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.