Bylaws

The structure, policies and procedure of the NMFMA

The New Mexico Farmers’ Marketing Association is a 501(c)3 nonprofit that operates under a specific set of structures, policies and procedures to ensure adherence to our mission. We check our work against these bylaws during each board meeting to ensure that we remain consistent with our ends.

ARTICLE I

Name, Office, & 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, whose location will be determined by the Board of Directors.

ARTICLE II

Purpose

Section 1.
The purpose of the New Mexico Farmers’ Marketing Association shall be to support farming and locally produced food in every New Mexico community by:

a. Educating the public about the importance of eating health, locally grown and produced food

b. Engaging low-income and limited resource individuals and families in programs that educate them about, and connect them to healthy food

c. Providing education and technical assistance to all parties interested in the development of New Mexico’s local food system

d. Responding to the needs of farmers and producers who grow and sell food at the farmers’ markets and other direct marketing venues

ARTICLE III

Membership

Section 1. Members.
The members of the Association are New Mexico Farmers’ Markets, Farmers, Food Processors, Farm Stands, and Interested Parties that have submitted a membership application and have paid an annual 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.”
  • A Farmer is defined as any New Mexico grower or rancher who sells the food they produce directly to New Mexico customers.
  • A Food Processor is a New Mexico resident who engages in canning, freezing, drying, dehydrating, cooking, packaging, baking, preserving, jarring, or otherwise processing of food products, and who sells these products directly to customers at New Mexico farmers’ markets.
  • A Farm Stand is defined as a permanent structure/facility that sells produce grown, produced and packaged by that farmer at that stand. A “permanent” facility is defined as one that is a physical structure affixed to the ground, must not be mobile in nature and remains on site during the course of the year. The Farm Stand shall have a well-defined schedule of operations that may be seasonal and should offer a variety of fresh fruits and/or vegetables for sale to the general public.
  • 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. Annual Meeting.
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.

Section 3. Voting.
Only members of the Association in good standing, who have completed a Membership Application and paid the annual dues, are allowed to vote at the Annual Meeting. The Designated Representative of the member Farmers’ Markets, Farm Stands and Interested Parties will cast the single vote for their membership. Farmer and Food Processor members will cast a single vote for their membership. Voting will be completed at the Annual Membership Meeting, in person, with no option for mail-in or electronic voting.

Section 4. Fees.
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 number no less than 7 and no more than 11. The Board of Directors shall be members of the NMFMA and consist of two types: Farmers’ Markets Delegates and Agricultural Associates. Farmers’ Market Delegates are typically market managers or market representatives. There will not be less than 5 nor more than 7 Directors of this type. Agricultural Associates shall consist of Farmers, Food Processors, Farm Stand Owners, and Interested Parties. There will be no less than 2 nor more than 4 Directors of this type.

Section 3. Elections.
Board members are elected by the membership, with one vote per Farmers’ Market, Farmer, Food Processor, Farm Stand, and Interested Party. All Directors shall be elected for a 3-year term. At the time of election, Board member type (Farmers Market Delegate or Agricultural Associate) will be delineated. This board member type delineation will stay with the board member throughout his/her term. If reelected, the Board member type delineation will be reevaluated.

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 Retreat.
The annual retreat of the Board of Directors shall be held at a time and place determined by the officers.

Section 8. Meetings.
Regular meetings of the Board of Directors (not less than three times per year) 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 membership 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. Establish/Appoint.
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. Officer Categories.
The principal officers of the corporation shall be Chair, Vice-chair, and Secretary, 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 retreat 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: Chairperson.
The Chair shall, when present, preside at all meetings of the Board of Directors and all meetings of the members. He/she shall generally do and perform all acts incident to the office of the Chair that are authorized or required by law. The Chair shall be a member of all committees.

Section 5. Duties of Officers: Vice Chairperson.
The Vice-chair shall represent the Association at meetings and other functions when asked to do so by the Chair, and will perform the duties of the chair when he/she is unavailable. The Vice-chair will also perform other duties assigned by the Chair.

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.

ARTICLE VII

Fiscal Year

Section 1. Fiscal Year.
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 1. 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.
The Executive Director may be authorized by the Board of Directors, in the name and on behalf of the corporation, to 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. Contributions/Gifts.
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. Record Keeping.
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. Audit.
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 February 12, 2014.

We adopted a policy governance system several years ago to increase the effectiveness of our board & staff operations. Read more about policy governance.