Articles of Agreement

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OF

A NEW HAMPSHIRE NONPROFIT CORPORATION

THE UNDERSIGNED, BEING PERSONS OF LAWFUL AGE, ASSOCIATE UNDER THE PROVISIONS OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, CHAPTER 292 BY THE FOLLOWING:

Article 1. The name of the corporation shall be: The New Hampshire Farm to Restaurant Connection Association.

Article 2. The object for which this corporation is established is: To form an association of persons having a common interest in NH farms, food businesses, and restaurants, to promote that common interest and to establish linkages between local farms, food businesses, and restaurants.  It will not engage in a regular business of a kind carried on for profit.

 

The New Hampshire Farm to Restaurant Connection (NHFRC) association links New Hampshire farms and food businesses (to include nutritional education organizations) with New Hampshire restaurants. Today’s consumers are more aware and concerned about the sources of their food supply making locally produced foods very significant.  Restaurant promotion of local foods would enhance both the restaurant business and the farm/food business, while helping to maintain New Hampshire’s economic and rural landscapes.

 

The NHFRC will be devoted to the improvement of the farms, food businesses, and restaurants within New Hampshire and the geographic area surrounding New Hampshire.  The NHFRC association will seek to educate the general public on the benefits of fresh, local produce.   The NHFRC association will seek to advance and promote the general conditions and best management practices of all the farmers, food businesses, and restaurants within the state of New Hampshire, as well as the interests of the state as a whole, through outreach programs.

 

The NHFRC association will produce only enough income to be self-sustaining — primarily membership dues, grants, donations and other income from activities substantially related to its exempt purpose.

 

Article 3. The provisions for establishing membership and participation in the corporation are: There shall be a Board of Directors governed by the association by-laws and/or guidelines.  Membership is open to all farmers, growers, restaurateurs and chefs.  Application for membership shall be made by submitting a membership form, as defined in the bylaws and/or guidelines, to the Board of Directors.

Article 4. The provisions for disposition of the corporate assets in the event of dissolution of the corporation, including the prioritization of rights of shareholders and members to corporate assets are: It is the intention of the Corporation to donate all property, information, rights, and equipment to such agricultural organizations as determined by the board of directors and approved by the membership, provided the organizations agree to accept them. Otherwise, all corporate assets will be disposed of according to applicable state law.

Article 5. The address at which the business of this corporation is to be carried on is: PO Box 2042, 25 Capitol Street, Concord, NH 03302.

Article 6. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates are: No stock is to be issued.

Article 7. Provisions eliminating or limiting the personal liability of a director, an officer, or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer, or both, is: (Note 2) No director or officer of the Association shall have any liability to the organization for breach of a fiduciary duty as a director or officer, or both, except with respect to:

(1)     Any breach of the director’s or officer’s duty of loyalty to the organization;

(2)     Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law;

(3)   Any transaction from which the director, officer, or both, derived an improper personal benefit.

Article 8.  Signatures and post office address of each of the persons associating together to form the corporation: (Note 3)

Signatures                                                                                             Name

Name (please print)                                                                              Post Office Address

City/Town State Zip

1.  ______________________________________                  Jackie (Jack) C. Potter

30 Lower Smith Road

______________________________________                       Sanbornton NH 03269

2.  ______________________________________                  Charles Burke

5 Gulf Road

______________________________________                       Sanbornton, NH 03269

  1. ______________________________________              Henry Ahern

601 Daniel Webster Highway

______________________________________                       Plymouth, NH 03264-4314

  1. ______________________________________              Gail McWilliam

PO Box 2042

______________________________________                       Concord, NH 03302

  1. ______________________________________              Laurie Ferguson

PO Box 150

______________________________________                       Andover, NH 03216

City/Town Clerk’s office , City/Town of Concord, New Hampshire.

Received and recorded this day of 6 April 2005

City/Town Clerk ‘s Signature                                             Signed_

City/Town Clerk’s Name (please print)                             Jane Bonefant