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BC Association of Farmers' Markets

The BC Association of Farmers' Markets (BCAFM) is a provincially registered, non-profit association, run by a volunteer Board of Directors. Our membership includes farmers' markets, vendors and other interested groups and individuals.

About Us :: Constitution & Bylaws

Constitution & Bylaws

Constitution

1. The name of the society shall be: BC ASSOCIATION OF FARMERS' MARKETS
2. The purposes of the society are:
   1. to support British Columbia producers of agricultural products, food products, and crafts;
   2. to promote, educate, encourage, develop and support farmers' markets in the communities of BC;
   3. to educate the public to choose healthy British Columbia grown agricultural products to ensure a secure food system, to reduce the carbon footprint and to ensure the viability of farming into the future;
   4. to represent the farmers' markets of BC in all matters in which they are generally interested; and
   5. to advocate to industry, government, agencies, commissions and boards on matters which impact and interest the members.
3. The purposes of the society may be pursued in conjunction with other bodies having complimentary interests to that of the society. This provision is alterable.
4. The society shall be carried on without purpose of gain for its members and any profits or other accretions to the society shall be used for promoting its objects. In the event of winding up or dissolution of the society, funds and assets of the society remaining after the satisfaction of its debts and liabilities, shall be given to or distributed among such organizations concerned with promoting the same objects of the society as may be determined by the members of the society at the time of winding up or dissolution and if effect cannot be given to the aforesaid provision, then such funds shall be given to or distributed to such other charitable organizations recognized by Revenue Canada as being qualified as such under the provisions of the Income Tax Act, Canada from time to time in effect, the objects of which organizations in the opinion of the directors most closely accord with those of the society. This article is unalterable.

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Bylaws

Amendments to By-laws

Special Resolution to amend the bylaws:

26(1) To qualify for election as a director, a person must be a member of a farmers' market that is a member of the society and, before accepting nomination, provide to the president or the executive director of the society verification in writing, signed by the member market's president or secretary, that the membership of the member market have supported the nomination by way of an ordinary resolution.

26(2) Meeting attendance requirements for BCAFM board of directors

• It is the policy of BCAFM that board members must attend conference calls and meetings to maintain governance continuity, to be fully informed about the issues on which they will vote, and to meet their responsibility to contribute to the decisions the Board is required to make
• If a board member will be absent from all or part of any meeting, the board member is expected to contact the president ot executive director as soon as the need to be absent is known
• When a board member is absent from any conference call or board meeting, the president or executive director will contact the board member and remind him/her of the meeting attendance policy
• If a board member has three consecutive unexcused absences from the conference calls and face to face meetings, the board will ask to remove the board member
• The board members of BCAFM may declare the position vacant by a majority vote. The absent member will be notified by mail

Here set out, in numbered clauses, the bylaws providing for matters referred to in section 6(1) of the Society Act and other bylaws.

1. Interpretation:
   1. In these bylaws, unless the context otherwise requires:

      "associate member" — A person or organization (business, association, institution or government agency) that recognizes and supports the definition of "farmers' market", but is not operating a farmers' market. An Associate or non-voting member will pay a fee in support of the BCAFM;

      "directors" means the directors of the society for the time being;

      "farmers' market" means a market comprised exclusively (100%) of vendors who make, bake, grow or raise the products they sell, of which a majority of the vendors are selling farm products of British Columbia origin. These markets must be British Columbia non-profit organizations, whether incorporated or not, with at least 6 vendors, that operate for 2 or more hours per day for a minimum of 4 markets in a year;

      "registered address" of a member means the member's address as recorded in the register of members; and

      "Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it.

   2. The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
   3. Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
2. Membership:
   1. The members of the society are the applicants for incorporation of the society, and those farmers' markets that subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members. A farmers' market may apply to the directors for membership in the society and on acceptance by the directors is a member.
   2. A party qualifying as an associate member may apply to the directors for membership in the society and on acceptance by the directors is an associate member.
   3. Every member and associate member must uphold the constitution and comply with these bylaws.
   4. The amount of the first annual membership dues and any changes to those dues must be determined at the annual general meeting of the society.
   5. A member or associate member ceases to be a member of the society
      1. by delivering a cancellation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
      2. on his or her death or, in the case of a corporation, on dissolution,
      3. on being expelled, or
      4. on having been a member or associate member not in good standing for 12 consecutive months.
   6. A member or associate member may be expelled by a special resolution of the members passed at a general meeting.
   7. The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
   8. The member or associate member who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
   9. All members and associate members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.
3. Meetings of Members
   1. General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
   2. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
   3. The directors may, when they think fit, convene an extraordinary general meeting.
   4. Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.
   5. The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
   6. The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
4. Proceedings at General Meetings
   1. Special business is
      1. all business at an extraordinary general meeting except the adoption of rules of order, and
      2. all business conducted at an annual general meeting, except the following:
         1. the adoption of rules of order;
         2. the consideration of the financial statements;
         3. the report of the directors;
         4. the report of the auditor, if any;
         5. the election of directors;
         6. the appointment of the auditor, if required;
         7. the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
   2. Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.
   3. If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
   4. A quorum is 5 members present or a greater number that the members may determine at a general meeting.
   5. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
   6. Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
   7. If at a general meeting
      1. there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or
      2. the president and all the other directors present are unwilling to act as the chair,

      the members present must choose one of their number to be the chair.

   8. A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
   9. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
   10. Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.
   11. A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
   12. In the case of a tie vote, the chair does have a tie breaking vote if the vote to which he or she may be entitled as a member was not exercised.
   13. A member in good standing present at a meeting of members is entitled to one vote. Associate members may participate in the proceedings but do not have a vote.
   14. Voting is by show of hands.
   15. Voting by proxy is not permitted.
   16. A member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes with respect to a meeting of the society.
5. Directors and Officers
   1. The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to
      1. all laws affecting the society,
      2. these bylaws, and
      3. rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.
   2. A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
   3. The president, vice president, secretary, treasurer and one or more other persons are the directors of the society. The secretary and treasurer may be the same person.
   4. The number of directors must be at least 5 but not more than 9.
   5. To qualify for election as a director, a person must be a member of a farmer's market that is a member of the society and, before accepting nomination, provide to the president of the society verification in writing, signed by the member market's president or secretary, that the membership of the member market have supported the nomination by way of an ordinary resolution.
   6. At the first annual general meeting, five directors shall be elected for a two year term and then four directors shall be elected for a one year term. Thereafter, the term of office for a director shall be two years. A director can only serve for three consecutive terms.
   7. Any vacancies not filled by the election may be filled by the directors who are elected, provided five or more of them have been elected.
   8. An election may be by acclamation; otherwise it must be by ballot.
   9. The election will be for directors and the directors, at their first meeting following their election, shall elect a president, vice-president, secretary and treasurer.
   10. The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
   11. A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.
   12. If a director resigns his or her office or otherwise ceases to hold office, the remaining directors may appoint a person qualified to be elected as a director to take the place of the former director.
   13. An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.
   14. The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
   15. A director must not be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.
6. Proceedings of Directors
   1. The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
   2. The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
   3. The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.
   4. A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
   5. The directors may delegate any, but not all, of their powers to committees consisting of directors or other persons as they think fit.
   6. A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
   7. A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.
   8. The members of a committee may meet and adjourn as they think proper.
   9. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
   10. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
       1. a notice of meeting of directors is not required to be sent to that director, and
       2. any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
   11. Questions arising at a meeting of the directors or a committee appointed by the directors must be decided by a majority of votes.
   12. In the case of a tie vote, the chair has a second or casting vote.
   13. A resolution proposed at a meeting of directors or of a committee need not be seconded, and the chair of a meeting may move or propose a resolution.
   14. A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.
7. Duties of Officers
   1. The president presides at all meetings of the society and of the directors.
   2. The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.
   3. The president must be a signing officer of the society.
   4. The vice president must carry out the duties of the president during the president's absence.
   5. The secretary must do the following:
      1. conduct the correspondence of the society;
      2. issue notices of meetings of the society and directors;
      3. keep minutes of all meetings of the society and directors;
      4. have custody of all records and documents of the society except those required to be kept by the treasurer;
      5. have custody of the common seal of the society;
      6. maintain the register of members.
   6. The treasurer must
      1. keep the financial records, including books of account, necessary to comply with the Society Act, and
      2. render financial statements to the directors, members and others when required.
   7. The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.
   8. If a secretary treasurer holds office, the total number of directors must not be less than 5.
   9. In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
8. Seal
   1. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
   2. The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.
9. Borrowing
   1. In order to carry out the purposes of the society the directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
   2. A debenture must not be issued without the authorization of a special resolution.
   3. The directors may borrow up to $2,000 by a resolution of a majority of the directors present. The directors may not borrow more than $2,000 nor incur debt greater than $2,000 without first having the approval of the members by ordinary resolution.
10. Auditor
    1. This Part applies only if the society is required or has resolved to have an auditor.
    2. The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
    3. At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
    4. An auditor may be removed by ordinary resolution.
    5. An auditor must be promptly informed in writing of the auditor's appointment or removal.
    6. A director or employee of the society must not be its auditor.
    7. The auditor may attend general meetings.
11. Notices to Members
    1. A notice may be given to a member, either personally or by mail to the member at the member's registered address.
    2. A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
    3. Notice of a general meeting must be given thirty days in advance to
       1. every member shown on the register of members on the day notice is given, and
       2. the auditor, if Part 10 applies.
    4. No other person is entitled to receive a notice of a general meeting.
12. Bylaws
    1. On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.
    2. These bylaws must not be altered or added to except by special resolution.

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