OFAC BY LAWS

By Laws

Ozark Farmers Agricultural Cooperative

ARTICLE 1

Name

The name of this cooperative shall be Ozark Farmers Agricultural Cooperative.

ARTICLE 2

Purpose

Ozark Farmers Agricultural Cooperative is a one member one vote cooperative owned, organized and operated by, and benefitting only, its members. It will provide its members the opportunity to purchase agricultural supplies and equipment at bulk rates, and to process, package, and market their products.

ARTICLE 3

Powers

Section 3.1 Law:

Ozark Farmers Agricultural Cooperative (the Cooperative) shall have the powers granted to it by the law of the State of Missouri and specifically RSMo 274 et al. Provisions of Administration and Operations not defined by these bylaws shall be governed by applicable State and Federal statutes.

Section 3.2 Business:

The Cooperative shall have the discretion, power, and authority under applicable law to manage, control, administer, and operate the business and affairs of the Cooperative for the purposes stated herein.

ARTICLE 4

Membership in the Cooperative

Section 4.1 Members:

Any person of the age of majority, firm, partnership, corporation or association, including both landlord and tenant in share tenancies, who is a bona fide producer of agricultural products in the territory in which the association is engaged in business, and who agrees to be a patron of the association, signs a marketing agreement with the association, pays their membership fee, and meets such other conditions as may be prescribed by the Board of Directors, may become a Full member or Associate member

A. Full membership applies to producer that sells some or all of their product through the co-op or farmer's market. Only full members have the right to vote.

B. Associate membership applies to a producer that sells some or all of their product through the co-op or farmer's market; products sold by associate members are, crafts, meat, eggs, baked goods, canned goods, produce, and all other agricultural products. An associate member has all the rights that a full member has with the exception of voting. Associate members do not have the right to vote.

Section 4.2 Applications:

Applications for membership shall be written and submitted to the Board of Directors or its designated official for approval. Application forms shall be used for this purpose, and submission of an application may include confirmation the applicant has reviewed and agrees with Cooperative principles and best agricultural practices.

Section 4.3 Approval:

Upon approval by a majority vote of the Board, applicants for membership shall pay their membership fees, be given a Certificate of Membership, and shall enjoy all rights, benefits, and obligations of being a member within the Cooperative.

Section 4.4 Other organizations:

Agricultural organizations which apply for membership with the Cooperative, and are accepted, shall be treated solely as one individual member, allowed only one representative, and only one vote.

Section 4.5 Rejection and Appeal:

Should an application for membership be rejected, the applicant may submit a written appeal of such denial directly to the Board for reconsideration. The Board’s response to said appeal shall be in writing and shall be final.

Section 4.6 Support:

Members of the Cooperative may be asked to do volunteer and/or paid activities in support of the Cooperative. Members are asked to understand that the Cooperative works to support all of its members, but cannot do so unless its members actively participate in the Cooperative. The Cooperative shall do its utmost to establish wholesale and retail markets for its members' produce. In return, the Cooperative's members are expected to give priority to the Cooperative in marketing their produce with the understanding that in the long term it shall be to their benefit.

Section 4.7 Loss of Membership:

Membership in the Cooperative shall be suspended or terminated in the event the Board of Directors finds, following a hearing, that:

any Certificate of Membership of this association has come into the hands of any person who is not eligible for membership.

the holder of a Certificate of Membership has ceased to be an eligible member.

a member has not marketed through the association the products covered by a marketing agreement with the association.

a member has not patronized the association for a period of two (2) years.

a member has in any other way violated the Articles of Incorporation, Bylaws, or other agreements made with the association.

When a membership is terminated, the association shall repurchase the member's Certificate of Membership for par value. The holder shall return to the association the Certificate evidencing the holder's membership. If such holder fails to deliver the Certificate, the association shall cancel such Certificate on its books and records, and the Certificate shall then be null and void. A suspended or terminated member shall have no rights or privileges, nor vote or voice in the management or affairs of the association other than the right to participate in accordance with law in case of dissolution.

Section 4.8 Marketing Agreement:

During the months of January through March, members shall be responsible for informing the Board of the estimated amounts of preferred products they intend to produce. During or before the March meeting, members shall sign a marketing agreement specifying these amounts. Said agreement shall be considered a binding contract, and members shall make every reasonable effort to fulfill this contract and give the Cooperative priority in marketing said products.

Section 4.9 Limited membership:

The number of members shall be limited to one hundred fifty. Should the Cooperative need to exceed this number, a subsidiary cooperative shall be formed to accommodate new members.

ARTICLE 5

Members’ Rights

Section 5.1 Voting:

Only Full Members shall have the right to vote in elections for the Board of Directors. Absentee voting is allowed; however, proxy voting is not.

Section 5.2 Board:

Members have the right to expect the Board to work for the best interests of the membership.

Section 5.3 Sales:

Members shall have the right to sell their products through the Cooperative’s markets.

Section 5.4 Petition:

Members shall have the right of petition. Any decision or action of the Board may be challenged and put to a vote of the Full members with ten percent of the Cooperative’s Full members submitting said petition. Petitions are to be submitted to the Secretary of the Board. A majority vote of the Full members shall decide the issue. The right of petition may also be used to amend the Bylaws with a two-thirds majority vote of Full Members.

Section 5.5 Charges:

Members have the right to bring charges against any officer or director of the Cooperative by filing them in writing and presenting them to the Secretary of the Board with a petition signed by five percent of the Full members supporting the charges. In such a case the following procedure shall be used.

A. The officer or director shall be informed in writing of the charges at least ten business days in advance of the next regular or special meeting.

B. The Board of Directors, excluding any directors which may be involved in said charges, shall elect an ombudsman to conduct a hearing..

C. The officer or director shall have the chance to be heard during the meeting and may be represented by counsel. The same shall be true of the petitioners.

D. The removal of said officer shall be voted upon by the Full members and their decision shall be considered final.

ARTICLE 6

Quality Assurance

Section 6.1 Safe Produce:

This Cooperative shall make every effort to provide consumers with as natural and safe a product as is possible. Produce shall be non-GMO, and as naturally and sustainably grown as possible. Further provisions regarding food safety and sanctioned and banned practices shall be made by the Board of Directors and voted upon by the Full membership as required. These provisions shall be called Ozark Farmers Agricultural Cooperative Quality Assurance Provisions.

Section 6.2

In order to maintain quality and safety, all products sold through the Cooperative shall be source verified. Any product which cannot be traced to its point of origin, shall not be sold.

Section 6.3 Inspection:

Methods of quality assurance and inspection for unprocessed and processed foods shall be established by the Board of Directors and shall be listed in the Ozark Farmers Agricultural Cooperative Quality Assurance Provisions.

Section 6.4

Failure for any produce to meet quality or safety provisions shall result in the rejection for sale of said produce. Any member failing to follow Ozark Farmers Agricultural Cooperative Quality Assurance Provisions will be given a written warning for the first offense and may be subject to potential civil recourse for any damages done to the cooperative. A second offense may be considered cause for immediate membership termination and said member may be subject to civil recourse for any damages done to the cooperative.

Section 6.5 Packaging:

Members are responsible for cleaning, packaging, and grading their products prior to delivery to the Cooperative’s distribution point. Products may be repackaged after delivery to the Cooperative’s distribution point at the discretion of the Cooperative.

Section 6.6 Certifications:

Members who are certified organic or have similar certifications are, upon inspection of said certifications by the Board of Directors, encouraged to display their certifications.

ARTICLE 7

Meetings of the General Membership

Section 7.1 Tri-Annual Meetings:

There shall be three meetings of the general membership each year. Notices of all meetings shall be mailed or emailed to each member at least ten business days before the date of the meeting and shall specify the agenda of the meeting. Such notices shall also be posted in a conspicuous place in the Cooperative’s place of business.

The first shall be in held in January. It shall be focused upon a review of the previous year’s financial accounts and marketing and agricultural plans for the upcoming season.

The second shall be in March and shall be focused upon an explanation of the upcoming year’s financial plans and finalization of the current year’s marketing and agricultural plans.

The third shall be held in October. It shall be focused upon a review of agricultural and financial highlights of the year and elections. Proposals for the next year shall be made at this time.

Section 7.2 Special Meetings:

Special general meetings may be called at any time by a majority vote of the Board or by a petition signed by ten percent of the Full members. Notices for these meetings shall follow the guidelines of notices specified in Section 7.1.

Section 7.3 Quorum:

The membership present at any duly called meeting shall constitute a quorum for the conducting of business.

Section 7.4 Order of Business:

Generally, the order of business at annual meetings shall be:

Reading and approval or correction of the previous meetings’ minutes.

Report from the Directors

Report of any special committees.

Old business

New Business

Elections as required.

Adjournment

Naturally, exceptions to this order may occur.

ARTICLE 8

Board of Directors

Section 8.1 Number and Qualification of Directors:

The Board of Directors shall consist of five (5) Full members. Each of the directors shall be individual members in good standing of the Cooperative. No person shall be eligible to be a director if that person is in competition with or is affiliated with any enterprise that is in competition with the association.

Section 8.2 Election of Directors:

The Board of Directors shall be elected by the Full members of the Cooperative. During the Cooperative’s first year of operation, its directors shall be the incorporating directors which formed the Cooperative. Thereafter, the Board of Directors shall be selected by membership vote during the October annual meeting. There shall be two ballots; one for current Directors and one for new candidates. All seated Directors, wishing to do so, shall automatically be nominated for the election. The three seated Directors with the most votes on a Directors ballot shall retain their position as members of the Board of Directors. The two seated directors with the least number of votes shall be added to the new candidate ballot. The two remaining seats will be filled by the candidates with the most votes by the members on the new candidates’ ballot. In the case of a tie, run-off elections shall be held. Should any director not wish to continue in their position, that position shall be considered open and be filled from the new candidate ballot.

Section 8.3 Term of Office:

The Board of Directors’ term of office shall be three years; provided that Directors shall hold office until the election, appointment and/or qualification of their successors.

Section 8.4 Regular Meetings:

Regular meetings of the Board shall be held once a month: the date, time, and place to be selected by the Directors. Said meetings shall be open to the membership of the Cooperative.

Section 8.5 Special Meetings:

The President of the Board may call special meetings of the Board at any time. The President of the Board is required to call a special meeting upon the written request of a majority of Board members. Special meetings of the Board shall be open to the membership. Should the Board deem it necessary, it may choose to have discussion in closed session; however, votes shall be in open meeting. Direct, personal written notification (letter or email) of special meetings shall be given to all Board members and members of the Cooperative at least one week in advance. The topic(s) to be discussed shall be clearly disclosed in the notification. The President shall fix the time and place of special meetings; however, said time and place shall not be established in such a manner as to exclude Directors or members from attending.

Section 8.6 Directors’ Duties:

The Board shall exercise general direction and control of the affairs of this Cooperative and be responsible for performing all duties customarily performed by Boards of Directors. This shall include but not be limited to:

A. directing the affairs of the Cooperative in accordance with the law, these Bylaws, and the rules and regulations of sound business practices.

B. establishing programs to achieve the purposes of this Cooperative as stated in Article 2, Section 2.1 of these Bylaws.

C. establishing written policies to meet the future needs of this Cooperative.

D. meeting within seven (7) days of the October elections and elect a President of the Board and a Vice-president from among their members.

E. meeting within seven (7) days of the October elections and elect a Treasurer and a Secretary. The Treasurer and the Secretary may or may not be members of the Board. The two positions may also be filled by one individual.

F. appointing or hiring other officials, representatives, committees, etc. as needed.

G. establishing positions and hiring employees as needed.

H. entering into contractual relationships.

I. allowing purchase of up to twenty percent (40%) of a contract’s products from sources outside of the Cooperative providing that the members of the Cooperative are unable to fulfill the contract.

J. keeping the membership duly informed of the business of the Cooperative.

K. preparing a list of the Cooperative’s intended preferred products for the following year and pass this list on to the membership of the Cooperative before the October meeting.

L. organizing and announcing meetings of the membership and topics to be discussed in those meetings.

M. over-seeing the preparation and filing with the office of the Secretary of the State of Missouri of an annual report.

N. performing such additional acts and exercise such additional powers as may be required by law and applicable regulations.

Section 8.7 Quorum:

The majority of the number of the Board shall constitute a quorum.

Section 8.8 Absence of the President:

In the absence of the President, the Vice-president shall chair the meetings. Should the Vice-president be unable to fulfill his duties, the President shall be responsible for selecting who shall chair meetings in his absence.

Section 8.9 Vacancies:

Should a Director be unable to fulfill their term of office, the Board of Directors shall appoint a temporary Director to hold office until the next election.

Section 8.10 Officers’ Vacancies:

When any executive or officer is absent, disqualified or otherwise unable to perform the duties of the office, the Board may designate another member to temporarily act in their stead.

Section 8.11 Conflict of Interest:

Should any member of the Board find themselves in a position in which a conflict of interest exists or may be perceived to exist, that member shall remove themselves from the decision making process. The remaining members of the Board may or may not choose a temporary replacement for said member.

Section 8.12 Legal Consent:

Actions may be taken without meetings provided that all members of the Board have given legally recognizable (written and signed) consent to those actions. Meetings held through electronic mediums shall also be recognized as official meetings. This rule applies to all other committees and organizations working on behalf of the Cooperative.

Section 8.13 Referendums:

Upon demand of two or more of the Board of Directors, any action, decision or matter of policy that has been approved or passed by the Board shall be referred to the entire membership for resolution at the next special or regular meeting. Should the effect of the action decision or policy take place in before the next tri-annual meeting, a special membership meeting shall be called prior to said action, decision or policy taking effect.

Section 8.14 Removal of Officers:

Any officer or agent appointed or elected by the Board of Directors may be removed by a majority vote of the Board when the best interest of the Cooperative would be served. Such removal shall be with notice and without prejudice to other contract rights, if any, of the person so removed.

Section 8.15 Dismissal of Directors:

Any Director shall automatically be dismissed for:

Failure to attend one-third of the total annual Board meetings.

Actions which are illegal under the law or against the Bylaws of the Cooperative.

ARTICLE 9

Elections

Section 9.1 Elections for Board or Directors:

Elections for vacancies on the Board of Directors shall be held during the October meeting.

Section 9.2 Selection Process:

At least one month prior to the October meeting, a general letter or email shall be sent out to all members seeking candidates for vacancies on the Board of Directors. At this time, the Board shall also appoint a committee to seek candidates for vacancies. Good leadership is essential to the success of the Cooperative. As such, it is the policy of this Cooperative to charge all members and officials with the responsibility for continual recruitment of good leaders.

Section 9.3 Nominations:

During the meeting, nominations for vacancies shall be presented to the membership. The President shall also call for nominations from the floor. All candidates shall be given only five minutes to speak should they wish to do so.

Section 9.4 Ballots:

The elections shall be by secret ballot and simple majorities shall determine the results. Tellers shall be appointed by the President to collect and tally the ballots.

Section 9.5 Notification:

The names and addresses of all persons elected to the office shall be forwarded to the Secretary of State.

ARTICLE 10

Employees

While the Cooperative is a nonprofit association, it does not expect people to work for it for free and understands that time is a valuable resource. Such being the case, while many activities may be done on a volunteer basis, activities which require large amounts of time and effort shall be paid for in a fair and timely manner.

Section 10.1 Indemnification:

Those volunteering or working on behalf of the Cooperative shall be indemnified for reasonable expenses subject to the approval of the Board of Directors.

Section 10.2 Employment:

The Cooperative shall hire employees as required. In hiring, preferential treatment shall be given to members of the Cooperative; however, this preferential treatment shall not outweigh needed qualifications. Wages or salaries for these employees shall be set by the Board of Directors but be subject to approval by the membership and shall abide by State and Federal laws. Should a situation arise in which family members of directors or officers of the Cooperative are employed by the Cooperative, said employment shall require the unanimous approval of the Board of Directors and said relationship shall be disclosed to the membership of the Cooperative.

Section 10.3 Directors and Officers:

The Directors and officers of the Cooperative shall be indemnified for reasonable expenses incurred in the fulfillment of their duties. Said expenses shall be made known to the Full members of the Cooperative and shall be a matter of public record. Directors and officers of the Cooperative shall also receive compensation for their efforts. The amount of this compensation shall be subject to approval by the Full membership.

ARTICLE 11

Fees and Charges

Section 11.1 Membership Fee:

Upon joining the Cooperative, Full Members shall be expected to pay an initial membership fee of one-hundred ($100.00) dollars. An annual fee of fifty ($50.00) dollars shall be paid thereafter. Associate Members shall be expected to pay an annual fee of forty ($45.00) dollars. These fees shall be adjusted annually as deemed necessary.

Section 11.2 Expenses Plus:

Products of members marketed through the Cooperative shall be subject to handling expenses plus a surcharge of not less than five percent (5%). This surcharge may be adjusted by a unanimous vote of the Board of Directors and a two-thirds (2/3) majority vote of the Full membership. All other income shall be returned to the producing member in proportion to the member’s contribution of marketable products (not applicable to Farmer's Market participants).

ARTICLE 12

Non-patronage Business

The Cooperative may conduct business with nonmembers on either a patronage or non-patronage basis. However, this association shall not conduct business with nonmembers in an amount the value of which exceeds forty percent (40%) of the Cooperative’s total business. Business done for the United States government or any of its agencies shall be disregarded in determining the limitations imposed by this section.

ARTICLE 13

Finances

Section 13.1 Fiscal Year:

The fiscal year of this Cooperative shall begin on the first day of January and end on the last day of December.

Section 13.2 Open-Book:

The Cooperative shall at all times operate upon an open-book accounting system. Its accounting books shall be open to all members, at all times. Monthly accounts shall be posted in its main place of business at all times. Members shall be encouraged to be aware of these accounts.

Section 13.3 Margin Allocation:

In order to induce patronage and to assure that this Cooperative will operate on a service-at-cost basis in all its transactions with its members, the Cooperative is obligated to account on a patronage basis to all member patrons on an annual basis for all amounts received from business conducted with members on a patronage basis, over and above the cost of providing such services, making reasonable additions to reserves, and redeeming capital credits. Such allocation shall be on the basis of the dollar value of product purchased from the Cooperative.

The Cooperative is hereby obligated to pay all such amounts to the patrons in cash or by credits to a capital account of each member patron.

Section 13.4 Distribution of Patronage Income:

Income from sales of the Cooperative shall be, less handling expenses and surcharges, distributed to its members in proportion to the market value of their products sold through the Cooperative. A written notice of allocation shall be mailed to each member no less than annually, and any direct retained capital shall be memorialized by issuance of a written certificate. This distribution of patronage income shall not be less than twenty percent (20%) of the Cooperative’s total patronage income.

Section 13.5 Non-patronage Income:

Non-patronage income shall be used for the benefit of the Cooperative and its members in accordance with such lawful purposes as may be determined by the Board of Directors.

Section 13.6 Usage of Income:

The income of the Cooperative shall be used in the following ways and order:

Income of the Cooperative shall first be used to pay the debts of the Cooperative.

A budget shall be made for the necessary salaries and purchases of the following year.

A budget shall be made for material improvements of the Cooperative’s services.

A budget shall be made for services required by the Cooperative or desired for its members.

Of the balance, a portion shall be used to establish a prudent reserve.

Any remaining funds shall be distributed back to the members according to the value of their products sold through the Cooperative.

Section 13.7 Losses

Patronage Losses.

In the event the association suffers a loss during any year on business conducted with or for patrons, such loss may be apportioned among the patrons during the year of loss so that such loss will, to the extent practicable, be borne by the patrons of the loss year on an equitable basis. The board shall have full authority to prescribe the basis on which capital furnished by patrons may be reduced or such loss otherwise equitably apportioned among the patrons. In the event of a patronage loss in one or more departments or divisions of the operation of this association, but not so much as to cause an overall loss for the fiscal year, such loss or losses may be prorated against each of the remaining profitable departments on the basis of their respective percentage of the net margins during such fiscal year.

Non-patronage Losses:

If in any fiscal year the association shall incur a loss other than on patronage operations, such loss may be charged against any reserve accumulated from non-patronage earnings in prior years.

General Provisions:

The board shall have no authority to make assessments against members.

Section 13.7 shall not be construed to deprive the association of the right to carry backward or forward losses from any source whatsoever in accordance with the Internal Revenue Code or state taxing statutes

Section 13.8 Outside Audits:

Every three years, the membership shall have the right to request an outside audit by a majority vote at the January general meeting.

Section 13.9 Budget Approval:

These budgets and redistributions shall be subject to the approval of the membership of the Cooperative.

ARTICLE 14

Consent

Each person who hereafter applies for and is accepted to membership in this association, and each member of this association on the effective date of this Bylaw who continues as a member after such date, shall, by such act alone, consent that the amount of any distributions with respect to his patronage occurring after the effective date of this Bylaw, which are made in qualified written notices of allocation or qualified per-unit retain certificates (as defined in 26 U.S.C. 1388), and which are received by them from the Cooperative, will be taken into account by them at the stated dollar amounts in the manner provided in 26 U.S.C. 1385(a) in the taxable year in which such written notices of allocation and per-unit retain certificates are received.

Written notification of the adoption of this Article, a statement of its significance, and a copy of the provision shall be given separately to each member and prospective member before membership in the association.

ARTICLE 15

General

Section 15.1

The members of this Cooperative shall hold in strictest confidence all transactions of this Cooperative and all personal information of its membership, except to the extent deemed necessary by the Board in connection with the making of policy and in employment matters.

Section 15.2

No Director, committee member, officer, agent or employee of this Cooperative shall participate directly or indirectly in the deliberation of or the determination of matters affecting their pecuniary interests or the pecuniary interests of any entity, corporation, partnership or association in which they are directly interested other than this Cooperative.

Section 15.3

The Bylaws, Business Plan, and books of account shall be available to the membership for inspection.

Section 15.4

This Cooperative shall operate in strict conformity to the laws of the State of Missouri, Federal laws, and its Bylaws.

ARTICLE 16

Bylaws

Recommendations for amendments to these Bylaws may be made by the Board of Directors or through the Full membership’s right of petition. Amendments shall take effect only upon a two-thirds majority vote by the Full membership in support of said amendments.

ARTICLE 17

Reorganization, Merger, Dissolution

This Cooperative may, with the approval of two-thirds of its members, be reorganized or dissolved as provided by law. Net equity upon dissolution shall be distributed on basis of patronage.

ARTICLE 18

Parliamentary Authority

Robert’s Rules of Order – Revised shall be the parliamentary authority in all matters not specified and not in conflict with these Bylaws or with the statutes which govern the operation of this Cooperative.

ARTICLE 19

Title, Effective Date

These bylaws shall be known as the Ozark Farmers Cooperative Bylaws, origination of 2013, and shall take effect upon Association authorization being granted by the Secretary of State.