a currently valid Farmer-Shareholder Agreement.
C. Memberships start when the Board of Directors appoints Farmers who provide produce for PCSA members or when Farmer-Shareholder Agreements are received with the required payments. Memberships of elected or appointed Directors, Coordinators, and Committee members end when their terms in office end. Other memberships end on December 31 of the calendar year, unless extended by action of the Board. Memberships also end whenever the Board determines that a members have died, resigned, sold or abandoned Shares, willfully engaged in conduct harmful to PCSA, or not participated in PCSA activities during the past four months.
D. Members are expected to:: 1. Attend membership meetings; 2. Inform the Steering Committee of problems, or potential problems, with PCSA operations by responding to surveys or contacting members of the Committee;
3. Inform PCSA of changes in address or other relevant information so that PCSA can maintain an up-to-date membership database;
4. Abide by valid decisions that are made in accordance with these Bylaws; and
5. Members who are Primary Shareholders should make sure that Share payments are made on time, information provided by PCSA is passed on to Secondary Shareholders, and produce is picked up every week during the distribution season.
E. Members have the right to:: 1. Attend, speak, and vote in membership meetings
2. Vote in referendums or recalls;
3. Propose items for consideration at membership meetings, initiate recalls of Directors, and propose amendments to these Bylaws;
4. Have reasonable access to PCSA records, including financial information; 5. Attend and have a reasonable right to speak at Board or committee meetings;
6. Serve on committees, subject to approval by the Board; and
7. Participate in any PCSA volunteer system.
F. PCSA may adopt a system that allows members to volunteer for activities furthering PCSA's objectives. Volunteers may be reimbursed for reasonable out-of-pocket expenditures or otherwise compensated. Compensation for individuals may be different and compensation may vary year-to-year. Participation in any volunteer system shall be open to all members of the organization, subject to the availability of work as determined by the Steering Committee.

ARTICLE III. MEMBERSHIP MEETINGS

A. There shall be an Annual Membership Meeting held in March or April. The Board of Directors shall call this meeting. The date, time, place, and agenda shall be specified in the call.

B. Special Membership Meetings may be called by vote of the members at a previous Membership Meeting, by vote of the Board of Directors, or by a petition signed by ten percent of the current members. The PCSA Secretary shall validate petitions. The date, time, place, and agenda shall be specified in the call.

1. Mailed, or e-mailed, to members at least three weeks before the meeting date; or
2. Made available to the members where they pick up produce on three distribution days on at least three distribution days before the meeting date.
Mailing, or making available a notice and an agenda to a member who is the Primary Shareholder of a PCSA Share shall constitute adequate notice to the members who are Secondary Shareholders of that Share.
D. The agenda for the Annual Membership Meeting shall include:: 1. A report or reports on PCSA activities;
2. A report on PCSA finances;
3. Election of Directors;
4. Other matters as specified by the Board of Directors; and
5. Matters that may be proposed by members in advance of, or during, the meeting.
The body that calls the meeting shall specify the agenda for a Special Membership Meeting. It should be limited to items that require immediate attention. Matters not listed on the agenda for a membership meeting shall not be considered unless authorized by two-thirds of the members present and voting at the meeting.
E. The PCSA President shall be the Facilitator for membership meetings. If the President is unable to perform this duty, another Director shall act as Facilitator. The Facilitator is responsible for conducting a meeting in such a manner that each member present has a reasonable chance to speak. Members who cannot be present may provide written statements to be read at appropriate times.
F. A quorum for membership meetings shall be ten percent of the current members. Proxy votes shall not be allowed. Each member present shall have only one vote. A majority of those present and voting shall be sufficient to decide an issue unless a larger majority is mandated by these Bylaws or by Roberts Rules of Order, Newly Revised. When there are two or more candidates for an elective office, the voting shall be by secret ballot.

ARTICLE IV. REFERENDUMS

A. The Board of Directors may determine that a matter should be submitted to the entire membership rather than placing it on the agenda of a membership meeting. A petition signed by ten percent of the current members may also specify that a matter be submitted to the entire membership rather than placing it on the agenda of a membership meeting. The PCSA Secretary shall validate petitions.

1. Mailed, or e-mailed, to all members three weeks prior to the date that ballots will be counted; or
2. Made available to members where they pick up produce on three distribution days prior to the date ballots will be counted, provided that an effort is made to get them to members who normally do not pick up produce.
The information should include a discussion of issues and statements from members who support or oppose each proposal. Authors of proposals should have input on wording of the ballot.
C. Ballots can be mailed or hand delivered to PCSA. The Board of Directors shall appoint at least three Tellers who will receive and count the ballots. Ballots received after the Tellers begin counting, ballots in unsealed or unsigned envelopes, and ballots not marked in accordance with voter instructions shall be invalid. The Tellers shall report the results of the referendum to the PCSA President. All ballots received, including those declared invalid, shall be retained for 90 days so as to be available for recounts.

ARTICLE V. BOARD OF DIRECTORS

A. A Board that consists of five elected Directors shall manage PCSA. A full term for a Director shall be two years or until a successor is elected. No Director may serve more than two consecutive full terms, but these terms may be preceded by a partial term. The terms of the five Directors shall be staggered so that two expire in even numbered years and three expire in odd numbered years. The first Board shall consist of two Directors elected for one-year partial terms and three Directors elected for two-year full terms.

1. Regularly attend Board and Steering Committee meetings;
2. Attend all membership meetings;
3. Keep informed about PCSA activities and matters before the Board;
4. Be readily accessible to PCSA members.
C. Directors may be recalled. A petition stating the reasons for recalling a Director, and signed by ten percent of the current members will initiate a vote by the PCSA membership. The PCSA Secretary shall validate recall petitions. However, if the Secretary is the Director named in a petition, the PCSA President shall appoint another Director to validate that petition and distribute voting materials. Recalls will be conducted in the same manner as the referendums described in Article IV. D. If a Director position becomes vacant for any reason, as determined by the Board of Directors, the Board may appoint a current PCSA member to fill the vacancy. The appointee shall serve the remainder of the term for that position. However for any term extending beyound th next Annual Membership Meeting, the appointment must be confirmed by a vote of the members. E. Directors may be reimbursed for out-of-pocket expenses but shall not be otherwise compensated unless the compensation is related to the performance of Coordinator or Committee duties. F. After each Annual Membership Meeting, the Board of Directors shall appoint, from its membership the following officers: PCSA President; PCSA Secretary; PCSA Treasurer; PCSA Representative to the Illinois Disciples Foundation (IDF); and PCSA Steering Committee Chairperson. These officers shall exercise no powers other than those legally required, specified by these Bylaws, or delegated by the Board of Directors. Their principal duties are: 1. PCSA President - a. Represent PCSA at meetings of outside organizations or public events, b. Serve as Board of Directors Chairperson and Facilitator; c. Schedule Board meetings and develop agendas for these meetings, and d. Serve as Facilitator for PCSA membership meetings; 2. PCSA Secretary - a. Serve as Board of Directors Secretary, b. Record minutes of Board meetings and membership meetings, c. Distribute materials prior to meetings, referendums and recalls, and d. Maintain files of Board and PCSA documents; 3. PCSA Treasurer - a. Serve as Board of Directors Financial Manager, b. Supervise persons who handle PCSA funds or maintain PCSA financial records, c. Negotiate for investment of PCSA funds or loans to PCSA, and d. As required, report on PCSA finances at Board and membership meetings; 4. PCSA Representative to the Illinois Disciples Foundation - a. Regularly attend meetings of the IDF Program Committee, b. Keep the Board informed about IDF actions that affect, or could affect, PCSA, c. Coordinate PCSA responses to IDF requests for information, and d. Coordinate PCSA efforts to raise funds for IDF; 5. Steering Committee Chairperson - perform the duties listed in Article VII, Section E. of these Bylaws.
G. Directors may serve as Coordinators, Committee Chairpersons or Committee members. H. As required, the Board of Directors may appoint members or non-members to serve as agents of PCSA. The Board may also hire members or non-members to perform specified duties for PCSA. I. The Board of Directors shall meet at least four times per year on a schedule to be established by the Board. The Board of Directors Chairperson, or a majority of the Directors, may call other Board meetings. Board meetings may be held in conjunction with membership or committee or meetings. Board meetings shall be publicized and open to all members. Members shall be allowed to speak at Board meetings. J. The Board of Directors' principal duties and powers are as follows:: 1. It shall manage and supervise PCSA activities including member services, facilities, finances, committees, Coordinators, volunteers, and employees;
2. It shall appoint the Farmers who supply produce to PCSA Shareholders;
3. It may accept member resignations, and terminate membership for good cause;
4. It may approve a system that allows members to get involved in PCSA activities;
5. It shall call Annual Membership Meetings and may call Special Membership Meetings;
6. It shall ensure that the necessary materials are distributed prior to membership meetings, referendums, and recalls;
7. It shall appoint Tellers to count the votes on referendums and recalls;
8. It shall determine the number of Coordinators and their responsibilities;
9. It may establish Committees as required, appoint their Chairpersons, and assign duties;
10. It may approve reimbursements out-of-pocket expenditures by any member and other compensation for Coordinators, committee members and volunteers;
11. It may appoint agents and hire employees to perform specified duties;
12. It may approve purchases of goods, providing that those individual purchases exceeding $1,000 are pre-approved or ratified by vote of the members;
13. It may authorize investment of PCSA funds or borrowing of funds for PCSA, provided that borrowing of funds is pre-approved by votes of the members; and
14. It shall perform other duties as voted by the members.

ARTICLE VI. COORDINATORS

A. The Board of Directors may appoint Coordinators to plan and carry out defined PCSA activities. Each year, the Board shall determine how many Coordinators will be appointed and what duties they will have. The Steering Committee will be responsible for soliciting candidates. Preferably, candidates will be current or potential members of PCSA. The Steering Committee will also be responsible for interviewing candidates and recommending whom the Board should appoint to each Coordinator position. A Coordinator's term of office shall expire immediately after the next Annual Membership Meeting unless extended by action of the Board.

B. If a Coordinator position becomes vacant for any reason, the Steering Committee shall recommend whom the Board should appoint to fill that position for the remainder of its term.

C. Coordinators may be reimbursed for reasonable out-of-pocket expenses and otherwise compensated. Individual Coordinators may be compensated at different levels, and compensation may vary year-to-year.

D. Coordinators shall work under the immediate supervision of the Board of Directors. If any Coordinator fails to perform their duties for a period of two months, the Board may determine that their position is vacant.

ARTICLE VII. COMMITTEES

A. There shall be a Steering Committee to manage the day-to-day PCSA activities. The members of this Committee shall be the five elected Directors, the appointed Coordinators, and the appointed Farmers who provide produce for PCSA members. One of the Directors shall be appointed by the Board of Directors to serve as the Committee Chairperson.

B. The Steering Committee's duties and powers are as follows:

1. It shall plan and supervise the day-to-day activities of PCSA in accordance with policies established by the Board of Directors or membership;
2. It shall develop Coordinator job descriptions, solicit and interview candidates, and recommend whom should be appointed to individual Coordinator positions;
3. It may develop a system that allows members to volunteer for PCSA activities and, with the approval of the Board or membership, operate the system;
4. It may develop innovative projects or procedures designed to improve PCSA services and, with the approval of the Board or membership, use these projects or procedures;
5. It shall coordinate the work of everyone involved in PCSA activities;
6. It shall ensure that PCSA activities are properly documented;
7. It shall keep the membership informed about PCSA activities; and
8. It shall perform other duties as assigned by the Board or voted by the members.

C. The Board of Directors may establish other committees as required, appoint Chairpersons, and assign duties. Chairpersons shall select and appoint the other members of their committees unless the Board specifies a different procedure. Terms of Chairpersons or other committee members expire immediately after the next Annual Membership Meeting unless otherwise specified by the Board.

D. All Committees shall operate under the supervision of the Board of Directors. If required, Committee Chairpersons will give reports at Board or membership meetings.

E. Committee Chairpersons shall serve as Facilitators at committee meetings, shall develop agendas for committee meetings and may call Committee meetings. Committees shall develop their own operating procedures and may designate one of their members as the Committee Secretary. Committee activities should be properly documented.

F. Chairpersons and other committee members may be reimbursed for reasonable out-of-pocket expenses and otherwise compensated. Individual chairpersons or members may be compensated at different levels and compensation may vary year-to-year.

ARTICLE VIII. RECORDS: A. Minutes shall be kept of all membership meetings, Board of Director meetings, and Committee meetings. A copy of policies or other important documents adopted at a meeting should be attached to the minutes for that meeting.
B. Copies of meeting minutes, adopted policies and procedures, financial records, current Bylaws, and any Articles of Incorporation shall be kept in the PCSA office and, except for confidential personal information about members, will be made available to members.

ARTICLE IX. FINANCES

A. The Fiscal Year for PCSA shall be the calendar year.

B. The Board of Directors may require that persons handling PCSA funds be bonded. Any bonding fees will be paid by PCSA.

C. Individual purchases of goods exceeding $1,000 shall be pre-approved or ratified by the membership.

D. The Board may authorize investment of PCSA funds and borrowing of funds for PCSA. Any borrowings shall be pre-approved by the membership.

E. The Board shall select the financial institutions where PCSA funds are kept, invested, or borrowed. Bank accounts and investment instruments must be insured by a United States government agency.

ARTICLE X. PARLIAMENTARY AUTHORITY: Membership, Board of Directors, and committee meetings shall be conducted in accordance with Robert's Rules of Order, Newly Revised unless otherwise specified in these Bylaws.

ARTICLE XI. DISSOLUTION: In the event of dissolution or liquidation, all PCSA assets shall be distributed to organizations or individuals to be used for purposes that further the mission of PCSA. The board of Directors shall select the recipients of these assets, and their decisions shall be final.

ARTICLE XII. AMENDMENTS

A. The Board of Directors, a Committee, or current PCSA members may propose amendments to these Bylaws. Proposals from Committees and members shall be submitted to the Board, but only those from Committees may be modified or rejected by the Board. The Board shall determine when and how proposals are submitted to the membership. However, proposals in the form of petitions specifying a referendum vote must be submitted to the membership in a referendum.

B. The text of proposed amendments to the Bylaws shall be distributed with the call and agenda for membership meetings or with the ballots for referendums. The originators of the proposal shall be allowed to speak when it is considered at membership meetings, to submit a statement when it is considered in a referendum, and should have input on wording of the referendum ballot.

C. Unless otherwise specified in the proposal, Bylaws amendments become effective 60 days after the members approve them.

D. A two-thirds majority of the members present and voting at a membership meeting is required to ammend these Bylaws.