Oregon
Farmers' Markets Association Organization
The Oregon Farmers Market
Association (OFMA) is an incorporated and
registered 501(c)(6) non-profit organization with
the primary purposes of promoting, supporting and
helping establish Oregon farmers markets;
providing services and educational assistance to
market members; providing economic bridges between
rural and urban communities.
Here are OFMA
Guiding Principles
The Oregon Farmers Market Association (OFMA)
Bylaws call for no fewer than seven and no more
than 15 Board members. Board members are elected
by the membership at the Annual Meeting (usually
held in February), and serve one year terms. There
is no limit to the number of terms a Director may
serve.
Board members must demonstrate
a commitment to the OFMA mission, and have
expertise in areas relevant to the needs of the
Association. At least one-third of the Board must
have, or have had in the past, significant
involvement in an OFMA member market. Board
meetings may be conducted by conference call as
needed.
Board Members must
-
Attend all Board meetings,
unless otherwise excused
-
Additional work meetings may
be necessary to fulfill the functions of their
subcommittee tasks.
- Commitment
to working as a team to implement the Board
work plan and Association development goals
- Commitment
to Association goals of expanding direct
marketing opportunities for farmers; and
expanding direct purchasing opportunities for
area shoppers
- Commitment
to increasing local awareness and education
around the benefits of supporting healthy
local production and consumption
- Love
of farms, and locally produced farm based food
- Regular
email access, and the commitment to
communicate and participate in the processes
necessary to strengthen the Board
There
are three officers named in the bylaws: President,
Secretary, and Treasurer. These officers are
elected by the Board of Directors and are one-year
terms. They oversee and maintain all legal and
financial obligations and documentation for the
market association and operations.
The Board may also elect one or more
vice-presidents, a chairperson, and other officers
as desired. The same person may not hold the
offices of president and secretary at the same
time, but the same person may hold any other two
offices. Officers do not have to serve
simultaneously as members of the Board of
Directors.
President
The
president is the principal officer of the
corporation and will, in general, supervise or
oversee the supervision of all of the affairs of
the corporation.
The
president generally will preside at all meetings
of the Board of Directors, unless the Board
selects another person to preside. The president
will also perform other duties as may be assigned
by the Board of Directors. The president may serve
as an ex-officio member of any committee.
Vice-President
In
the absence of the president or in the event of
the president's inability to act, the
vice-president will perform the duties of the
president. The vice-president, when acting as
president, will have all the powers of and is
subject to all the restrictions on the president.
The vice-president will also perform other duties
assigned by the Board of Directors. More than one
vice-president position may be created and duties
clarified, through the amendment of this section
of these bylaws.
Secretary
The
secretary will perform or oversee the performance
of the following duties:
a)
record and keep the minutes of the meetings of the
members and of the Board of Directors and of any
Board committees, in one or more books provided
for that purpose
b)
see that all notices are duly given in accordance
with the provisions of these bylaws or as required
by law
c)
be custodian of the corporate records;
d)
keep a register of the mailing address of each
voting member as provided by such member
e)
ensure that all required state and federal reports
are prepared and filed in a timely fashion
f)
perform or oversee all duties incident to the
office of secretary and such other duties as from
time to time may be assigned by the president or
by the Board of Directors.
The
Secretary may delegate some or all of these tasks
but remains responsible for their proper
completion.
Treasurer
The
treasurer will perform or oversee the performance
of the following duties:
a)
be responsible for the proper management and
control of all funds of the corporation
b)
prepare full and accurate financial records on a
timely basis of all the income, expenses and
assets of the corporation
c)
present reports at every Board meeting on the
financial affairs of the corporation
d)
provide financial information necessary to prepare
and file the required reports to state and federal
government agencies, showing the income,
disbursements, and assets of the
corporation.
The
Treasurer may delegate some or all of these tasks
but remains responsible for their proper
completion.
No
officer or member of the Board of Directors will
receive any compensation for fulfilling the
responsibilities of a member of the Board or of an
officer as defined in these bylaws. However, the
corporation may pay compensation to officers and
members of the Board of Directors for other
services performed as employees or independent
contractors as long as the required rules for
conflicts of interest are followed. Board members
and their relatives who receive regular
compensation from the corporation must always
constitute less than a majority of the Board.
Officers and members of the Board of Directors may
receive reimbursement for actual expenses incurred
in the course of fulfilling their
responsibilities.
The
Board may appoint or employ an executive director
or other staff, whether paid or unpaid, to perform
and conduct the programs and activities of the
organization. The Board of Directors shall
evaluate the performance of the Executive Director
on an annual basis. Unless the Board determines
otherwise, the executive director will have the
power, subject to the Board of Directors, to hire
staff, establish staff duties and performance
standards, evaluate the performance of staff, and
when necessary terminate the employment of staff
of the corporation.
The
Board may establish any committee, including
standing committees or temporary committees, by a
resolution of the Board. These committees will be
designated as "Board" or
"Non-Board"
Board Committees
Board
committees must consist of two or more directors,
and must not have any members who are not members
of the Board of Directors. Such committees
must be established by the affirmative vote of a
majority of all directors then in office.
Board
Committees are delegated part of the power of the
whole Board to authorize expenditures, adopt
budgets, set policy, establish programs or make
other decisions for the corporation.
The
Board will appoint the members of every Board
committee. One member of each committee must be
selected or appointed chair by the Board, or if
the Board wishes, it may delegate that power to
the president or the members of the committee,
subject to later confirmation by the Board.
The term of office of a member of a committee will
continue until his or her successor is appointed
unless the committee is terminated, the member
resigns or is removed from the committee, or the
member ceases to qualify as a member of the
committee.
Non-Board Committees
Non-Board committees are working committees or
advisory committees, which do not have the power
to authorize expenditures, adopt budgets, set
policy, establish programs, or make decisions for
the corporation. Such committees are established
through a resolution adopted by the directors
present at a properly called meeting. Any person
may be a member of such a committee, whether or
not that person is a member of the Board of
Directors.
The
President or the Board or the Chair of Non-Board
committees may appoint the members of Non-Board
committees. One member of each committee must be
selected or appointed chair by the Board, or if
the Board wishes, it may delegate that power to
the president or the members of the committee,
subject to later confirmation by the Board.
The
term of office of a member of a committee will
continue until his or her successor is appointed
unless the committee is terminated, the member
resigns or is removed from the committee, or the
member ceases to qualify as a member of the
committee.
Designated
Committee
Requirements
-
Name
the committee and the purpose of the committee
-
State
what powers, authority and duties have been
delegated to the committee
-
How
the chair of the committee is selected
-
How
the members of the committee will be appointed
or elected
-
State
what procedures, if any, the committee will
use in carrying out its work.
Committee Procedures.
Unless otherwise specified, Board Committee
meetings will operate with the same quorum and
voting requirements as the full Board, and as far
as possible will operate according to the
procedures of the Board as stated in these bylaws.
If any formal decisions or resolutions are voted
on at a committee meeting, then the votes and the
resolutions so adopted must be recorded in the
form of corporate minutes and filed with the
secretary.
Limitations on Powers.
No committee may a) elect, appoint or remove any
officer, member of the Board of Directors, or
member of a Board committee; b) authorize the
sale, lease, exchange, or mortgage of all or
substantially all of the property and assets of
the corporation; c) authorize the dissolution of
the corporation or revoke proceedings therefore;
d) amend, alter, or repeal the Articles, the
bylaws, or any resolution of the Board of
Directors; e) authorize the payment of a dividend
or any part of the income or profit of the
corporation to its directors or officers.
The
Board of Directors must always have the power to
amend, alter, or repeal the decisions of its
committees, subject to limitations on the
unilateral amending of contracts, interference
with third-party rights, and other legal
limitations.
OFMA Board Committees
Executive
Committee
The Board may elect an Executive Committee.
The Executive Committee will have the power to
make decisions between Board meetings, including
financial and budgetary decisions.
The
Executive Committee must comply with the
provisions of the bylaws concerning the full Board
as far as those are reasonably applicable to the
Executive Committee. All Executive Committee
decisions must be recorded in official minutes,
which will be submitted to the full Board.
Unless
the Board of Directors decides otherwise, the
Executive Committee will consist of the president,
secretary, and treasurer of the organization, so
long as they are simultaneously members of the
Board of Directors.
The
Executive Committee must make reasonable efforts
to contact all Board members first, to discuss the
issues to be dealt with at an Executive Committee
meeting.
A
conflict of interest is always present whenever
the corporation pays money or other compensation,
or provides any tangible benefits, to an officer
or member of the Board or to a member of a
director’s or officer’s family. All
transactions involving conflicts of interest must
be approved using the following procedures:
1)
Conflict of interest transactions must be approved
by the full Board of Directors; they cannot be
approved by staff, the executive director, or by a
committee.
2)
Directors and officers who have a conflict of
interest in any matter must a) declare the
existence of any direct or indirect conflict of
interest, b) disclose its nature on the record,
and c) abstain from voting on that matter. The
minutes must record this to show that it was
done.
3)
The rest of the Board must analyze the transaction
and sufficient information to ensure that all
transactions involving a conflict of interest are
fair to the corporation and that no special
benefits are being given to any person. The
information relied upon by the Board, and its
source, must be recorded in the minutes.
4)
All conflict-of-interest transactions must be
approved by the affirmative vote of a majority of
all of the members of the Board of Directors who
do not have a conflict of interest involved in
that issue, as long as no less than two
disinterested directors vote to approve the
transaction.
All
Directors and Officers must sign a disclosure of
all conflicts of interest, and update it if that
disclosure needs to be changed.
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