SOUTHERN OREGON GROWERS ASSOCIATION
ARTICLE I: PURPOSES
SECTION A: PURPOSES:Southern Oregon Growers Association is organized for charitable and educational purposes to advance agricultural economic development and public awareness of the benefits of locally produced farm direct products; by specifically providing producers with facilities, sites and services to market their agricultural products; providing consumers with a market for purchasing farm products directly from the producer; collecting and disseminating information concerning the more direct availability of farm products to the consumer; promoting increased cooperation among farmers; educating and informing farmers of appropriate and alternative cultural approaches, production practices and markets; to promoting and developing potential group activity in the acquisition of agricultural inputs; encouraging and assisting young people to become farmers; promoting and sponsoring any fairs, shows, exhibitions, conferences and workshops for the general betterment of agriculture in Southern Oregon. This organization also includes promotion of agricultural related crafts and processed foods through use of its facilities, sites and services as well as its educational programs.
SECTION B: NAME AND OFFICE: The name and of the corporation shall be the Southern Oregon Growers’ Association. The principal office of the corporation shall be in Josephine County, Oregon.
ARTICLE II: MEMBERSHIP
SECTION A: GENERAL MEMBERSHIP: The membership of this Corporation shall be either active or honorary. All dues are payable to the Treasurer of the Corporation.
SECTION B: ACTIVE MEMBERS: Any natural person interested in promoting the goals of the Organization may become an active member upon application and acceptance by the Board of Directors and payment of dues.
SECTION C: HONORARY MEMBERS: Any natural person may become an honorary member of the Corporation upon a majority vote of the Board of Directors. No dues shall be charged honorary members. No honorary members. No honorary member shall exercise any voting rights in the Corporation.
SECTION D: TERMINATION OF MEMBERSHIP: The Board of Directors by an affirmative vote of two-thirds of the entire Board may for cause suspend for a fixed period of time or expel a member after an adversary hearing. Any member has a right to notice before such action is taken against him. Cause shall be deemed to include but not limited to: (1) Failure to submit to or abide by any decisions made by the Board of Directors or to accept any ruling of the Membership, (2) Selling or offering for sale any products not grown by the seller or his immediate family, provided there shall be no violation if an agency or organizational relationship is established according to the provisions of the By-laws, or other regulations, (3) Failure to pay dues for the period fixed by these By-laws, and (4) Failure to adhere to an ethical code governing conduct of sales as adopted by the Board of Directors.
ARTICLE I: PURPOSES
SECTION A: PURPOSES:Southern Oregon Growers Association is organized for charitable and educational purposes to advance agricultural economic development and public awareness of the benefits of locally produced farm direct products; by specifically providing producers with facilities, sites and services to market their agricultural products; providing consumers with a market for purchasing farm products directly from the producer; collecting and disseminating information concerning the more direct availability of farm products to the consumer; promoting increased cooperation among farmers; educating and informing farmers of appropriate and alternative cultural approaches, production practices and markets; to promoting and developing potential group activity in the acquisition of agricultural inputs; encouraging and assisting young people to become farmers; promoting and sponsoring any fairs, shows, exhibitions, conferences and workshops for the general betterment of agriculture in Southern Oregon. This organization also includes promotion of agricultural related crafts and processed foods through use of its facilities, sites and services as well as its educational programs.
SECTION B: NAME AND OFFICE: The name and of the corporation shall be the Southern Oregon Growers’ Association. The principal office of the corporation shall be in Josephine County, Oregon.
ARTICLE II: MEMBERSHIP
SECTION A: GENERAL MEMBERSHIP: The membership of this Corporation shall be either active or honorary. All dues are payable to the Treasurer of the Corporation.
SECTION B: ACTIVE MEMBERS: Any natural person interested in promoting the goals of the Organization may become an active member upon application and acceptance by the Board of Directors and payment of dues.
SECTION C: HONORARY MEMBERS: Any natural person may become an honorary member of the Corporation upon a majority vote of the Board of Directors. No dues shall be charged honorary members. No honorary members. No honorary member shall exercise any voting rights in the Corporation.
SECTION D: TERMINATION OF MEMBERSHIP: The Board of Directors by an affirmative vote of two-thirds of the entire Board may for cause suspend for a fixed period of time or expel a member after an adversary hearing. Any member has a right to notice before such action is taken against him. Cause shall be deemed to include but not limited to: (1) Failure to submit to or abide by any decisions made by the Board of Directors or to accept any ruling of the Membership, (2) Selling or offering for sale any products not grown by the seller or his immediate family, provided there shall be no violation if an agency or organizational relationship is established according to the provisions of the By-laws, or other regulations, (3) Failure to pay dues for the period fixed by these By-laws, and (4) Failure to adhere to an ethical code governing conduct of sales as adopted by the Board of Directors.
SECTION E: RESIGNATION: Any member may resign by filing a written resignation with the Secretary, but such a resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION F: REINSTATEMENT: Upon written request signed by the former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the entire Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
SECTION G: Members of other like associations are welcome to participate in our functions under authorization of the Board of Directors.
ARTICLE III: DIRECTORS AND OFFICERS
SECTION A: GENERAL POWERS: The affairs of the corporation shall be managed by its Board of Directors. The Directors must be elected by the membership, be active members of the Association, and the majority reside in the State of Oregon, Josephine County. The Board of Directors shall consist of the Chair, Vice-Chair, Secretary, Treasurer and five (5) members-at-large.
SECTION B: ELECTIONS: The Board of Directors shall be elected by and from the active members of the corporation at the Annual meeting. A majority of those voting shall be required to elect each and every board Member. The first Board shall serve after its election until the next Annual Meeting. At that annual meeting and all subsequent Annual Meetings, the Directors/Members-at-large shall be elected for three years using the method of voting by secret ballot. Those candidates running for office who receive the greatest number of votes for a position will be elected to that position. Officers shall be elected by the Board of Directors and shall serve for a term of one (1) year.
SECTION C: VACANIES: Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of office, the remaining Directors may select a replacement to serve until the next regular or special membership meeting.
SECTION D: BOARD MEETINGS: The meetings of the Board of Directors shall be held at such time and place as the Board may determine.
SECTION E: SPECIAL MEETINGS: A special meeting of the Board of Directors shall be held whenever called by the Chair or by two (2) Directors. Each call of a special meeting shall state the business to be transacted and the time and place of such meetings.
SECTION F: NOTICE OF BOARD METTINGS: Notice of the regular or special meetings of the Board may be mailed to each Director. Such notice shall be given at least (7) days before a regular meeting and three (3) days before a special meeting.
SECTION G: QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at such meetings, a majority of those Directors may adjourn the meeting.
SECTION F: REINSTATEMENT: Upon written request signed by the former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the entire Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
SECTION G: Members of other like associations are welcome to participate in our functions under authorization of the Board of Directors.
ARTICLE III: DIRECTORS AND OFFICERS
SECTION A: GENERAL POWERS: The affairs of the corporation shall be managed by its Board of Directors. The Directors must be elected by the membership, be active members of the Association, and the majority reside in the State of Oregon, Josephine County. The Board of Directors shall consist of the Chair, Vice-Chair, Secretary, Treasurer and five (5) members-at-large.
SECTION B: ELECTIONS: The Board of Directors shall be elected by and from the active members of the corporation at the Annual meeting. A majority of those voting shall be required to elect each and every board Member. The first Board shall serve after its election until the next Annual Meeting. At that annual meeting and all subsequent Annual Meetings, the Directors/Members-at-large shall be elected for three years using the method of voting by secret ballot. Those candidates running for office who receive the greatest number of votes for a position will be elected to that position. Officers shall be elected by the Board of Directors and shall serve for a term of one (1) year.
SECTION C: VACANIES: Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of office, the remaining Directors may select a replacement to serve until the next regular or special membership meeting.
SECTION D: BOARD MEETINGS: The meetings of the Board of Directors shall be held at such time and place as the Board may determine.
SECTION E: SPECIAL MEETINGS: A special meeting of the Board of Directors shall be held whenever called by the Chair or by two (2) Directors. Each call of a special meeting shall state the business to be transacted and the time and place of such meetings.
SECTION F: NOTICE OF BOARD METTINGS: Notice of the regular or special meetings of the Board may be mailed to each Director. Such notice shall be given at least (7) days before a regular meeting and three (3) days before a special meeting.
SECTION G: QUORUM: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at such meetings, a majority of those Directors may adjourn the meeting.
SECTION H: COMPENSATION: Directors and Officers as such shall serve without compensation. Any compensation for expenses shall be approved at the discretion of the majority of the Board.
SECTION I: INFORMAL ACTION BY DIRECTORS: Any action taken which may be taken at a meeting of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all to the Directors.
SECTION J: REMOVAL: Any member of the Board of Directors may be removed for cause by a two-thirds vote of the active membership voting at a special or regular membership meeting. Any active member may initiate a vote to remove, but such vote may be taken only after the active membership of the corporation has had at least (30) days notice and not more than sixty (60) days written notice of the members intention to initiate a vote to remove. The duty of notification shall rest upon the member or members seeking the vote to remove.
SECTION K: ATTENDANCE: Board Members are expected to attend all board meetings. Failure to attend three consecutive regularly scheduled meetings will result in automatic dismissal from the Board and the position declared vacant.
ARTICLE IV: DUTIES OF THE BOARD OF DIRECTORS
SECTION A: MANAGEMENT OF BUSINESS: The Board of Directors shall have general supervision and control of the affairs of the corporation and shall make all rules and regulations not inconsistent with the laws of the State of Oregon or with these By-laws for the management of the business and guidance of the members, and employees of the corporation, This shall include the power to levy a fee for any services provided by the corporation for its members. The board of Directors shall have the authority to promulgate an ethical code of conduct to regulate the activities of members at activities thereof. The Board of Directors shall require proper records to be kept of all business transactions. Directors and Officers of the organization shall have no personal liability to the organization for monetary damages or conduct as Officer or Director, provided that there is no such limitation of liability of a Director or Officer for any act or omission occurring before the date this provision becomes effective. This provision shall not eliminate or limit the liability of a Director or Officer for any breach of the Director’s or Officer’s duty of loyalty to the organization , acts or omissions not in good faith or which involve intentional misconduct, or a knowing violation of the law, any unlawful distribution, any transaction from which the Director or Officer derived an improper personal benefit, or violation of any provision under appropriate sections of the Oregon Revised Statutes is required or permitted to be set forth in these By-laws.
SECTION B: EMPLOYEES: The Board of Directors shall have the power to employ or to authorize the employment of such employees or to contract for such services as may be deemed necessary, and to fix their compensation at a fair market or reasonable amount for the services rendered.
SECTION C: BONDS AND INSURANCE: The Board of Directors may require bonds or insurance as needed.
SECTION I: INFORMAL ACTION BY DIRECTORS: Any action taken which may be taken at a meeting of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all to the Directors.
SECTION J: REMOVAL: Any member of the Board of Directors may be removed for cause by a two-thirds vote of the active membership voting at a special or regular membership meeting. Any active member may initiate a vote to remove, but such vote may be taken only after the active membership of the corporation has had at least (30) days notice and not more than sixty (60) days written notice of the members intention to initiate a vote to remove. The duty of notification shall rest upon the member or members seeking the vote to remove.
SECTION K: ATTENDANCE: Board Members are expected to attend all board meetings. Failure to attend three consecutive regularly scheduled meetings will result in automatic dismissal from the Board and the position declared vacant.
ARTICLE IV: DUTIES OF THE BOARD OF DIRECTORS
SECTION A: MANAGEMENT OF BUSINESS: The Board of Directors shall have general supervision and control of the affairs of the corporation and shall make all rules and regulations not inconsistent with the laws of the State of Oregon or with these By-laws for the management of the business and guidance of the members, and employees of the corporation, This shall include the power to levy a fee for any services provided by the corporation for its members. The board of Directors shall have the authority to promulgate an ethical code of conduct to regulate the activities of members at activities thereof. The Board of Directors shall require proper records to be kept of all business transactions. Directors and Officers of the organization shall have no personal liability to the organization for monetary damages or conduct as Officer or Director, provided that there is no such limitation of liability of a Director or Officer for any act or omission occurring before the date this provision becomes effective. This provision shall not eliminate or limit the liability of a Director or Officer for any breach of the Director’s or Officer’s duty of loyalty to the organization , acts or omissions not in good faith or which involve intentional misconduct, or a knowing violation of the law, any unlawful distribution, any transaction from which the Director or Officer derived an improper personal benefit, or violation of any provision under appropriate sections of the Oregon Revised Statutes is required or permitted to be set forth in these By-laws.
SECTION B: EMPLOYEES: The Board of Directors shall have the power to employ or to authorize the employment of such employees or to contract for such services as may be deemed necessary, and to fix their compensation at a fair market or reasonable amount for the services rendered.
SECTION C: BONDS AND INSURANCE: The Board of Directors may require bonds or insurance as needed.
SECTION D: CHECKS, DRAFTS, ETC.: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the Treasurer and one other Officer.
SECTION E: CONTRACTS: The board of Directors may authorize any officer or officers, employee or employees of the corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION F: GIFTS: The Board of Directors may accept on behalf of the corporation any contribution, gift bequest or device, for the general purpose or for a any special purpose of the corporation.
SECTION G: AUDITS: From time to time and at least once a year, the Board of Directors shall review the financial records of the corporation. The Treasurer shall deliver a written statement on the financial affairs. At least once in each year the Board of Directors may secure the services of a competent and disinterested public auditor or accountant and render a report in writing thereon, which report shall be submitted to the corporation.
SECTION H: AGREEMENTS WITH MEMBERS: The Board of Directors shall have the power to carry out al and any agreements of the corporation with the members and others in every way advantageous to the corporation representing the members and others collectively.
SECTION I: DEPOSITORY OF FUNDS: the Board of Directors shall designate a federally insured bank as the depository for the funds of the corporation.
ARTICLE V : DUTIES OF OFFICERS
SECTION A: DUTIES OF THE CHAIR: The Chair shall: (1) Preside over all the meetings of the Corporation and of the Board of Directors: (2) Call special meetings of the Board of Directors; (3) Perform all acts and duties usually performed by an executive and presiding officer; and (4) sign all papers for the Board of Directors except as provided in ARTICLE IV, Sections IV and V. The Chairman shall perform such other duties as may be prescribed by the Board of Directors.
SECTION B: DUTIES OF THE VICE-CHAIR:The Vice-chair shall assist the Chair and in the absence or disability of the Chair shall perform such other duties as may be prescribed by the Board of Directors.
SECTION C: DUTIES OF THE SECRETARY: The Secretary shall keep a complete record of all meetings of the Corporation and of the Board of Directors and shall have a general charge and supervision of the records of the Corporation. S/He shall serve all notices required by law and by these By-laws, and shall make a full report of all matters and business, pertaining to the office at the annual membership meeting. S/He shall make all reports required by the corporation or the Board of Directors. S/He shall turn over all books and other property belonging to the Corporation that may be in his/her possession.
SECTION C: DUTIES OF THE TREASURER: The Treasurer shall keep all financial records of the corporation and shall make any and all financial report for each regularly scheduled Board Meeting and an Annual Report for the Annual General Membership Meeting. The Treasurer will assist in the preparation of the annual budget and distribute copies of same to all members. The Treasurer is the custodian of all funds of the Corporation and is responsible for the prompt payment of all obligations when due.
SECTION E: CONTRACTS: The board of Directors may authorize any officer or officers, employee or employees of the corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION F: GIFTS: The Board of Directors may accept on behalf of the corporation any contribution, gift bequest or device, for the general purpose or for a any special purpose of the corporation.
SECTION G: AUDITS: From time to time and at least once a year, the Board of Directors shall review the financial records of the corporation. The Treasurer shall deliver a written statement on the financial affairs. At least once in each year the Board of Directors may secure the services of a competent and disinterested public auditor or accountant and render a report in writing thereon, which report shall be submitted to the corporation.
SECTION H: AGREEMENTS WITH MEMBERS: The Board of Directors shall have the power to carry out al and any agreements of the corporation with the members and others in every way advantageous to the corporation representing the members and others collectively.
SECTION I: DEPOSITORY OF FUNDS: the Board of Directors shall designate a federally insured bank as the depository for the funds of the corporation.
ARTICLE V : DUTIES OF OFFICERS
SECTION A: DUTIES OF THE CHAIR: The Chair shall: (1) Preside over all the meetings of the Corporation and of the Board of Directors: (2) Call special meetings of the Board of Directors; (3) Perform all acts and duties usually performed by an executive and presiding officer; and (4) sign all papers for the Board of Directors except as provided in ARTICLE IV, Sections IV and V. The Chairman shall perform such other duties as may be prescribed by the Board of Directors.
SECTION B: DUTIES OF THE VICE-CHAIR:The Vice-chair shall assist the Chair and in the absence or disability of the Chair shall perform such other duties as may be prescribed by the Board of Directors.
SECTION C: DUTIES OF THE SECRETARY: The Secretary shall keep a complete record of all meetings of the Corporation and of the Board of Directors and shall have a general charge and supervision of the records of the Corporation. S/He shall serve all notices required by law and by these By-laws, and shall make a full report of all matters and business, pertaining to the office at the annual membership meeting. S/He shall make all reports required by the corporation or the Board of Directors. S/He shall turn over all books and other property belonging to the Corporation that may be in his/her possession.
SECTION C: DUTIES OF THE TREASURER: The Treasurer shall keep all financial records of the corporation and shall make any and all financial report for each regularly scheduled Board Meeting and an Annual Report for the Annual General Membership Meeting. The Treasurer will assist in the preparation of the annual budget and distribute copies of same to all members. The Treasurer is the custodian of all funds of the Corporation and is responsible for the prompt payment of all obligations when due.
SECTION E: SUCCESSION OF OFFICERS: In case of death, resignation, or inability of an officer to perform the duties of office, the Board of Directors may declare the office vacant and select the officer successor as provided in ARTICLE III , Section V.
ARTICLE VI: MEMBERSHIP MEETINGS
SECTION A: ANNUAL MEETING: The Annual Meeting of the membership of the Corporation shall be held during the month of November at a time and place designated by the Board of Directors. This date may be changed by a majority vote of the Board of Directors.
SECTION B: REGULAR AND SPECIAL MEETINGS: The board of Directors shall establish a schedule of regular members’ meetings. It shall have the authority to select the time and place of such meetings. Special meetings of the members may be called by the Chair, the Board of Directors, or by no less than one-fifth of the active membership of the corporation.
ARTICLE VII: DISPOSITION OF ASSETS UPON DISSOLUTION
SECTION A: In the event of the dissolution of this Association or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property, and assets of the Association shall be distributed to a non-profit charitable corporation as may be selected by the Board of Directors of the Association. This distribution shall be made only after all debts of the Association shall have been satisfied. In no event shall any of the assets or property of the Association be distributed to members either for the reimbursement of any sums subscribed, donated or contributed by such members for any other such purpose.
ARTICLE VIII: AMENDMENTS TO BY-LAWS
SECTION A: These By-laws may be amended by a two-thirds majority vote of the membership present at the time of balloting, but only after the proposed amendment has been reduced to writing and submitted to the membership for a period of not less than fifteen (15) days prior to the date of vote of approval. The Board of Directors shall approve any amendment prior to being submitted to the membership.
Revision: November, 1994, 2013, JULY 2016
ARTICLE VI: MEMBERSHIP MEETINGS
SECTION A: ANNUAL MEETING: The Annual Meeting of the membership of the Corporation shall be held during the month of November at a time and place designated by the Board of Directors. This date may be changed by a majority vote of the Board of Directors.
SECTION B: REGULAR AND SPECIAL MEETINGS: The board of Directors shall establish a schedule of regular members’ meetings. It shall have the authority to select the time and place of such meetings. Special meetings of the members may be called by the Chair, the Board of Directors, or by no less than one-fifth of the active membership of the corporation.
ARTICLE VII: DISPOSITION OF ASSETS UPON DISSOLUTION
SECTION A: In the event of the dissolution of this Association or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property, and assets of the Association shall be distributed to a non-profit charitable corporation as may be selected by the Board of Directors of the Association. This distribution shall be made only after all debts of the Association shall have been satisfied. In no event shall any of the assets or property of the Association be distributed to members either for the reimbursement of any sums subscribed, donated or contributed by such members for any other such purpose.
ARTICLE VIII: AMENDMENTS TO BY-LAWS
SECTION A: These By-laws may be amended by a two-thirds majority vote of the membership present at the time of balloting, but only after the proposed amendment has been reduced to writing and submitted to the membership for a period of not less than fifteen (15) days prior to the date of vote of approval. The Board of Directors shall approve any amendment prior to being submitted to the membership.
Revision: November, 1994, 2013, JULY 2016