Bylaws of NMFMA

BYLAWS OF NMFMA 3/20/08
ARTICLE I
NAME, OFFICE AND SEAL
Section 1. Name of the Organization. The name of the corporation shall be the New Mexico Farmers' Marketing Association.
Section 2. Principal Office. The principal office of the corporation shall be the
New Mexico Farmers' Marketing Association office, 320 Aztec St., Ste. B, Santa Fe, NM 87501.

ARTICLE II
PURPOSE
Section 1. The purpose of the New Mexico Farmers' Marketing Association shall be the following:
a. to promote direct marketing avenues for New Mexico agricultural products.
b. to advocate for the interest and respond to the needs of farmers' markets and direct marketing farmers.
c. to educate farmers and consumers about the benefits of direct marketing and the importance of supporting local agriculture and community.

ARTICLE III
Membership
Section 1. The members of the Association are New Mexico Farmers' Markets that have paid a membership fee, and other interested parties in New Mexico who have paid a membership fee.
- A Farmers' or Growers' Market is defined as "A public market place where fresh foods from a defined local area are sold by the people who have grown, gathered, raised or caught them."
- Interested parties are defined as individuals or organizations whose work or interests are consistent with the mission of the New Mexico Farmers' Marketing Association.
Section 2. There shall be an annual meeting of the membership, at a time and place determined by the Association. Twenty percent of the membership must be represented at the annual meeting in order to constitute a quorum and elect Board members. Member markets will determine, prior to the annual meeting, who is to be their representative at the annual membership meeting.
Section 3. The Board of Directors has the authority to set the cost of membership fees and to define the benefits of membership.

ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers. The activities, affairs and property of the corporation shall be managed, directed and controlled by the Board of Directors except as otherwise provided in these bylaws.
Section 2. Number of Directors. The Board of Directors shall consist of two types. One shall be persons who are either past or present farmers' market representatives, and these will not be less than 5 (number of Directors) nor more than 7 Directors of this type. The other type of directors shall consist of persons interested in supporting the aims and purposes of the farmers' markets, and who have experience relevant to the operation of the New Mexico Farmers' Marketing Association. There will be no less than 1 (number of Directors) nor more than 4 Directors of this type.
Section 3. Board members are elected by the membership, with one vote per farmers' market and one vote per interested party. All directors shall be elected for a 3-year term.
Section 4. Resignations. Any Director may resign at any time by delivering a written resignation to the chairperson of the Board.
Section 5. Removal. Any Director may be removed at any time for cause, including, commission of a felony, malfeasance, continued gross or willful neglect of his or her duties or conduct derogatory to the best interests of the corporation. Notice of proposed removal shall be sent to the said Director and such Director shall have the right to be heard at a special meeting called by the chair.
Section 6. Vacancies. Vacancies, whether caused by death, illness, resignation or
removal of a Director shall be filled by a majority vote of the entire Board of Directors.
Section 7. Annual Meeting. The annual meeting of the Board of Directors shall be held at a time and place determined by the officers.
Section 8. Other Meetings. Regular meetings of the Board of Directors shall be held at a time and place to be determined by the Board of Directors. Special meetings shall be held at any time when called by order of the chairperson of the Board or by any three Directors.
Section 9. Notice. Notice of each meeting of the Board of Directors must be given to each Director not less than five (5) nor more than twenty (20) days prior to the day on which the meeting is to be held.
Section 10. Quorum. The presence at any meeting of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Proxy voting is prohibited.
Section 11. Annual Reports. The officers shall present at each annual meeting a report of the corporation's activities during the preceding year.
Section 12. Conduct of Meetings. All meetings of the Board of Directors shall be conducted in accordance with acceptable parliamentary procedure.

ARTICLE V
COMMITTEES
Section 1. The chairperson shall establish all committees and shall appoint all committee chairpersons and members of each committee with Board approval.
Section 2. Vacancies. Vacancies on committees shall be filled by appointment by the chairperson of the Board of Directors and may be subject to the approval of the Board of Directors.

ARTICLE VI
OFFICERS
Section 1. The principal officers of the corporation shall be chairman (or chairperson as herein or president), vice-chairman, (vice-chairperson or vice-president), secretary, and a treasurer, all of whom shall be elected by and from the Board of Directors.
Section 2. Election of Officers. The officers of the corporation shall be elected annually by the Board of Directors at the annual meeting of each new Board.
Section 3. Removal of Officers. Upon an affirmative vote of the majority of the Board of Directors, an officer may be removed and his or her successor elected at any regular meeting of the Board called for such purpose.
Section 4. Duties of Officers. The Chairperson shall, when present, preside at all meetings of the Board of Directors and all meetings of the members; he/she shall have the authority to appoint and discharge paid staff members, if any, and fix his or her compensation, subject to the approval of the Board of Directors; he/she shall manage and control the business and affairs of the corporation; he/she shall generally do and perform all acts incident to the office of the Chairperson which are authorized or required by law. The Chairperson shall be a member of all committees.
Section 5. Duties of Officers. Vice-Chairperson. The Vice-Chairperson shall represent the
Association at meetings and other functions when asked to do so by the Chairperson, and will perform the duties of the chairperson when he/she is unavailable. The Vice Chairperson will also perform other duties assigned by the Chairperson.
Section 6. Duties of Officers. Secretary. The secretary shall keep the minutes of the meetings incident to the office of the secretary. Additionally, he/she shall file amendments to the bylaws with the State Corporation Commission and all other such documentation as required by state law, other than financial records.
Section 7. Duties of Officers. Treasurer. The treasurer shall have responsibility of corporate funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the corporation. Additionally, in absence of paid staff members, he/she shall file all forms required by the tax agencies of city, county, state and federal governments.

ARTICLE VII
FISCAL YEAR
Section 1. The fiscal year of the corporation shall be such as may be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII
DEPOSITS, CHECKS, LOANS, CONTRACTS, ETC.
Section l. Deposit of Funds. All funds of the corporation shall be deposited in such banks, trust companies, or other reliable depositories as the Board of Directors may from time to time determine.
Section 2. Loans. No loans or advances shall be contracted on behalf of the corporation and no note or other evidence of indebtedness shall be issued in its name, unless and except if authorized by the Board of Directors.
Section 3. Contracts. Any officer authorized by the Board of Directors may, in the name and on behalf of the corporation, enter into those contracts or execute and deliver those instruments that are authorized by the Board of Directors. Any authorization may be general or confined to specific instances. Without such authorization of the Board of Directors, no officers or other agent of the corporation may enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation.
Section 4. The Board of Directors may accept on behalf of the corporation, any contributions, gifts, bequests or equipment for general benefit or purposes of the corporation or for any special purposes of the corporation.

ARTICLE IX
RECORDS OF ACCOUNTING
Section 1. The corporation shall keep books and records of accounting and shall keep minutes of the proceedings of all its meetings of committees having any of the authority of the Board of Directors and shall keep a record of the names and addresses of all members of the Board of Directors.
Section 2. All books and records of the corporation may be inspected by any member of the Board of Directors or his/her agent or attorney for any proper purposes at any responsible time. Audits will be conducted by law, regulation or resolution of the Board.

ARTICLE X
WAIVER OF NOTICE
Whenever any notice is to be given under the provisions under the laws of the state of
New Mexico pertaining to non-profit corporations, or under the provisions of the Articles of Incorporation or Bylaws of this corporation, a waiver of notice in writing signed by person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI
AMENDMENTS TO BYLAWS
These Bylaws may be amended, altered, changed, added to or repealed by the affirmative vote of a two-thirds (2/3) majority of the members of the Board of Directors at any regular or special meeting of the Board of Directors if the notice of the proposed change, amendment, alteration, addition or repeal is contained in the notice of the meeting at least five (5) days prior to such meeting.

The By-Laws of the New Mexico Farmers' Marketing Association were updated by the Board of Directors in accordance with the by-laws herein on March 20, 2008.