By-laws of the New York State Farmstead and Artisan Cheese Makers' Guild, Inc.

(Draft proposed by the Board of Directors 11/15/07)

Article I - NAME

The name of the organization shall be the NEW YORK STATE FARMSTEAD AND ARTISAN  CHEESE MAKERS' GUILD, INC. (hereinafter, The Guild) 

Article II - PURPOSE

The purpose for which the corporation is formed is  as follows: 

Generally, to foster a strong and vibrant farmstead and artisan cheese making sector in the State, and to support its growth by

• encouraging excellence in farmstead and artisan cheeses resulting from appropriate continuing education and technical assistance to cheese makers at all levels of competence,
• facilitating the exchange of information and ideas relevant to farmstead cheese making among its members and the interested public, 
• promoting and sustaining farmstead-scale cheese making as a craft and livelihood within New York State,
• advocating the continuation and preservation of family farms in the State,
• assisting in the development and adoption of procedures that will ensure public health safety with regard to production and processing of milk,
• encouraging farm management practices that nourish the soil and the soul of the surrounding landscape and community,
• providing links between cheese makers and consumers as appropriate and feasible, and
  
• representing the interests of small-scale cheese makers to government agencies, the media and other audiences.
  

Article III - MEMBERSHIP

Section 1. Voting Membership shall consist of any individual or business located in New York State that actively produces farmstead or artisan cheese for sale. The Board of Directors shall determine if a candidate is suitable for voting membership. Any member may, in writing, request that the Board make such membership determination.

Each voting member shall have one vote.

Section 2. Affiliate Membership (Friend of the Guild) is open to those individuals, organizations, and businesses that, by nature of their work, responsibilities and interests, share the Organization's mission. Affiliate Members shall not have voting privileges.

Section 3. Advisory Membership is open, by majority vote of the full Board of Directors, to those individuals or organizations who provide information, knowledge, and advice to the Guild.  Advisory Members shall not have voting privileges.

Section 4. Application for Voting, Affiliate and Advisory Membership status may be reviewed and voted upon, individually, by the Board of Directors. The Board of Directors will establish a definition for each membership category. The Board of Directors will also establish definitions of farmstead and artisan cheese.

Section 5. Each category of membership will be assigned dues, as determined, and  reviewed annually by, the Board of Directors. The Board of Directors may waive dues for individual Advisory Members at its discretion.

Section 6. Membership may be revoked by a 2/3rd's vote of the full Board of Directors.

Article IV -BOARD OF DIRECTORS

The responsibility for the operational policy and formulation of the Organization's programs shall be vested in a seven- to nine-member Board of Directors of the Guild.

Board members shall be elected from the general voting membership. 

A seven-member Board may, by majority vote, appoint up to two additional persons who do not qualify as full voting Guild members, to serve for one-year terms as Board members. 

Section 1. Election of Board members.

      A. Nomination for election of members of the Board shall be made prior to the Annual Membership meeting by the Nominating Committee appointed by the Guild, and presented to the President.

The Nominating Committee shall consist of at least 3 (three) members, two of whom shall be from the general voting membership and one from the Board of Directors. 

      B. Election of the new Board shall take place at the Annual Membership meeting. Members of the Board shall be elected according to the following schedule:

~ For odd-numbered years, four members will be elected to serve a term of 2 years,

~ For even-numbered years, three members will be elected to serve a term of 2 years.

Section 2.

Executive Officers shall be elected from and by the Board of Directors at the first meeting following Board elections. Officers shall be President, Vice President, Secretary and Treasurer. Their terms of office shall be one year. The President shall have served one year as a Director before taking office.

Section 3. Duties of the Officers are as follows:

     A. President: the President shall preside at all regular and special meetings. The President shall have the right to call special meetings of the active membership, upon at least fourteen (14) days written notice to each member.

         The President shall be an ex-officio member of all committees, and shall ensure that each committee formed has, at a minimum, three committee members and that each committee has elected a chair. In cases where a chairperson has not been elected, the President shall appoint a committee chair.  The President shall provide all standing and ad hoc committees with written charges.

        The President of the Board shall have authority to appoint and seek volunteers from the general membership, including voting, affiliate and advisory, to any committee, as deemed necessary by the Board to further the mission of the Guild.

     B. Vice President: It shall be the duty of the Vice President to act in the absence of the President, and to assist the President in the execution of duties. The Vice President shall be responsible for maintaining communications with committee chairs and reporting the progress of each committee to the President.

     C. Secretary: The Secretary shall record and maintain minutes of all meetings; shall have charge of all correspondence, notices, records and archives; shall issue notices of meetings, maintain an up-to-date membership roster.

All such records and correspondence shall be the property of the Guild.

     D. Treasurer: The Treasurer shall be custodian of the Guild's funds: shall receive and account for all money received and spent by the Guild; shall pay all bills and make a full and detailed report of the Guild' s financial state to the Board of Directors at each meeting of the Board.  The Treasurer shall prepare and submit any reports required by law, assisted by a professional as needed.

     E. Executive Committee: The President, Vice President, Secretary, Treasurer and immediate past President as ex-officio member, shall act as an Executive Committee, and shall have authority to transact business for the Guild, subject to the direction of the Board and/or members of the Guild as defined herein.

Section 4. A majority of Directors at any Board meeting shall constitute a Quorum. To pass a motion, at least three affirmative votes must be cast.  The Board of Directors may hold telephone conference call meetings; the Board may also call e-mail meetings, which will be categorized as either a discussion or a decision meeting, of which the open period will be defined in the initial notice.

Section 5. Any officer vacancies shall be filled at the next regular meeting of the Board of Directors.  The nominees for same must come from the current Board of Directors.

Section 6. Any member of the Board who fails to attend three (3) consecutive meetings without a valid excuse may be replaced by vote of the other Board members, or by the President's appointment with the advice of the remainder of the Board members.

Section 7. Compensation: The officers of the Guild shall act without compensation, except that they shall be reimbursed for expenses incurred expressly for the Guild.

Section 8. The Board of Directors shall be responsible for notifying all members of the Guild of the date and place of any Annual or special meeting. Such notice shall be caused by affixing appropriate postage to a written notice with the date, time and place of the meeting and mailing it to the last known address of each member at least 14 (fourteen) days prior to such a meeting.

Section 9. The Board of Directors shall be empowered to: set the rules and regulations of the Guild; set the amount of annual membership dues; consider proposals for projects and activities of the Guild; set the budget of the Guild; hire or appoint consultants, or appoint members, to implement projects or plans; appoint committees consisting of persons deemed necessary to advise the Guild on any matters that the Board wishes to explore or undertake.

Section 10. Removal of Directors: Any Director may be removed at any time, with or without cause, by the affirmative vote of 4 (four) members of the Board of Directors.

ARTICLE V - FINANCES

Section 1. Funds: Funds may be derived from annual dues, to be set each year by the Board of Directors.  Additional funds may also be derived from income-producing projects or events, as well as grants from various sources.

Section 2. Fiscal year: The fiscal year shall begin on the first day of January and end on the last day of December of each year.

Section 3. Dues: Annual dues, whose amount shall be set by the Board of Directors, are required of all active members on an annual basis.

Section 4. Loans: No loans shall be contracted of behalf of the Organization, and no evidence of indebtedness shall be issued in its name unless authorized by a two-thirds majority vote of the Board of Directors.

Section 5. Authority: The Board of Directors, by majority vote of those present at any regular or special meeting, must approve any project requiring the expenditure of funds in excess of $200.

Section 6. Management of funds: Funds will be managed by the Treasurer.

 

ARTICLE VI - COMMITTEES

Section 1. Committees shall function in an advisory capacity to the President, President-elect, Vice President, Secretary and Treasurer.  Committees may develop and implement programs and policies authorized by the active membership. Committees shall not independently contact other organizations nor secure or attempt to secure funds from outside sources without the prior approval of the President.

Committee chairpersons shall report on their activities at least annually and at such other times as directed by the President. The members of all standing committees shall hold office until relieved by their successors.  All committee chairpersons should prepare a written report summarizing their respective committee's activities during their term of office.

Section 2. Ad-hoc commitees may be appointed at the discretion of the Board of Directors. Such committees shall remain active until they have accomplished the purposes for which they were appointed.

 

ARTICLE VII - PARLIAMENTARY PROCEDURE

The latest revised edition of Robert's Rules of Order shall prevail at all meetings, except when contrary to the By-laws or any standing rule.  As a rule, the Guild should govern itself by consensus.

 

ARTICLE VIII - AMENDMENTS

Amendments to these By-laws may be voted on at the annual membership meeting. Such proposed amendments shall be submitted in writing to the entire voting membership not less than 30 (thirty) days prior to such meeting.  A majority of the voting members shall be required to adopt amendments to the By-laws.

 

ARTICLE IX - DISSOLUTION

Section 1. In order to dissolve this Organization, the President must present to the active membership a resolution recommending that the Organization be dissolved.  A proposal for dissolution may be considered at a regular or special meeting of the active membership only after thirty (30) days' notice in writing is given to each member in good standing.

The resolution to dissolve shall be adopted upon receiving at least 80% of the votes cast by active members present at such regular or special meeting.

This Organization shall not be dissolved while 20% of the members in good standing dissent.

Section 2. Upon adoption of the resolution for dissolution, this Organization shall cease to conduct its affairs, except insofar as may be necessary for the proper completion thereof, and shall immediately cause a notice for the proposed dissolution to be mailed to each known creditor, and shall proceed to collect its assets and apply and distribute them as designated by the then current Board of Directors or provided in the Articles of Incorporation.  All monies held by the Guild will be held for a period of not less than one year, in order to pay all creditors.