Bylaws

ARTICLE I

NAME, PURPOSE, AND OFFICE

Section 1. Name.

As spelled out in Sec. 202-763 of the Indianapolis-Marion County 2024 Revised Code of the Consolidated City and County, the name of this organization is the Indianapolis Community Food Access Coalition (CFAC).

Section 2. Purpose.

The purpose of CFAC is advance the Division of Community Nutrition and Food Policy’s mission to address racial inequality (or food apartheid) in the food system, help create a series of policies and programs to reduce and ultimately eliminate food insecurity while working in tandem with city and other bodies to enhance equitable food access based on enhancing our local food economy, particularly in oppressed and working-class neighborhoods. (See Sec. 202-761).

As explicitly stated in As spelled out in Section 202-763(c), CFAC “is independent of the City of Indianapolis, with its own by-laws, charter, and other organizing documents, and shall raise, receive, and spend funds independently of, and without direct control by, the city and the office of public health and safety.” Within the Division of Community Nutrition and Food Policy, CFAC must operate independently of the city in order to contribute to the elimination of food apartheid and the creation of a new, equitable, and sustainable food system

Section 3. Offices.

CFAC will, depending on funding allocated by the City-County Council, acquire an office whose lease is comparable to other such agencies of its own choosing as soon as it is possible.

ARTICLE II

MEMBERSHIP, COMPOSITION, REQUIREMENTS, AND MEETINGS

Section 1. Membership.

All membership is voluntary. Members may resign at any time by notifying the Executive Committee (EC) in writing.

CFAC will determine the number of members with the only limit that it not exceed 21 total. Members will be submitted to a Membership Committee or a relevant body and, if the applicant is qualified, CFAC membership will discuss and vote on the applicant. All members require a majority (or 50 percent plus 1 vote in attendance) vote. Any potential conflict of interest must be declared when submitting the application, which may prevent the application from moving to a vote.

Section 2. Requirements.

All CFAC members must be residents of Indianapolis or Marion County.

All members must serve on at least one committee (including the Executive Committee) throughout their tenure, attend and participate in the majority of meetings, maintain regular contact with CFAC and the Executive Committee, and uphold all CFAC values, decisions, by-laws, and mission, vision, and values.

Members who fail or do not want to meet these obligations will resign or their membership will be terminated.

No member is personally liable for CFAC’s debts, liabilities, or other obligations.

Section 3. Composition.

The composition of CFAC membership is determined by Sec. 202-763(a) to include “diverse residents, constituents, business owners, farmers, educators, community organizations and other stakeholders who share a common goal of improving the Indianapolis food system.”

Members may represent themselves or a community organization. Membership rights are non-transferable upon resignation or termination, except when a member is representing an organization. For members representing community organizations, CFAC may vote to transfer their membership to another representative of the community organization. This exception does not apply if membership is withdrawn or revoked as a result of violating CFAC’s by-laws.

Section 3. Meetings and Decision-Making Processes.

Meetings include formal CFAC membership, EC, Committee, Public, and Special meetings. Members involved in any relevant meeting must attend at least 75% yearly.

The location of the meetings will vary in location and, whoever possible, allow for remote participation or attendance. The schedule of CFAC meetings will be approved on time and published on CFAC’s website. As spelled out below (Article III), the agenda shall be co-created by the EC with input from general CFAC membership.

For CFAC meetings, a quorum consists of the majority (50 percent plus 1) of members. For the EC, a quorum consists of the President and one other EC member. Decisions are made using democratic rules of order after an appropriate period of deliberation. All CFAC decisions are binding on all members.

ARTICLE III

EXECUTIVE OFFICER SELECTION AND RESPONSIBILITIES

Section 1. Executive Officer Selection.

Executive Officers, which make up the Executive Committee (EC), include the Executive President, Vice-President, Secretary, and Treasurer. These positions represent CFAC’s main leadership body (e.g., the EC Treasurer is also the CFAC Treasurer).

Founding EC Officers will undergo a 90-day probationary period. After this period, reelection will occur based on CFAC’s review of applications and a general election.

EC Officers serve for a term of one-year. After annual elections, new Officers may be appointed or former Officers may be reappointed.

Service on the EC is voluntary. Any Officer may resign at any time by notifying the rest of the EC in writing. In such cases, the Position shall remain vacant pending a new election process. This process includes a review of applications, sufficient discussion amongst CFAC members, and a general election. All members require a majority (or 50 percent plus 1 vote in attendance) vote.

Officers are held to the same standards as all CFAC members and may be terminated for any of the reasons stated in ARTICLE II Section 2. All Officers shall be sufficiently familiar with legal documents (articles, by-laws, IRS letters, etc.) to reference them whenever necessary.

Officers shall always strive to create and maintain a community-centered image of themselves and the organization. EC Officers will work toward establishing and maintaining unity amongst the EC and CFAC.

Section 2. Executive Officer Responsibilities.

Part A. Executive President.

The President shall co-preside over all EC meetings and general meetings. The President shall be current on the organization’s general matters and events. The President shall help steer the group’s vision and empower the mission in all aspects.

The President shall work with the Treasurer and relevant staff to establish the annual budget. The President actively recruits new members and helps to retain current members. The President shall assist in creating the annual organizational report at the end of the fiscal year. The President shall maintain files of all activities to ensure continuity during transitionary periods of annual elections. The outgoing President shall co-train the incoming President on the duties of the office.

The President shall ensure that all EC and CFAC members and satisfactorily perform their assigned duties, with special emphasis on reporting, record keeping, and financial accounting. If the President finds reasonable grounds that a member is not satisfactorily performing their assigned duties or upholding those standards set out in ARTICLE II Section 2, they shall notify the EC. The EC will strive to retain members but may terminate membership with a majority vote.

The President shall oversee committee chair elections and committee formations. The President shall co-create the agenda for all meetings with the executive team. The President will actively engage in general organizational activities and attend at least 75% of EC, CFAC, and other meetings of equivalent importance.

Part B. Executive Vice-President.

The Vice-President shall act as a support system for the President. The Vice-President shall work with the President to ensure general members are accountable. The Vice-President shall be the primary contact for Committee Leaders and will immediately share all information from Committees to the President. The Vice-President shall assist the President in maintaining files of all activities to ensure continuity during transitionary periods of annual elections. The outgoing Vice-President shall co-train the incoming Vice-President on the duties of the office with the President and relevant staff.

The Vice-President shall assist the President to develop and implement office transition plans. The Vice-President shall assist in creating the annual organizational report at the end of the fiscal year. The Vice-President shall support all fundraising activities. The Vice-President shall assist the EC in other duties as needed.

The Vice-President shall oversee committee chair elections and committee formations. The Vice-President shall co-create the agenda for EC and CFAC meetings with the EC. The Vice-President will actively engage in general organizational activities and attend at least 75% of EC, CFAC, and other meetings of equivalent importance.

Part C. Secretary.

The Secretary shall keep track of EC and CFAC meeting minutes, distribute minutes to members promptly, and post minutes to a public website or other database in a reasonable timeframe (e.g., not to exceed the period between CFAC meetings).

The Secretary shall preside in the temporary absence of the President and Vice President during official meetings.

The Secretary shall keep a master list of all communications, including but not limited to Social media accounts, passwords, member contact information, etc. The Secretary should maintain a chart of starting and ending dates for each member. The Secretary will be responsible for curating calendar invites and communicating with members as needed. The Secretary shall assist in creating the annual organizational report at the end of the fiscal year.

The Secretary is expected to actively participate in organization activities and attend at least 75% of EC, CFAC, and other meetings of equivalent importance.

The Secretary shall co-train the incoming Secretary on the duties of the office with the President The Secretary shall maintain accurate and complete files on activities. The Secretary shall assist the EC in other duties as needed.

Part D. Treasurer.

The Treasurer shall keep track of all finances. The Treasurer oversees all revenues and expenses, creates financial statements (balance sheet, income statement, and cash flow statement), and communicates this information to the membership body quarterly.

The Treasurer shall maintain accurate and complete files on all payables and receivables.

The Treasurer shall maintain accurate availability of merchandise and outreach materials. The Treasurer shall maintain a record of donor relations. The Treasurer shall oversee any financial committees. The Treasurer shall assist the Executive team in other duties as needed.

The Treasurer shall assist the President in creating the annual organizational report at the end of the fiscal year. The Treasurer accepts responsibility for filing annual tax forms as required by the state or the IRS, in consultation with the EC.

The Treasurer shall co-train the incoming Treasurer on the duties of the office with the President and relevant staff. The Treasurer is expected to actively participate in organization activities and attend at least 75% of EC, CFAC, and other meetings of equivalent importance.

ARTICLE IV

COMMITTEES AND SUBCOMMITTEES

Section 1. Creation and Dissolution of Committees and Subcommittees.

CFAC will create and dissolve Committees and Subcommittees when and as necessary. All Committees and Subcommittees shall be created, modified, and/or dissolved by a majority vote at CFAC meetings. All Committees and Subcommittees must have specific charges and objectives.

Section 2. Initial Committees.

Initial committees include the Membership Committee, Governance Committee, and Budget Committee.

Section 3. Collaboration.

Committees and Subcommittees will collaborate through the EC and at CFAC meetings. In the interim, they will distribute necessary information to the EC and CFAC members physically or electronically.

Section 4. Activities and Reporting.

All Committees and Subcommittees must maintain regular activity and report at least once monthly at CFAC meetings to determine their effectiveness and to make recommendations to achieve their objectives.

All Committees and Subcommittees must relay meeting minutes to the Vice-President who will share them with the President to ensure accurate record=keeping and continuity when membership compositions change.

ARTICLE V

BYLAWS, TERMS, AND ACCOUNTABILITY

Section 1. Amendment of Bylaws.

These bylaws may only be amended at a CFAC meeting by majority vote. Amendments must be submitted to CFAC membership with 7-10 days’ notice and placed on the agenda of the next one or two CFAC meetings. After a period of deliberation, a general vote will take place.

Section 2. Terms of Bylaws.

All terms in these bylaws are to be interpreted in accordance with CFAC’s mission and values.

Section 3. Accountability.

This Section is intended to protect the integrity of CFAC and ensure it carries out its mission to achieve its objectives.

If any CFAC member who is accused of harming the community they represent, CFAC, or a CFAC member, or is found in violation of CFAC’s bylaws, mission, and values, an accountability process will begin. The EC should be notified. In cases concerning an EC member, the appropriate Committee or another EC member shall be notified.

The Accountability Process is guided by restorative or transformative justice and assistance shall be given to help members overcome weaknesses and shortcomings whenever possible. In general, incidents that occurred outside of CFAC’s purview are not subject to disciplinary action, although the EC reserves the right to make exceptions on a case-by-case basis.

No CFAC member shall discuss charges or potential charges with other CFAC members or the public outside to ensure the safety of all parties involved. If a CFAC member is charged with harming the community they represent by a nonmember, they will inform the EC immediately.

An Accountability Subcommittee consisting of one EC member shall be formed to determine whether or not to proceed with a formal process. If the Committee decides to proceed, they will determine whether the member is suspended during the investigation and, if so, under what conditions.

The Accountability Subcommittee will notify all parties involved and gather all necessary and available evidence in a timely manner. Both the accused and the accuser have the right to submit written defenses, to present testimony of witnesses (members and nonmembers).

Whenever possible, the matter will be resolved without a formal procedure, excluding matters of serious allegations (e.g., sexual assault, embezzlement).

Disciplinary measures, which will take effect immediately, can range from a warning, the removal from a leadership body, a suspension or probation of membership for a set period of time, or termination from CFAC.

Anyone in CFAC is protected to speak up against any potential misconduct or harm committed by anyone in CFAC. The accused are protected from any form of retaliation and, unless a formal Accountability Process and Investigation is undertaken, they can remain anonymous if they so wish.

All members have the right to appeal.