Draft MFFM By-Laws
[DRAFT
VERSION of 5-Feb-2012]
By-Laws
of
the
Maine
Federation
of
Farmers’
Markets
ARTICLE
1: NAME
The
name
of
the
organization
shall
be
the
Maine
Federation
of
Farmers’
Markets
(herein
referred
to
as
“MFFM”).
ARTICLE
2: PURPOSE
The
purpose
of
the
MFFM
is
to
cultivate
a
vibrant
and
sustainable
farmers’
market
community
in
the
state
of
Maine
by:
providing
a
forum
and
repository
for
the
exchange
of
ideas
and
resources
being
an
effective
voice
for
promotion
and
education
to
the
citizens
of
Maine.
engaging
in
legislative
advocacy
and
to
act
as
a
liaison
with
communities,
municipalities
and
public
and
private
organizations
collecting
data
and
conducting
research
on
the
status,
needs
and
benefits
of
farmers
markets,
including
the
level
of
outreach
to
communities
to
identify
how
farmers’
markets
support
independent
businesses
and
sustain
environmental
integrity
in
the
state
of
Maine.
providing
training
and
technical
assistance
for
market
vendors,
managers
and
boards.
working
to
increase
access
to
farmers’
markets
for
low-income
customers
pursuing
other
objectives
as
determined
by
the
membership
raising
funds
as
necessary
to
support
the
MFFM’s
activities
and
programs.
ARTICLE
3: MEMBERSHIP
SECTION
1: Regular
Members
– The
MFFM
shall
have
as
its
members
any
farmers’
market
in
the
state
of
Maine
meeting
the
State’s
legal
definition
of
a
farmers’
market.
Any
market
manager,
board
member,
or
vendor
from a
member market
may represent
the
member
market
without
regard
to
number.
SECTION
2: Sponsoring Member – A Sponsoring Member is a person or
organization other than a farmers market who pays annual dues as set
by the MFFM and who supports the purpose of the MFFM. The Sponsoring
Member shall not be a voting member of the MFFM or a member of the
board.
SECTION
3: Annual Meeting – An
Annual Meeting of the membership shall be held once
a year
and are open to the public. All members of Maine farmers' markets
are urged to attend.
SECTION
4: Special
Meetings
of
the
membership
may
be
called
by
a
majority
of
the
Board
of
Directors
or
by
51% of
the
membership.
SECTION
5: Notice of Meetings – Written, printed, or email notice of
every Annual Meeting and Special Meeting
of the membership shall be sent to each member not less than thirty
(30) days before such meeting. Such notice shall state the purpose,
and the time and place of the meeting. No business shall be
transacted at special meetings other than that referred to in the
meeting notice.
SECTION
6: A majority of Member representatives present at the start of the
meeting shall constitute a quorum to conduct business at an Annual
meeting or Special
meeting.
SECTION
7: Dues.
There
are no dues to be a member of the MFFM, and all markets are
considered to be members. However,
a
voluntary payment
system
of pledges may be annually requested of markets. Each market may
asked to make an annually renewed pledge to MFFM in an amount the
market feels comfortable with. Suggested giving levels are $5, $10,
$15 or $20 per member, preferably to be paid from the market’s
treasury rather than be assessed from the market members directly.
SECTION
8: Member Qualifications. It is suggested that Maine farmers'
markets comply with the following provisions:
They
should be operated in accordance with all relevant federal, state
and local regulations.
The
market's mission, rules and actions are consistent with the Purposes
of MFFM.
Farmers'
markets in a particular market area should not seek to erode the
viability of other markets in the region, but rather to collaborate
with these neighboring markets.
Farmers
and other market members should be involved in the decision-making
process of the market.
Markets
where crafts, processed foods, and other items are sold can be
eligible as farmers' markets, as long as the total number of craft
vendors and non-farming processors does not exceed the total number
of farmers.
It
is the intention of the Federation that a farmers’ market be
an assurance of integrity. We want consumers to be sure that when
they go to a Maine farmers' market, they are purchasing foods from
the farmers and processors that produced them. However, individual
circumstances of markets will be taken into account when considering
this.
ARTICLE
3: BOARD
OF
DIRECTORS
SECTION
1: Powers - The Board shall be responsible for establishing the
policies of the MFFM, overseeing the management of the business
affairs of the Federation including organizing
meetings, advance notification of meetings to the membership, the
preparation of the annual budget, strategic planning and hiring of
staff. The Board is elected from the members of Maine farmers’
markets.
SECTION
2: Number,
Term,
Qualification
– The
Board
of
Directors
must
be
at
least
nine
but
not
more
than
fifteen
members,
at
least
80 percent
of
whom
are
actually
vendors
at
a
Maine
farmers’
market.
Each
director
shall
serve
a
term
of
one
year
and may
serve
three
consecutive
terms.
SECTION
3: Election
of
Directors
– Directors
may
form
a
committee
to
nominate
prospective
new
board
members
and
nominations
may
be
submitted
by
members
and
nominations may
be made
from
the
floor
of
the
Annual
Meeting.
All
Directors
shall
be
elected
by
a
majority
vote
of
the
member
representatives
present
at
the
Annual
Meeting.
SECTION
4: Board
Vacancies, Regional Representation – Vacancies on the board
may be filled by appointment by the Board at any time. Regional
representation being desirable, the Board may appoint directors
preferentially from under-represented areas of the State.
SECTION
5: Removal of Directors – Directors may be removed from the
Board for cause by a two-third vote of the Board, whenever in its
judgment the best interests of the MFFM would be served. The vote
will take place at a meeting, notice for which specified that such
removal was to be considered and voted upon, and replaced until the
next election by the membership. All members shall be notified 30
days in advance of the meeting.
SECTION
6: Board Meetings –The Board of Directors shall meet as deemed
necessary by the Chair of the Board or as requested by a majority of
Directors. Meetings may be conducted in person, by conference call
and/or on-line.
SECTION
7: Quorum – The board meeting quorum shall consist of a
majority of the Board members.
SECTION
8: Voting – All decisions of the Board shall be made by a
majority of those present at the start of a meeting.
SECTION
9: Decisions not at physical meetings – The Board may adopt
decision-making methods that do not require a physical meeting of
its members, such as via email, video conferencing, or other method.
For such decisions a quorum shall mean all current members of the
board.
ARTICLE
4: EXECUTIVE
AND
OTHER
COMMITTEES
SECTION
1: Executive
Committee
– The
Board
of
Directors
may
establish
an
executive
committee.
The
executive
committee
may
have
and
exercise
the
authority
of
the
Board
of
Directors
in
the
management
of
the
MFFM
subject
to
review
and
approval
of
the
Board
at
its
next
meeting.
SECTION
2: Other Committees – The Board may from time to time appoint
such standing and ad–hoc committees as it deems advisable.
Membership of these committees shall include Board members and other
interested individuals. Power and responsibilities of such
committees shall be determined by the Board.
SECTION
3: Minutes
– Committees
shall
keep
minutes
of
their
meetings,
report
at
Board
meetings,
and
file
their
committee
minutes
as
attachments
to
the
minutes
of
the
next
Board
meeting's
minutes.
ARTICLE
5: OFFICERS
SECTION
1: Officers –
The board may elect officers of the MFFM to fill
the
following positions:
Chair, Vice-Chair,
Secretary, and Treasurer. The
duties
of any officer may be shared among more than one Board member. Other
officers may also be created from time to time by the Board of
Directors.
• Chair
– The Chair shall be the principal executive officer of the
MFFM subject to the Board's control, and shall supervise and control
the business and affairs of the MFFM.
• Vice-Chair
– The Vice-Chair, in the event of the inability of the chair
to perform their duties
shall
have all the duties and authority normally vested in the Chair of
the MFFM. If the Chair is divided among co-Chairs, that
fills the requirement of this section.
• Secretary
– The Secretary shall keep a record of all the meetings of the
Board of Directors and membership, and shall receive and file
proceedings of committees. The Secretary shall hold all official
documents of the MFFM and maintain the register of members. The
minutes shall be distributed to the membership within 30 days of the
meeting.
• Treasurer
– The Treasurer shall supervise the financial affairs of the
MFFM, accounting for all the receipts and disbursements, sign along
with the Chair any contracts executed on behalf of the MFFM and
present a complete statement of the financial affairs of the MFFM to
the annual meeting.
SECTION
2: Election and Term of Office
– Officers shall be elected annually by the Board at the first
meeting of the Board after the Annual Meeting. Each officer shall
hold office until the next Annual Meeting and until his or her
successor shall have been elected unless the member dies, resigns or
is removed.
SECTION
3: Removal
– Any officer elected or appointed by the Board may be removed
from their petition by a two-third vote of the Board, whenever in
its judgment the best interests of the MFFM would be served. This
will take place at a meeting, notice for which specified that such
removal was to be considered and voted upon.
SECTION
4: Vacancies
– A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Chair
for the unexpired portion of the term.
ARTICLE
6: INDEMNIFICATION
OF
DIRECTORS
AND
OFFICERS
Each
Director
or
Officer
now
or
hereafter
serving
the
MFFM
and
each
person
who
at
the
request
of
or
on
behalf
of
the
MFFM
is
now
serving
or
hereafter
serves
as
a
Director
or
Officer
of
the
Association,
and
his/her
representative
heirs,
executors
and
personal
representative,
shall
be
indemnified
by
the
MFFM
against
expenses
actually
and
necessarily
incurred
by
him
or
her
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
such
a
director
or
officer,
except
in
relation
to
matters
to
which
he
or
she
shall
be
adjudged
in
such
suit,
action
or
proceeding
to
be
liable
for
intentional
negligence
or
misconduct
in
the
performance
of
duty:
but
such
indemnification
shall
not
be
deemed
exclusive
of
any
other
rights
to
which
such
person
may
be
entitled
under
any
law,
agreement,
vote
of
Board
of
Directors
or
otherwise.
ARTICLE
7: AMENDMENT OF BY-LAWS
These
by-laws
may
be
altered
or
amended
by
a
two–third
vote
of
the
member
representatives
present
at
the
Annual
Meeting
if
the
proposed
change
has
been
warned
as
an
agenda
item
of
the
meeting.
Member
representatives
unable
to
be
present
at
said
meeting
may
submit
in
writing
their
proxy
at
least
one
week
prior
to
the
meeting.
Notice
of
specific
language
of
proposed
amendments
to
the
guidelines
must
be
mailed
or
emailed
to
the
membership
at
least
30 days
prior
to
the
annual
meeting.
ARTICLE
8: FISCAL
YEAR
The
fiscal
year
of
the
association
shall
be
the
calendar
year.
ARTICLE
9: DISSOLUTION OF FUNDS
To
be determined.
Adopted
on
(date)
_____________ by
the
MFFM
Board
of
Directors.
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