Policy

WVFMA Ethics and Code of Conduct

BYLAWS OF WEST VIRGINIA FARMERS MARKET ASSOCIATION

ARTICLE I. NAME

The name of the association shall be the West Virginia Farmers Market Association (WVFMA).

ARTICLE II. MISSION

The Association shall be devoted to sharing resources; to coordinating issues related to farmers markets throughout the state, and to promoting activities that help establish, operate, and expand farmers markets throughout West Virginia.

Objectives

Cooperation shall be fostered among members in solving problems relative to the production and marketing of farm products and improvement in marketing activities. The Association engages in:

1. Promotions, publicity, and advertising activities.
2. Providing guidance and guidelines to market members.
3. Cooperative purchasing and serving as a clearing-house or exchange for items needed.
4. Education about farmers markets and products grown in the State.

ARTICLE III. MEMBERSHIP

Section 1: Voting Members
Market Membership: Open to farmers market groups and/or grower groups representing two or more growers and/or on-farm markets representing one or more family. Each Market Entity is counted as one member and is entitled to one vote.

Section 2: Non-voting Members
Open to others both individuals and agriculture groups who do not qualify for market membership.

ARTICLE IV. BOARD OF DIRECTORS

Section 1:
The Board of Directors shall consist of 9 members, including the Chair, Vice-Chair, Secretary, and Treasurer, these officers who shall comprise the Executive Committee. All directors will be a member of member farmer markets associated with the WVFMA. Each market entity may only have one representative serving on the Board of Directors. Directors shall serve three-year terms. Approximately one third of the directors terms expire each year. The Board of Directors will determine officers. Each officer term is for 1 year.

Section 2:
The Board of Directors shall be elected by the Membership. The election will take place within the first quarter of each calendar year. The directors shall be elected by voting at the annual meeting of the WVFMA, voting electronically or by mail with results announced at the meeting. Voting electronically or by mail will be done up to two weeks before the meeting with the assistance of the WVU Extension Service. Directors, after being duly elected, shall assume their posts immediately following the association annual meeting.

Vacancies occurring during the year due to death, disability, or resignation shall be filled by majority vote of the remaining Board of Directors.

Section 3:
The Board of Directors shall set the policies of the organization, respond to recommendations of the membership, and maintain communications with the membership to keep a focus on the organization’s stated purpose.

Section 4:
The conduct of members of the Board of Directors shall not be detrimental to the rights and interest of the Association. The Board of Directors shall have the right to remove any member of the Board of Directors from his/her position based upon policies set by the Board.

ARTICLE V. MEETINGS
(General meetings)

Section 1:
The regular Annual Meeting shall be held in the first quarter of the year at such time and place as shall be determined by the Board of Directors.

Section 2:
Notice of annual meetings shall be published by paper or e-mail to membership at least 30 days prior to date of annual meeting.

Section 3:
The Association shall meet at least annually.

Section 4:
Fourty five percent of the voting members shall constitute a quorum to conduct business at an annual or special meeting.

Section 5:
Each Association member (Market entity) of this organization shall be entitled to one vote on all matters submitted to a vote of the membership.

(Board Meetings)

Section 6:
The Board of Directors shall meet regularly, quarterly at a minimum, to conduct business of the association as deemed necessary by the Chair of the Board, or as requested by 3 or more Directors.

Section 7:
Majority of Board of Directors shall constitute a quorum.

Section 8:
The Board shall hold meetings in person, via teleconference or email (with dialog not to extend over a period of one week). All board members must actively participate in a minimum of three of the quarterly meetings, in addition to the annual meeting. If unable to attend a meeting, directors need to notify two weeks in advance except in cases of extenuating circumstances. Two absences without prior notification from these meetings will be considered a voluntary resignation.

ARTICLE VI. DUTIES OF DIRECTORS

Section 1:
The Chair shall preside at all meetings of this organization. He\she shall sign any contracts or documents executed on behalf of the organization. He\she shall perform all duties incident to this office.

Section 2:
The Vice-Chair shall perform the duties of the Chair in case of absence or disability. He\she will recruit a slate of appropriate board members to stand for election. He\she shall perform such other duties as designated by the Board of Directors.

Section 3:
The Secretary shall record the minutes of all proceedings of the organization and shall receive and file proceedings of committees. He/she will distribute minutes of all meetings. He\she shall hold all official documents and sign, along with the Chair, any contracts executed on behalf of the organization. The Secretary shall be responsible for the roll of the members and updating the membership roster. The Secretary shall perform all other duties incident to this office.

Section 4:
The Treasurer shall make a presentation of the organization’s financial statement and account for all receipts and disbursements at least quarterly A full financial review shall be done at least annually, once to coincide with the annual meeting. The Treasurer shall perform all other duties incident to the office of Treasurer.

Section 5
The three additional directors shall head up organizing the annual membership meeting with assistance from the other officers.

Section 6:
No obligation of expense shall be incurred and no money over $25.00, shall be appropriated without prior approval of the executive committee. Upon approval of a budget, authorized disbursement of funds may be made if the expenses are provided for in the budget, without further approval of the executive committee. All checks
issued for this organization shall be signed by the treasurer and/or the Chair or other member of the Board of Directors as designated by the Board.

Section 7:
The Board of Directors shall appoint committees as deemed necessary. Committee members may include Board of Directors members, representatives of the Association members and non-WVFMA members based upon policies set by the Board.

Section 8:
The Board of Directions shall follow the Code of Conduct based upon policies set by the Board.

ARTICLE VII. PARLIAMENTARY AUTHORITY

Robert Rules of Order, revised shall govern this association on all
points not specified in the bylaws.

ARTICLE VIII. AMENDMENTS

a. These Bylaws may be amended by 2/3 vote of voting members present at the WVFMA Annual Meeting.

b. Bylaws will show the date of changes and approvals by the membership.

ARTICLE IX. TERMINATION

If activity in the WVFMA ceases, the board and membership will wait one calendar year from the date of last agreed upon “activity”; then hold one last meeting and by unanimous vote of the board, will then dissolve. In the event of dissolution of the WVFMA, all of the remaining assets and property of the WVFMA shall, after payment of necessary expenses, be distributed to a West Virginia organization having like aims and goals of the WVFMA and be earmarked for small farmers to receive scholarships for training in sustainable growing, processing and marketing.

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Passed by Core Group Sept 2007
Amended by Interim officers Jan 2008
Article V, Section 7 amended by membership Feb 28, 2008
Article VI, Section 8 passed by membership March 2010
Article IV, Section 1 amended by membership February 2011
Article IV, Section 4 passed by membership February 2011
Article VI, Section 7 amended by membership February 2011
Article VI, Section 8 amended by membership February 2011