THE SARATOGA FARMERS’ MARKET ASSOCIATION, INC
Governing Documents Amended and Ratified December 21, 2009

CONSTITUTION

ARTICLE I –NAME
The name of this organization shall be The Saratoga Farmers’ Market Association, Inc.

ARTICLE II –PURPOSE
The purpose of the Saratoga Farmers’ Market Association is to provide a service to the
Community in three ways:

I. Provides an economic market place for area farmers to sell their agricultural farm products. The primary aim of the market is to help promote small family farms.

2. Offers the consumer a source of quality, locally grown produce, scratch-made baked goods and foods, as well as a source of unique hand-crafted items made by area artisans.

3. Provides a center of activity in the market locations. Board approved displays, distribution of literature, games, and other activities are planned to encourage the whole family to come and stroll through the market area. This in turn stimulates other activities for the merchants in the market area and benefits the whole community.

ARTICLE Ill–MEMBERSHIP

Membership is open to any persons eighteen years of age or older who reside in and produce agricultural products, crafts or processed foods in Saratoga, Washington, Schenectady, or Rensselaer Counties of New York State (see rules and regulations II selling at market #2). Joint membership may be granted to the primary applicant and one partner. Members must agree to abide by the governing documents of the Association.

The Board of Directors is the sole authority in determining membership eligibility and accepting new members.

ARTICLE IV–OFFICERS AND BOARD OF DIRECTORS

At a regular membership meeting in December, officers of the Association will be elected by the membership. The officers will comprise the Board of Directors. Any member of the Association in good standing is eligible to run for an office. Only one person per membership may serve on the Board of Directors at the same time. Only one vote is permitted per board member even though a Board member may hold more than one office at any time. The following officers are to be elected annually and may not serve more than three consecutive one-year terms in the same office; terms start January I and run to December 31: President, Vice-President,
Secretary, Treasurer, Market Managers, Promotion Officer and Head Registrar. The term of the winter market manager shall run from May 1 – April 30.

ARTICLE V–MEETINGS

I. Regular membership meetings will be held in the months of March, April, November and December on the dates designated by the Board of Directors. Special meetings may be called at such other times as the Board feels necessary.

2. The Board of Directors shall meet as necessary to transact the business of the Association.

3. Members in good standing shall have the privilege of voting at all membership meetings. Members are allowed one vote per membership.

ARTICLE VI–NOMINATIONS FOR ELECTIONS

A Nominating Committee consisting of three members of the Association shall be appointed by the President. The committee will consist of one board member and two non-board members. The President shall designate a chairperson for the committee. The duties of the Nominating Committee will be to prepare a slate of officers, presented at the November membership meeting, for the annual elections to be held at the December meeting of the Association. Amended April 26, 2007.

ARTICLE VII–RECORDS

Every member shall have the right to examine, for any reasonable purpose, the books, records, roster of membership and other appropriate records of the Association. They may be examined by appointment only with the appropriate officer.

ARTICLE VIII–FISCAL YEAR

The fiscal year shall be March 1 through the end of February.

ARTICLE IX–SPENDING OF MONIES

Proceeds derived from annual membership fees and stall rental fees shall be used to pay expenses of the Association. Should the Association dissolve or become inoperative, any remaining money shall be disposed of according to the recommendation of the Board of Directors with the approval of the membership and consistent with applicable laws.

ARTICLE X- RULES AND REGULATIONS

The Rules and Regulations, formulated by the Board of Directors and approved by a majority of the members present at a membership meeting, shall be in effect until changed or amended. They may be amended by the Board of Directors with subsequent approval of the membership by a majority vote of the members present at a regular Association meeting. The membership shall be notified that the changes will be discussed and acted upon at said meeting.

ARTICLE Xl–AMENDMENTS

The Constitution and By-Laws may be amended at any membership meeting of the Association by a two-thirds vote of the members present, provided due notice of such proposed amendments be mailed, emailed or published in the newsletter by the Secretary to the entire membership not less than thirty days prior to the said meeting.

BY-LAWS

I. THE BOARD OF DIRECTORS

1. The duties of the Board of Directors shall be to transact all business of the Association, subject to membership approval where required.

2. The PRESIDENT shall call and preside over meetings, appoint and oversee committees, set agendas, be the official representative of the Association, and perform duties in the interest of the Association.

3. The VICE-PRESIDENT shall revise, maintain and enforce the Work-share guidelines, and perform duties of the President in his/her absence.

4. The SECRETARY shall keep a record of the proceedings of all meetings, a record of attendance at all meetings, send a written notice to all the members at least two weeks prior to each membership meeting unless published in the Newsletter, attend to all correspondence of the Association, and perform any duties for the Association assigned by the Board of Directors. All ratified amendments to SFMA governing documents must be recorded by the secretary and incorporated into both the minutes and the governing documents. The date of the revision should be stated in both documents. The secretary shall be insurance liaison with our insurance company.

5a. The TREASURER shall collect and hold all association money in bank accounts and pay all bills consistent with By-Law Section I #9.

5b. The Treasurer shall keep complete financial records and present a report to the president as requested, and to the members at each regular membership meeting of the Association. The Treasurer shall present a detailed year-end report to the Board of Directors and is responsible for preparing a preliminary budget for the upcoming year.
5c The treasurer shall also notify each member in writing of total stall fees, which shall be due in full by May 31.
5d. The Treasurer shall present the books and records annually to a financial review committee consisting of a minimum of two members appointed by the President. The review of finances should be completed with findings presented to the board by the March membership meeting.

6. The MARKET MANAGER for each designated market has complete authority to direct vendors, interpret and implement policy at the market site. No other officer is to direct members while at the market, nor is any other member to attempt to direct another vendor. The Market Managers shall designate another member to act on their behalf when they are unable to attend a market. The Market Manager shall fill out the incident reports as necessary.

7. The PROMOTIONS OFFICER shall coordinate advertising and publicity and shall be responsible for all special events, exhibits, games, entertainment, and demonstrations at the markets. The promotions officer may solicit volunteers to assist with special events, advertising, displays, exhibition and demonstrations. The promotions officer, in consultation with the market manager and market coordinator, shall also be responsible for directing individuals conducting or participating in special events.

8. The HEAD REGISTRAR shall keep records of all markets, have possession of market attendance books when markets are ended, create new listings for the following year, have an up-to-date file of all members and the attendance at designated markets, obtain market show permit numbers for the market locations, and file the New York State tax reports as required by law. The head registrar shall send a copy of the constitution and bylaws to nonmembers seeking a
membership application.

9. Any member who has been assigned a budget is responsible for that budget, collecting the bills, approving them and presenting them to the Treasurer for payment. However, proposed projects must receive approval from the Board prior to implementation.

10. In the event of any vacancy on the Board of Directors, the President shall appoint any member of the Association in good standing to fill the vacancy until the term expires.

11. Robert’s Rules of Order shall be followed at all meetings.

12. A committee shall be convened every three years to review and, if necessary,
suggest amendments to the association’s governing documents.

II SELLING AT THE MARKET

1. All vendors selling at the market must be members of the Association. The membership fee will be payable with the submittal of the application. If the completed application and the membership fee are not postmarked by the due date as specified on the application, the Board may terminate the membership status of the applicant, or assess a late fee. Vendors may share a space provided that each pays a separate membership fee and full stall fee, subject to the approval of the Board of Directors. When a member is awarded a market it is their responsibility to contact the head Registrar by April 15 if they are not able to attend that market. After this date they are responsible for all fees associated with those Market(s), regardless of their attendance. Vendors who opt for a daily fee schedule may not commit to a seasonal fee after markets have been awarded.

2. The season duration, days, times and locations for the markets will be established annually by the Board of Directors, subject to the approval of the membership.

3. Invoices for stall rental fees for the summer market will be sent to vendors with payment in full due by May 31. For the Winter Market, the whole fee is due by October 15. Failure to comply with this schedule may result in loss of the right to attend any Association market until the stall fees and penalties are paid in full. For the Winter Market, the whole fee is due by October 15. Failure to comply with this schedule may result in loss of the right to attend any Association market until the stall fees and penalties are paid in full. If not paid, members may be suspended for one year. New membership will not be considered until this debt is paid. Amended April 21, 2008.

4. If a person applies for market(s) and is unable to attend any closed markets due to the Board’s decision, that person’s name will be maintained on the waiting list and his/her membership fee will be reduced by 50%. If that individual does not wish to remain on the waiting list the membership fee will be returned.

5. Stall assignment criteria

· Length of time as a member.
· Spaces available at market.
· Participation in workshare program.
· Type of product.
· Full season vs. partial season market participant.
· Inconsistent attendance at market.
· Consistent failure to notify market manager of impending absence.
· Consistent late arrival at market.
· Repeated failure to notify market manager of impending late arrival.
· Consistent early departure from market, with or without notifying manager.
· Repeated uncooperative behavior toward other vendors.

6. Non-Member temporary vendors: Educational, nonprofit, community service or other individuals, organizations or groups can come to the market at the invitation of the promotions officer and the president pending space availability. Invited guests can display approved relevant items for sale during their performance/event. The purpose of invited guests at the Market is to enhance the Market and/or provide educational community service. This rule is in effect through the end of April 2008 and must be renewed for the 2008 summer market season. Added by a vote of the membership April 26, 2007.