Bylaws

CALEDONIA FARMERS’ MARKET ASSOCIATION

BYLAWS

ARTICLE I

OBJECTIVES AND ACTIVITIES

Section I – Name

The name of the corporation shall be “Caledonia Farmers’ Market Association ~~of Vermont, Inc.~~” [1] and shall be incorporated as a nonprofit corporation under the laws of the State of Vermont.

Section II – Objectives

The objectives of the corporation shall be to:

Act as a planning and administrating vehicle for the coordination and operation of services of home growers, home bakers, and home crafters within the State of Vermont for the sale of:

a) Fruits and vegetables grown locally by the vendor.

b) Maple products, honey, wool, and other related farm products, including plants, livestock and forest products grown and processed by the vendor.

c) Crafts made locally by the vendor.

d) Home cooked foods made by the vendor.

Section III – Activities of the Corporation

In order to achieve its objectives, the corporation shall, among other things:

Promote membership in the organization;
Provide a market for the sale of produce, home baked goods, and crafts produced locally by the members;
Raise funds necessary to support the corporation’s activities and programs.

ARTICLE II

MEMBERSHIP AND STRUCTURE

Section I – Members

Any person shall be entitled to membership in the organization upon receipt of their annual dues. “Person” shall be defined as any individual vendor who brings products to the market for sale that they themselves have produced locally within the Caledonia County of Vermont and surrounding areas. Entities other than individuals shall not be allowed membership in the organization.

Section II – Dues and Commissions

Annual dues shall be voted at each annual meeting and shall be payable at the first market of the year attended by the member.

The commission rate shall be voted at each annual meeting. Commissions shall be charged as a flat percentage of a member’s sales per market and are payable at the end of each market.

Section III – Meetings

There shall be an annual meeting of the membership of the corporation held at such time and at such place as the board of directors shall decide.
Special meetings of the corporation membership may be called by order of a majority of the board of directors.

Section IV – Notice

Notice of any annual or special meeting shall state the time, place, and general nature of business to be discussed. Said notice shall be made at least thirty (30) days prior to the annual meeting date, and at least ten (10) days prior to all other meeting days.

Section V – Quorum and Voting

Quorum – A quorum shall consist of not less than 10% of the members, or 5 members, whichever is smaller at special meetings.
Voting – At all meetings of the corporation, each member in good standing shall be entitled to one vote. Representation by proxy shall not be permitted.

Section VI – Fiscal Year

The fiscal year shall be January 1 through December 31.

ARTICLE III

BOARD OF DIRECTORS

Section I – Membership

There shall be no more than seven nor less than four members on the board of directors. Members of the board shall be elected at the annual membership meeting to hold office for a term of three years.

Section II – Vacancies

If a vacancy exists on the board, the board is empowered to elect a new member to complete the term of the director whose resignation or removal has created such vacancy.

Section III – Removal

No director may be removed from the board without cause. Removal shall be by two-third majority vote of the then members of the board of directors, acting at a meeting, notice for which specified that such removal was to be considered and voted upon.

Section IV – Purpose

The board of directors shall carry out the purposes of the corporation as set forth in the articles of association and these bylaws, and the property and affairs of the corporation shall be under the exclusive management and control of the board of directors.

Section V – Meetings

The board of directors shall hold meetings at such times and intervals as it shall determine to be necessary, but in any event not less than annually.

Section VI – Quorum

A majority of the members of the board shall constitute a quorum.

Section VII – Voting

All decisions made by the board shall be made by majority of those present at the meeting, except as may otherwise be provided elsewhere in these bylaws, as they may be amended from time to time.

Section VIII – Compensation

Elected members of the board of directors shall not be compensated for their services as directors.

Section IX – Liability

The corporation shall indemnify any and all of its present, former and future directors and officers and the heirs, executors and administrators of any such director or officer against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them made parties by reason of being or having been directors or officers of the corporation, except in relation to matters as to which any such director or officer shall be adjudged in such action suit or proceeding to be liable for intentional misconduct or breach of duty as director or officer. In the event of a settlement of any such action, suit or proceedings, indemnification shall be provided only in connection with such matters covered by the settlement as to which the corporation is advised by counsel that the person to be indemnified did not commit such intentional misconduct or breach of duty. The indemnification provided by this paragraph shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaws, agreement, vote of members or otherwise.

Section X – Market Coordinator

The board of directors shall appoint a market coordinator to oversee the day to day operations of the market. The market coordinator shall be compensated for services rendered to the corporation upon a majority vote of the board of directors.

ARTICLE IV

OFFICERS AND COMMITTEES

Section I – Officers

The officers of the corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the board may from time to time determine necessary, who shall be elected from the board of directors at its first meeting following the annual meeting of the corporation. The officers shall serve for a term of one year, or until such time as their successors are duly qualified and elected. Should a vacancy occur, the board may elect another eligible person to serve as an officer for the unexpired portion of the term.

The duties of the officers are as follows:

The president: The president shall preside at all meetings of the corporation and of the board of directors. The president shall be ex officio, a member of all committees. The president shall have the usual powers of supervision and management as may pertain to the office of the president and perform other such duties as may be designated by the board.

The vice president: The vice president shall, in the event of absence or disability of the president, possess all the powers and perform all the duties of the office, until such time as the board of directors shall elect one of its members to fill the vacancy. The vice president shall perform such other duties as the president and the board may designate.

The secretary: The secretary shall keep minutes of all meetings of the corporation. The secretary shall also prepare a written annual report which shall be presented to the board at its annual meeting each year.

The treasurer: The treasurer shall receive all monies due. The treasurer shall be the custodian of these monies, shall deposit them in a bank designated by the board of directors, and shall deposit or invest the same only upon order of the board. The treasurer shall present statements to the board at their regular meetings and an annual report to the annual meeting.

The offices of secretary and treasurer may be held by the same individual.

Section II – Special Committees

Special committees of the corporation may be elected by the corporation or appointed by the board of directors, or the president, to carry out activities in furtherance of corporate purposes and objectives.

ARTICLE V

AMENDMENT

These bylaws may be amended by a two-thirds majority of the board of directors on proposals of amendments made at any special or annual meeting of the corporation. Such proposals for amendments shall be set forth in the notice of the meeting.

Approved as written this sixth day of November, 1992

Signed:

Edward Newell, president

Douglas B. Howe, vice president

Lisa J. Barrett, secretary/treasurer

Charles A. Sargent

Gordon Ladd

Emerson A. Morrison

AMENDMENT I

The bylaws of the Caledonia Farmers’ Market Association are hereby amended as follows:

Article I, Section I – Name

The name of the corporation shall be “Caledonia Farmers’ Market Association” and shall be incorporated as a nonprofit corporation under the laws of the State of Vermont.

AMENDED and APPROVED as written this twentieth day of April, 1993.