The Santa Rosa Original-Certified Farmers Market Association

THE SANTA ROSA ORIGINAL-CERTIFIED FARMERS MARKET ASSOCIATION,

BY-LAWS

ARTICLE I: NAME

The name of this organization shall be known as “The Santa Rosa Original Certified Farmers Market”, hereinafter referred to as the “Association”, located in Santa Rosa, California.

ARTICLE II: MISSION

The primary purpose is to operate a certified farmers market in accordance with the laws, ordinances and regulations of the State of California, the County of Sonoma, and the City of Santa Rosa.

The Association is a nonprofit mutual benefits corporation organized under the California Nonprofit Mutual Benefit Corporation Law.

ARTICLE III: MEMBERSHIP

Section A. Members:

1) All members shall, at all times, comply with state and local laws, and the policies, rules and regulations of the Association.

2) All members shall annually submit a renewal application, membership fee, and copies of the appropriate documents for their classification. All member applications are reviewed annually by the Board of Directors.

3) All members’ places of production are subject to inspection by a state, county, or market official.

4) Agricultural Members (see Section C.1) who also hold second certifications must pay the second-certification fee annually for each second certificate they hold. A stall fee for each second-certification is to be paid at each market. Farmers whose products are sold via second-certifications are not members.

5) All non-member vendors shall obtain all necessary documents required by state and local laws and abide by the rules and regulations of the Association. They will have no vote.

Section B. Becoming a Member:

Membership is offered in January, based upon the needs of the market including considerations of appropriate variety of vendors and availability of space. Applications for new vendors will be submitted to the Board, by the Market Manager, for consideration. Upon completion of a new application and submission of the required documents and fees, prospective new vendors must demonstrate:

1) they can supply a consistent quality and quantity of product;

2) a cooperative and respectful attitude within the market community;

3) a willingness to follow the Association rules.

Section C. Classification of Members:

Members fall into two (2) classes: Agricultural Members and Non-Agricultural Members. They are defined as follows:

1) Agricultural Members

a) Farmers/Growers with a Certified Producer Certificate issued by the
Agricultural Commissioner in the county of origin, a nursery license, organic
certificate or registration, if applicable, and who are otherwise qualified to sell
under the policies, rules and regulations of the Association.

b) Farmers/Ranchers not required to have a Certified Producers Certificate under
state law, yet who are otherwise qualified to sell under the policies, rules and
regulations of the Association. Ranchers are required to produce their own meats.

2) Non-Agricultural Members

May include, but are not limited to, food purveyors, producers of specialty and value-added foods, practitioners of industrial arts, and artisans.

Non-agricultural members shall obtain all necessary documents required by state and local laws and shall comply with Association bylaws, rules and regulations.

Section D. Rights of Members:

Each member shall be entitled to:

1) One vote for the purpose of electing the Board of Directors and to approve or disapprove any issue submitted to the Association by the Board of Directors. A simple majority of those members voting shall be needed to pass any measure or to elect any Director.

2) Propose ideas to create or improve market policy, projects, advertising and community outreach, to the Board.

3) Attend open Board meetings.

4) Challenge or override Board decisions. See Article IV, Section B. for procedures.

Section E. Termination, Suspension or Expulsion of Members:

1) Any member that violates state or local laws, these bylaws or any rules of the Association, or fails to pay dues, fees or assessments within thirty (30) days after they become due and payable, may have their membership terminated or suspended.

2) Any expulsion, suspension or termination of membership must be done in good faith and in a fair and reasonable manner.

3) The provisions for the procedure for suspension or termination, as well as the substantive reasons governing suspension or termination, shall be set forth in the rules governing the market, which are sent to members annually.

4) A member may be immediately expelled when health and safety of market participants is compromised.

Section F. Liabilities and Indemnification of Members:

No person who is now, or later becomes a member of the Association, shall be personally liable to the Associations creditors for any indebtedness or liability, except as they may be held liable under State law, and any and all creditors of the Association shall indemnify and hold harmless and duly elected member to the Board of Directors of the Association for authorized actions he or she may take on behalf of the Association. The Association shall also pay reasonable attorney’s fees in regard to this indemnification.

ARTICLE IV: MEETINGS

Section A. Annual Meeting:

Of the members of the Association shall be held at such time and place as shall be determined by a resolution of the Board of Directors. Written notice of the rime and place of the meeting shall be mailed or personally delivered to each member at least thirty (30) days before the date of the meeting.

Section B. Special Meetings:

Of the members of the Association may be called at any time by a majority of the Board of Directors or by the Association members.

1) The majority of Association Membership must be present at the Special Meeting.

2) 60% of votes cast by a majority of the Association members in attendance at the Special Meeting, or who have submitted their votes by proxy, are necessary to override a Board decision.

3) Written notice of the time and place of the meeting shall be mailed or personally delivered to each member at least fifteen (15) days before the date of the meeting.

Section C. Board Meetings:

Board meetings are open to members only. Closed Board meetings are to be attended by the Board of Directors only. Guests must be approved or invited by the Board of Directors.

ARTICLE V: DISPUTE RESOLUTION

In the event there is a dispute or controversy involving members and /or employees, all are to adhere to the following protocol:

1) Utilize the Association grievance procedure policy.

2) In the event that the issue is not resolved through the grievance process, the parties shall be encouraged to engage in mediation. The mediation process shall be specifically provided in the Rules and Regulations of the Association.

3) In the event that mediation is unsuccessful, the parties must submit the dispute or controversy to a neutral arbitrator as provided by California Code of Civil Procedure, Section 1298. The decision of the arbitrator shall be final and binding. Specific arbitration dispute provisions are provided in the Rules and Regulations of the Association.

ARTICLE VI: BOARD OF DIRECTORS

Section A. Number of Directors:

The Board of Directors shall consist of a total of seven (7) voting members. A minimum of four (4) of these shall be growers, elected by the membership. The Board may appoint an advisory member form the community at large; this advisory member shall have no vote.

Section B. Quorum:

Four (4) voting members of the Board of Directors shall constitute a quorum for the transaction of business. A minimum of three (3) of these shall be growers.

Section C. Powers and Responsibilities of Directors:

Subject to the limitations of other sections of the bylaws and of California law, all powers of the Association shall be exercised by or under the authority of, and the business and affairs of the Association controlled by, the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers and responsibilities:

1) To select and remove all employees, agents, and contractors of the Association, to prescribe such powers and duties for them as are not inconsistent with law or these bylaws, and to fix their compensation;

2) To direct the affairs and business of the Association and to make policies, rules and regulations not inconsistent with law or these bylaws and their enforcement. In the event a vote is required in between Board meetings, any motion may be made, seconded, and voted upon, electronically (by email);

3) To enter into leases, contracts, or other agreements necessary or desirable for the accomplishment of the Association’s purposes;

4) To select a market manager to carry out the policies set by the Board of Directors.

5) Regarding voting and the Annual Meeting:

a) To appoint a nominating committee of three (3) Association members, two (2)
months prior to the annual election of the Directors;

b) To direct the committee to solicit the entire membership;

c) To select the date of the Annual Meeting;

d) Prepare and deliver the ballot to the Association members 30 days prior to the
Annual Meeting.

Section D. Election and Term of Office:

Each director shall be elected for a two (2) year term with a limit of two (2) consecutive terms. The results of the election shall be announced at the Annual Meeting. Vacancies in the Board of Directors shall be filled by appointment approved by the remaining director(s). A successor director shall serve for the unexpired term of his/her predecessor.

Section E. Removal of Directors:

A Director may be removed at any time if any of the following circumstances arise:

1) the Director is declared of unsound mind by a court or convicted of a felony;

2) via a special meeting of the membership with a vote of at least 60% of the members who vote in the election held for such purpose.

Vacancy caused by either of the above state circumstances will result in an election within the membership for the Directors replacement. Except for a vacancy caused by either of these circumstances, a vacancy (such as one caused by death or resignation) may be filled by an appointment by the Board of a new Director to complete the term of the Director whose absence caused the vacancy.

ARTICLE VII: OFFICERS

Section A. Officers:

The officers of the Association shall be a President, Vice-president, Secretary and Treasurer. This listing is in the order of succession as well. No person shall hold more than one (1) office. However, the President may request an officer to take on the duties of an absent officer for the duration of the meeting. Officers shall be members of the Board of Directors. Each officer shall have, in addition, duties and powers as may be prescribed from time to time by the Board of Directors.

Section B. Term of Office:

Association officers shall have a term of office for one (1) year and can only hold the same office for two consecutive terms. All officers shall be chosen at the first meeting of the newly-elected Board of Directors. Each term of office shall begin on the first meeting day of the newly-elected Board of Directors, and end when their successors are chosen at the first Board of Directors’ meeting the following year.

Section C. Duties of the President:

Subject to the control of the Board of Directors, the President:

-Shall have general supervision, direction and control of the business and affairs of the Association;

-Shall preside at all meetings of the members and Directors, working from an agenda with some adherence to Robert’s Rules of Order.

Section D. Duties of the Vice-President:

In the absence or disability of the President, the Vice-President:

-Shall perform all the duties of the President and in so acting;

-Shall have all the responsibilities of the President and shall be accorded whatever support needed to fulfill those responsibilities.

Section E. Duties of the Secretary:

The Secretary:

-Shall keep a full and complete record of the proceedings of the Board of Directors:

-Shall make service of such notices to Directors and to members as my be required;

-Shall supervise the keeping of all records of the Association meetings and membership lists;

-Shall be responsible for selecting and reserving a meeting place if other than that contracted by the Board of Directors for the Regular meetings.

Section F. Duties of the Treasurer:

The Treasurer:

-Shall rent a post office box for the purpose of receiving the Association’s mail;

-Shall establish a checking account in a bank designated by the Board of Directors;

-Shall be responsible for collecting and paying all the Association’s bills as approved by the Board by adopted budget or by approval of payment at a regular Board meeting, if not budgeted;

-Shall be responsible for quarterly “Performance to Budget” reports to the Board and for the yearly “Performance to Budget” reports to the membership;

-Shall be responsible for submitting reports at all meetings, detailing income, outgo, and bank balances;

-Shall be responsible, with the Board and Market Manager, for setting up a yearly budget for Board approval and submittal to the membership for their information.

Section G. Duties of Board Members at Large:

Members at large shall attend all regularly scheduled Board meetings.

ARTICLE VIII: AMENDMENTS

Section A. Amendments:

The By-Laws may be amended, revised or appealed in the following manner:

1) A committee shall be appointed to accept proposed changes and to recommend proposed changes to the membership of the Association;

2) Ballots shall be furnished to each member for any election. Existing articles and sections shall be included along with the proposed amendments to provide an adequate comparison;

3) All ballots must be returned to the committee within two (2) weeks of the postmarked date;

4) Amendments shall be approved by a simple majority of those members voting.

Date Adopted: 12/5/2011

Secretary: Leslie Brabyn

Revision History:

1) Revision to the original charter was marked by vertical bars on each side of the revised paragraphs. Adopted November 7, 1992

2) Completely re-written to conform to State Corporate law guidelines and the Association’s approved procedures. Adopted October 16, 1995 LHC

3) Revisions adopted are marked by vertical bars on each side of the revised paragraphs. Adopted January 31, 2004

4) Completely re-written and updated to conform to the State Corporate law guidelines and the Associations approved procedures. Adopted November 29, 2011