BY-LAWS OF FARMER TO FARMER, INC.
As Adopted May 22, 1989
ARTICLE I: PURPOSE
Section 1: The purpose of Farmer To Farmer, Inc (F2F) is to promote friendship and mutual cultural understand and development of rural people from the United States and Latin America.
Section 2: Farmer To Farmer, Inc. is a nonprofit organization and is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organization under section 501c(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. In carrying out it purposes, the corporation shall have tall the powers vested in it under Chapter 181, Wisconsin statutes.
Section 3: F2F may engage in any activity that promotes its purposes. It may carry out activities alone or in concert with other organizations or individuals so long as no individual or corporation accrues any profit thereby.
ARTICLE II: DISCRIMINATION
Section 1: here shall be no discrimination against any person because of race, sex creed, color, national origin, physical disability, criminal record, age, or sexual orientation in any of the activities of F2F.
ARTICLE III: MEMBERSHIP
Section 1: The Corporation shall have solely Voting Membership. Voting membership, also known as general membership, shall be open to all such persons who are interested in the purposes of F2F, and qualify as such by remitting annual dues and who shall affiliate and become general members subsequent to the establishment of this Board of Directions. The application procedure, rights, and privileges of each class of membership shall be a fixed by these by-laws.
Section 2: All members will receive the periodic newsletters of the organization.
Section 3: Individual members shall not officially represent F2F, its policies, positions or views except when specifically empowered or authorized to do so by motion duly adopted at an officially constituted business meeting of the corporation.
Section 4: If any member acts in a manner that discredits the purpose of F2F, they may be expelled by a three-quarters (3/4) majority vote of the Board of Directors.
Section 5: Any member may withdraw from F2F by ceasing to remit dues on a timely basis or by submitting a letter of resignation. In neither case shall they be absolved or relieved of any debts and/or obligations owned to F2F.
Section 6: Annual dues for individual members shall be as set by the Board of Directors.
Section 7: Members must be sixteen years of age or older to vote in F2F business meetings. Individual members shall be entitled to one vote. Each family member living under on household shall be entitled to one vote. Each organizational membership shall be entitled to one vote.
Section 8: It shall be the responsibility of all members to keep their dues paid current to retain their membership in F2F. Membership will be terminated if dues are not paid by the member’s annual renewal date. Subsequent payment of dues in full will reinstate the member.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Membership of the Board of Directors shall consist of the following:
1. The President
2. The Vice President/Secretary
3. The Treasurer
4. The Chairperson(s) of the Standing Committee(s), and
5. The large members as may be necessary to bring the total number of members to seven (7)
6. At least four of the members of the Board shall be working farmers, including members of a working farm family.
The term of office for all officers (including Stand Committee Chairs) shall be one year. The President shall be limited to two consecutive terms.
Any officer may resign from their office at any time by submitting a letter of resignation to the President of the organization, or to the Vice President in the case of the President’s resignation. If the President resigns the Vice President shall become the President. If more than three months remain between the resignation of an officer and the next Annual meeting, the President of the Board of Directors may appoint a replacement officer for the remaining term, subject to the approval of the Board. If three months or less remain, the vacancy shall be filled in the prescribed elective manner as set forth in these By-laws at the first subsequent Annual Meeting of the whole membership of the organization.
Section 2: Powers of the Board of Directors
Unless as otherwise required by law or provided for in these By-laws, the Board of Directors shall have control over and be authorized to conduct the usual and routine business operations of the organization. The Board’s powers shall not include amending these By-laws or the Articles of Incorporation, or undertaking any activity opposed to the purposes for which the corporation was formed. The Board shall be authorized to:
· Review and approve (or disapprove) the actions and activities of the Committees or Sub-committees;
· Approve public representations of F2F, or whatever sort;
· Approve the entering into of contracts of other legal relationships with other entities;
· Approve tall expenditures of F2F funds; and
· Delegate these powers as allowed by law, these By-laws, or any contractual agreements.
Section 3: Quorum for Conducting Business
A majority of the members of the Board of Directors shall constitute a quorum for conducting the business of the Board. Meetings of the Board shall be open meetings, except when discussing personnel issues, and all members of the organization shall be encouraged to express their opinions at Board meetings.
Section 4: The Board of Directors shall meet at least eleven (11) times per year. The date and time of the meetings will be set by the President. All Directors will be notified of meetings at least one week before the meeting date. Special meetings of the Board of Directors may be called by the President or by a majority of the Board members, and in this case one week notice need not be given.
Section 5: Any officer absent for any reason from four or more Board of Director meetings shall be removed from office and replace as per Article IV, section 1. Proxy voting at Board of Director meetings is prohibited. A standing Committee may appoint an alternate of record to their Chairperson. The Committee must inform the Board of Directors in writing when such an alternate has been selected. No other alternates may be selected for any other Board position.
Section 6: Compensation
No member of the Board of Directors shall receive compensation of any sort for participating in Board activities.
Section 7: Conflict of Interest
Any contract or other transaction between F2F and any other corporation or organization shall be declared void if a member of the Board of Directors or any other agenda of F2F ha a material financial interest in the other corporation or organization, unless such interest is made known to the Board prior to approving the contract, and a sufficient number of votes approving the contract are cast excluding the member(s) with the conflict, or the contract or transactions is fair and reasonable to F2F.
ARTICLE V: ANNUAL ALL MEMBERSHIP MEETING
Section 1: The President shall call a meeting of all voting members once per year. I shall be sufficient notice of this meeting to include a meeting notice in the 2F Newsletter in the month preceding the meeting, provided that at least ten (10) days’ notice shall be given thereby.
Section 2: The Annual All Membership Meeting shall be empowered to conduct any and all business of the organization, including amendments to the By0laws and Articles of Incorporation, elections of officers, dissolution of the corporation, and other extraordinary business, except that not action may be taken to substantially change the original purposes of the Corporation. Business conducted at this meeting shall include at minimum election of officers (including Chairs of Standing Committees), adoption of the annual budget and annual report of F2F’s activities and finances.
Section 3: Annual Meeting Date
The Annual Meeting shall be held during the of February subject solely to weather conditions. If weather conditions force a cancelation of an Annual Meeting, it must be rescheduled to occur within to (2) weeks of the original date.
ARTICLE VI: COMMITTEES
Section 1: Membership in the organization’s committees shall be approved by the Board of Directors, and determined, insofar as possible, at the Annual Meeting.
Section 2: A quorum for action on any committee meeting shall be no less than one-half of the membership of the committee.
Section 3: Standing Committees
there shall be four standing committees: the Newsletter Committee, the Fundraising/Promotion Committee, the Organizational Committee, and the Project Oversight Committee.
3.1 The Newsletter Committee shall be responsible for the preparation and distribution of the F2F newsletter and other official publications.
3.2 The Fundraising/Promotion Committee shall be responsible for all F2F fundraising and promotion activities. This may include sponsoring (or co-sponsoring) fundraising events (running the malt stand, ski parties, coffee sales), writing grants, and similar events. Activities which publicize F2F must be coordinated with the Newsletter Committee. Activities which impact the organization’s development projects shall be coordinated with the Project Oversight Committee.
3.3 The Organization Committee shall be responsible for the organizations membership, finances and administration functions. I shall prepare a slate of officers for each Annual meeting, and conduct the election. It shall review the organization’s financial and membership records and practices, and ensure they are proper. The Committee will review any proposed policies and procedures and will make recommendations about the same to the Board of Directors or Annual Membership meeting as appropriate.
3.4 The Project Oversight Committee shall be responsible for the proper and effective operation of the organization’s development and related projects. This shall include planning development and related support activities, selecting needed staff and volunteers and their supervision, defining and monitoring project goals and objectives, and preparing activity and achievement reports to the Board and funding sources.
Section 4: The Standing Committees may empower subcommittees to assist in carrying out the Committees’ responsibilities. All such subcommittees and their activities are subject to the approval of the Board of Directors.
ARTICLE VII: OFFICERS
Section 1: Selection
All officers shall be elected at the Annual Meeting from a slate of candidates presented by the Organization Committee and such other candidates from among voting members nominated from the floor.
Section 2: President
The President shall preside at all meetings of the Board of Directors and of All Members at which they are preset, and shall prepare the agenda for these meetings. The President shall be the Chief Executive Officer of the Corporation, shall sign all official document of the Corporation as authorized by the Board or the Membership, shall make.