BY-LAWS OF THE FARMERS MARKET FEDERATION OF NEW YORK, INC.
ARTICLE I - NAME
The name of this association shall be the “Farmers’ Market Federation of New York, Inc.” (FMFNY) Hereinafter referred to as the Federation. The Federation shall be incorporated as a not-for-profit corporation under the laws of the State of New York.
ARTICLE II - OBJECTIVES
The mission of the Federation is to support and promote the viability of farmers markets through innovative services, programs and partnerships that maximize the benefits of markets to sellers, buyers and communities.
ARTICLE III - DEFINITIONS
A Farmers Market will be defined as any public gathering used by two three or more producers, produced by the farmer/or from other local producers, for the direct sale of farm and food products from producers to consumers.
ARTICLE IV - MEMBERSHIP
Section 1. Membership Categories
ARTICLE V - VOTING PRIVILEGES
Section 1. Voting members: Voting rights are granted to one (1) person designated by the Market Member to represent that market on matters requiring a vote. Market member dues must be current in order to vote.
Section 2. Non-voting members:
ARTICLE VI - DUES
Membership dues are determined by the Board of Directors. and will be reviewed annually
ARTICLE VII - BOARD OF DIRECTORS
Section 1. Duties of the board shall be to manage the corporation in the interest of and for the benefit of its members, establish policy, hire and direct staff, and other such duties as consistent with a board of directors. Special committees may be designated by the Board of Directors as a means of furthering the purposes and objectives of the Federation.
Section 2. Nomination Process. The Board shall appoint a nominating committee of at least two (2) members to recruit a slate of appropriate board members to stand for election. Nominations shall also be accepted from the floor at the annual meeting.
Section 3. Elections for the Board of Directors will take place at the annual meeting.
Section 4. Number of Directors. The Board of Directors shall consist of at least 13 Level 1 Market members, who are at least 18 years of age, and have paid their membership dues.
Two directors shall represent farmers markets from each of the following five regions of the state.
consisting of Bronx, Dutchess, Kings, Nassau, Orange, Putnam, Queens, Rockland, Suffolk, Sullivan, Ulster, and Westchester counties (12).
Three additional directors shall be At-large and shall be from any region of the state, but not from the same region.
Section 5. Nonvoting advisors: up to 5 non-voting advisors to the Board shall be chosen annually appointed by consensus of the Board. Advisors may include representatives from groups such as, but not limited to Cooperative Extension, the Department of Agriculture and Markets and the agricultural industry and others. Advisors are to provide guidance and support to the board and the work of the Federation. They will serve without term limits, but are subject to periodic board review.
Section 6. Director Terms. Directors shall be elected to serve a three-year term. All director terms will have a two consecutive term limit. No two director seats from the same region shall be up for election at the same time, except in the case of the At-Large Director. Fulfilling an expired term does not count against the term limitations.
Section 7. Director Vacancies. Board seats that are vacated before the end of a term are filled by appointment of the remaining board. Appointees must stand for election at the upcoming annual meeting. Fulfilling an expired term does not count against the 2 term limitation.
Section 8. Removal of Directors. Any or all Directors may be removed for cause by the vote of three fourths of the directors present at any regular or special Board meeting. Prior to being removed for cause, a director shall be given written notice of the charges before the Board and an opportunity to be heard on those charges prior to a vote on the proposed removal.
Section 9. Director Resignation. A director may resign at any time by giving written notice to the Board, the President, or the Secretary of the corporation the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 10. Quorum of Directors. A majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business. A quorum shall consist of 6 board members. Once a quorum is present, a majority of those present may authorize any action of the board. Once made, a quorum is not broken by subsequent departure of a board member.
Section 11. Action of the Board. Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall constitute an act of the board. Absentee voting, in writing, may be allowed at any meeting of the Board of Directors, with the vote cast accordingly by the President. Any action taken by email vote shall require a majority vote by the full board. Once achieved, the vote shall constitute a binding act of the board.
Section 12. Place and Time of Board Meetings. The board shall minimally hold quarterly meetings at the office of the Corporation or at such other places within the State of New York. Board meetings may be held in person, via phone or video conferencing or email with dialog not to extend over a period of one week. A minimum of 2 meetings annually shall be face-to-face meetings.
Section 13. Special meetings. The board may hold special meetings upon the petition to do so signed by three directors. Notice of special meetings shall be given to all board members at least 10 business days in advance of the date on which such special meeting is to be held.
Section 14. Attendancee. All board members must attend a minimum of two of the four quarterly meetings, in addition to one face-to-face meeting.
Section 15. Compensation of Board members. Board members, including officers, shall not be compensated for their service.
ARTICLE VIII - OFFICERS, DUTIES
Section 1. Officers of the Board. Officers shall consist of President/CoPresident, Vice-President, Treasurer, and Secretary.
Section 2. Nomination of Board Officers. Officers shall be nominated by the Board of Directors in its entirety or by a committee of two directors appointed by the President to draft a slate of officers.
Section 3. Election of Board Officers. Officers are to be elected by the Board of Directors and shall assume their posts at the first meeting following the Federation annual meeting.
Section 4. President/Co-President. The office of President may be held by a single individual or in cases where the workload or other factors necessitate, the duties and responsibilities of the office may be shared by two individuals as a Co-Presidency. The President/Co-Presidents shall be the Chief Executive Officers of the Federation and shall preside at all meetings of the Federation. The President/Co-Presidents shall assign or cause to be assigned board members and chairpersons to all board committees, including finance/audit, programs and services, governance, board development and member relations, or any ad hoc committees as deemed appropriate. The President/Co-Presidents shall preside over the Executive Committee. In the case of Co-Presidency, the Presidents shall determine the split of Presidential responsibilities.
Section 5. Vice President. In the absence of the Co-Presidents, the Vice-President shall execute the duties of the President.
Section 6. Secretary. The Secretary shall keep and distribute the minutes of all meetings of the Federation. Minutes will be maintained in the Federation office.
Section 7. Treasurer. The Treasurer shall, with the active assistance of the Executive Director and any bookkeeping or accounting service retained for the purpose of collecting and disbursing funds, be the custodian of funds collected by the Federation. The Treasurer shall make an accounting of receipts and disbursements at each Board meeting and shall make an annual report to the membership regarding the Federation’s finances at the annual meeting. The Treasurer shall also present the books for an annual review and audit and shall chair the Finance/Audit Committee.
Section 8. Executive Committee. The Executive Committee shall include the officers of the organization and one at-large member of the board of directors.
Section 9. Removal of Officers. Officers may be removed for cause by the vote of three fourths of the directors present at any regular or special Board meeting. Prior to being removed for cause, an officer shall be given written notice of the charges before the Board and an opportunity to be heard on those charges prior to a vote on the proposed removal.
Section 10. Officer Vacancies. The Board shall nominate an officer from the remaining directors to fill the vacated seat until the end of the year next annual meeting.
ARTICLE IX - OPERATIONS
Section 1. Fiscal Year. The fiscal year for the Federation shall be July 1 through June 30.
Section 2. Annual Meeting. An annual membership meeting shall be held within the first quarter of each year during the annual conference. This will be a Level 1 Market member meeting to conduct the business of the Federation and to elect a slate of directors. Level 1 Market members shall be notified at least 30 days in advance of the annual meeting of the date, location and time of the meeting, and of actions to be taken at the meeting. Non-voting members are encouraged to attend the annual meeting and provide input on the business and activities of the Federation, but are not eligible to vote.
Section 3. Special Meetings. Level 1 Market members may petition the Board to hold a special meeting. The Board will have 30 days to respond to a request from members and determine if a special meeting is deemed appropriate and necessary.
Section 4 Quorum. Elections or decisions of any question shall be by a majority of the Level 1 Market members present at the annual meeting or special meetings of the membership.
Section 5. Absentee voting. Level 1 Market members may request absentee ballots two weeks in advance of any membership meeting to cast a vote on the matters requiring a vote. Absentee ballots must be returned to the Federation office at least one week in advance of the meeting and ballots will be opened at the meeting where said action is taking place.
Section 6. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE X - AMENDMENTS
These bylaws may be amended by a two-thirds majority vote of voting Level 1 Market members at any meeting, provided written notice of the proposed By-Law changes has been provided to all members 30 days prior to the meeting at which action on the changes will take place.
ARTICLE X - TERMINATION
In the event of dissolution of the Federation, subject to any restrictions on use or transfer that may exist, all assets remaining after all liabilities and obligations have been met, will be paid to an agricultural not-for-profit organization, as determined by the Board of Directors.
Adopted by the membership, January 18, 2007
Revised and adopted by membership, March 6, 2008
Revised and adopted by membership, March 4, 2010