Current BY-LAWS OF FARMER TO FARMER, INC.

BY-LAWS OF FARMER TO FARMER, INC.
Adopted May 22, 1989; Amended April 8, 2018; Amended April 29, 2023 

ARTICLE I: PURPOSE

Section 1: The purpose of Farmer To Farmer, Inc (F2F) is to promote friendship and mutual cultural understanding and development among rural people from the United States and Latin America.

Section 2: Farmer To Farmer, Inc. is a nonprofit organization and is organized exclusively for charitable, educational, and scientific purposes, including for such purposes as the making of distributions to organizations that qualify as exempt organization under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. In carrying out its purposes, the corporation shall have all the powers vested in it under Chapter 181, Wisconsin statutes.

Section 3: F2F may engage in any activity that promotes its purposes. It may carry out activities alone or in concert with other organizations or individuals so long as no individual or corporation accrues any profit thereby.

 

ARTICLE II: DISCRIMINATION

Section 1: There shall be no discrimination against any person because of race, sex, creed, color, national origin, physical disability, criminal record, age, or sexual orientation in any of the activities of F2F.

 

ARTICLE III: MEMBERSHIP

Section 1: The Corporation shall have solely Voting Membership. Voting membership, also known as general membership, shall be open to all such persons who are interested in the purposes of F2F, and qualify as such by remitting annual dues and who shall affiliate and become general members subsequent to the establishment of this Board of Directors. The application procedure, rights, and privileges of each class of membership shall be fixed by these By-Laws.

Section 2: All members will receive the periodic newsletters of the organization.

Section 3: Individual members shall not officially represent F2F, its policies, positions or views except when specifically empowered or authorized to do so by motion duly adopted at an officially constituted business meeting of the corporation.

Section 4: If any member acts in a manner that discredits the purpose of F2F, they may be expelled by a three-quarters (3/4) majority vote of the Board of Directors.

Section 5: Any member may withdraw from F2F by ceasing to remit dues on a timely basis or by submitting a letter of resignation. In neither case shall they be absolved or relieved of any debts and/or obligations owed to F2F.

Section 6: Annual dues for individual members shall be as set by the Board of Directors.

Section 7: Members must be sixteen years of age or older to vote in F2F business meetings. Individual members shall be entitled to one vote. Each family member living under one household shall be entitled to one vote. Each organizational membership shall be entitled to one vote.

Section 8: It shall be the responsibility of all members to keep their dues paid current to retain their membership in F2F. Membership will be terminated if dues are not paid by the member’s annual renewal date. Subsequent payment of dues in full will reinstate the member.

 

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Membership of the Board of Directors shall consist of the following:

1.     The President

2.     The Vice President/Secretary

3.     The Treasurer

4.     The Chairperson(s) of the Standing Committee(s), and

5.     At-large members as may be necessary to bring the total number of members to seven (7)

 6.  At least three of the members of the Board shall be working farmers, including members of a working farm family that live in rural communities, and/or have connections to agriculture.

The term of office for all board members shall be two years with no more than half of the board being up for election each year.  The term of office for all officers (including Standing Committee Chairs) shall be one year.

Any officer may resign from their office at any time by submitting a letter of resignation to the President of the organization, or to the Vice President in the case of the President’s resignation. If the President resigns, the Vice President shall become the President. If more than three months remain between the resignation of an officer and the next Annual Meeting, the President of the Board of Directors may appoint a replacement officer for the remaining term, subject to the approval of the Board. If three months or less remain, the vacancy shall be filled in the prescribed elective manner as set forth in these By-laws at the first subsequent Annual Meeting of the whole membership of the organization.

Section 2: Powers of the Board of Directors
Unless as otherwise required by law or provided for in these By-laws, the Board of Directors shall have control over and be authorized to conduct the usual and routine business operations of the organization. The Board’s powers shall not include amending these By-laws or the Articles of Incorporation, or undertaking any activity opposed to the purposes for which the corporation was formed. The Board shall be authorized to:

  1. Review and approve (or disapprove) the actions and activities of the Committees or Sub-committees;

  2. Approve public representations of F2F, or whatever sort;

  3. Approve the entering into of contracts or other legal relationships with other entities;

  4. Approve all expenditures of F2F funds; and

  5. Delegate these powers as allowed by law, these By-laws, or any contractual agreements.

Section 3: Quorum for Conducting Business
A majority of the members of the Board of Directors shall constitute a quorum for conducting the business of the Board. Meetings of the Board shall be open meetings, except when discussing personnel issues, and all members of the organization shall be encouraged to express their opinions at Board meetings.

Section 4: The Board of Directors shall meet at least eleven (11) times per year. The date and time of the meetings will be set by the President. All Directors will be notified of meetings at least one week before the meeting date. Special meetings of the Board of Directors may be called by the President or by a majority of the Board members, and in this case one-week notice need not be given.

Section 5: Any officer absent for any reason from four or more Board of Director meetings shall be removed from office and replaced as per Article IV, section 1. Proxy voting at Board of Director meetings is prohibited. A standing Committee may appoint an alternate of record to their Chairperson. The Committee must inform the Board of Directors in writing when such an alternate has been selected. No other alternates may be selected for any other Board position.

Section 6: Compensation
No member of the Board of Directors shall receive compensation of any sort for participating in Board activities.

Section 7: Conflict of Interest
Any contract or other transaction between F2F and any other corporation or organization shall be declared void if a member of the Board of Directors or any other agenda of F2F has a material financial interest in the other corporation or organization, unless such interest is made known to the Board prior to approving the contract, and a sufficient number of votes approving the contract are cast excluding the member(s) with the conflict, or the contract or transactions is fair and reasonable to F2F.

 

ARTICLE V: ANNUAL ALL MEMBERSHIP MEETING

Section 1: The President shall call a meeting of all voting members once per year. There shall be sufficient notice of this meeting to include a meeting notice in the F2F Newsletter in the month preceding the meeting, provided that at least ten (10) days’ notice shall be given thereby.

Section 2: The Annual All Membership Meeting shall be empowered to conduct any and all business of the organization, including amendments to the By-Laws and Articles of Incorporation, elections of officers, dissolution of the corporation, and other extraordinary business, except that no action may be taken to substantially change the original purposes of the Corporation. Business conducted at this meeting shall include at minimum election of officers (including Chairs of Standing Committees), adoption of the annual budget and annual report of F2F’s activities and finances.

ARTICLE VI: COMMITTEES

Section 1: Membership in the organization’s committees shall be approved by the Board of Directors, and determined, insofar as possible, at the Annual Meeting.

Section 2: A quorum for action on any committee meeting shall be no less than one-half of the membership of the committee.

Section 3: Standing Committees

3.1  Communications

a.      Identify a Chair/Lead

b.      Create awareness of events/programs

c.       Oversee & Prepare the Newsletter

d.      Oversee and Prepare Social Media Content

3.2  Fundraising, Promotion, & Membership

a.      Identify a Chair/Lead

b.      Participates in fundraising/promotional activities

c.       Select events to sponsor, run stands/tastings

d.      Arranging and distribution of promotional items

e.      Seek out opportunities to gain sponsors, donors or grants etc.

f.        Oversee and maintain the membership – record membership and maintain the list, encourage membership participation and growth

 

3.3  Organization and Finance

a.       Identify a Chair/Lead

b.       Finance & Budget Review to Support all activities of the organization

 i.            Track the organization's assets and liabilities 

 ii.            Prepare any budget recommendations to the board (examples would include changes in salaries, commissions, etc.)

 iii.            Work closely with Fundraising and Programs committees to ensure finances are available to support activities

c.       Administrative functions – call the election for new board members at the annual meeting, review proposed policies and procedures, assist with certifications

3.4  Programs:  Scholarship & Coffee

a.      Identify a Chair/Lead per program

b.      The Scholarship Committee focuses on Scholarship programs

 i.            Pre-screen and review any scholarship or grant applications for board approval

 ii.            Recommend awards based on merit for board approval 

c.       The Coffee Committee

 i.            Program includes paid coffee boss and salespeople.  A board member is on the committee for oversight

 ii.            Purchase green beans from the farmers and oversees the sale of green beans

 iii.            Sales and promotion of roasted coffee

 iv.            Select events to sponsor, run stands/tastings

d.      Plan and support of activities such as trips to Guatemala, including selecting staff and volunteers, preparing activity and achievement reports for the board, present on programs at the annual meeting 

e.      Define and monitor project/program goals and objectives (specific to projects supporting farmers or scholarships for students) 

 

Section 4: The Standing Committees may empower subcommittees to assist in carrying out the Committees’ responsibilities. All such subcommittees and their activities are subject to the approval of the Board of Directors.

 

ARTICLE VII: OFFICERS

Section 1: Selection
All officers shall be elected at the Annual Meeting from a slate of candidates presented by the Organization Committee and such other candidates from among voting members nominated from the floor.

Section 2: President
The President shall preside at all meetings of the Board of Directors and of the Membership at which they are present and shall prepare the agenda for these meetings. The President shall be the Chief Executive Officer of the Corporation, shall sign all official documents of the Corporation as authorized by the Board or the Membership.