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Hawaii Organic Farmers Association
I
BY-LAWS OF
HAWAII ORGANIC FARMERS ASSOCIATION
(as amended
10/14/06)
Article
I. Name and Purpose
Section 1.
Name. The name of the organization is Hawaii Organic Farmers Association
referred to hereafter as HOFA.
Section 2.
Purpose. To establish a
non-profit organization to:
A. promote
organic agriculture.
B. promote
and support research, development and education in the field of organic
agriculture.
C. administer
an organic certification program.
Article II. Description
HOFA is a registered non-profit incorporated
association, which is a non-political membership organization.
HOFA shall be a statewide organization consisting of Chapters.
Article
III. Membership
Section 1.
Membership. The
qualifications and rights of the members are as follows:
A. Members
are individuals, cooperatives, corporations and organizations of the State of
Hawaii who are actively engaged in organic farming, organic market gardening or
are interested in the advancement of organic agriculture and who are associated
with organic agriculture through government service, educational and research
services, technical support services and other related services.
Members shall have the right to vote.
Section 2. Voting Right of Members.
At every meeting of members, each Member shall be entitled to vote in
person or by proxy. Each member of
the corporation shall be entitled to one (1) vote.
Section 3.
Termination of Membership.
The Board of Directors, by affirmative vote of two-thirds (2/3) of all of
the members of the Board, may suspend or expel a member for cause after an
appropriate hearing, and may, by a majority vote of those present at any
regularly constituted meeting, terminate membership of any member who becomes
ineligible for membership, or suspend or expel any member who shall be in
default in the payment of dues for the period fixed in these By-Laws.
Section 4.
Transfer of Membership. Membership
in this corporation is not transferable or assignable.
Article IV.
Fees
Section 1.
Annual Membership runs for twelve months from the month of initial dues
payment. Members may join at any time subject to conditions in Article III,
Section 1A. Dues will not be
pro-rated. Members shall be in
default of the payment of dues if dues are not paid within ninety (90) days of
the start of their membership year or within ninety (90) days of approval of new
membership.
Section 2.
Membership Dues. The Board
of directors shall determine dues and other fees for membership.
Article V. Certification
Standards and Requirements
Section 1. Organic certification is conducted by a third party
inspection.
Section 2. All members who are certified by HOFA shall be in compliance
with Federal Standards as
defined in the Federal Organic Rule.
Article
VI. Chapter Standards and Requirements
Chapters formed to represent HOFA at the regional
level must comply with the standards and requirements for chapters as
established in the HOFA Memorandum of Agreement for Chapter Formation and
Operation.
Article
VII. Meetings of Members
Section 1.
General Meetings.
A.
Annual Meeting. An annual meeting of the
members shall be held each year for the purpose of nominating Directors and for
the transaction of other business that may come before the meeting.
Written notification of the time and place of the meeting shall be mailed
to the members at least fourteen (14) days in advance of the date of the
meeting.
B.
Special Meetings. A special meeting of
Members may be called either by the Board of Directors at their own discretion
or at the request of at least five (5) members.
Notice of the date, place and purpose of the meeting shall be sent or
given to the members at least ten (10) days in advance.
Section 2.
Quorum.
At any general meeting, properly called, those eligible voting members
present shall constitute a quorum.
Section 3.
Proxy. At any general
meeting, every member entitled to vote shall have the right to do so either in
person or by written proxy signed by the voting member.
Such proxy must be filed with the Secretary and is valid for sixty (60)
days from the date of its execution.
Section 4.
Voting. Only members who
have paid their dues are entitled to vote.
The President shall vote only in case of a tie.
Voting - unless otherwise specified herein - shall be by voice, show of
hands, or ballots.
Article
VIII. Board of Directors
Section 1:
Number
and Qualifications. The Board shall consist of no less than five (5) and no more
than seven (7) Directors, all of whom shall be members in good standing of the
Corporation and shall have expressed a willingness to serve.
Directors shall be designated to represent the Chapters.
A. Members certified by the Corporation shall be eligible to serve on the Board only as permitted by the Federal Organic Rule.
Section 2.
Election and Term of Office.
Directors shall be nominated at the Annual Meeting and elected thereafter
by ballots mailed to all members in good standing.
Directors shall hold office for two years and/or until their successors
have been elected and qualified according to these By-Laws.
The Board shall be elected to serve staggered terms such that in the
initial election under these By-Laws, one half or more of the Directors shall be
elected for two year terms and one half or less shall be elected for one year
terms. Subsequent to the initial
election under these By-Laws, annual elections will be held to fill any
vacancies on the Board.
Section 3. Nominations. A Nominating Committee
composed of at least three (3) members shall be appointed each year by the
President with the approval of the Board of Directors, 90 days before the Annual
Meeting and election. The
Nominating Committee shall nominate qualified members to fill the Board of
Directors and shall coordinate and supervise the election of all Directors.
Section 4.
Resignation/Removal. Any
director may resign at any time by giving written notice of such resignation to
the Board of Directors. Any
Director may be removed from office at any time with of without cause and
another elected in his or her place to serve for the remainder of the term by
the affirmative vote of the majority of votes entitled to vote at any special
meeting of the members called for such purpose.
Any vacancy not filled by the members at such special meeting shall be
filled by the Board in accordance with these By-Laws.
Section 5.
Vacancy.
Any vacancy in the Board of Directors, including a vacancy created by an
increase in the number of Directors, occurring during the year may be filled for
the unexpired portion of the term by the affirmative vote of two-thirds (2/3) of
the remaining Board of Directors. Any
Director so elected by the Board of Directors shall hold office until the next
succeeding Annual Meeting of the members or until the election and qualification
of his or her successor.
Section 6.
Compensation. No Director
shall receive any salary for his services as such Director.
However, upon approval of the Board, a Director may be reimbursed for
reasonable, substantiated expenses incurred in the performance of official
duties for the Corporation.
Article
IX. Meetings of the Board of Directors
Section 1.
Organizational Meeting. As
soon as practicable after the election of Directors, the Board shall hold a
meeting for the purpose of organization, election of officers, and such other
business that may come before the meeting.
Section 2. Regular Meetings.
The Board of Directors may provide by resolution the time and place,
within the State of Hawaii, for the holding of regular meetings of the Board
without other notice than such resolution provided that not less than two
regular meetings be held annually.
Section 3. Special Meetings.
Special meetings of the Board for any purpose shall be called at any time
or place by the President, or in the case of his absence, inability or refusal
to act, by the Vice-President, or by any two (2) Directors.
Notice of the time and place of any special meeting of the Board of
Directors shall be given to each Director at least ten (10) days before the
meeting.
Section 4. Quorum
and Proxy. At all meetings of the Board of Directors, a majority of the
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the Directors at any
meeting at which there is a quorum shall be regarded as the act of the Board.
At all meetings of the Board, voting by proxy shall not be permitted.
Transaction of business outside of a meeting shall be accomplished by
notifying all Board members in writing of the proposed action.
Written or verbal response from a majority of the Board is required for
the transaction of business outside of meetings.
Section 5.
Powers and Duties.
Subject to the limitations of these By-Laws, all corporate powers shall
be exercised by, or under the authority of, and the affairs and business of the
Corporation shall be controlled by the Board.
It is hereby expressly declared that the Board shall have the following
powers:
A.
To select and remove officers, agents and employees of the Corporation, to
prescribe such duties for them as may not be inconsistent with law or these
By-Laws.
B.
To conduct, manage and control affairs and business of the Corporation and to
make such rules and regulations that are not inconsistent with the law or these
By-Laws, as they deem necessary.
C.
To establish membership in the following Standing Committees: Nominating
Committee and Certification Committee. It
may establish other committees, standing or ad hoc, as it deems necessary and
establish the membership thereof.
In
addition, the duties of the Board shall be as follows:
D.
The Board shall keep all records and make all reports as may be required by law
or these By-Laws.
E. A
proposed budget developed by the HOFA staff, treasurer, and accountant shall be
presented to the Board at their first organizational meeting after annual
elections. The Board shall adopt an
operating budget for the ensuing year as soon as practicable thereafter.
Said budget shall include anticipated receipts and proposed expenditures.
F.
Each Director may be designated to represent one or more of the Chapters to the
Board. In the event that a Chapter elects officers from its membership, the
designated Director shall be notified of all meetings.
Article
X. Officers
Section 1. Number and Qualifications. The officers of the Corporation shall be the President,
Vice-President, Secretary, and Treasurer. Only
members in good standing who have been duly elected as Directors shall be
elected as President, Vice-President, Secretary and Treasurer.
Section 2. Election. The
President, Vice-President, Secretary and Treasurer of the Corporation shall be
elected at the annual Organizational Meeting and shall be elected for a one (1)
year term. No individual shall be
eligible to serve in the same office for more than two (2) consecutive terms.
Section 3.
Removal. Any officer elected
or appointed by the Board of Directors or by a Director may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the membership rights of the officer so removed.
Section 4.
Vacancies. In case any
office of the Corporation becomes vacant by death, resignation or removal, the
majority of the Directors then in office may elect an officer to fill such
vacancy, and the officer so elected shall hold office and serve until the next
annual election of the Board is finalized.
Section 5.
The President shall be the principal executive officer of the Corporation
and shall in general supervise and control all the business and affairs of the
Corporation. The President shall
preside at all meetings of the Corporation, other than Chapter Meetings, and
shall have such powers and duties as from time to time may be prescribed by the
Board or By-Laws.
Section 6.
The Vice-President shall, in
the absence of the President, perform all of the duties of President, and when
so acting shall have all the powers of, and be subject to all the restrictions
upon the President. The
Vice-President shall be a member of the Certification Committee and shall have
such powers and duties as from time to time may be prescribed by the Board or
By-Laws.
Section 7.
The Secretary shall keep a complete record of minutes of all meetings of
the Corporation, other than Chapter Meetings, including the time and place of
the meeting, whether regular or special, and if special how it was authorized,
the names of those present at Board Meetings and the number of members present
at meetings of members, the existence of a quorum and the proceedings thereof.
The Secretary shall keep a roster of the membership showing names and
address of the membership and shall give all notices of meetings as required by
these By-Laws. The Secretary shall have custody of the Corporate Seal and
shall make copies of the minutes available to the Board and members upon
request. The Secretary shall have
such powers and duties as from time to time may be prescribed by the Board or
By-Laws. The Secretary can delegate the
administrative duties to the HOFA office staff.
Section 8. The Treasurer shall keep and maintain accounts of all
business transactions of the Corporation and shall deposit and disburse with the
funds of the Corporation in accordance with policy set by the Board.
The Treasurer shall render an account of transactions conducted and of
the financial status of the Corporation to the President and the Board, whenever
requested, and shall report the same at the Annual Meeting.
The Treasurer shall have such powers and duties as from time to time may
be prescribed by the Board or By-Laws. The
Treasure can delegate the administrative duties to the HOFA office staff.
Article XI. Committees
Section 1. Standing Committees shall consist of at least three
(3) members including the chairperson who have expressed a willingness to serve
in this capacity. Unless otherwise
specified in these By-Laws, Standing Committees shall be formed by the Board to
address ongoing issues and shall be empowered to carry out specific duties as
established by the Board and By-Laws. The
Chairpersons of Standing Committees may be asked to report at meetings of the
Board and shall report at the Annual Meeting.
Section 2. In addition to the Nominating Committee for which provision
is made in these By-Laws, the following Standing Committee shall be established:
A. The
Certification Committee shall develop the methods and means of
certification, specify standards, and shall specify the administration of a
certification program. The
Certification Committee shall meet on an annual basis and shall have such powers
and duties as from time to time may be prescribed by the Board or By-Laws.
Section 3.
Ad Hoc Committees shall be formed by the Board to address a specific
purpose and shall consist of H.O.F.A. members of good standing.
Ad Hoc Committees may be asked to report to the President or Directors
and shall be dissolved upon completion of purpose.
Article
XI. Labeling
The H.O.F.A. name or logo is for use by certified
members only and may only be used on a product that is in full compliance with
H.O.F.A. standards. The name and
logo of represent the integrity of H.O.F.A. and its willful misuse shall result
in the loss of membership.
Article
XIII. Indemnification
The corporation shall indemnify the members of the
Board of Directors, all corporate committees, and corporate agents and employees
to the full extent allowed by laws governing nonprofit corporations in the State
of Hawaii.
Article
XIV. Board of Trustees
The HOFA Board of Directors shall form a Board of
Trustees to act in an advisory capacity to the organization.
The Directors shall invite from within and outside the HOFA membership
persons in and beyond Hawaii to serve as trustees.
Criteria for choosing a trustee shall be based on either an abiding
interest and experience in the development of organic agriculture, or a
distinguished reputation in organic agriculture through farming and research.
The purpose of the Board of Trustees shall be to lend credibility to the
organization. The role of a trustee
shall be to represent HOFA to the general public and to be available to the
Directors to advise on issues needing clarification. Trustees shall be invited to serve or be removed by the Board
of Directors at any time,
and there shall be no limit to a trustee’s term providing he/she remains
willing to serve the organization and the goals of HOFA.
Trustees shall be invited to attend all meetings of the Board of
Directors and participate as advisors.
Article XV. Procedures
Section 1.
By-Laws. The By-Laws may be
changed, amended or repealed by the vote of a simple majority of the members at
an Annual Meeting or Special Meeting called for such purpose, provided that the
notice for such meeting shall have stated the purpose and the proposed change,
amendment or repeal.
Section 2. Procedure. Robert's Rules of Order govern.
Hawaii Organic Farmers Association (HOFA)
P.O. Box 6863, Hilo, HI 96720
Phone: (808) 969-7789 Fax:
(808) 969-7759
Email: hofa@hawaiiorganicfarmers.org
Copyright 2002