NORTHEAST ORGANIC FARMING ASSOCIATION OF RHODE ISLAND BYLAWS
Revised on July 23rd, 2024
Mission statement / Purpose
To educate its membership and the people of Rhode Island as to the benefits of natural, organic, ecological agriculture, including the implications relating to the health of all life on the earth; to promote the growth of local, cooperative farm organizations which emphasize ecologically sustainable agricultural principles.
A) To educate members and the general public about the benefits of a local organic food system in Rhode Island and surrounding communities.
B) To provide information about the practices and principles of organic farming and gardening and refine organic growing practices through research and farmer-to-farmer exchanges.
C) To demonstrate through example and replication the feasibility and benefits of restoring local agriculture.
D) To provide not-for profit cooperative marketing for Rhode Island farmers and encourage cooperation among farmers, growers and their customers.
E) To promote the application of organic principles to activities involving land and food.
Article I – Membership
Any person or household with an interest in agricultural production and who pays such membership fee and meets such other uniform conditions as may be prescribed by the board may become a member of the Association. Each member may exercise only one vote at meetings or by ballot, receive one subscription to The Natural Farmer (official publication), and is entitled to discounts for one person only on conferences, books, bulk orders, etc.
• Section 1. Affiliated Groups. The board may recognize such groups upon application if their purpose involves agricultural production or sustainable ecosystems and they satisfy such other criteria as specified by the board.
Article II – Membership meetings
• Section 1. Annual Meeting. The annual meeting of the Association shall be held once per calendar year, the exact date to be designated by the board at least 90 days before.
• Section 2. Special Meetings. Special meetings of the members of the Association may be called at any time by order of the board, and may be called at any time upon request of at least ten percent of the members. The request shall state the time, place and object of the meeting.
• Section 3. Notice of meetings. Written notice of every regular and special meeting of members shall be sent to each member not less than fourteen days before such meetings. Such notice shall state the object, time and place of such meeting.
• Section 4. Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon. Voting by proxy shall not be permitted.
• Section 5. Quorum. Five percent of the paid membership shall be considered a quorum. If less than a quorum is present, a majority of those present may adjourn the meeting to another time without further notice.
Article III. Directors and Officers
• Section 1. Number and Qualifications of the Directors. The Association shall have a board of up to seven directors. Each director shall be a member of the Association.
Directors may be compensated for reasonable services rendered to the organization, with the goal to keep the organization farmer-driven.
• Section 2. Election of Directors. At the annual meeting elections shall be held by the members of the Association to choose the directors. All directors shall be elected to serve 2 year terms.
• Section 3. Nominations. Nominations may be submitted by any member to fill a vacancy on the board by sending the name of a qualified person to the secretary.
• Section 4. Election of Officers. The board shall elect a president, vice president, secretary and treasurer, and the officers shall be approved at general membership meetings. Each of these officers shall serve until the election and qualification of their successor unless earlier removed by death, resignation or for cause. Vacancies in such offices shall be filled by the board through election.
• Section 5. Election of NOFA RI Representatives to NOFA Interstate Council. The board will also appoint two representatives to the NOFA Interstate Council. The representatives may come from the membership at large.
• Section 6. Vacancies. Whenever a vacancy occurs in the board, other than from expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy until the next regular meeting of the members.
• Section 7. Board meetings. Board meetings shall be held regularly, at four times per year. Exact date, time and place of regular meetings shall be scheduled by the board in advance. These meetings shall be open to all members of the Association. In decision making the board shall strive to achieve consensus among all those present. A majority vote among board members will be taken if consensus can not be achieved.
• Section 8. Quorum. Fifty one percent of the board shall constitute a quorum at any meeting of the board.
Article IV – Duties of Directors
• Section 1. General Powers. The board shall direct the staff and contractual workers on the
business and affairs of the Association. The Board shall exercise all of the powers of the Association except such as are by law the articles of incorporation, or that these by-laws confer upon or reserve to the members. The board shall adopt such policies, rules and regulations not
inconsistent with law, the articles of incorporation or the by-laws, as it may deem advisable.
The board shall approve annual budget and election of board officers.
• Section 2. Employment of Staff. The board shall have the power to employ staff workers or contractual workers. The Board shall determine the job descriptions and compensation for staff and contractual workers.
• Section 3. Special Meetings. A special meeting of the board shall be held whenever called by the president or by a majority of the directors. Only such items and business as stated beforehand may be transacted at a special meeting. Each call for a special meeting shall be in writing, and shall state the time and place of such meeting.
Article V – Duties of Officers and Council Members
• Section 1. Duties of the President. The president shall be selected by the Board of Directors. The president shall be the ex officio member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of president of an association.
• Section 2. Duties of the Vice-President. The vice-president shall be selected from the membership of the board. In the absence or disability of the president, the vice-president shall perform the duties of the president.
• Section 3. Duties of the Secretary. The secretary shall attend all meetings of the members and of the Board of Directors, and shall ensure preservation of minutes of the proceedings of all such meetings. The secretary shall give all notices required by the statute, bylaws or resolution and shall perform such other duties as may be delegated by the Board of Directors.
• Section 4. Duties of the Treasurer. The treasurer shall oversee custody of all association’s funds and securities and shall oversee full and accurate accounts of all receipts and disbursements. The treasurer shall ensure that all moneys, securities and other valuable effects are deposited in the name of the association in such depositories as may be designated for that purpose by the Board of Directors. The treasurer oversee disbursement of the funds of the association as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the president and directors at the regular meetings of the Board, and whenever requested by them, an account of all their transactions as treasurer and of the financial condition of the association.
• Section 5. Duties of the Council Representatives. Rhode Island representatives to the NOFA Interstate Council shall attend council meetings and convey information between that council and the Rhode Island NOFA board and members. The board may designate one alternate among its members to perform these duties.
Article VI – Miscellaneous Provisions
• Section 1. Amendment of By-Laws. The by-laws may be amended by submitting proposed changes to a regular or special meeting of the board. Proposed changes will be circulated to members with an opportunity for feedback or amendments prior to the next board meeting. Voting on proposed changes will occur at the next board meeting. The board meeting will be open to members. Proposed amendments must be approved by a quorum of the board, as defined in Article III, Section 8.
• Section 2. Execution of Documents. The president or secretary of the corporation, as directed by the board of directors, may sign deeds, bonds, mortgages, leases, records, contracts, notes, releases, discharges, and other papers which are to be executed on behalf of the corporation, except where the Board of these by-laws require the signature of some other official or agent of the corporation.
All checks, drafts and orders for payment of money shall be signed in the name of the corporation by such officers or agents as the Board of Directors shall from time to time designate for that purpose.
• Section 3. Fiscal Year. The fiscal year of the Association shall run from January the 1st to December the 31st of a given calendar year.
• Section 4. Dissolution of the Association. In the event of the dissolution of the Northeast Organic Farming Association of Rhode Island, all assets of the association shall be transferred to another RI-based farming or food 501c3 or theNOFA Interstate Council.