View By-Laws Template (web page)

View By-Laws Template (printable pdf)

This Farmers' Market By Laws Template is a document that provides a skeleton upon which your organization fills in what its structure will be and what it's official operating procedures are. The order of the articles is traditional, not mandatory. However each of the articles listed has an important effect upon some aspect of your organization, thus each of them should be addressed. You can add others.

What organizations need bylaws? For-profit corporations do not, but non-profit corporation do. Unincorporated Associations (a legal term which includes many farmers' market organizations) should have a set of by-laws simply because they explain to the membership just how the organization functions and what its purpose is. Your by-laws are your agreement with each other about what your association will be like and what the duties and privileges of membership are.

It may be helpful to view the actual bylaws from various other markets to see how they went about answering the questions posed by each article. Compare several examples, since your organization's membership may find some wordings and intentions more agreeable than others. Note, however, that some bylaws are poorly written; use your own judgment to determine which best serves your own organization's needs.

Many sets of Market Rules and Market By-Laws from various Maine Farmers' Markets are viewable and downloadable at the Maine Federation of Farmers' Markets website www.mffm.org (see links in menu above)

It is important to include in the By-Laws only statements that will be true over a long period of years, and not to include anything that will likely change annually. The idea is to create a semi-permanent document that defines your organization's structure, rather than to describe how it operates on a day-to-day basis. Statements that typically or potentially change annually (dues amount, opening dates, location, hours, etc.) should go into your Market Rules.

By way of analogy, your By-Laws are like the U.S. Constitution, while your market rules are like our laws. To promote organizational stability, the procedure for changing your By-Laws should be more difficult than the procedure to change your Market Rules. For example, Market Rules might change with a simple majority and no prior notice that the rule will be voted upon, whereas the By-Laws might require a 2/3 majority vote and a month's notice of the meeting where the By-Law change is to be decided upon. 

Quorums are important. A quorum is the minimum percentage of membership required to be in attendance at a meeting for that meeting to be considered a valid meeting of the organization. In cases where an organization is about to collapse, or in cases where poor weather conditions depresses attendance, low membership turnout at a meeting can result in decision paralysis if the quorum is set too high. The combination of a low percentage quorum (20% is common) and a requirement of at least a month's notice of a meeting (so the meeting doesn't “come as a surprise”) generally results in a sense of both fairness and efficiency.

Voting majorities are usually defined by “those members in attendance” rather than “of the entire membership”, again to avoid paralysis of decision making at properly called meetings. If you want the organization to be able to function using a democratic meeting process, it is important to assure that meetings can almost always actually make the decisions they are charged with making. The bleak alternative is for any strong-willed autocrats in an organization to take charge because the meetings “don't work”.

The Steering Committee is usually made up of the officers of the organization and perhaps one or several other members who have no defined duties. These “at large” positions of the steering committee allow members to get a little more involved without having to take on other responsibilities. The officers are generally president (or chair), secretary, treasurer, market manager, and assistant treasurer, but upon reflecting upon the overall work it takes to make the market function, you can divide that work into whatever job titles you see fit. There should be at least two officers who are able to sign checks drawn on the market's account in order to avoid crippling the organization financially if the treasurer is unavailable. Often this is another officer, usually the assistant treasurer. The Steering Committee will often meet a little more frequently than the general membership does.

~Tom Roberts, 9-Mar-2008

The opinions here are entirely my own.
I have no legal training, just a few
decades of watching and listening,
and being involved in creating and updating the
by-laws of several Maine farmers' markets.