Northeast Washington farmers market By-Laws
BY-LAWS OF NORTHEAST WASHINGTON FARMERS MARKET ASSOCIATION
A Washington Nonprofit Corporation.
The following By-Laws, adopted by the Trustees at a meeting in the city of Kettle Falls, State of Washington, on the 10th day of January 1994, shall govern the business of the Association except as the same may be amended from time to time.
NAME AND OFFICES
Section 1. NAME: The name of this association is Northeast Washington Farmers Market Association, hereafter referred to as the Association.
Section 2. OFFICES: The principal offices of the Association are in the city of Colville, Stevens County, the state of Washington. The Board of Directors of the Association may choose to place the office in another city located within Northeast Washington State, but limited to Stevens, Ferry, or North Pend Oreille Counties in Washington State.
STATEMENT OF PURPOSE
The Association shall be organized for the sole purpose of administering to a non-profit farmers market in northeastern Washington under the non-profit laws of the State of Washington, RCW 24.03 and as under the provisions of Section 501 of the Internal Revenue Code and it’s regulations as they now exist or as they may be amended hereafter. This association is not organized, nor shall it operated for pecuniary gain or profit. It does not contemplate the distribution of gains, profits, or dividends to its members. On payment, all debts and liabilities shall be distributed to a non-profit foundation or corporation that is organized under the tax exempt status of Washington State and the Federal government according to the Internal Revenue Code.
Section 1. MEMBERSHIP:
1. Any person, regardless of color, race, religious preference, or gender who agrees to comply with all of the provisions of the Articles of Incorporation, By-Laws and rules (and amendments thereto), may become a member of the Northeast Washington Farmers Market Association provided he or she has signed a current Farmers Market “Rules and Membership Agreement”. Anyone who violates the Articles of Incorporation, By-Laws, or who fails to comply with the Membership Agreement may lose his or her right to membership and/or vending privileges.
2. Any vendor who is in noncompliance with the “Rules and Membership Agreement” will be given written notice of noncompliance along with details as to how to come into compliance. Failure of vendor to follow written remedy will result in loss of membership and/or vending privileges.
Section 2. VOTING QUALIFICATIONS: All members who are qualified may vote.
Members are qualified to vote by:
1. Having a current signed vendor agreement,
2. Having their membership paid in full
3. Having been a member for at least one calendar year prior to the date of the vote.
4. Members are only entitled to cast one vote per membership, business entity.
5. There are no provisions for proxy voting.
Section 1. ORDER OF MEETINGS. All meetings and procedures will be conducted according to Robert’s Rules of Order.
Section 2. ANNUAL MEETINGS: Two annual Meetings of the voting members of the Northeast Washington Farmers Market Association shall be held; one during November and one during March of each year, at such time and place as the Board of Directors may determine.
1. At the November meeting, the qualified members shall elect, by majority vote, the Board of Directors for the ensuing year, and any other such business as the Board of Directors shall deem necessary.
2. At the March meeting, rule and policy changes may be proposed, and any new business brought forth by the Board or members may be subject to a majority vote of the qualified members.
3. Proposed agenda items need to be received by the Secretary of the Association at least five days prior to the meeting date. The proposal shall be clearly stated and detail any action requested.
4. In the event of any unfinished business from an annual meeting, it may be concluded at the next annual meeting.
Section 3. BOARD OF DIRECTOR MEETINGS:
1. Shall be held once a month, on the second Saturday, at the market site, prior to the opening of the market, May through October; November through April, meetings will be held as needed, at the Board’s discretion. A member may submit a proposed item for the agenda by contacting the Board, either in writing or by electronic mail, at least five days prior to the meeting. The proposal shall be clearly stated and detail any action requested.
2. The Board of Directors may call a closed meeting, without notice to the general membership, for the purposes of discussing personnel, and disciplinary matters.
Section 4. SPECIAL MEETINGS OF THE MEMBERS: Special meetings of the members for any purpose may be called at any time by the President or Board of Directors. Only business within the purpose described in the meeting notice may be conducted. In addition, the voting members may call a special meeting upon written (not electronic, i.e. email) request signed by not less 25% of the qualified members entitled to vote and delivered by post to the Association mailing address or in person to any Board member. With the Board of Directors stating time, place, and purpose of said meeting, said meeting to be called, not less than 10 days or more than 20 days from receipt of request.
Section 5. NOTICE OF MEETINGS: Notice of annual meetings, monthly Board meetingsor any special meetings called by the Board of Directors or the voting members, together with a statement of the purposes thereof, shall be sent to all members at least ten (10) days prior thereto, by the Secretary of the Association, by either written or electronic mail.
Section 6. QUORUM: 25% of those qualified voting members and a majority of the Board members present at any membership meeting shall constitute a quorum. A majority of the Board members constitutes a quorum of the Board of Directors at Board meetings.
BOARD OF DIRECTORS
Section 1. NUMBER OF DIRECTORS: The number of board members shall be five and no more than seven; a majority of the Board members shall be farmers, ranchers or other agricultural producers. They shall consist of President, Vice President, Secretary, Treasurer and Member(s)-at-large. The Board may combine any offices, except President, as needed on a yearly basis.
Section 2. ELECTION: The Board of Directors of the Association shall be chosen by a majority vote of a qualified member’s quorum. The Board, other than the first Board of Trustees, and except as provided in any article of these By-Laws, shall be elected at the November meeting, and each officer elected must be chosen from those qualified members having a current signed vendor agreement, having their membership paid in full and having been a member for at least one calendar year prior to the date of the election. Directors shall serve until the next succeeding November meeting or until their successors have been elected and qualified.
Section 3. APPOINTMENT OF OFFICERS: The Board of Directors of the Association can appoint by majority vote, a replacement for any officer unable or unwilling to complete their term of office, this appointed officer will serve until the next November election. The appointed officer must come from the qualified membership of the Association.
Section 4. ASSISTANT OFFICERS: The Board of Directors may appoint such assistant officers as they deem necessary from the qualified membership. Those who hold such positions may also be removed by an affirmative vote of the majority of the Board
Section 5. PRESIDENT: The President shall be the chief executive officer of the Association and shall, subject to the Board of Directors, have general and direct supervision of the management and operation of the affairs of the Association. He or she shall preside over all meetings of the members and of the Board. The President shall serve as Registered Agent for purposes of the Washington Secretary of State’s designation. President shall vote only in the event of a tie.
Section 6. VICE PRESIDENT: The Vice President shall in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have other powers as the Board of Directors may from time to time prescribe.
Section 7. SECRETARY: The Secretary shall attend all meetings of the Board of Directors and all meetings of the voting members, and shall record all the proceedings of the meetings. These proceedings shall be kept in an orderly fashion in a book. The Secretary shall give, or cause to be given, notice of all meetings. The Secretary shall have custody of the corporate seal if there shall be one. The Secretary shall have the authority to affix the same to any instrument requiring it unless the Board of Directors appoints someone else to do so.
Section 8. TREASURER: The Treasurer shall have custody of the Association funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as the Board of Directors designates. The Treasurer shall disburse the funds of the Association as may be ordered by the Board taking proper vouchers for such disbursements, and shall render the Board an account of all the Treasurers’ transactions and the financial condition of the Association.
Section 9. COMMITTEES:
The Board may form special committees made up of volunteers from the members of the Association and community at large, provided, that each committee is chaired by a member of the Board and approved by a majority of the Board of Directors.
1. The Market manager shall be contracted on an annual basis and manage the Market as put forth by the Board of Directors. The Market manager may be terminated by a majority vote of the Board of Directors.
2. The Market manager shall not be a member of the Board of Directors.
3. The Market Manager shall act as WIC liaison between the State and the Association. They shall be responsible for overseeing the Market’s participation in the WIC/ Senior Farmer’s Market Nutrition Program and the EBT/SNAP program.
INDEMNIFICATION OF BOARD OF DIRECTORS,
OFFICERS AND EMPLOYEES
The Association shall indemnify any Board of Director, officer or employee, or former trustee, board member, officer or employee of the Northeast Washington Farmer’s Market or it’s departments, against expenses actually and necessarily made in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of being or having been a director, officer or employee, except in relation to matters as to which he shall be adjudged in such action to be liable for negligence or misconduct in the performance of duty.
PROHIBITION AGAINST SHARING
IN CORPORATE EARNING
No member, officer, employee, committee member, or person connected with the Association shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association. This shall not prevent the payment to any such person of such reasonable compensation for services rendered or for reimbursements for expenditures incurred in the effecting of any of the Association’s purposes as fixed by the Board of Directors. No person shall be entitled to share in the distribution of any of the Association’s assets upon the dissolution of the Association. All members of the Association shall be deemed to have expressly consented and agreed that upon such dissolution the assets of the Association, after all debts have been paid, then remaining in the hands of the Board of Directors shall be distributed, transferred, or delivered to another non-profit corporation who qualifies under the non-profit laws of the State of Washington, RCW 24.03 and or under Section 501 of the Internal Revenue Code and it’s regulations as they now exist or as they may hereafter be amended.
CONFLICT OF INTEREST
The Board of Directors shall adopt and always maintain a conflict of interest policy (the "Policy") which is not inconsistent with the provisions of this Section. Each director shall sign, as a condition to serving the Association in his/her respective role, a statement agreeing to be bound by the terms of the Policy. Pursuant to the Policy, any director having a material financial interest in a contract or other transaction presented to the Board of Directors for authorization, approval, or ratification shall make a prompt, full, and frank disclosure of such director's interest to the Board prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such director about the contract or transaction which might reasonably be construed to be adverse to the Association's interest. The Board shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such director shall not vote on, nor use personal influence on, or participate (other than to present factual information to or respond to questions) in the discussion and deliberations with respect to such contract or transactions. Such director may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and, where applicable, the abstention from voting and participation, and whether a quorum was present. For purposes of the Policy and this section, a director shall be deemed to have a "material financial interest" in a contract or other transaction if such director (a) is the party (or one of the parties) contracting or dealing with the Association, (b) is a director or officer of, or has a significant financial or influential interest in, the entity contracting with the Association (c) is the spouse, sibling, ancestor, or lineal descendant of any person identified in either of the preceding clauses.
AMENDING THE BY-LAWS
1. These By-Laws may be amended or repealed by the affirmative vote of two-thirds of the qualified membership present at the annual March meeting.
2. The membership will be given notice of any proposed By-Law amendments, with the notice of the March meeting.
DATED this _______ day of November 2013.
Attest: Karen Rhodes, Secretary
Amended December 2, 1996
Amended February 8, 2000
Amended February 25, 2003
Amended April 1, 2013