Ohio Ecological Food and Farm Association
Certification (C5) ByLaws (OEFFA Certification)
Approved 11/17/2001 and Revised 03/06/2006, 02/13/2010, 2/17/2013
I : Name, Purpose
The name of the organization shall be Ohio Ecological Food and Farm Association Certification (OEFFA Certification).
OEFFA Certification will be a parallel non-profit corporation to OEFFA. Its purpose is to create and promote a healthful, ecological, accountable, and sustainable agriculture in Ohio and elsewhere through the management and promotion of an organic certification program which provides timely, reliable, and accessible organic certification services in accordance with production, storage, and handling standards as outlined by the United States Department of Agriculture’s National Organic Program.
Article II : Membership
Any person who is a member in good standing of the parent organization OEFFA is a member of OEFFA Certification regardless of race, color, nationality, creed, political or spiritual belief, gender, or sexual orientation.
Article III : Voting Rights
The Association sets forward that membership constitutes voting rights in any meeting where a quorum is present.
A quorum exists when 10% of the members or 50 members, whichever is less, is in attendance.
One vote shall be granted for each aligned or un-aligned individual, small business, business, non-profit organization or student membership. Two votes shall be granted for each family membership if two persons holding the family membership are present.
Article IV : Association Meetings
Association membership meeting(s) for the discussion of organizational direction and business shall be held annually at a time and place designated by the Board of Trustees.
Notice of such meetings shall be sent to all paid members of the Association, through print and electronic media and/or a special mailing, no less than thirty days prior to the meeting.
The agenda of Association meetings shall be set by the Board of Trustees and include matters of policy, changes in by-laws; reports on activities of the Association; and discussion of organization goals and direction.
Association membership meetings shall be conducted by parliamentary procedure.
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Article V : Board of Trustees
The Board of Trustees shall consist of the OEFFA Board less any party with holdings in any entity certified under the OEFFA Certification Program.
Members of the OEFFA Board who are not eligible for the OEFFA Certification Board due to holdings in an entity certified under the OEFFA Certification Program shall not be granted decision making authority on the OEFFA Certification Board, and may serve the OEFFA Certification Board in an advisory capacity only.
The Board of Trustees is responsible for the overall policy and direction of the Association, and delegates responsibility of day-to-day operations to the staff and committees.
Resignation from the board must be in writing and received by the Secretary. A board member may be removed other reasons by a three fourths vote of the remaining trustees.
A quorum consists of fifty percent of the Board of Trustees.
The Board of Trustees shall make decisions by consensus (general agreement to the action).
The Board of Trustees shall meet at least four times per year at an agreed upon time and place.
Special meetings of the board shall be called upon the request of the President, or one-third of the board. Notices of special meetings shall be sent out to each board member at least fifteen days in advance.
All meetings of the Board shall be open to the membership.
Article VI : Officers
There shall be four officers of the board, consisting of a President, Vice-President, Secretary, and Treasurer. Their duties are as follows:
- The President shall assure that the Board of Trustees undertakes the work for which it is responsible. The President shall convene regularly scheduled board meetings and meetings of the Association and shall preside or arrange for other officers of the board to preside at each meeting in the following order: Vice-President, Secretary, Treasurer.
- The Vice-President, shall chair committees on special subjects as designated by the board.
- The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings and meetings of the Association’s membership.
- The Treasurer shall make a financial report at each board meeting. The treasurer shall assist in the preparation of the budget and make financial information available to board and the public.
The officers of the board shall be elected by the Board of Trustees from their members at their first meeting following election of at-large representatives of the OEFFA board. Officers shall be elected for a term of one year and may serve consecutive terms. Officers shall serve until their successor is elected.
Article VII : Committees
The board may create committees as needed, such as development, finance, and program committees, with such authority as delegated to them by the board.
The President and four board members appointed by the board serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation, the Executive Committee shall have all the powers and authority of the Board of Trustees in the intervals between meetings of the Board of Trustees, and is subject to the direction and control of the full board.
Article VIII : Director and Staff
The executive director is hired by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies.
The executive director will attend all board meetings, report progress of the organization, answer questions for the board members and carry out duties described in the job description. The board can delegate other duties as necessary.
Article IX : Indemnity
The Association shall indemnify all trustees, officers, and agents against financial loss with respect to said person's position with the Association if said person acts in good faith and in a manner believed to be in the best interest of the Association or its members.
Article X : Authority
The members of the Association shall constitute the final authority on all actions of said Association.
Article XI : Bylaws Changes and Amendments
These regulations of the Association may be amended by a three fourths vote of the members present at any membership meeting at which a quorum is in attendance. Notice of changes in the bylaws shall be made in the last newsletter prior to the Association meeting or in a special mailing to all members at least two weeks before the meeting.
Article XII : Dissolution
Upon dissolution of the organization, assets shall be distributed to another Ohio organization meeting eligibility under section 501(c)(3) of the Internal Revenue Code, which shares the purposes and goals of OEFFA Certification, Inc.