Bardstown Road Farmers' Market, Inc
2013 By-Laws

ARTICLE I
NAME, LOCATION
The name of the market is Bardstown Road Farmers' Market, Inc. (herein the ‘Market’) and is a non-profit corporation registered in the Commonwealth of Kentucky.  The Bardstown Road Farmers' Market, Inc. meets in the parking lot of the Bardstown Road Presbyterian Church at 1722 Bardstown Road on Saturday mornings.

ARTICLE II
PURPOSE
To provide an opportunity for agricultural producers to market high quality products directly to the consumer. To achieve its general purpose, the Market has identified the following specific objectives:
1. To provide marketing opportunities and a support network for local, family farms
2. To provide consumers with a diverse, high quality selection of local agricultural products,
3. To educate consumers and generate community support of local agriculture
4.  To bring together farmer and consumers into a food community that is self supporting

ARTICLE III
MEMBERSHIP:
Section 1.  Qualifications and Privileges
Any persons, including both landlords and tenants in share tenancies, who  are producers and processors of agricultural products and who  reside in Kentucky or southern Indiana south of Columbus, Indiana may become Members of the market upon annual approval of the Board of Directors and by meeting such conditions as the Board may prescribe. Membership entitles the producer to sell at all market days.  All members are entitled to receive all mailings and written information distributed by the market.

Section 2. Producer-Members. 
Any farmers who own or operate property where regionally grown products are produced whether on a full or part-time basis shall be considered Producer-Members.

Section 3 . Associate Members. 
Those who do not own or operate property where regionally grown products are produced but whose products contribute to the diversity of the market.  At the discretion of the board, a maximum of 4 spaces may be reserved for associate members.

Section 4.  Membership Fee.
An annual membership fee of  $150.00 for the  season will be collected from each Member and Associate Member. Only members who have paid their dues in full by March 15th will be allowed to sell their products at the market.  In addition a $5 vendor space fee will be collected for each day a vendor is in attendance.  Double space vendors will pay $5 for each space.
 

Section 5. Cancellation or Refusal of Membership
The Board of Directors may, at anytime, recommend to the membership the cancellation or refusal of membership to any person.  The Membership may, at any time, by two-thirds (2/3) vote, of members present at a special meeting, cancel any  Membership or refuse Membership to any person,  when, in their judgment, the Market’s welfare justifies such action. Failure to pay annual dues or abide by the guidelines and by-laws of the market may result in cancellation of membership.  Any Member may withdraw by written notice to the secretary.  A Member who withdraws shall not have dues rebated.

ARTICLE IV
MEETINGS OF THE MEMBERS
Section 1.  Annual Meeting: The Annual Meeting of the Members of the Market shall be held  within 60 days following the close of the market the previous year, and at a place and time designated by the Board of Directors.  

Section 2.  Special  Meetings: The Board of Directors may call Special Meetings of the Members at any time upon written request of at least 20% of the Members.  The request shall state the time, place, and purpose of the meeting. No business shall be transacted at Special Meetings other than referred to in the call.

Section 3. Notice of Meetings.  Written or printed notice of every Annual and Special Meeting of the Members shall be prepared and mailed or emailed to the last known address of record of each Member no less than 7 days before the meeting.  Notice shall state the objectives, time, and place of the meeting.  

Section 4. Voting Rights.  Only Producer-Members of this Market shall have voting rights.  One representative per membership, in good standing, is entitled to one vote and is entitled to take part in and vote at any regular or special meeting of members.  

Section 5.  Quorums.  A simple majority vote of members present at annual meeting.  A simple majority of voting Members present at any Membership meeting shall constitute a quorum for the purposes of conducting business.  If a quorum is present, the majority vote of those voting Members present at the meeting shall constitute the act of the Membership.  

ARTICLE V
DIRECTORS
Section 1. Number and Qualifications.  The Market will have a Board of Directors of nine (9) voting members.  To be eligible to serve as a Director, a Board Member must be a Producer-Member of the Market in good standing, and may not serve concurrently on the Board of Directors of another Market in the area of Kentucky and Southern Indiana south of Columbus.

Section 2: Election of Directors. The Market Board of Directors is comprised of the President, Vice President, Secretary, and Treasurer, who will be elected each year at the Annual Meeting, and five additional Members of the Market to make a total of nine board Members. Of these five additional board Members, two will be elected year to serve two year terms. In alternating years 3 are elected to serve 2 years. This board is empowered to make executive decisions within the framework of the Market Guidelines on behalf of the Market between Annual Meetings.  Meetings of the Board are open to all Members in good standing. Nominations for Director positions will be accepted from the Membership both prior to and during the Annual Meeting. Any person running for the board must be present at the Annual Meeting to accept the nomination,  and assume the responsibilities of the office at the close of the Annual Meeting.

Section 3. Board Vacancies.  When a vacancy occurs for reasons other than expiration of office, the remaining Directors shall by majority vote fill the vacancy until the next Annual Meeting of Members.  A Board Member who misses over 2 meetings may be replaced.

Section 4. Board Meetings.  In addition to the meetings mentioned above, Board meetings shall be held not less than 3 times a year at such place as may be designated by the Board.  Board meetings may be requested by any Board Member..

Section 5. Special Meetings:  A special meeting of the Board of Directors shall be held whenever called by any Officer or the majority of the Board.  Any and all business may be transacted at a Special Meeting.  Each call for a special meeting shall be in writing, signed by the person or persons making the call, mailed or e-mailed to the Secretary and shall state the time and place of such a meeting.  

Section 6. Powers. The Board of Directors shall have general supervision and control of the business and affairs of the Market and shall make all rules and regulations consistent with federal and state laws and consistent with these by-laws for the management of Market business.

Section 7. Depository: The Board of Directors shall have the power to select one or more banks to act as depositories of the funds of the market, and to determine the manner of receiving, depositing, and disbursing funds of the Market.

Section 8. Quorum: Quorums for legal Board meetings shall be at least two-thirds of the Board of Directors.

ARTICLE VI
OFFICERS
Section 1.  Election of Officers.  Officers shall be elected at the markets’ annual business meeting and shall serve a one-year term.  Any person running for office must be present at the annual meeting to accept the nomination, and assume the responsibilities of the office at the close of the annual meeting.  

Section 2. President Duties:  The President shall:  
a) Preside over all of the market and Board of Directors meetings.
b) call special meetings of the Board
c) develop and distribute an organized agenda, appoint committees, conduct
votes as needed, and perform such other duties as may be prescribed by the Board
of Directors

Section 3. Vice President:  In the absence of the president, the vice president presides and performs the duties of president.

Section 4. Secretary:  The Secretary shall maintain up-to-date guidelines, membership roster,  minutes of meetings, and shall have general charge and supervision of the books and records of the Market.  He/she shall sign papers as authorized or directed by the Board, serve all notices required by law and these by-laws, make a full report of all matters pertaining to his/her office at member meetings, perform such other duties as may be required of him/her by the Board.

Section 5. Treasurer:  The treasurer collects fees, pays bills, keeps financial records and membership applications, receives annually all permits and licenses (including sales tax) required by law from the membership, and performs other duties with respect to the finances of the the Market as may be prescribed by the Board of Directors.   

ARTICLE VII
COMMITTEES
The Board of Directors may, in its discretion, appoint such committees as may be necessary

ARTICLE VIII
MARKET MANAGER
Section 1.  Definition of Manager Position. A market manager will be employed by the Board of Directors which will define his/her duties and fix his/her compensation. The market manager is answerable directly to the board and shall not be a board member.

Section 2.  Duties of the Market Manager:  The Market Manager shall:  be the point of contact for the market, collect data and fees as prescribed by the board, document grievances by vendor or consumer, determine that all market rules are being followed, and perform other duties as may be requested by the board.

ARTICLE IX
FISCAL YEAR
The fiscal year of the Market shall commence on the first day of January each year and shall end on the last day of December.

ARTICLE X
DISSOLUTION
Upon dissolution of the Markets, all debts and liabilities of this Association shall first be paid according to their respective priorities. Termination of the market will be determined by the market Board of Directors as deemed necessary.