By-Laws
BYLAWS OF THE NEW HAMPSHIRE FARMERS MARKET ASSOCIATION
ARTICLE ONE
NAME
The name of this organization shall be the "New Hampshire Farmers Market Association” (NHFMA) .
ARTICLE TWO
ORGANIZATION, MISSION, GOALS AND OBJECTIVES:
Section One. Organization. The NHFMA is organized as a 501(c)3 New Hampshire Non-Profit Association with a public charity status of 509(a)2 as of May 15, 2010.
Section Two. Mission. The mission of the NHFMA is to educate the general public on the benefits of a healthy lifestyle acquired through locally grown agricultural products. We are dedicated to helping consumers understand the economic, social and ecological benefits of this lifestyle for themselves as well as for local farmers, growers and producers . The association seeks to educate local producers on best management practices and common operating procedures through a variety of means including workshops , seminars and multi-media. The NHFMA will work to provide the educational assistance , support and training that local producers need to provide healthy food in an ecologically sound manner. Through education and member participation, the NHFMA strengthens New Hampshire agriculture , as defined in RSA 21-34a.
Section 3. Goals. The goals of this organization are: to form an association of persons having a common interest in NH agricultural-based products, to preserve New Hampshire 's rural environment, to establish and maintain the integrity of agriculture markets within New Hampshire and its bordering regions, and to promote that common interest.
Section 4. Objectives. The objectives of this organization shall be:
To educate agriculture producers , consumers , decision-makers and the general public about the availability , scope, diversity and benefits of 'agriculture markets while educating the recipients of food stamp benefits and the Farmers Market Nutrition Program (FMNP) regarding access to locally grown produce.
To identify producers and develop a network of education , support and training for them.
To identify, promote and encourage the development of self-sustaining , environmentally conscious agriculture markets. To develop new and expanded markets through education, marketing and promotional diversity to include , but not be limited to : the availability of grants and funding assistance, group marketing, educational opportunities, growing and processing facilities, and agri- & eco-tourism. We envision an outreach to food service establishments, to include school and work-place cafeterias, as well as commercial restaurants , in order to improve the nutritional quality of their fare through increased usage of New Hampshire based agricultural products.
To protect the diversity of agricultural-based products available at NH agriculture markets.
NH agricultural-based products include but are not limited to: agricultural crafts, baked goods, dairy, eggs, fiber goods & crafts, flowers, fresh fruits & berries, herbs, honey, jams & jellies, potted plants, poultry & meat products , processed foods, seeds, syrup, vegetables, and wood crafts & products. In addition, small livestock and fowl may be sold.
To provide a forum for the exchange of ideas and for addressing problems, needs and concerns; an increased opportunity for purchasing materials by taking advantage of bulk purchase discounts; and information and technical resources.
To advocate producers' rights to market their produce and to ensure the continued protection of these rights. To provide an information resource to and proactively work with regulatory authorities to create suitable regulations and amend existing regulations related to agriculture markets and the production of agricultural-based products.
To contribute to the efforts of related industries and associations in promoting New Hampshire's rich and diverse agriculture, forest and tourist-based heritage.
To promote the health and vigor of agriculture markets in New Hampshire in cooperation with the efforts of educational and governmental entities such as the New Hampshire Departments of Agriculture and Health & Human Services, the New Hampshire Fish and Game Department, the University of New Hampshire's Cooperative Extension (UNHCE), and the US Department of Agriculture (USDA) and others , to support other ideas, activities or programs beneficial to New Hampshire agriculture.
ARTICLE THREE
MEMBERS
Section 1. Election of Members. Individuals, markets, and agricultural businesses that support the goal and objectives of this Association may become a member of the NHFMA upon application and payment of any required annual dues. A market or businesses shall designate a representative for their membership. All members shall be eligible to be on the Board of Directors, hold office, and be on a Committee.
All members shall have full voting rights. Anyone interested in becoming a member of the Association shall submit a written and signed application on a form approved by the Board of Directors, to the secretary of the Association or designate. Prior to the formation of the membership committee, each application shall be considered by the Board of Directors at its regular meeting, or at any special meeting of the Board, and approved or disapproved. As soon as the membership committee shall have been formed, as provided hereinafter, all applications for membership shall be submitted to the membership committee. On approval of his/her/its application by the membership committee and payment of the required dues, the applicant shall become a member of the Association.
Section 2. Voting Rights and Representation. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Each member market or business shall have a representative who can vote, be on the Board of Directors or hold office in the Association.
Section 3. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed hereinafter.
Section 4. Resignation. Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 5. Reinstatement. On written request signed by a former member and filed with the secretary, the Board of Directors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
Section 6. Transfer of Membership. Membership in this Association is not transferable or assignable.
ARTICLE FOUR
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held at the principal office of the Association or as the case may be on the third Wednesday in the month of January in each year, or at a date, time and place determined and noticed by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of New Hampshire such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
A call for nominations shall be issued by the Nominating Committee 60 days prior to the date of the annual meeting or special meeting duly called by the Board of Directors. Nominations for all offices shall close and written proxies shall be sent to the members 30 days prior to such meeting, to be returned by them on or before the date of the meeting. No proxy received after the date of the meeting shall be counted in the election.
Section 2. Special Meetings. Special meeting of the members may be called by the president, the Board of Directors, or not less than one-tenth of the members having voting rights, at a place designated by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the Association in the State of New Hampshire.
Section 3. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail or email, to each member entitled to vote at such meeting, at the address on record with the Association, not less than 10 nor more than 60 days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Association, with postage thereon prepaid.
Section 4. Quorum. Members holding fifty per cent (50%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 5. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his/her duly authorized attorney in fact. No proxy shall be valid after three months from the date of its execution, unless otherwise provided in the proxy.
Section 6. Voting by Mail or Email. Where directors or officers are to be elected by members, such election may be conducted by mail or email in such manner as the Board of Directors shall determine. Any electronically transmitted vote shall be done in a format with sufficient conformation of the identity of the voter according to the current industry standard for same.
Section 7. Attendance at Meetings. Attendance at meetings may be accomplished by attendance in person, telephonically, or by video conferencing.
ARTICLE FIVE
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Association shall be managed by its Board of Directors. Directors need to be residents of the State of New Hampshire
Section 2. Number, Tenure, and Qualifications. There shall be a minimum of three (3) directors. All terms of the directors shall be for one year.
Directors shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of members and the election and qualification of his/her successor.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the Association or at such other place as the Board of Directors shall designate. Regular monthly meetings will be scheduled for the year at the January board meeting
The Board of Directors shall meet monthly except in the summer months, from June through September, where no meetings shall be held. However, nothing herein shall prevent the Board from scheduling additional special meetings as necessary. Absence of a member of the Board for three consecutive monthly meetings may be considered a resignation from the Board of Directors and acted upon by the Board pursuant to these bylaws.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any three directors, and shall be held at the principal office of the Association or at such other place as the directors may determine.
Section 5. Informal Action by Board. Any action required by law to be taken at a meeting of the Board of Directors, or any action that may be taken at a meeting of board, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members Board of Directors entitled to vote with respect to the subject matter thereof.
Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least five days previously thereto by written notice delivered personally or sent by mail or email to each director at his/her/its address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by email, such notice shall be deemed to be delivered when the email is posted to the member. Any director may waive notice of any meeting.
The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 8. Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor in office.
Section 10. Compensation. Directors as such shall not receive any compensation for their services, but by resolution of the Board of Directors, reimbursement of expenses done on behalf of the Association can be made. The details of any such expenses shall be presented to the Board of Directors prior to reimbursement.
Section 11. Non Voting Members of the Board. The Departments of Agriculture, Food and Markets and Health & Human Services and the University of New Hampshire Cooperative Extension, may appoint advisor{s)/ representative(s) to the Board of Directors to serve as non-voting member(s).
ARTICLE SIX
OFFICERS
Section 1. Officers. The officers of the Association shall be a president, one vice president, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his/her successor has been duly elected and qualifies.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by a two-third (2/3) vote of the members of the Board of Directors approving such removal whenever in its judgment the best interests of the Association would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit Associations having the same or similar general purposes and objectives as this Association.
Board President. The board president shall be the chief volunteer officer of the Association. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
Vice President. In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of board president upon the completion of the board president’s term of office.
Secretary. The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
Treasurer. The treasurer shall be the lead director for oversight of the financial condition and affairs of the Association. The treasurer shall oversee and keep the board informed of the financial condition of the Association and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Association, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
Interim and Non-Director Officers. The Board of Directors may designate interim officers to act prior to filling a vacancy of office. The Board may also designate additional officer positions of the Association and may appoint and assign duties to other non-director officers of the Association.
ARTICLE SEVEN
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of one or more directors. These committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Association. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed by law.
Section 2. Membership Committee. At the annual meeting of the Board of Directors, the Board of Directors shall elect for one year terms such member or members of the Board who shall constitute the membership committee. Any vacancy occurring in the committee by death, resignation, withdrawal from membership or otherwise, shall be filled by the Board of Directors. Any person so elected shall serve for the remainder of the term of his/her predecessor.
The committee shall perform the functions and discharge the duties concerning the recruitment, consideration and approval of new members.
Section 3. Nominating Committee. At the annual meeting of the Board of Directors, the Board of Directors shall elect for one year terms such member or members of the Board who shall constitute the nominating committee. Any vacancy occurring in the committee by death, resignation, withdrawal from membership or otherwise, shall be filled by the Board of Directors. Any person so elected shall serve for the remainder of the term of his/her predecessor.
The committee shall perform the functions and discharge the duties concerning the recruitment, consideration and approval of new members of the Board of Directors. The committee may receive nominations from the membership, including the Board, and prepare and issue the notice of nominations for elections in accordance with these bylaws.
Section 4. Budget and Finance Committee. At the annual meeting of the Board of Directors, the Board of Directors shall elect for one year terms such member or members of the Board who shall constitute the budget committee. Any vacancy occurring in the committee by death, resignation, withdrawal from membership or otherwise, shall be filled by the Board of Directors. Any person so elected shall serve for the remainder of the term of his/her predecessor.
The committee, when formed, shall perform the functions and discharge the duties in the oversight and management of the books of accounts and the formulation of a budget for the Association in accordance with these bylaws.
Section 5. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Association, and the president of the Association shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Association shall be served by such removal.
ARTICLE EIGHT
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 1. Contracts. The Board of Directors may authorize any officer or officers or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or may be confined to specific instances.
Section 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers or agent or agents of the Association, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and if in an amount greater than $500.00, countersigned by the president or a vice president of the Association.
Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for any purpose of the Association.
ARTICLE NINE
BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the membership committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE TEN
FISCAL YEAR
The fiscal year of the Association shall be the calendar year.
ARTICLE ELEVEN
DUES
Section 1. Annual Dues. The Board of Directors shall determine from time to time the amount of annual dues payable to the Association by members of each class, and shall give appropriate notice to the members.
Section 2. Payment of Dues. Dues shall be payable annually at the beginning of the calendar year. Dues of a new member shall be prorated from the first day of the year in which such new member is elected to membership.
Section 3. Default and Termination of Membership. When any member of any class is in default in the payment of dues for a period of six months from the beginning of the period for which such dues became payable, his/her membership may thereupon be terminated by the Board of Directors as provided hereinabove.
ARTICLE TWELVE
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the State of New Hampshire or under the provisions of the articles of agreement the Association or the bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE THIRTEEN
AMENDMENT OF BYLAWS
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least 30 days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting or vote of the members at any regular or special meeting.
ARTICLE FOURTEEN
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Officers and Directors of the Association shall be indemnified by the Association if they have to defend any claim made against them individually while acting in their capacity for the Association. The indemnification shall include attorneys fees, court costs and all reasonably related expenses, in addition to any recovery, judgment or settlement had against them. Nothing herein shall prevent the Association from obtaining Directors and Officers insurance to protect and fund this obligation.
ARTICLE FIFTEEN
CONFLICTS OF INTEREST
The New Hampshire statutory requirements concerning the actions of the Board of Directors of Charitable Trusts and Nonprofit Corporations and Associations are incorporated into and made part of this policy.
The Association, Officers and Directors will comply with all requirements of New Hampshire laws dealing with pecuniary benefit transactions (RSA 7:19, II and 292:6-a). These requirements include, but are not limited to, absolute prohibition on any loans to any officer or director of the NHFMA. These requirements extend to both direct and indirect financial interests, as defined by these statutes.
ARTICLE XII
DISSOLUTION
The NHFMA may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the Voting Members (status of same as determined by Membership Committee). In case of dissolution of the NHFMA, all of the remaining assets and property of the NHFMA shall, after payment of necessary expenses thereof, be distributed to an organization or organizations having like aims and goals as the NHFMA. Otherwise, all Association assets will be disposed of according to applicable state law.
A True Copy:
____________________
Secretary
Date: Adopted 17 April 2002, amended 17 May 2004, second amendment 23 September 2015, third amendment 17 February, 2016.
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