By-Laws of San Marcos Farmers' Market Association 2014

Name and Address

The name of the Association shall be San Marcos Farmers' Market Association. The office of the Association shall be c/o current Secretary- Treasurer or President.

Purpose

The Association is organized for the purpose of assisting Central Texas farmers and ranchers in the direct marketing of their products, and to provide consumers with markets from which to purchase Texas agricultural products. The Association sponsors the San Marcos Farmers Market and promotes direct marketing with consumer groups, government officials, and the news media, and educates member producers about production and marketing practices as they relate to direct marketing.

Membership

In order to be a member of the Association, a person must be farming or producing for themselves whatever it is they intend to sell at the markets and live or raise their produce within a seventy-five mile radius of the market sites. Application for membership may be made as follows.

    1) Submit application for membership (pdf) along with annual dues and map for on-site inspection of growing operations.

    2) All applications will be reviewed by the membership committee.

    3) Applicants must then be verified and approved by the Board before they will be allowed to sell at the market sites.

    4) Any applicant who lives or raises produce outside of the 75 mile radius may make application to the Board of Directors and will be given consideration at the discretion of the Board.

    5) The Association reserves the right to refuse or deny membership to any applicant when the membership will not be advantageous to the Association or applicant.

Meetings

The members of the Association shall meet at least once a year on a date and place as set by the Board of Directors. The election of the officers and the Board of Directors shall occur at the annual meeting. Other meetings of the members may be called by the President, or by two of the Board of Directors. All members shall receive written notice at least 7 days before every membership meeting. A quorum shall consist of a simple majority of the members in attendance at the meeting.

Duties of Members

    1) All members of the Association agree to abide by the By-Laws, all rules governing conduct at the Farmers Market, and any other regulations duly passed by the Board of Directors.

    2) All members agree to on-site inspection of growing operation.

    3) All members agree to pay dues annually.

    4) Any member of the Association may name a member of their immediate family or any employee under either wages or commission to perform any activities normally performed by the member (including sales at the farmers markets).

    5) All members agree that they and their family and/or employees will follow the Market Rules in order to sell produce at the Farmers Markets and that the Association reserves the right to suspend or cancel the privileges of any member, family member, or employee who, in the opinion of the Board has willfully violated the rules and regulations governing the Farmers Markets.

    6) Any aggrieved party has the right to appeal a suspension or cancellation of privileges as set forth by the By-Laws.

Board of Directors

The affairs of the Association shall be managed by its Board of Directors. There shall be 5 members of the Board, including the President, Vice- President, Secretary-Treasurer, and 2 at-large members as elected by the membership. All Board members must be voting members in good standing with the Association. Board members shall serve 3 year terms with staggered terms for the President and 1 at-large member.

    1) The Board of Directors shall have general supervision and control of the affairs of the Association and shall make no rules contrary to the By-Laws of the Association or to the laws of the State of Texas.

    2) The Board of Directors shall have power to carry out any and all agreements of the Association with the members and others in every way advantageous to the Association.

    3) The Board of Directors shall designate a federally insured bank as the depository for funds of the Association. The account must have a requirement of 2 signatures for any withdrawal transaction. The persons who will have authority to sign checks will be the Secretary-Treasurer and any one of the other board members. The 5 board members may borrow money on behalf of the Association with a 2/3 majority approval of the membership of the members of the Association.

    4) The Board of Directors may accept on behalf of the Association any contribution, gift, bequests, or device for the general purpose of the Association.

    5) Whenever a vacancy occurs on the Board of Directors other than from the expiration of a term of office, the remaining Directors may select a replacement to serve until the next general meeting.

    6) Any action which may be taken at a meeting of Directors may be taken without an executive meeting if a consent in writing setting forth the action to be taken shall be signed by all of the Directors.

    7) At least once a year the Board of Directors may secure the services of a competent and disinterested public accountant to render a report in writing on the fiscal affairs of the Association, which shall be submitted to the membership of the Association.

    8) The Board of Directors may employ a Market Manager and shall recommend ways in which the Market Manager might work with members of the Association to see that the general rules and regulations of the Association are carried out.

    9) The Board of Directors shall bond any officer of the Association when required.

    10) The Board of Directors shall enforce the observance by all members of all provision of the charter rules, By-Laws of the Association.

    11) Meetings of the Board of Directors shall be held at such time and place as the Board may determine. Notice of each meeting shall be given to each director by mail or by telephone or in person at least 7 days prior to the meeting. A majority of the Board shall constitute a quorum for the transaction of business at any meeting. Special Board meetings may be called at any time by the President or 2 Board members.

    12) Directors of the Association shall not receive any stated salaries for their service, but may reimbursed allowable administrative and travel expenses incurred, subject to Board approval.

    13) Any member of the Board may be removed from office by the following process

      a) Complaint by member or other Director may be submitted in writing to the Board of Directors.

      b) Complaint will be reviewed by the Board or by an appointed grievance committee.

      c) Board of Directors will review findings of the grievance committee and will notify all members of a called special meeting to act on the complaint.

      d) The Board member may be removed by 2/3 vote of the members present at the special called meeting.


    14) The Board of Directors shall and consider the appeal of any member who has had Farmers Market privileges suspended or cancelled.

    15) The Board of Directors by 2/3 vote of the membership of the Board may for cause suspend for a fixed period of time or expel a member after an adversary hearing. The Board will give formal, written notice before such action is taken and the member may request in writing a special, called Board meeting to review the decision. The Board will meet to review the decision within 14 days of receipt of the written request. The subsequent decision of the Board is final and binding.

Duties of Officers

    1. The President shall:

      A) Preside over Board and Membership meetings.

      B)Sign documents on behalf of the Association.

      C) Provide leadership on behalf of the Association.

      D) Act as an advocate for the Association.

      E) Call Special Board meetings and membership meetings as deemed necessary and

      F) Appoint committee members and serve as ex-officio member of all committees.


    2. The Vice-President shall:
      A) Serve in the capacity of the President when he/she is unable to act.

      B) Perform duties as assigned by the President and

      C) Perform duties as required by committee assignments.


    3. The Secretary-Treasurer shall:
      A) Keep financial records of the Association.

      B) Make financial reports at Board and membership meetings.

      C) Maintain legal contracts of the Association.

      D) Keep minutes of membership and Board meetings and present for approval and

      E) Perform duties as required by committee assignment and/or as assigned by the President


    4. At-Large members shall:
      A) Perform duties as assigned by the President and

      B) Perform duties as required by committee assignments.

Changes to By-Laws

These By-Laws may be altered, amended, replaced and new By-Laws adopted only by a 2/3 vote of the membership present and voting at any called membership meeting, provided that a 30 day written notice of the meeting, the intent to change the By-Laws, how the By-Laws currently read, and the proposed changes to the By-Laws are first provided to all voting members in good standing with the Association.

Dissolution of the Association

Upon the dissolution of the Association, and after all the Association's debts have been paid, the remaining assets shall be transferred to a successor corporation, cooperative, non-profit organization, or association with a similar purpose, or distributed to the association's members based on a formula established by the Board of Directors.

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