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Governance Selection & Structure
Our Board of Directors and Community Advisory Team include community leaders, health professionals, legal and finance professionals, non-profit partners, food advocates, chefs, shoppers and market vendors.
Board of Directors: The Board of Directors serve as our legal council, and hold fiduciary responsibilities. This body is elected by majority vote and has voting rights as such. These members are responsible for guiding the mission, vision, and future of marketumbrella.org. They meet quarterly and via special committee to guide the organization.
Community Advisory Members: The Community Advisory Team supplements the board of directors as our trusted guided council. Three seats of this body are reserved for Crescent City Farmers Market vendors who are elected every two years by majority vote by active vendors of the Market. The Advisory Team is invited to attend our quarterly Board meetings, may advise programmatic direction but does not hold voting power.
Brain Trust Members: The Brain Trust is comprises of former Board members, Market founders and leaders in the field. We are grateful to these confidants whose expertise continues to contribute to organizational life and stability without being full-time Community Advisory Team members. They are invited to attend board meetings and committee meetings but hold no voting power.
Board of Directors
Authority. The business and affairs of the marketumbrella.org shall be managed by or under the direction of the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have the power and authority to take the following actions:
Receive and review reports of Committees (hereinafter defined) or other persons concerning the activities of the Corporation on matters in which the Corporation may have interest; enact, amend, revise, or repeal rules and regulations (including, without limitation, the Charter and these By-Laws); remove any members of the Board of Directors as provided herein; expend dues or funds of the Corporation; call regular and special meetings of the Board of Directors as provided herein; appoint or approve Committees as provided herein; approve the rules, procedures, regulations and activities of the Committees; appoint or approve members (each, an “Advisor”) of a panel of Advisors to the Corporation (the “Advisory Board”) as provided herein; and appoint and remove officers of the Corporation as provided herein or otherwise as permitted by law; and take such other action as is customary and proper on behalf of the Corporation, and be responsible for conducting all the affairs and business of the Corporation, be vested with all powers of the Corporation and have authority to act on all organizational matters.
How the Board of Directors is selected
Number; Qualifications. The number of directors constituting the entire Board of Directors shall be at least three (3) and not more than twenty (20), the exact number thereof being set by the Board of Directors from time to time. The Board of Directors by the affirmative vote of a majority of the members thereof entitled to vote thereon may increase or decrease the number of directors constituting the entire Board of Directors, but no decrease shall be effective prior to the end of the term of any member of the Board of Directors. An individual shall be qualified to be a director as the Board of Directors in its sole discretion may from time to time determine, or as otherwise may be determined by law. For purposes of these By-Laws, the “entire Board of Directors” shall mean the total number of directors entitled to vote that the Corporation would have were there no vacancies at the time of any such vote.
Election. The Board of Directors shall initially comprise the persons named as directors in the Charter and each shall serve in such capacity for a period of approximately two (2) years until the annual meeting of the Board of Directors to be held during the second full calendar after the Corporation incorporation, or until her/his successor is elected and qualified; additional directors elected by the entire Board of Directors during the first year of the Corporation’s existence shall also serve in such capacity until such annual meeting of the Board of Directors, or until her/his successor is elected and qualified. At each other annual meeting after such annual meeting, the Board of Directors by the affirmative vote of a majority of the Board of Directors entitled to vote thereat (or as otherwise may be required by law) shall elect the directors for the following biannual term.
Quorum; Vote Required for Action. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the Charter, these By-Laws or applicable law otherwise provides, the vote of a majority of the directors present and entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors.
Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation, if any, to be affixed to all papers which may require it.
Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these By-Laws.
Community Advisory Team
Purpose. The Community Advisory Team shall advise the Board of Directors as needed, and as the advisors are available therefore, in connection with the operation, public relations, financing and other functions of the Corporation. Advisors shall be selected from various professions, vocations, public offices and fields of expertise to the extent permitted by law.
Qualification. The Board of Directors shall appoint members of the Advisory Team giving due consideration to (among other qualifications) each such Advisor’s reputation in her/his field, public reputation, relationships with others both in and out of such Advisor’s field and contribution to the Corporation’s reputation and credibility. An individual shall be qualified to be a member of the Advisory Team as the Board of Directors in its sole discretion may from time to time determine, or as otherwise may be required by law.
Number; Term. The number of Advisors constituting the entire Advisory Team shall be as the Board of Directors from time to time determines. The Board of Directors by the affirmative vote of a majority of its members entitled to vote thereon may increase or decrease the number of Advisors constituting the entire Advisory Team. Each member of the Advisory Team appointed during any year shall serve until the next annual meeting of the Board of Directors. At the first and subsequent annual meetings of the Board of Directors, the Board of Directors shall appoint a new Advisory Team, which may, but need not, include all or any of the Advisor’s from any one or more previous years.
Resignation; Removal; Vacancy. Any Advisor may resign at any time by delivering a resignation in writing to the Chair or the President. The acceptance of the resignation shall not be necessary to make the resignation effective. The Board of Directors in its sole discretion may remove any Advisor. Vacancies. Any vacancy occurring on the Advisory Team for any reason may be filled by the affirmative vote of a majority of the Board of Directors pursuant to the provisions hereof.
Officers
Executive Officers; Term of Office. The Board of Directors shall appoint the following officers, who shall be the officers of the Corporation: President, Vice-President, Chief Operating Officer, Treasurer and Secretary, and may also appoint Assistant Secretaries as needed. Each such officer shall hold office until the first annual meeting of the Board of Directors occurring subsequent to her/his election, and until her/his successor is elected and qualified or until her/his earlier resignation or removal. Any number of offices may be held by the same individual.
Resignation; Removal; Vacancy. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors, by the affirmative vote of a majority of the entire Board of Directors, may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the day-to-day management of the Corporation prescribed below and as may be further prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of her/his duties.
President. The President shall be the chief executive officer of the Corporation. In her/his capacity as President, the President shall have general and active management of the business of the Corporation. To that end, the President shall be vested with the power and duty to ensure that all orders and resolutions of the Board of Directors are carried into effect; execute all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, on behalf and in the name of the Corporation, and affix the corporate seal (if any) thereto when so authorized by the Board of Directors; have the general supervision and direction of all the other officers of the corporation and shall see that their duties are properly performed; and have such other powers and duties as are incidental to the office of President or as may be prescribed by the Board of Directors or required by law or by the Charter. In the event of a vacancy in the office of President, until such time as the Board of Directors shall appoint a new President, the Vice-President shall serve as the interim President. In her/his capacity as President, the President shall report directly to the Board of Directors.
Vice-President. The Vice-President shall serve as interim President in the event of a vacancy in the office of President or of the President’s disability or other incapacity to fulfill her/his duties as President until such time as the Board of Directors has appointed a new President. In such capacity, the Vice-President shall be vested with all the powers to perform all the duties of the President and shall perform all the duties of President and such other duties as the Board of Directors may prescribed from time to time or as may be required by law or the Charter and shall report directly to the Board of Directors.
Chief Operating Officer. The Chief Operating Officer shall be vested with the power and duty to manage the daily operations of the Corporation, including general supervision and direction of the Corporation’s services and programs; hiring, appointing, training, supervising, evaluating and terminating employees and volunteer workers; and such other powers and duties as are incidental to the foregoing enumerated powers and duties or as may be prescribed by the Board of Directors or the President or be required by law or the Charter. The position of Chief Operating Officer may be that of a full-time or part-time paid employee, whose compensation shall be determined by the Board of Directors. The Chief Operating Officer shall report directly to the President.
Treasurer. The Treasurer shall be vested with the power and duty to have charge of the funds and books of account of the Corporation and to administer them in accordance with the Charter and these By-Laws; to receive and deposit the funds of the Corporation in such bank account or accounts as shall be authorized by the Board of Directors; to disburse such funds in the manner directed by the President or as otherwise authorized and directed by the Board of Directors; to render an annual financial report to the Board of Directors and such special reports as may from time to time be requested by the President or the Board of Directors; to discharge such other duties as may be delegated to her/him by the President or the Board of Directors; and such other powers and duties as are incidental to the office of Treasurer or as may be prescribed by the Board of Directors or the President or be required by law or the Charter.
Secretary. The Secretary shall be vested with the power and duty to keep the records and the seal (if any) of the Corporation; attend all meetings of the Board of Directors and record all the proceedings of such meetings in a book to be kept for that purpose, and perform like duties for any committee of the Board of Directors and for any ad hoc committee that may be formed in connection with the Corporation’s operations; attend to all non-public relations and non-marketing correspondence; duly give, or cause to be duly given, notice of all Board of Directors meetings to the members of the Board of Directors; affix the seal to any instrument requiring it and when so affixed, attest thereto by her/his signature; and have such other powers and duties as are incidental to the office of Secretary or as may be prescribed by the Board of Directors or the President or be required by law or the Charter. The Board of Directors may authorize in writing any other officer to affix the seal of the Corporation and to attest thereto by the signature of such other officer.
Assistant Secretary. An Assistant Secretary may carry out all the functions of the Secretary in his/her absence.
Compensation. Unless approved by the affirmative vote of two-thirds of the entire Board of Directors or except as may otherwise be expressly provided for herein, no officer of the Corporation shall be entitled compensation for the exercise of the powers or performance of the duties of her/his respective office. Notwithstanding the foregoing, each officer shall be reimbursed for reasonable or Board of Directors-approved out-of-pocket expenses incurred by her/him in connection with transacting business on behalf of the Corporation.