Article I – Membership
Section 1. Eligibility. Membership in the Corporation shall include all members of the Board of Directors of the 32nd Street Farmers’ Market, Inc., and any individual wishing to join.
Section 2. Voting Rights. Every member of the organization present at the annual meeting or a special meeting shall be entitled to one vote. (Members may vote in person, via telephone or via electronic communication.)
Section 3. Annual Meeting and Election of Directors. The annual meeting of members shall be held in January of each year, beginning with the year 1980; the date of the meeting shall be set by the Board of Directors and stated in the notice provided for in Section 5. At this meeting the Board of Directors shall be elected in accordance with these Bylaws. Any business of the Corporation may be transacted at an annual meeting and need not be specifically designated in the notice given by the Board of Directors. Failure to hold an annual meeting at the designated time shall not, however, invalidate the corporate existence or otherwise affect valid corporate acts.
Section 4. Special Meetings. Between annual meetings, the President or a majority of the Board of Directors may call a special meeting of the Members. In addition, a majority of the Members of the Corporation may, by written petition, request a special meeting.
Section 5. Notice of Meetings. The Secretary shall notify each member of an upcoming Members’ meeting by mail, telephone, or electronic communication. Such notice shall be made not less than seven (7) nor more than 60 days before the meeting and shall include the time, place, and purpose of the meeting.
Section 6. Quorum. At any meeting of Members, a quorum has been reached, provided that at least five (5) members of the Board of Directors are also present and counted among that number. In the absence of a quorum, the Members present, by majority vote and without notice other than by announcement, may adjourn the meeting for a period not exceeding sixty (60) days. At any such further meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. If there is no quorum at such further meeting, the Members present shall constitute a quorum and by a majority vote may approve or authorize the proposed actions and take any other action that might have been taken at the original meeting if a sufficient number of the Members had been present.
Section 7. Votes Required. A majority of the votes cast at a meeting of Members at which a quorum is present shall be sufficient to take or authorize action up on any matter that may properly come before the meeting, unless more than a majority of votes cast is required by statute, by Articles of Incorporation, or by any specific provision of these Bylaws to the contrary.
Section 8. List of Members. At each annual meeting of Members, a full, true, and complete list in alphabetical order of all Members entitled to vote at such meeting shall be furnished by the Secretary.
Section 9. Voting Procedure. At all meetings of Members, the Chairperson of the meeting shall receive all ballots and decide all questions touching the qualifications of voters and the acceptance or rejection of votes. If 10% or more of the Members present so demand or if the Chairperson so orders, the vote upon any question shall be taken by ballot. Otherwise not vote need be by ballot.
Article II – Board of Directors
Section 1. Powers. The management of the Corporation shall be vested in a Board of Directors. Included in such powers, and not by way of limitation, the Board shall have specific powers to:
Hire staff (if any);
Except as specifically limited herein and in the Articles of Incorporation, the power to form and amend the Bylaws of the Corporation;
Establish rules and regulations for the operation of the 32nd Street Farmers’ Market and revise them annually or as needed to ensure a successful market;
Exercise all other powers of a 501(c)(3) nonprofit corporation as provided under Article Three of the Articles of Incorporation; and
Dissolve the Corporation, subject to the provisions of Article V, Section 1 of these Bylaws.
Section 2. Size of the Board. The Board of Directors shall consist of ten (10) persons, five (5) of whom represent the community and five (5) of whom represent the vendors at the Market.
Section 3. Election of Directors. The Directors shall be elected by the members at the annual meeting. Nominees to the Board of Directors must be members in good standing for at least one (1) year and must have demonstrated an interest in Market activities by attending meetings and participating in special events. Nominees who are current or past vendors must have incurred no written infractions of the Operating Guidelines of the Market. Each elected Director shall hold office for a term of two (2) years or until the Annual Meeting is held. An exception may be made for the initial Board, who will serve staggered terms to avoid more than one third (1/3) of the Board being elected at any Annual Meeting. The initial Directors shall be divided into three (3) groups: one third (1/3) of them to serve for an initial term of one (1) year, one third (1/3) of them to serve an initial term of two (2) years, and one third (1/3) of them to serve three (3) years. No person shall serve more than three (3) consecutive full terms on the Board, except that, upon approval by the Board, a Director may extend their term for one (1) year to serve as immediate past president or immediate past treasurer. An Officer can extend their term as a Director to complete the second (2nd) year of a two (2)-year Officer term. Directors may be elected for less than a full two (2)-year term for the purpose of filling vacancies or staggering terms of office. Persons serving an initial term of less than two (2) years may serve for three (3) additional two (2)-year terms. After serving the maximum time allowed, a person may again be nominated for Board membership after being off the Board for one (1) year. Directors may not serve perpetually.
Section 4. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by the Board from among nominees they select by a majority vote. A Director elected to fill a vacancy shall serve until the next annual meeting of Members or until her or his successor is elected and qualified at a special meeting.
Section 5. Regular Meetings. The Board of Directors shall meet as needed and at a minimum six times per year to effectively transact the business of the Corporation. These meeting shall be held on such dates and at such places as the Board of Directors may designate.
Section 6. Special Meetings. The President or a majority of the Board of Directors may call a special meeting of the Board of Directors at any time. Such special meetings shall be held at such places as the Board of Directors may designate.
Section 7. Quorum. At all meetings of the Board of Directors, a quorum shall consist of five (5) Directors. Except in cases in which it is by statute, by the Charter or by the Bylaws otherwise provided, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Directors present by a majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified. (Directors may vote in person, via telephone or via electronic communication.)
Section 8. Compensation. Directors, as such, shall not receive any compensation for their services except such as the Board of Directors may authorize or permit for expenses or special services. A Director who serves the Corporation in any other capacity, however, may receive compensation therefore.
Section 9. Duties of Board Members. Board members are expected to attend all meetings of the Board of Directors unless excused by the President. Board members are expected to participate in the events conducted by the Board by assuming responsibility for tasks associated with the events or volunteering at the events and are expected to participate in farm visits.
Article III – Officers and Committees
Section 1. Officers. The Officers of the Corporation shall include a President, a Vice-President, Secretary, and a Treasurer. Each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of the Members, as provided in Article I, Section 3, or until replaced by successor officers duly elected by the Board.
Section 2. Election of Officers. The officers shall be elected by the Board of Directors at the annual meeting. Each officer shall hold office until such first meeting. Any vacancy in any of the above offices may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. The Officers shall perform such duties as ordinarily appertain to their offices and shall receive no compensation for their services unless such compensation shall be established in accordance with Article II, Section 8.
Section 3. Committees. The Board of Directors may appoint committees to undertake required or permitted activities of the Corporation. Such committees shall report to the Board of Directors at Board meetings and, as needed, to the general membership at annual or special meetings.
Section 4. President. The President shall preside at all meetings at which she or he shall be present. The President shall have general charge and supervision of the business of the Corporation and shall sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts, or other instruments, except in cases in which the signing and execution thereof may be performed by or has been expressly delegated to some other officer or agent of the Corporation; in general, shall perform all duties incident to the office of a president of a Corporation and such duties as, from time to time may be assigned to her or him by the Board of Directors.
Section 5. Vice-President. In the President’s absence, the Vice-President shall perform the duties and exercise the functions of the President. The Vice-President shall have such other powers and perform such other duties as may be assigned to her/him by the Board of Directors or the President.
Section 6. Treasurer. The Treasurer shall be the Chief Financial Officer of the Organization and shall have charge of the financial affairs of the Organization and the care and custody of its funds, certificates of banks deposits, and other financial papers. The Treasurer shall keep or cause to be kept accurate books of account and shall make such books available at all times to inspection by any Officer or Director and at a general meeting to the membership. The Treasurer shall have the power to endorse all notes and obligations and to accept funds on behalf of the Corporation.
Section 7. Secretary. The Secretary shall take minutes at all Board and Membership meetings. The Secretary shall be responsible for mailing out copies of the minutes and notices of meetings no less than 10 days before a meeting.
Section 8. Removal. Any agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Any Board member who is absent from three Board meetings is not eligible to run for the Board in the next election year. Emergency exceptions may be taken into consideration by the Board on a case by case basis.
Article IV – Execution of Instruments and Finance
Section 1. Execution. Checks, drafts, and orders for payment of money shall be signed by either the President or the Treasurer. The Board of Directors shall have the power to designate the officers and agents who shall have the authority to execute any other instrument on behalf of the Corporation and the power to fix the conditions of such authority.
Section 2. Annual Reports, Records, Accounts. A full and correct statement of the affairs of the Corporation, including its assets and liabilities, shall be prepared and submitted at the annual meeting of the members. A proposed annual budget shall also be prepared and adopted before each annual meeting, setting forth all projected operating expenses and income for the coming year. The Corporation shall maintain a bank account in its full name.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be the twelve (12) calendar month period ending December 31st of each year unless otherwise provided by the Board of Directors.
Article V – Limitation of Powers
Section 1. Dissolution. Upon dissolution of the Corporation for any reason, all assets of the Corporation shall be contributed to a charitable or educational enterprise. No part whatsoever of such assets shall pass to or injure to the benefit of any person connected with the Corporation or to any other private individual or individuals.
Section 2. Limit on Powers to Create Personal Obligations. Neither the officers, the Board of Director, any committee or member, nor any agency or employee of the Corporation shall have authority to contract any indebtedness or incur any obligation on behalf of any other member of or contributor to the Corporation. No Member, Officer, Director, or Agency of the Corporation shall ever be personally liable for any debt, contract, obligation, or tort of the Corporation or of any other Member, Officer, Director, or Agent.
Article VI – Amendment
Amendment. These Bylaws may be amended by vote of two-thirds (2/3) of the Directors present at any meeting of the Directors or by a two-thirds (2/3) vote of the membership present at an annual meeting, provided a quorum is present.