ARTICLE I
NAME, OFFICE AND SEAL
Section 1. Name of the Organization. The name of the corporation
shall be the New Mexico Farmers’ Marketing Association.
Section 2. Principal Office. The principal office of the corporation
shall be the
New Mexico Farmers’ Marketing Association office, 430 West Manhattan #5,
Santa Fe, NM 87501.
ARTICLE II
PURPOSE
Section 1. The purpose of the New Mexico Farmers’ Marketing Association
shall be the following:
a. to promote direct marketing avenues for New Mexico agricultural products.
b. to advocate for the interest and respond to the needs of farmers’ markets
and direct marketing farmers.
c. to educate farmers and consumers about the benefits of direct marketing and
the importance of supporting local agriculture and community.
ARTICLE III
MEMBERSHIP
Section 1. The members of the Association are
New Mexico Farmers’ Markets that have paid a membership fee, and other
interested parties in New Mexico that have paid a membership fee.
- A Farmers’ or Growers’ Market is defined as “A public market
place where fresh foods from a defined local area are sold by the people who
have grown, gathered, raised or caught them.”
- Interested parties are defined as individuals or organizations whose work
or interests are consistent with the mission of the New Mexico Farmers’
Marketing Association.
Section 2. There shall be an annual meeting of
the membership, at a time and place determined by the Association. Twenty percent
of the membership must be represented at the annual meeting in order to constitute
a quorum and elect Board members. Member markets will determine, prior to the
annual meeting, who is to be their representative at the annual membership meeting.
Section 3. The Board of Directors has the authority
to set the cost of membership fees and to define the benefits of membership.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers. The activities, affairs
and property of the corporation shall be managed, directed and controlled by
the Board of Directors except as otherwise provided in these bylaws.
Section 2. Number of Directors. The Board
of Directors shall consist of two types. One
shall be farmers’ market representatives, and these will not be less than
5 (number of Directors) nor more than 7 Directors of this type. The other type
of directors shall consist of persons interested in supporting the aims and
purposes of the farmers’ markets, and who have experience relevant to
the operation of the New Mexico Farmers’ Marketing Association. There
will be no less than 1 (number of Directors) nor more than 4 Directors of this
type.
Section 3. Board members are elected by the membership,
with one vote per farmers’ market and one vote per interested party. All
directors shall be elected for a 3-year term.
Section 4. Resignations. Any Director
may resign at any time by delivering a written resignation to the chairperson
of the Board.
Section 5. Removal. Any Director may be
removed at any time for cause, including, commission of a felony, malfeasance,
continued gross or willful neglect of his or her duties or conduct derogatory
to the best interests of the corporation. Notice of proposed removal shall be
sent to the said Director and such Director shall have the right to be heard
at a special meeting called by the chair.
Section 6. Vacancies. Vacancies, whether
caused by death, illness, resignation or
removal of a Director shall be filled by a majority vote of the entire Board
of Directors.
Section 7. Annual Meeting. The annual
meeting of the Board of Directors shall be held at a time and place determined
by the officers.
Section 8. Other Meetings. Regular meetings
of the Board of Directors shall be held at a time and place to be determined
by the Board of Directors. Special meetings shall be held at any time when called
by order of the chairperson of the Board or by any three Directors.
Section 9. Notice. Notice of each meeting
of the Board of Directors must be given to each Director not less than five
(5) nor more than twenty (20) days prior to the day on which the meeting is
to be held.
Section 10. Quorum. The presence at any
meeting of a majority of the Board of Directors shall be necessary and sufficient
to constitute a quorum for the transaction of business. Proxy voting is prohibited.
Section 11. Annual Reports. The officers
shall present at each annual meeting an annual report of the corporation's activities
during the preceding year.
Section 12. Conduct of Meetings. All meetings
of the Board of Directors shall be conducted in accordance with acceptable parliamentary
procedure.
ARTICLE V
COMMITTEES
Section 1. The chairperson shall establish all
committees and shall appoint all committee chairpersons and members of each
committee with Board approval.
Section 2. Vacancies. Vacancies on committees
shall be filled by the chairperson of
the Board of Directors and may be subject to the approval of the Board of Directors.
ARTICLE VI
OFFICERS
Section 1. The principal officers of the corporation
shall be chairman (or chairperson as herein or president), vice-chairman, (vice-chairperson
or vice-president), secretary, and a treasurer, all of whom shall be elected
by and from the Board of Directors.
Section 2. Election of Officers. The officers
of the corporation shall be elected annually by the Board of Directors at the
annual meeting of each new Board.
Section 3. Removal of Officers. Upon an
affirmative vote of the majority of the Board of Directors, an officer may be
removed and his or her successor elected at any regular meeting of the Board
called for such purpose.
Section 4. Duties of Officers. The Chairperson
shall, when present, preside at all meetings of the Board of Directors and all
meetings of the members; he/she shall have the authority to appoint and discharge
paid staff members, if any, and fix his or her compensation, subject to the
approval of the Board of Directors; he/she shall manage and control the business
and affairs of the corporation; he/she shall generally do and perform all acts
incident to the office of the Chairperson which are authorized or required by
law. The Chairperson shall be a member of all committees.
Section 5. Duties of Officers. Vice-Chairperson.
The Vice-Chairperson shall represent the
Association at meetings and other functions when asked to do so by the Chairperson,
and will perform the duties of the chairperson when he/she is unavailable. The
Vice Chairperson will also perform other duties assigned by the Chairperson.
Section 6. Duties of Officers. Secretary.
The secretary shall keep the minutes of the meetings incident to the office
of the secretary. Additionally, he/she shall file amendments to the bylaws with
the State Corporation Commission and all other such documentation as required
by state law, other than financial records.
Section 7. Duties of Officers. Treasurer.
The treasurer shall have responsibility of corporate funds and securities and
shall be responsible for keeping full and accurate accounts of all receipts
and disbursements in books belonging to the corporation. Additionally, in absence
of paid staff members, he/she shall file all forms required by the tax agencies
of city, county, state and federal governments.
ARTICLE VII
FISCAL YEAR
Section 1. The fiscal year of the corporation
shall be such as may be determined from time to time by resolution of the Board
of Directors.
ARTICLE VIII
DEPOSITS, CHECKS, LOANS, CONTRACTS, ETC.
Section l. Deposit of Funds. All funds
of the corporation shall be deposited in such banks, trust companies, or other
reliable depositories as the Board of Directors may from time to time determine.
Section 2. Loans. No loans or advances
shall be contracted on behalf of the corporation and no note or other evidence
of indebtedness shall be issued in its name, unless and except if authorized
by the Board of Directors.
Section 3. Contracts. Any officer authorized
by the Board of Directors may, in the name and on behalf of the corporation,
enter into those contracts or execute and deliver those instruments that are
authorized by the Board of Directors. Any authorization may be general or confined
to specific instances. Without such authorization of the Board of Directors,
no officers or other agent of the corporation may enter into any contract or
execute and deliver any instrument in the name and on behalf of the corporation.
Section 4. The Board of Directors may accept
on behalf of the corporation, any contributions, gifts, bequests or equipment
for general benefit or purposes of the corporation or for any special purposes
of the corporation.
ARTICLE IX
RECORDS OF ACCOUNTING
Section 1. The corporation shall keep books and
records of accounting and shall keep minutes of the proceedings of all its meetings
of committees having any of the authority of the Board of Directors and shall
keep a record of the names and addresses of all members of the Board of Directors.
Section 2. All books and records of the corporation
may be inspected by any member
of the Board of Directors or his/her agent or attorney for any proper purposes
at any responsible time. Audits will be conducted by law, regulation or resolution
of the Board.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is to be given under the provisions under the laws of the
state of
New Mexico pertaining to non-profit corporations, or under the provisions of
the Articles of Incorporation or Bylaws of this corporation, a waiver of notice
in writing signed by 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 XI
AMENDMENTS TO BYLAWS
These Bylaws may be amended, altered, changed, added to or repealed by the affirmative
vote of a two-thirds (2/3) majority of the members of the Board of Directors
at any regular or special meeting of the Board of Directors if the notice of
the proposed change, amendment, alteration, addition or repeal is contained
in the notice of the meeting at least five (5) days prior to such meeting.
The By-Laws of the New Mexico Farmers’ Marketing Association were updated by the Board of Directors in accordance with the by-laws herein on January 24, 2004. .