Bylaws of the NDFMGA

By-Laws of the North Dakota Farmers Market and Growers Association, Inc.

ARTICLE I:

Name

The name of this association shall be The North Dakota Farmers Market and Growers Association, Inc. (abbreviated NDFMGA)

ARTICLE II:

Organization

Section 1:

The association is organized as a non-profit corporation governed by Section 501 (c)(6) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue law). The Corporation is organized for educational purposes, including the promotion of interest and knowledge of farmers markets in the state of North Dakota and the sharing of information among individual farmers, farmers market vendors, farmers markets and consumers.

Section 2:

The fiscal year shall be the calendar year.

Section 3:

The membership year shall be July 1 to June 30 of each year. 

ARTICLE III:

Purpose

The purpose of the North Dakota Farmers Market and Growers Association, Inc. is to:

Build a farmers market program that connects producers and consumers.

Develop marketing tools and strategies for producers and market managers.

Provide educational opportunities for its members.

Increase awareness about the benefits of locally grown or processed North Dakota products.

ARTICLE IV:

Membership

Section 1: 

Membership shall be available to all Farmers Markets that are actively engaged in direct marketing of locally grown or processed North Dakota products. These members shall be known as Farmers Market Members and shall have no voting privileges.

Each member farmers market manager is responsible for submitting annual dues to the Association. The market managers are also responsible for dispersal of NDFMGA member secondary applications and marketing materials to their market vendors. 

Individual farmers market vendors at member markets are responsible for submitting their contact information to the Association in order to be a registered member. These members shall be known as registered vendors. Each registered vendor shall have one vote.

Section 2:

If a business or individual is not a member of a farmers market and is engaged in the production and direct marketing of locally grown or processed North Dakota products they may apply for an Individual Membership. This membership shall be known as an Individual Member and shall have one vote. 

Section 3:

Sponsoring Memberships shall be available to all persons, local or regional groups or organizations who engage in the furthering of the NDFMGA and its purposes. This membership shall be known as Friends of the Market and shall hold no voting privileges. 

Section 4: 

All memberships will be designated as belonging to one of the following regions:

Northwest Region: Counties of Divide, Williams, McKenzie, Burke, Mountrail, Mclean, Renville, Ward, Bottineau, McHenry, and Sheridan. 

Southwest Region: Counties of Golden Valley, Billings, Slope, Bowman, Dunn, Stark, Hettinger, Adams, Mercer, Oliver, Morton, Grant, Sioux, and Burleigh. 

Northeast Region: Counties of Rolette, Pierce, Towner, Benson, Wells, Cavalier, Ramsey, Eddy, Foster, Pembina, Walsh, Nelson, and Grand Forks. 

Southeast Region: Counties of Kidder, Emmons, Logan, McIntosh, Stutsman, LaMoure, Dickey, Griggs, Barnes, Steele, Traill, Cass, Ransom, Sargent, and Richland.

Section 5:

Membership fees/dues shall be set by the Board of Directors. Farmers Market Members not paying annual dues shall forfeit all rights to membership and have their names removed from the membership roll. Registered vendor members not submitting their contact information annually shall forfeit all rights to membership and have their names removed from the membership roll. 

Section 6:

Fifteen (15) members or 20% of the membership, whichever is less, shall constitute a quorum. 

Section 7:

Members may be expelled from membership with cause, by a majority vote of the membership at the Annual Meeting or any special meeting of the membership. Written notice will be given to the member in question with respect to any expulsion vote at least fourteen days prior to such meeting. 

ARTICLE V:

Board of Directors

Section 1:

The activities, affairs and property of this organization shall be managed, directed and controlled by the Board of Directors. Board members must be current members of the NDFMGA. The Board shall meet as necessary to properly accomplish these duties. The Board of Directors is authorized to solicit and accept contributions or donations as may be needed to develop or carry out the program of activities of this organization. 

Section 2:

This organization shall be vested in a Board of Directors consisting of ten Directors. One shall be a Director at Large elected by a majority of the members present at the Annual Meeting. Eight Directors shall represent their respective regions and be elected by a majority of members present at the Annual Meeting. The tenth shall be the Secretary/Treasurer elected at large by a majority of the membership present at the Annual Meeting. 

The Directors shall serve two year terms.

The Board of Directors shall elect from among its ten Directors a President and a Vice-President who shall serve for a one year term in those positions.

Section 3:

The ten Directors shall have one vote each. 

Section 4:

Five (5) members or more of the Board of Directors shall constitute a quorum and a quorum is required in order to conduct any business requiring a motion or vote at a meeting of the Board of Directors. 

Section 5:

In case of a vacancy on the Board, the Board of Directors may appoint a Director from that region’s membership to fill the unexpired Director’s term. 

Section 6:


The Board of Directors, at their discretion, has the right to replace any Director who misses three consecutive board meetings. The Directors must replace the outgoing Director with another member from the region to be represented and must do so with a majority vote of the remaining Directors. 

ARTICLE VI:

Responsibilities of Officers

Section 1:

The President shall preside at all meetings of this organization, shall have the right to sign any contracts or documents executed on behalf of the organization, and shall perform all other duties incident as designated by the Board of Directors.

Section 2: 

The Vice-President shall perform the duties of the President in case of absence or disability. The Vice-President shall perform all other duties as designated by the Board of Directors. 

Section 3: 

The Secretary/Treasurer shall record, or cause to be recorded, the minutes of all proceedings of the organization and shall receive and file proceedings of committees. They shall hold all official documents and sign, along with the President, any contract executed on behalf of the organization. They shall account for all receipts and disbursements and present a complete statement of the financial affairs of the organization whenever requested. They shall be responsible for or cause to be executed the roll of the members. The Secretary/Treasurer shall be authorized to spend up to $100 on supplies per fiscal year. The Secretary/Treasurer shall perform all other duties as designated by the Board of Directors. 

Section 4:

No obligation of expense shall be incurred, and no money shall be appropriated without prior approval of the Board of Directors. 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 Board of Directors. All checks issued for this organization shall be signed by the Secretary/Treasurer, the administrative entity as assigned by the Board, or the President.

Section 5:

All funds of the association shall be deposited in such banks, trust companies, or other reliable depositories as determined by the Board of Directors.

Section 6: 

The accounting records of the organization shall be presented to a committee of two or more NDFMGA members at the end of the calendar year for review. 

ARTICLE VII:

Membership Meetings

Section 1:

An annual meeting of the organization shall be held once each calendar year.

Section 2:

Special meetings may be called by the President, by a majority of the Board of Directors or by a quorum of the membership.

Section 3: 

Notice of all meetings, regular or special, shall be made to each member at least seven days prior to the meeting. The date, time, and place, as well as the nature of the business to be transacted shall be included in the notice. 

ARTICLE VIII:

Amendments

These by-laws may be amended by a majority vote of a quorum attending any regular or special meeting provided the contents of the proposed changes are included in the call of the meeting. Proposed changes will be provided to the membership 30 days prior to the meeting. The NDFMGA board members are hereby given the authority to make temporary changes to the NDFMGA by-laws throughout the year as needed. Changes must be submitted to the general membership upon their adoption by the Board. If 15% of the membership objects to the change in writing within 30 days following receipt of the changes by notifying the Chairman, the change shall be void. Otherwise, the temporary changes will go into effect but must be ratified by the membership at the next annual meeting or at a special meeting of the membership. 

ARTICLE IX:

Dissolution of the Organization

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes with the meaning of the Section 501 (c)(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

ARTICLE X:

Adoption of By-Laws

These by-laws were adopted by the Board of Directors on March 8, 2004. These by-laws became effective immediately upon notice from the State of North Dakota and the Internal Revenue Service that these by-laws in no way violate current laws or that the tax exempt status of the NDFMGA would be changed. 

Amended 5-27-2005

Amended 3-8-2007

Amended 8-29-07

Amended 7-5-08

Amended 2-19-2010

Amended 2-5-16

Amended 2-3-18