Article 1 - Offices
1.1 The name of this not-for-profit corporation is St. Francis Farm Community, Inc. Its principal office and place of business is located at St. Francis Community, Inc., 136 Wart Road, Lacona, New York 13083.
Article 2 - Purpose
2.1 The purpose of St. Francis Farm Community, Inc. is to live a neighborly life based on the Gospels and on Catholic Worker principles as an alternative to the consumer culture. The work of St. Francis Farm Community is to build community by offering a prayerful presence and providing people of diverse circumstances the opportunity to do meaningful work, to stop and think about their lives and to explore and enjoy the natural world. Food is grown to sustain the people who live on St. Francis Farm Community, Inc. and to share with members of the larger community in need of food. The land is understood as a sustainable resource providing not only food but also fuel, lumber, wildlife habitat and public access.
Article 3 - Organization
3.1 St. Francis Farm Community, Inc. shall consist of a Board of Directors who shall appoint Officers to carry out the work of the corporation.
Article 4 - Meetings
4.1 Annual meetings of the Board of Directors shall be held at St. Francis Farm Community, Inc. at a time appointed by the Board. The Board will be notified by phone or email two weeks in advance. Notice in writing shall not be required.
4.2 A quorum of 2/3 of the Board members shall be required at annual meetings.
4.3 The Officers may call special advisory meetings of the Board as needed. Special meetings of the Board shall be held upon notice to the Directors.
4.4 A teleconference may be considered an official meeting.
4.5 The decisions of St. Francis Farm Community, Inc. shall not be made by voting. The directors are convinced that the Spirit speaks to the group when its members are gathered together, listening to the Spirit and to each other. The Board shall meet to discern the Spirit, exploring the differences and seeking consensus.
4.6 The persons named in the Certificate of Incorporation shall act as the Board of Directors during the period between the organizational meeting and the first annual meeting of the Board of Directors.
Article 5 - Board of Directors
5.1 The Board shall be comprised of no fewer than 3 members and no more than 12 members.
5.2 Board members shall be appointed initially by the persons named in the Certificate of Incorporation, thereafter by the Board. They must be over 18 years of age and interested in furthering the mission of St. Francis Farm Community, Inc.
5.3 The term of office for Board members shall be at least two years, which may be renewed at the annual meeting.
5.4 The Board shall fill vacancies at its discretion.
5.5 A Board member may resign by submitting his/her resignation in writing to the Officers.
5.6 A Director may be removed for cause by agreement of the rest of the directors then in office if the Board determines that the Director has either not acted in good faith or has acted against the best interests of the Corporation, and the Corporation has been harmed thereby. Such action shall be taken at a meeting after notice of at least two weeks to all Directors. A majority of the Directors must be present. The Director whose removal is sought shall have the right to be present at the meeting and to present evidence on his/her behalf, but he/she will not participate in making the decision.
Article 6 - Officers
6.1 The Officers shall be known as Core Members and may or may not be Directors. To be eligible to be Officers they must be community members who live and work at St. Francis Farm Community. Core Members and members of the Board of Directors are expected to participate in ongoing discussion of the work of SFFC in relation to its basic purpose. At its Annual Meeting the Board of Directors shall review the work of the Core Members, provide suggestions, and renew their terms. The Board may appoint new Core Members at any duly called meeting.
6.2 The Core Members shall carry out the missions of St. Francis Farm Community, Inc. and make all necessary decisions, calling special meetings as needed to seek advice and support from the Board of Directors.
6.3 Officers shall serve without salaries.
6.4 Officers may resign by submitting written notice of resignation to the Board.
6.5 Any Officer elected or appointed by the Board may be removed by the Board with or without cause.
6.6 If no Core Members remain in residence the Board shall have the authority to appoint provisional Officers or to assume the responsibilities of Officers until the next Board meeting.
Article 7 - Committees
7.1 The Board is authorized to create advisory committees only.
Article 8 - Administrative and Financial Considerations
8.1 The Officers will have authority to sign financial documents.
Article 9 - Amendment of By-Laws
9.1 The Bylaws of St. Francis Farm Community, Inc. may be amended at a duly called meeting of the Board.
Article 10—Conflict of Interest
10.1 St. Francis Farm Community’s Board of Directors shall not authorize transactions that benefit the private interests of Directors or Officers, or of parties related to Directors or Officers, unless independent Directors determine that such transactions are in SFFC’s best interest.
10.2 Before the selection of any new Director or Officer of SFFC, and annually thereafter, any Director or Officer who is an officer, director, trustee, member, owner or employee of any entity with which SFFC has a relationship shall submit a written statement to the Board disclosing his or her connection with the above-described organization. Officers and Directors shall also disclose any transactions to which SFFC is a party and in which they have private interests that might conflict with SFFC’s interests.
10.3 When there is a potential conflict of interest in a matter being decided by the Board, the interested party may present information to the Board but shall not participate in making the decision. The interested party shall not exert undue influence over independent Board members. The minutes of the Board meeting shall include a full explanation of all potential conflicts and of the manner in which they were resolved.
St. Francis Farm Community now officially owns the land which has been its home for almost thirty years. Time of Jubilee, the Syracuse-based land trust which held the title for Fr. McVey for twenty one years and then asked us to form our own land-holding entity, transferred the title to us on September 2. This is the end of a lot of legal paperwork, and the beginning of a new set of questions about our use of the land. Much of our land is wooded. A state forester told us three years ago that we had timber which was ready to be harvested, and some stands which should be thinned. Now we are legally able to harvest timber. We are conscious of having a valuable resource in an area where there are many needs; we also want to preserve the complex network of life that has grown in our woods, and the beauty of the land. We will be consulting the College of Environmental Science and Forestry and others as we consider how to be good stewards of this resource. Friends have come to walk the hayfields with us and help us figure out how to keep getting what we need for our goats and Unity Acres’ cows without depleting the soil. Friends have suggested that our woods and fields offer a good space for nature walks and study. We still have a lot to learn.
We were granted federal tax-exempt status in June. We recognize that many Catholic Workers choose not to seek this status, preferring to remain clearly independent of the federal government and to encourage people to give out of love and at personal sacrifice without an added incentive in the form of a tax deduction. We also know people who do not wish to support war through their income taxes. By living more simply, making less money, and making donations to tax-exempt organizations that work for peace and justice, they are freed from the obligation to pay war taxes. When we had to incorporate in order to hold the title to the land, we decided that we needed to seek tax exemption. Federal tax-exempt status is required to exempt us from paying property taxes which consume over a third of our budget. We had expected to be tax-exempt before this year’s school and property taxes were due; we forgot how long it takes some larger and more official organizations to process paperwork. We’re looking at a substantial tax bill but it frets us less than it did three years ago as all we need has been provided over and over. Our thanks go out to Father Tony Keeffe, who has helped us plod through the paperwork, to his lawyer friend who gave us pro bono legal help ,and to his former parishioner who shared his expertise in accounting with us and helped us organize financial information for the IRS.
Our board of directors (introduced in the March newsletter) met with us in June and will be meeting again on September 28. Between meetings individual members have taken time to call and visit, to weed and pick in the garden, to look at what needs fixing in the farmhouse, to help dig a ditch for a buried electric wire, and to help us think and pray about the many decisions we have to make. We are trying to discern how to respond to the need for decent housing in this area. We need to clarify our purpose in bringing groups to the farm; are we primarily trying to get help with the basic work of the farm? to educate students about the hidden costs of the consumer lifestyle, and model an alternative? to provide a breathing space in which spiritual discernment may take place? We need to work on how we communicate with prospective groups about who we are and what we are trying to do. We need to figure out how to balance work with groups and our time with local children. We need to look again at the optimal size of the core community and at how we invite people to share in our work. We don’t expect the people on our board to have the answers to all these questions, but it is a blessing to have the perspective and support of such a diverse group of people, some who knew the farm long before we did, some who are new to this place but bring rich experience from other work and ministry. It is also a blessing and a challenge to do ‘official business’ in a truly communal and spiritual way, finding a process that allows everyone to be heard and makes quiet spaces for listening to the still small voice. We began the incorporation process with some reluctance, and sometimes the legal work is a headache and we don’t seem to fit any of the forms; but it is becoming clear to us that in this as in everything else there are gifts and chances for further growth hidden among the tasks and frustrations along the way.