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As approved at the Annual Meeting 01/8/02

BYLAWS OF THE ASSOCIATION

ARTICLE I. Name. The name of the organization shall be the "Maine Organic Farmers and Gardeners Association".

ARTICLE II. Purpose. The purpose of the Association is to help farmers and gardeners grow organic food, protect the environment, recycle natural resources, increase local food production, support rural communities, and illuminate for consumers the connection between healthful food and environmentally sound farming practices.

ARTICLE III. Membership.

Section 1. Membership Classes. Any person, family unit or organization may be a member of the Association. Membership shall not be denied on the basis of race, creed, nationality, sex or age. The following classes of membership are established:

a. Individual Membership b. Family Membership

c. Supporting Membership d. Contributing Membership e. Lifetime Membership

f. Student, senior citizens and others temporarily on limited income (special low rate)

Membership in classes A, C, D, and E shall be open to organizations, provided that they shall exercise only one vote.

Section 2. Membership Rights. The rights of members in good standing are:

a. Voting: the right to vote on any and all matters at regular and special membership meetings of the Association. Voting at such meetings shall be restricted to members of the Association in good standing. Each membership shall have one vote except that families which join at the family membership level and above shall have two votes provided two ore more family members are present.

b. Participation: the right to attend regular and special membership meetings and meetings of the Board of Directors and standing committees of the Association and to present and discuss matters of interest in conformance to the rules of the meeting.

c. Publications: entitlement to discounts on charges for events, group purchases, publications and the like as established by the Board of Directors.

Section 3. Dues. The annual dues for each membership classification of the Association shall be established by the Board of Directors. Dues shall be assessed annually and are renewable during the month of the next anniversary. Any member owing dues for more than 30 days shall be considered not in good standing.

Section 4. Meetings. The regular meeting of members shall be scheduled annually in January of each year, the date and place to be selected by the Board of Directors. Special meetings of members may be called by the President or by a majority vote of the Board of Directors and shall be called by the President upon written request signed by 50 or more members.

	a. Notice: Notice of meetings of members and of all matters concerning this Association shall be deemed to have been duly given by placing in the mail, postage prepaid, to the last known post office address of the members, at least 14 days prior to such meeting, notice thereof in writing or by appearing printed in an official publication circulated among its members in good standing. Each such notice shall contain an official business agenda and the business of special meetings shall be limited to such agenda.

	b. Quorum: Those members in attendance at a duly publicized meeting shall constitute a quorum to conduct business, except that no business shall commence until at least 25 voting members are present and that if attendance subsequently falls below that
		number, only those items on the publicized agenda may be acted upon.

ARTICLE IV. Board of Directors

Section 1. Authority. The business and property of the Association shall be managed and controlled by the Board of Directors. The Board shall hire and fire an Executive Director and set wages for all employees of the Association. The Board shall establish Association goals and policies, set priorities, adopt resolutions and review programs in support of furthering the purpose of the Association.

Section 2. Composition. The Board of Directors shall have a minimum of fourteen and a maximum of twenty-seven members who shall serve for one year or until due election or appointment of successors and shall be made up of:

	a. Chapter designated representatives: A local chapter which is recognized by the Board under Article VII Sections 2 and 3 may appoint one of its members to serve on the Board provided that the chapter notifies the Nominating Committee of its intention to appoint a Board member prior to the Board meeting two meetings in advance of the Annual Meeting.

	b. Standing committee designated representatives: A standing committee of the Association may appoint one of its members to serve on the Board provided that the committee notifies the nominating committee of its intention to appoint a Board member prior to the Board meeting two meetings in advance of the annual Meeting. The Fair Steering Committee must appoint a member to serve on the Board in addition to the member nominated to serve as a general member of the Executive Committee.

	c. Officers of the Association: Each officer of the Association shall be a voting member of the Board.

	d. Members-at-large: At the Board meeting two meetings in advance of the Annual Meeting the Board shall determine the number of at-large members for the coming year, the number to be no less than five and not more than eight. Members-at-large shall be elected at the regular Annual Meeting of the membership to serve as voting members of the Board of Directors.

	e. General Members of the Executive Committee: Three persons shall be elected at the regular Annual Meeting of the membership to serve on the Executive Committee. One of these persons shall be nominated by and represent the Fair Steering Committee.

	f. Area contact persons: A contact person may represent geographic areas where active chapters do not exist for the benefit of area MOFGA members. This person shall have all rights and privileges of a member of the Board of Directors except voting privileges at meetings of the Board.

Section 3. Qualifications. The members of the Board of Directors must be members in good standing of the Association. No director may be a regularly paid or salaried employee of the Association.

Section 4. Voting. Each member of the Board of Directors shall have one vote in deciding business matters. As required, a representative of the local chapter or standing committee may delegate in writing his/her position and voting right for a given meeting to another member of the represented unit who is also a member of the Association. Proxy designations shall be deemed to grant full power to vote and act for the representative unless otherwise limited in the written delegation.

Section 5. Meetings. The Board of Directors shall meet for the transaction of business as soon as. practicable after the Annual Meeting of this Association and regularly thereafter as may be necessary to conduct the business of the Association, but in no case shall meetings be less frequent than once every three months. Special meetings of the Board may be called by the President as required and shall be called by the President upon written request signed by at least 5 members of the Board of Directors.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum. Except as provided otherwise by these bylaws, a majority vote of the members in attendance at any duly constituted meeting shall, in the presence of a quorum, decide its action. In the absence of a quorum, a majority of the number of Directors which would otherwise constitute a quorum may take action.

Section 7. Vacancy.

	a. Chapter and Standing Committee Representatives: In the case of a vacancy on the Board of Directors the designating unit shall elect or appoint a successor for the conclusion of the vacant term.

	b. Members-at-Large and General Members of the Executive Committee: In the case of a vacancy on the Board of Directors, the remaining members of the Board of Directors shall elect or appoint a successor from nominees from the general membership including nominations from the Nominating Committee for the conclusion of the vacant term.

Section 8. Executive Committee. The Executive Committee shall consist of the President, VicePresident, Secretary, Treasurer, and three General Members. Meetings shall be held at least once in every month that the full Board of Directors does not meet. A majority of the Executive Committee shall constitute a quorum. The Executive Committee shall have the authority to act

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for the Association in all matters except unbudgeted expenditures in excess of 1% of total budget in total between meetings of the Board of Directors. Any unbudgeted expenditures must be reported to the Board at its next regular meeting.
ARTICLE V. Officers.

Section 1. Composition. The following slate of officers shall be elected to help conduct the business of the Association in an orderly manner:

	a. President: The President shall be the presiding officer of the Association and Board of Directors. He/she shall preside at all meetings of its members and at all meetings of the Board of Directors and Executive Committee. In the absence of the President, the next officer in due order who may be present, shall preside. For the purpose of these bylaws, the order of officers shall be as follows: President, Vice President, Treasurer and Secretary. Subject to the control of the Board, the President shall oversee the activities of the Executive Director and the business of the Association.

	b. Vice-President: The Vice President shall assist the President in the conduct of his/her duties and shall assume the role of the President whenever requested to do so by the President.

	c. Secretary: The Secretary shall keep minutes of the meetings of members, the Board of Directors and the Executive Committee and shall report them to the next meeting of the Board of Directors and forward such reports to the Executive Director and the newspaper editor and shall perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.

	d. Treasurer: the Treasurer shall have general responsibility for all financial matters of the Association and shall report the financial condition of the Association at each general membership and Board of Directors meeting and shall be the chairperson of the Finance Committee.

Section 2. Election. At the regular Annual Meeting, the general membership shall elect officers to serve through the next Annual Meeting in the above stated capacities. The president shall hold office for no more than two consecutive terms. No other office shall be held by the same individual for more than four consecutive terms. The officers must be members in good standing of the Association.

Section 3. Vacancy. In the case of a vacancy in an office, the Board of Directors shall elect or appoint a 'successor from nominees from the general membership, including nominations from the Nominating Committee, for the conclusion of the vacant term.

ARTICLE VI. Standing_ and Special Committees.

Section 1. Standing Committees. The President shall annually appoint the chairpersons of the standing committees subject to the approval of the Board of Directors. Chairpersons of said committees shall be members in good standing of the Association. The standing committees may take such action as they deem appropriate between meetings of the Board of Directors. Any policy decision of the Committees shall clearly state that their actions are subject to approval of the Board of Directors and will not be final until so approved. Each chairperson shall report for

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his or her committee at each meeting of the Board of Directors and shall present a work plan and budget to the finance committee in June annually. The standing committees of the Association and their duties include:

	a. Certification: Shall recommend to the Board of Directors a program for the certification of organic farmers, and implement the program for certification approved by the Board of Directors.

	b. Finance: Shall prepare and present an annual budget for the Association, analyze the Association's financial condition, and report their findings to the Board of Directors. Shall provide continuity in the financial affairs of the Association during transition between Treasurers. The Association's Treasurer shall be chairperson of the Finance Committee.

	c. Public Policy: Shall review existing and pending legislation on a federal and state level which as relevance to organic gardening and farming, sustainable agriculture, natural resource protection, and food safety, and, from time to time, make the results of this review known to the Board of Directors. May introduce and support legislation, subject to authorization by the Board of Directors before introduction.

	d. Nominating: Members shall consist of the chair person, the President, and the chapter representatives to the Board of Directors. Shall announce before the Annual Meeting, according to the provisions of Article III, Section 5, a slate of potential officers, General Members of the Executive Committee, and Board Members at large, who shall have agreed to serve if elected. Shall nominate in the same manner in the event of vacancies among officers.

	e. Fund Raising: Shall have the responsibility for the development and pursuit of a longterm fund raising campaign for the Association.

	f. Fair Steering Committee: Shall be responsible to the Board of Directors for the annual presentation of the Common Ground Country Fair. Shall provide leadership for the corps of volunteers on the Fair Planning Team. Shall make decisions on policy and issues relating to the conduct of the Fair. Shall plan for the future of the Fair and make proposals to the Board of Directors. Shall implement the policy and goals of the Association through the Fair. Shall maintain current and historical records giving an overview of the operation and conduct of the Fair. Shall meet monthly.

	g. Apprentice: Shall oversee the operation of the apprentice program.

	h. Education: To coordinate the educational programming of the Association.

	i. Events: To provide policy guidance for events scheduled at MOFGA's home in Unity, including both MOFGA events and those sponsored by others.

	j^.	Buildings & Grounds: To provide recommendations to the Board for priorities in terms of construction and improvements to the facilities in Unity.

Section 2. Special Committees: The President may appoint special committees from time to time as necessary and shall name the chairpersons and members of such special committees. Such special committees shall report through the President to the Board.

ARTICLE VII. Local Chapters

Section 1. Current local chapters. An official list of current local chapters shall be maintained by the Secretary and shall be continually updated as required by additions to deletions of chapters as hereafter provided.

Section 2. Recognition of new chapters. Any member may request that the Board of Directors recognize a new chapter. Said request shall be in writing and shall indicate the geographic area to be served and the number of active and potential participants in said proposed chapter. A new chapter shall be recognized as an affiliated local chapter by a 2/3 affirmative vote of the Board of Directors at a regularly scheduled meeting.

Section 3. Review of chapter status. Any member of the Board of Directors may recommend that the Executive Committee investigate the status and activities of a local chapter and make recommendations to the Board of Directors concerning continuation or disaffiliation. The Board of Directors shall act upon any such recommendations provided, however, that a vote to disaffiliate shall require a 2/3 majority.

ARTICLE VIII. Employees.

Section 1. Executive Director. An Executive Director may be hired at a salary set by the Board of Directors and shall have general supervision of the business and policies of the Association, as established by the Board of Directors and shall act as the primary communicator with the membership, general public and agricultural interests. The Executive Director shall oversee the day-to-day operations of the Association and, upon consulting the Executive Committee, shall make day-to-day unanticipated decisions on financial matters not covered by the annual budget and previously established policy. The Executive Director shall not take actions committing the Association without a majority vote of the Executive Committee or full Board of Directors. The Executive Director shall operate and maintain the office of the Association in accordance with an annual budget for office expenses. He/she shall be responsible for the hiring, firing and supervision of other employees of the Association and contracted individuals in accordance with stated personnel policies. The contract of the Executive Director shall be terminable for just cause upon one month's notice.

Section 2. Other positions. The Board of Directors may, by 2/3 vote, create other positions it deems necessary. These positions shall be filled under the supervision of the Executive Director. Such positions may or may not be a part of the regular personnel system.

ARTICLE IX. Conflict of Interest

The Association shall not participate in any contract or other transaction with anyone who is or has been a director, officer or staff member of the Association in the past to years nor any corporation, firm, Association or other entity in which one or more said directors, officers or staff members have a substantial financial or organizational interest unless the material facts regarding such party's or organizations interest in said contract or transaction are disclosed in

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good faith or are known by the full Board of Directors prior to consideration of said contracts or transactions, and that said directors, officers or staff members shall be excluded from the decision to participate in said contract or transaction.

ARTICLE X. Sundry Provisions

Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and terminate on the 31st day of December of each year.

Section 2. Order of Business. The order of business at all meetings, as far as possible, shall be as follows:

	Call to Order Roll Call

	Read of the Minutes Report of the President Report of the Executive Director Report of the Treasurer
	Reports of the Standing Committee Reports of the Special Committees Unfinished Business

	New Business

	Elections & Appointments Adjournment

Section 3. Corporate Seal. The corporate seal of the Association shall consist of a stylized tree with fruit in silhouette surrounded by the name of the Association, with "Maine Organic" circumscribing the top of the symbol and "Farmers and Gardeners" circumscribing the lower part of the symbol.

ARTICLE XI. Amendments to Articles of Incorporation and By-laws

The articles and bylaws may be amended or altered in whole or in part at any regular meeting of the members of the Association, by a 2/3 affirmative vote of members in good standing represented at the meeting, or by like vote of members of good standing at any special meeting, due notice thereof having been given, and provided always that a quorum shall be present at such meeting. Proposed changes shall be distributed to all members in the notice calling such meeting.