SEACOAST GROWERS ASSOCIATION BYLAWS
Section 1. Name:
The name of this organization shall be: “The Seacoast Growers Association.”
Section 2. Seal:
The seal of this organization shall consist of a flat-faced circular die, with the words and figures cut or engraved thereon.
The association has been organized on a non-profit basis for the following:
Section l. To provide markets for seacoast area growers to sell their products directly to the consumer, thereby strengthening the local farm economy and the viability of small scale family farms. Seacoast growers are defined as those in York County, Maine and Rockingham and Strafford Counties, New Hampshire;
Section 2. To establish and maintain operating standards that will inspire public confidence in the farmer’s market concept;
Section 3. To provide the organization with publicity and by other techniques to assist in promoting the sale, at the market, of Seacoast Growers Association members’ products;
Section 4. To engage in such other mutually beneficial activities as the membership may desire;
Section 5. To carry out educational and promotional activities among seacoast area citizens for the support of local agriculture.
Section 6. To do all that is legal in obtaining its objectives that the Board of Directors in its discretion deems appropriate or consistent with the above stated purposes.
Farmer: is an individual or production unit who operates a farm.
Farm: is an agricultural enterprise that produces farm products.
Farm Products: are defined as vegetables, fruits, herbs, berries, and other items grown for human food; natural fibers such as wool and linen; seedlings, plants, greenhouse or nursery stock, houseplants, perennials and ornamentals; livestock and their products; products from the woodlot, poultry and bees.
Production unit: is a family or other group of two or more people who operate the same farm.
Craft vendor: is a member, who offers for sale, their own locally made crafts.
Prepared food: baked goods, jams, jellies, and similar prepared foods made by the vendor.
Concessionaries: Seafood vendors, meat or fiber co-ops. Vendors in these categories will be considered on a case-by-case basis.
A. Active Membership: Active members shall consist of farmers, prepared foods, and craft vendors who have been granted acceptance by the Board of Directors, have passed any necessary jurying, who pay the membership fee established and shall abide by these bylaws, rules and regulations. One vote per entry is allowed. Active membership shall expire on January 15th of each year if no application for renewal has been received. (The intent of expiration in no way constitutes automatic approval if application has been received by January 15th)
B. Patron: A patron shall consist of person(s) who would like to contribute to the Association in a monetary or volunteer form and wish to support the purposes and goals of the Seacoast Growers Association. There shall be no voting privileges extended. Patrons shall fill out a “Patron Form”, pay the patron fee established, agrees to abide by the bylaws, rules and regulations of the Association.
Section 2. Annual Meeting: The annual meeting of the members shall be held within the month of March at such location as specified in the notice as provided in “Section 5” hereof. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, a substitute annual meeting maybe held in place thereof and any
business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such substitute meeting shall be called in the same manner and as prescribed for special member’s meetings. Except when otherwise required by law or by these Bylaws any business may be transacted at the annual meeting irrespective of whether or not the notice of the meeting shall have contained a reference thereto.
Section 3. Special Meetings: Special meetings of the members shall be held whenever called by the President. The president must call a general meeting of all members when presented with a petition signed by not fewer than one-quarter (1⁄4) of the members of the association.
Section 4. Place of Meeting: The annual meeting and any special meeting of the members shall be held at such place within or without the State of New Hampshire as shall be designated in the notice of such meeting.
Section 5. Notice: Notice of all members’ meetings, stating the day, hour and place and the agenda and purpose for which such meetings are called, shall be given by the clerk in writing to each member or record entitled to vote, at his or her registered address at least thirty (30) days and not more than fifty (50) days prior to the date of the meeting. Any
notice of meeting may be waived by a member by submitting, before and after the meeting a waiver, signed either in person or by proxy or by attendance at the meeting, either in person or by proxy.
Section 6. Quorum and Required Vote: At any meeting of the members, a majority of the members entitled to vote shall constitute a quorum, but a lesser number may adjourn any meeting to a future date at which a quorum shall be present or represented. No notice of the adjourned meeting need be given if the time and place are announced at the meeting at which the adjournment is taken and the adjournment is less than thirty (30) days. When a quorum is present at any meeting, a majority of votes cast by these entitled to vote on the subject matter shall decide any questions unless some greater vote is required by law, the Articles of Incorporation, or these Bylaws. In elections of the directors, those receiving the greatest number of votes, even though not receiving a majority, shall be deemed elected.
Section 7. Consents: Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if written consent, setting forth the action so taken is signed by all the members entitled to vote on such action and are filed with the clerk of the corporation as part of the corporate records. Such written consent shall have
the same effect as a unanimous vote of the members and may be stated as such in any certificate or document required or permitted to be filed with the Secretary of State, and in any certificate or document prepared or certified by any officer of the corporation for any purpose.
Section 8. Conduct of Meetings: All meetings of this organization shall be conducted in an orderly fashion and in substantial conformity with Roberts Rules of Order. All matters shall be decided by a simple majority of members present unless stipulated elsewhere in the Bylaws.
Board of Directors
Section 1. Board of Directors: The business of the Association shall be managed by a Board of Directors which shall consist of not less than five active members and one alternate to be elected by vote of the active membership each year at the annual meeting. Tenure of the office is three and one half years. From the directors, a President, a Vice President, Secretary and Treasurer shall be chosen. Each of these offices shall be for a one-year term. The officers shall be subject to the general direction and control of the Board of Directors. A vote may be passed by the support of three Directors.
Section 2. Vacancies in the Board of Directors: Any vacancy on the Board of Directors shall be filled as follows: The remaining Board members shall name a person to fill the vacancy until the next annual meeting.
Section 3. Composition of the Board of Directors: At least three of the five members should be actively engaged in farming.
Section 4. Board members shall receive a $200.00 voucher each year that they serve. The Treasurer shall receive and additional voucher for up to $300.00. This voucher may only be used toward the membership fee and stall fees.
Section 5. The Association shall indemnify any Director, Officer, or former Director or Officer of the Association against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceedings in which he/she is made a party by reason of being or having been such Director or Officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which such Director or Officer may be entitled under any Bylaw, agreement, vote of the Board of Directors or otherwise.
Section 6. At any meeting of the Board of Directors, a majority of the Directors as fixed by the Bylaws shall constitute a quorum. Provided a quorum is present, the votes of a majority of the Directors attending a meeting shall be sufficient for the conduct of business.
Section 1. Violations of any Bylaws or Rules and Regulations will be dealt with by a Market Manager or Board Member. The Manager or Board Member may give a verbal warning notice to a producer for an infraction of the Bylaws or Rules and Regulations. If a producer receives two verbal warning notices, the President shall call a meeting of the Board. The Board will then take a formal vote giving the Manager or President the power to take appropriate action if a third violation of the Bylaws or Rules and Regulations occurs. Actions may include fines, site inspection, suspension or expulsion.
Section 2. Upon the Board members’ determination, the President shall give written notice to the violating member of the dates, the nature(s) of the violation(s), and any corrective action to be taken should a third violation occur.
Section 3. Any member receiving such verbal and/or written notice of a violation must correct the violation immediately, or at the latest, by the next market day after such notice is received.
Section 4. Any member may bring forward a product challenge when they believe that another vendor is misrepresenting his/her product. Product challenges must be signed by the person bringing the challenge and preferably be supported by physical evidence of the offense. Product challenges shall not be anonymous. The product challenge must be made on the day of, or within the week the violation is observed.
Section 5. The vendor receiving the product challenge must respond to the challenge in writing. Failure to admit or deny a challenge may result in a determination that the challenge is valid.
Section 6. The Board shall determine if a site visit is necessary, and if so, shall conduct the visit in a timely manner to make a determination on the product challenge. If the vendor is found in violation, the Board will then take a formal vote giving the Manager or President the power to take appropriate action. Actions may include fines, site inspection, suspension or expulsion.
Section 7. A member may appeal any disciplinary action taken against them by providing to the Board a petition of support signed by at least two-thirds of the voting membership.
Section I. These Bylaws shall be amended by a two-thirds vote of those members in good standing in attendance at the annual meeting. Proposed changes of the Bylaws shall be in writing and provided to all members at least twenty-one days prior to the annual meeting.
ADOPTED: January 6, 1994
SIGNED: January 20, 1994
AMENDED: March 24, 1995
SIGNED March 31, 1995
SIGNED: February 27, 1997
AMENDED: March 14, 2013
SIGNED March 14, 2013