The Massachusetts chapter of the Northeast Organic Farming Association. NOFA/Mass welcomes everyone who cares about food, where it comes from and how it’s grown

Growing Organically Since 1982

Proposed changes to NOFA/Mass by-laws

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This article comes from the NOFA/Massachusetts 2016 November Issue Newsletter

While reading through the NOFA/Mass by-laws recently, I realized that there were some out-of-date and very minor inaccurate aspects.  The board has approved these proposed changes, and we need to publish this to the membership 60 days prior to the annual meeting on January 14, 2017, to give you all a chance to read over them before we bring these changes to a vote at the end of the meeting.  For those of you who love these things, read ahead! See changes colored in red. 

Northeast Organic Farming Association / Massachusetts Chapter, Inc.: By-Laws

revised January 26, 2002, January 25, 2003, January 19, 2008 and January 17, 2009

Article I   Name, Purposes, Location, Corporation Seal and Fiscal Year

Section 1.  Name. The name of the corporation shall be the Northeast Organic Farming Association/Massachusetts Chapter, Inc. (NOFA/Mass).

Section 2.  Purposes.  The purposes of the corporation shall be as follows:

a) to educate members and the general public about the benefits of a local organic food system based on complete cycles, natural materials and minimal waste for the health of individual beings, communities and the living planet;

b) to disseminate information about the practices and principles of organic farming and gardening and to refine organic growing practices through research and farmer-to-farmer exchange;

c) to demonstrate through example and replication the feasibility and benefits of restoring local agriculture;

d) to provide not-for-profit cooperative marketing and agricultural buying services for Massachusetts organic growers and encourage cooperation among farmers, growers and their customers;

e) to promote the application of organic principles to activities involving land and food.

                    The corporation shall operate exclusively for charitable and educational purposes and shall have the authority to exercise all the powers conferred upon corporations formed under Massachusetts General Laws Chapter 180, and all the powers conferred upon corporations by Chapter 156b, section 9 excepting paragraph (m) and chapter 156b section 9a including but not limited to the power to accept donations of money and property, provided that only such powers shall be exercised as are permitted to be exercised by a non-profit corporation which qualifies as a corporation described in section 501(c)(3) of the Internal Revenue Code of 1954 as amended, nor shall the corporation engage directly or indirectly in any activity which could cause the loss of such qualification.

Section 3. Location.

                    The principal office of the corporation shall be NOFA/Mass, 411 Sheldon Rd., Barre, MA 01005. The directors may change the location of the principal office effective upon filing a certificate with the Secretary of the Commonwealth of Massachusetts. The corporation may have such additional offices either within or without the Commonwealth of Massachusetts as the Board of Directors may determine from time to time.

Section 4. Corporate Seal.

                    The Board of Directors may adopt and alter the seal of the corporation.

Section 5. Fiscal Year.

                    The fiscal year of the corporation shall end on December 31 in each year.

Article II  Members

Section 1. General Membership.

                    Membership shall be open to all those who support the purposes of the corporation and who pay the requisite membership fees.

Section 2. Membership Categories.

>                    Categories of membership shall be: low income, individual, family/small farm/organization, large farm/business, premier business, supporting, and lifetime.  Such categories and related membership fees may be reviewed by the general membership at the annual meeting.

Section 3. Annual Meeting.

                    The purpose of the NOFA/Mass annual meeting is to provide an open forum for general membership to discuss matters of policy; to vote on proposed by-law changes; to review membership categories and related fees; and to elect members to the Board of Directors. The annual meeting shall be held in fall or winter, the exact date to be determined by the Board of Directors at least 60 days prior thereto. Notice of the exact time, place and date of said meeting shall be mailed to the last known post office address of each member in good standing. Notice of said annual meeting shall be mailed to membership at least 30 days before the meeting. Such notice shall include an agenda specifying those issues which the general membership is requested to address.

Section 4. Special Meeting.

                    Special meetings of the general membership may be called from time to time, either by the Board of Directors or by a petition to the Board by at least thirty members in good standing. The Board, within fourteen days after it convenes to review such petition, or within thirty days of its receipt, whichever is sooner, shall notify the general membership of such meeting by mail Such notice shall include an agenda specifying those issues which the general membership is requested to address. If no Board meeting is scheduled at the time such petition is received, it shall be the responsibility of the Secretary to notify the general membership by mail.

                    Said special general membership meeting shall be convened from 30 to 60 days after notice to the general membership is mailed.

Section 5.  Membership Records.

                    The Secretary of the corporation shall be responsible for maintaining records of membership. It shall be the responsibility of each individual member to inform the Association of any change in address.

Article III  Board of Directors

Section 1. Election, Numbers, and Tenure.

Directors shall jointly present to the membership a slate of eleven nominations to the Board of Directors.  At each annual meeting, the directors shall be elected to a term of one year.

Section 2.  Powers.

                    In general the business, property and affairs of the corporation shall be managed by the Board of Directors who shall be members of the corporation and shall have and may exercise all the powers of the corporation except those powers reserved for the general membership by law, the Articles of Organization, these by-laws, or by a majority vote of the general membership at an annual or special meeting.

                     The Board of Directors shall conduct, manage and control the affairs of the corporation, and make such decisions not inconsistent with these by-laws or the laws of the United States of America or the Commonwealth of Massachusetts, as they deem necessary or proper for the guidance of committees or staff and for the management of the affairs of the corporation. These powers shall include:

                    a) the power to propose amendments to the by-laws to the general membership including the fixing and altering of the number of directors provided that the Board shall not make or alter any by-law or by-laws fixing the qualifications or term of office of any member(s) to the then existing Board

                    b) the power to elect officers, consistent with Article 2, section 3;

                    c) the power to remove officers or agents whenever in the judgment of the Board the interests of the corporation will be served thereby;

                    d) the power to constitute committees;

                    e) the power to require bonds; and

                    f) the power to approve financial transactions.

Section 3. Duties of the Board.

                    It shall be the responsibility of the Board of Directors to conduct a yearly evaluation of the programs of the corporation and to report same to the general membership. Board members shall attend all regularly scheduled meetings of the Board and shall serve on at least one of the standing committees of the Board.

Section 4.  Committees.

                    The directors may constitute one or more committees to carry out specific work on behalf of the corporation, the membership of such committees being drawn from general membership. Any action taken by such committees on behalf of the corporation shall require the prior approval of the board of directors: the designation of such committees and the delegation of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon it or him or her by law.

Section 5. Vacancies.

                    Vacancies in the Board of Directors shall be filled by appointment made by the remaining directors. Each person so appointed shall remain a director until his or her successor has been elected by the general membership at the next annual meeting or at the next special meeting called for that purpose.

                    The Board may determine a seat to be vacant by accepting the resignation of a director or by vote, if a director has missed during the year term three regularly scheduled meetings of which he or she was reasonably notified. Removal of a Board member in such a manner shall be by the unanimous vote of members present at a duly constituted and regularly scheduled Board meeting. For this purpose only, members considered for removal need not be counted in determining a quorum.


Section 6.  Meetings of the Board of Directors.


                    Meetings of the Board of Directors may be held at such places and at such time as the directors may determine with each being scheduled at or before the close of the previous meeting. Such meetings shall be open to the general membership, except at such times as the Board convenes in executive session.

Section 7.  Quorum.

                    At any meeting of the directors a majority of the directors then in office shall constitute a quorum for the transaction of business.

Section 8.  Action by Vote.

                    Unless otherwise provided by law, the Board of Directors shall use a consensus decision-making process in conducting business and making decisions at meetings. To make any decisions, the Board of Directors must have a quorum present. In the event consensus agreement cannot be achieved, a voting procedure is required by law, each director having one vote.  A simple majority shall decide any question unless otherwise provided by law, these by-laws or the Articles of Organization.

Section 9. Action by Phone or Mail

                    If and when a majority of the directors shall severally or collectively consent by phone or in writing to an action to be taken by the corporation, such action shall be as valid as though authorized by a meeting of the Board, but shall be subject to ratification at the next Board meeting.

Article IV   Officers of the Corporation

Section 1. Number and Qualifications.

                    The officers of the corporation shall be a President and/or co-presidents, one or more Vice Presidents, Secretary, a Treasurer and such other officers and agents as the Board may deem necessary. The Treasurer and Secretary shall be residents of the Commonwealth.

Section 2.  Selection and Tenure.

                    Pursuant to Article 2, Section 3, the officers shall be elected by the Board of Directors at its first meeting following the annual meeting of the general membership. They shall serve for a term of one year and until their successors are chosen.

Section 3.  President.

                    The President shall be selected by and from the membership of the Board of Directors. The President shall be the chief executive officer of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. The President shall be ex officio a 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 the corporation. The term of the President shall be for one year.

Section 4 .Vice President(s).

                    The Vice President(s) shall be selected by and from the membership of the Board of Directors and shall perform the duties and exercise the powers of the President during the absence or disability of the President.

Section 5. Secretary.

                    The Secretary shall be selected by and from the membership of the Board of Directors and shall attend all meetings of the members and of the Board of Directors. He or she shall preserve in books of the corporation true minutes of the proceedings of all such meetings. The Secretary shall safely keep in his or her custody the corporate seal and shall have authority to affix the same to all notices required by statute,  laws, or resolutions and shall perform such duties as may be delegated by the Board of Directors.

Section 6. Treasurer.

                   The Treasurer shall be selected by and from the membership of the Board of Directors and shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements. The Treasurer shall oversee the deposit of all monies, securities and valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Board of Directors. The Treasurer shall oversee the disbursement of the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors at regular meetings by the Board and, whenever requested by them, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. If required by the Board, the Treasurer shall deliver to the President of the corporation, and shall keep in force a bond, in form, amount and with a surety or securities satisfactory to the Board conditioned for faithful performance of the duties of his or her office and for restoration to the corporation in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in the Treasurer’s possession or control belonging to the corporation.

Section 7. Executive Committee

                    The Executive Committee shall consist of the Board member officers of the corporation plus any other members designated by the Board of Directors.  Executive Director acts as ex-officio member. The Executive Committee shall be given the power to act on behalf of the Board of Directors in situations where it is not feasible for the entire Board to convene. All decisions of the Executive Committee require unanimous consent. Quorum for Executive Committee decisions is 75%. Decisions may be taken at a meeting or members may be polled by phone or email.  Members must respond within 48 hours of notification for their vote to count. The Board of Directors shall review and pass on all decisions of the Executive Committee at its next meeting.

Article V   Miscellaneous Provisions

Section 1. 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 and discharges and other papers which are to be executed on behalf of the corporation except where the Board or 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 and shall be countersigned by such officers or agents as the Board of Directors shall from time to time designate for that purpose.

Section 2. Records.

                    A copy of the corporation’s Articles of Organization, these by-laws and all amendments thereto, records of all meetings of the Board and general membership, and all other such shall be kept in Massachusetts at the principal office of the corporation. They shall be available to all members of the corporation and all members of the Board of Directors at any reasonable time.

Section 3. Funding of NOFA/Mass Operating Expenses/Projects.

                    Dues, income and other revenue shall be used to support the work of the corporation and its projects. Expenditures require prior approval of the Board of Directors.

Section 4. Non-discriminatory Policy.

              The corporation will admit to its membership persons of any race, gender, color, or sexual orientation, national or ethnic origin and will grant to such members all rights, privileges and access to activities accorded to general membership by these by-laws or any amendments thereto.

Section 5.  By-laws Change.

                    Amendments to these by-laws may be proposed by a majority of the Board of Directors, or by petition of at least fifteen NOFA/Mass members in good standing. They then require the approval of a 2/3 majority of the general membership, voting at an annual or special meeting with a quorum of 5% of the general membership present. Members at such meetings may amend only those sections of the by-laws in the meeting announcement, except that they shall make other sections consistent with any amendments then made.

Section 6.  Dissolution.

                    Upon the termination, dissolution or winding up of the corporation in any manner for any reason, its assets, if any, remaining after payments (or provision for payment) of all liabilities of the corporation shall be distributed for, and only for, one or more scientific or educational purposes, or for the primary purpose of promoting social welfare, or, for other exempt purposes as described in Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or chosen by the Board.

Section 7. Indemnification.

                    Any person who at any time shall serve, or shall have served, as a director or as an officer or as any agent, representative, or employee of the corporation, or any other enterprise at the request of this corporation and the heirs, executors, and administrators of such person, shall be indemnified by the corporation against all costs and expenses (including but not limited to counsel fees, amounts of judgments paid, and amounts paid in settlement) reasonably incurred in conjunction with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or other, in which he or she may be involved by virtue of being or having been such director or officer or agent, representative, or employee, whether or not such conduct was in conformity with any corporate policy and whether or not he or she was successful in such defense; provided, however, that no reimbursement shall be made for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of this corporation.

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