As drafted by the Board of Directors on January 5, 2010.
Article I: Name: _The name of the corporation is Piedmont Biofuels, Inc.
Article II: Purposes: _The purposes for which the corporation (“the Cooperative”) is formed are:
Piedmont Biofuels Cooperative will be a “consumer” Coop, targeted at best meeting the needs of its Members.
It will develop an attractive and successful model for community and patron-ownership for biodiesel consumption.
And it is free to engage in any other lawful act or activity which Cooperatives may perform under Chapter 54 of the General Statutes of North Carolina, Subchapter IV.
Article III: Ownership_Section 1. Ownership Eligibility and Acceptance. Ownership in the cooperative shall be open to any patron that supports the purposes of the cooperative as expressed in the Articles of Incorporation, these By-Laws, and the policies of the cooperative. Additionally, to be eligible for ownership in this cooperative, a person must:
Read, understand, and sign a Membership Agreement. Membership Agreements shall be accepted unless the Board determines in its discretion that the interests of the cooperative would be better served by returning the contract; and
Purchase exactly one Membership that will function for all intents and purposes as an ownership certificate.
Section 2. Membership Stock and Rights. The board shall set the price and term of a Membership Share. Members who have paid for a membership share are entitled to all the rights and privileges of ownership, including voting.
The Membership Stock of this Cooperative may be purchased, owned, and/or held only by Members of the Cooperative. Each Member may own no more than one share of Membership Stock, which will entitle its holder to vote in any meeting of the Membership according to Article V of these By-Laws.
No Member may sell, assign any interest in, or otherwise transfer his or her Membership Share during the period of his or her membership in the Cooperative. All certificates representing Membership Shares shall, in accordance with the law, have a notation thereon referring to the restrictions governing the transfer of these shares.
A Member’s percent interest in the Cooperative can be calculated by dividing one by the number of current outstanding Member-Owner shares.
Section 3. Membership Termination. When a Member’s share expires or when a Member voluntarily or involuntarily ends his or her membership, his or her ownership automatically ends and the membership share shall be deemed transferred back to the Cooperative.
Section 4. Sale of the Cooperative. In the event that the Cooperative is sold the Board of Directors will propose a plan for distributing the proceeds which must be approved by the Members.
Article IV: Loans from Individuals_Section 1. Issue. The Board of Directors is granted authority to authorize one or more series of loans from individuals to fix and determine with respect to each series:
The designation of such series and the limitation, or any, on the number and amount of loans, which may be solicited.
The terms and conditions on which the principle will be repaid; and
The rate of interest and the terms and conditions on which it will be paid.
Except as may be otherwise provided in the resolutions providing for the issue of a particular series, the Board of Directors may from time to time increase the number and amount of loans of any series already created.
All loans to individuals of all series shall be of equal rank and be identical in all respects except in respect to the particulars, which may be fixed by the Board of Directors as herein noted above.
Section 2. Early Repayment. The Cooperative by action of its Board of Directors may repay the whole or any part of the loans from individuals, at any time on 30 days notice by repaying the principle and any accumulated and unpaid interest.
Section 3. Transfer. The loan may be transferred only back to the Cooperative.
Section 4. Eligibility. Loan offers will be made only to persons who the Cooperative has reasonable grounds to believe, and does believe, either have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the loan, or are able to bear the economic risks of the loan.
Section 5. Lack of Registration. Loans from individuals are not registered under the Securities Act of 1933, as amended, or the North Carolina Securities Act. Each loan agreement shall bear a legend to that effect.
Section 6. Disclosure. All loan offers shall be accompanied by a Securities Disclosure Statement that describes the Cooperative and the risks associated with the loan.
Section 7. Dissolution. Upon dissolution or distribution of the assets of the Cooperative all loans shall be repaid before any distribution is made on the common Membership Stock.
Article V: Member Meetings_Section 1. Powers. All powers of the Cooperative originate from the Members of the Cooperative. The Members exercise their powers through representatives elected by them who are called Directors. The Directors shall be recalled and replaced at any time by the will of the Members.
Section 2. Annual Meeting. The annual meeting of the Members of the Cooperative shall be held in Chatham County, North Carolina, or at such other place as the Board of Directors, from time to time may determine. Meetings shall be held at such a time as the Board of Directors shall determine, within six months after the close of the fiscal year.
Section 3. Special Meetings. Special meetings of the members of the Cooperative may be called at any time by order of the Board of Directors and shall be called at any time upon written request of at least one-third of the Members. The request shall state the time, place, and object of the meeting. No business shall be transacted at special meetings other than what is described in the posted notices.
Section 4. Notice of Meetings. Written and printed notice of every regular and special meeting of Members shall be given to all Members, as appropriate, personally or by mail or email at their last known address at least ten days, and not more than thirty days prior to the date of the meeting.
Section 5. Voting. Members shall vote only in the election and recall of directors and on other such matters not constituting formal action of the Members of the Cooperative, including advisory questions as may be put before the Members by the directors or by the initiative of the Members.
At any regular or special meeting legally called, a written and signed vote by any absent Member may be submitted if such Member has been previously notified in writing of the exact motion or resolution upon which the vote is taken. Members represented by ballot or signed vote shall be counted in computing a quorum but only on those questions on which the ballot or singed vote is taken.
Section 6. Quorum. A quorum at a Membership meeting shall not be less than 10. Members may conduct proper business if quorum is met.
Article VI: Board of Directors_Section 1. Number. The general powers to manage the affairs of the Cooperative are delegated by the Members to a Board of Directors consisting of no less than three and no more than seven Members.
Section 2. Composition of the Board of Directors. The Board of Directors shall consist of no less than 3 and no more than 7 directors elected by the Members. At all times at least 1 director shall be appointed from Piedmont Biofuels Industrial, LLC.
Section 3. Eligibility. The directors shall accept any Member in good standing as a candidate for the election to the Board of Directors. That Member must have the ability to burn biodiesel in their personal vehicles.
Section 4. Election of Directors. A simple majority will elect directors at the annual meeting of Members. Members unable to attend the annual meeting may vote with a signed absentee ballot received by the time of the vote.
Section 5. Term of Office. The initial Board of Directors of the Cooperative shall hold office until their successors assume office. The first Board of Directors shall decide by lot or otherwise as they deem best who shall constitute the one half of the directors whose terms of office are to be at the next two annual meetings of the Members. Thereafter, one half of the directors are to be elected for a term of two years at each annual meeting and assume office the following year.
Section 6. Removal of Directors. Any director may be removed from office with or without cause by a vote of not less than two thirds of the Board of Directors. After the second consecutive absence or third missed meeting within one year, the Board can review status of an elected Director and remove said board member through the regular majority process.
Section 7. Vacancies. In the event of any vacancy on the Board of Directors through death, resignation, or other cause, the remaining directors may, by majority vote, elect a successor to hold office until the next annual meeting, at which time a director shall be elected to complete the term of the director whose place was vacant.
Section 8. Duties of the Board. The duties and powers of the Board of Directors shall include all powers given a corporation under the laws of North Carolina, consistent with the laws of the United States and with the Cooperative’s Articles of Incorporation and By-Laws.
Section 9. Non-Member Director. One non-Member position is available on the Board of Directors. This Board position would be open to any member of the community, in order to represent the interests of the broader community to ensure Piedmont Biofuels is staying true to its mission and purpose. This position would be exempt from the criteria of other Board Member positions.
Article VII: Meeting of the Board of Directors_Section 1. Place of Meetings. All meetings of the Board of Directors shall be held at the Cooperative’s offices or at such other place as the Board of Directors, from time to time, may determine.
Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held immediately after the annual meeting of Members and thereafter, at such time and date as may be fixed by the directors. Notice and agenda for regular meetings of the Board of Directors shall be delivered to board members not less than five days before the meeting. A board meeting may be rescheduled up to one week in advance of the originally scheduled meeting, provided every board member agrees to the change. If a rescheduled meeting causes a board member to be unable to attend, that absence will not count.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called by any three directors. Notice for special meeting shall state the purposes of the meeting, and no other business shall be transacted except with unanimous consent of the directors. Notice shall be mailed, emailed, or delivered not less than fifteen days before special meetings.
Section 4. Quorum. A majority of all the directors shall constitute a quorum for the transaction of business at any meeting.
Section 5. Official Acts of the Board. Each of the official acts of the Board of Directors shall be by a majority vote of a quorum of the directors present and shall be recorded with the yeas and nays of each director of the unanimous approval thereon in the minutes of the Cooperative.
Section 6. Executive Session. The Board may choose to meet in executive session as needed.
Secition 7. Members and Trustees shall have an affirmative obligation to disclose the following at the beginning of any business meeting:
Membership in or family connection with any organization or individual who has a direct or indirect financial relationship with Piedmont Biofuels, Inc.
Where appropriate, the member or Trustee shall withdraw from discussion and/or voting upon the related issues.
Article VIII: Officers_Section 1. Officers. The officers of the Cooperative shall consist of a President, a Vice President, a Treasurer, a Secretary, and any other officers as the Board of Directors may determine.
Section 2. Election. The Board of Directors shall elect the officers for a one-year term at the new board’s first meeting.
Section 3. Qualifications. Each officer shall be a member of the Board of Directors.
Section 4. Removal. Any officer may be removed from office with or without cause by a vote of a majority of the Board present at any meeting, the notice of which shall include purpose.
Section 5. Duties of the President. The President will be responsible to ensure the integrity of the board’s governance; to preside over all meetings of the Cooperative and of the Directors.
Section 6. Duties of the Vice President. In the absence or disability of the President, the Vice President shall perform the duties of the President. The Vice President shall also perform such duties as may be assigned to him/her by the President or Board of Directors.
Section 7. Duties of the Secretary. The Secretary will be responsible for the integrity of the board’s documents and perform such other duties as may be required of him or her by the Cooperative or the Board of Directors.
Section 8. Duties of the Treasurer. The Treasurer shall oversee the receipt and disbursement of all funds of the Cooperative; ensure that complete records of all financial transactions of the Cooperative are kept; and perform such other duties pertaining to his or her office as may be required by the Board of Directors.
Article IX: Miscellaneous Provisions_Section 1. Adoption and Form of Seal. The seal of the Cooperative shall contain the name of the Cooperative in the form as impressed in the margin hereof, and the seal in that form shall be, and is hereby adopted at the official seal of the Cooperative.
Section 2. The fiscal year of this Cooperative shall be a 52-53 week fiscal year commencing on the first day of January and ending on the last day of December.
Section 3. Indemnification of Directors. The Cooperative shall indemnify each person who has, does or will serve as a director or officer of the Cooperative and their heirs and personal representatives against any and all costs and expenses, including but not limited to, counsel fees, judgments paid, and amounts paid in settlement, that are actually and reasonably incurred in connection with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative or otherwise in nature, in which he or she may be involved by reason of being or having been a director or officer of the Cooperative.
No indemnification shall be made as to matters which such director or officer shall be adjudged in any action, suit or proceeding to be liable for his or her own fraud or conscious misconduct in the performance of a duty to the Cooperative or a duty under federal or state laws. A conviction or judgment, whether based on a plea of guilty or nolo contendere or its equivalent, or after trial is a criminal action, suit or preceding shall not be deemed an adjudication of liability for fraud or conscious misconduct in the performance of duty to the Cooperative, if such officer or director acted in good faith in what he or she considered to be the best interest of the Cooperative.
Section 4. Amendments to By-Laws. The By-Laws of the Cooperative may be altered, rescinded, or amended by a majority vote of the directors or by a vote of two-thirds of the Membership.
Section 5. Majority Vote. All decisions referred to in these By-Laws are made by majority vote unless otherwise indicated.