BYLAWS
Article I – Name
This organization shall be known as the Blackwell Farmers Market at St. Andrew United Methodist Church.
Article II– Purpose
The purpose of the Blackwell Farmers Market at St. Andrew United Methodist Church (BFM) is to provide fresh, high quality, local produce and food products from regional growers and small-scale farmers directly to the local consumer. BFM strives to support local agriculture and offer the community a source of quality, locally grown produce, scratch-made baked goods and foods, as well as a source of unique hand-crafted items made by area artisans. BFM contributes to Blackwell Community revitalization by creating a vibrant and important social gathering place for the entire community as well providing exposure to the many activities going on at St. Andrew UMC. It is hoped that this exposure will help develop individual relationships with the church.
Article III– Organization
SITE SPONSORSHIP
St. Andrew United Methodist Church (SAUMC) will be the hosting sponsor for the Blackwell Farmers Market at St. Andrew United Methodist Church as authorized by the Administrative Council of St. Andrew United Methodist Church as permitted in its operational Bylaws.
GOVERNANCE
The BFM is governed by the BFM Steering Committee established by St. Andrew United Methodist Church. The Committee is comprised of voting members who establish policy, support market management, identify volunteers, and provide oversight in the operations of the BFM. All aspects of the BFM will be under the supervision of the Steering Committee.
MANAGEMENT
1. Steering Committee
The BFM Steering Committee will be responsible for overseeing and accomplishing all over-arching BFM associated tasks such as market research, advertising, permitting requirements, and establishing the marketplace facility along with vendor locations and traffic flow patterns. The Steering Committee is permitted to delegate certain tasks, such as marketing and advertising, to non-Committee members. The Steering Committee will also be responsible for identifying a Primary Market Manager and a sufficient number of Secondary Market Managers to provide management, supervision and oversight of the Market throughout the entire market season. In addition, the Steering Committee will be responsible for identifying the volunteers necessary to support the BFM on market days.
2. Primary Market Manager
The Primary Market Manager (PMM) is a voluntary position and will be responsible for the overall management of the BFM throughout the year. The duties of the PMM will include:
a. Enforcing the Market Rules & Regulations.
b. Serving as a liaison between the Steering Committee and vendors.
c. Assisting the Steering Committee with fundraising activities, collecting donations, assessing the financial status of the market, and identifying any issues that may require mid-season adjustments to the annual market schedule.
d. Ensuring that the proper county government permits for operating the BFM on Church property are obtained and up-to-date, and work with the local health department and other officers regarding vendor requirements.
e. Coordinating with the Secondary Market Managers to ensure at least one Daily Market Manager (the Market Manager in-charge on the day of the event) is on-site on market days.
f. Serving as a liaison to groups such as the press, governmental agencies, local restaurants and farmers.
3. Secondary Market Managers
The Secondary Market Managers (SMMs) are voluntary positions and will report directly to the Primary Market Manager. The SMMs will support the PMM as required in all of the above listed duties and will help the PMM to establish a seasonal schedule to ensure that a Daily Market Manager is on-site to supervise the Market on sale days. The main purpose of the Secondary Market Managers is to ensure there are enough trained Market Managers available to support the BFM throughout the market season so that no single Market Manager is required to be at the sale every week.
4. Daily Market Manager
The Daily Market Manager (DMM) will be assigned by the PMM from the pool of trained Market Managers for duty on market days. The DMM will be responsible for overseeing all events, activities and operations of the market, including managing all aspects of the volunteer and special event programs on the day of the sale. These responsibilities include:
a. Enforcing the Market Rules & Regulations.
b. Verifying that hard copies of all required vendor certificates and licenses have been obtained and properly stored on-premises.
c. Collecting donations.
d. Supervising the Market support volunteers and providing the instructions for setting-up and tearing-down the market; including vendor set-up locations, loading and unloading of vendor wares, proper parking of both vendor and customer vehicles, and proper clean-up and trash disposal.
e. Supervising the Market cashier volunteers and providing the instructions for accepting electronic and credit/debit card payments for any donations submitted to the Church.
f. Making adjustments to the daily market schedule start-stop times as-required to accommodate unforeseen or emergency situations such as extreme weather events.
g. Overseeing the safety and welfare of all BFM participants including volunteers, vendors and customers.
Ensuring that all restroom facilities are clean, open and in working order.
Article IV - MARKET MANAGER TRAINING
The Primary and Secondary Market Managers shall receive yearly training, as established by the Steering Committee and to be scheduled prior to the beginning of each market season, to ensure that all Market Managers are familiar with at a minimum:
a. The BFM Bylaws and Rules & Regulations.
b. The laws governing the sale of all food items along with the associated state and local licenses and certificates required from the vendors.
c. The procedures for verifying that hard copies of all required vendor licenses and certificates have been obtained and properly stored on-premises prior to vendors setting up in the market.
d. The procedures for accepting electronic and credit/debit card payments for cash donations to the church.
e. The procedures for setting-up and tearing-down the market on each sale day including clean-up and proper trash disposal.
f. The instructions to be provided to vendors on market days including set-up locations, loading and unloading of their wares, proper parking of their vehicles, donation collection, and vendor acknowledgement of their familiarity with the BFM Rules & Regulations.
g. The procedures for assessing and determining when the daily market schedule needs to be adjusted to accommodate weather or other unforeseen events.
h. The emergency procedures for closing down the market and getting all participants to safety in the case of tornadoes, severe thunderstorms, or other emergency events.
Article V – Market Participants
Vendors and Community Table representatives must submit an application and a signed and dated Hold Harmless Agreement: Indemnification and Release form to the BFM Steering Committee for review and approval prior to joining BFM. Applications shall be submitted to the St. Andrew UMC front office.
Vendor participation at the Blackwell Farmers Market is open based on equality of opportunity and consists of one family or partnership for each membership. Vendor applications can be submitted on an ongoing basis. New vendors will be admitted into the Blackwell Farmers Market based on adherence to all criteria for new vendors, the availability of market space, and in the order of the date that their application was received.
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All vendors and organizations participating in the Blackwell Farmers Market shall:
a. Have completed an application for consideration to the Steering Committee;
b. Have been accepted into the Blackwell Farmers Market by vote of the Steering Committee or a sub-committee thereof;
c. Have agreed to abide by the established market Rules & Regulations and Bylaws;
d. Conduct their farming/producing within a reasonable distance to the market venue or provide a product under special exceptions. Special exceptions to the requirement of local production may be made for products not produced locally, such as coffee or seafood;
e. Abide by the producer focused rules of the Blackwell Farmers Market with agricultural products of which they personally have entire or significant involvement in the production of that product, or by special exception; and
f. Agree to meet reasonable standards of ethics and integrity.
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Vendors of the Blackwell Farmers Market are broken into the following categories:
a. Full-Time Vendors – Vendors who intend to be present the full market season
b. Part-Time Vendors – Vendors who intend to be present for only part of the market season
c. Special Event and One-Time Vendors – Vendors who intend to be present for specific events or dates, identified by the Steering Committee or Market Manager;
d. Community Tables – Organizations who wish to participate in the Market for the purpose of advertising their organization or providing community outreach. The Steering Committee or a sub-committee thereof shall establish the specific requirements for and approval of all Community Table participants. Community Tables are defined as local community groups and nonprofits that seek an opportunity to engage shoppers and create a vibrant community while they get the word out about their organization and share their work with the community. Examples of Community Tables include but are not limited to: Nonprofits, Workshops, Craft Circles, Scouts, Youth Athletic Organizations, Local After-school Clubs, Animal Rescue, Storytime, Choirs, etc. Note: Community Tables that are also selling goods are considered Vendors and would have to follow the Rules & Regulations of full-fledged vendors.
Leaves of Absence
Any vendor that wishes to retain their booth reservation but needing to be absent during the market season may request a leave of absence. Requests will be directed to the Steering Committee and decisions about approval of leaves will be made as needed. A vendor on an approved leave of absence will retain full vendor privileges for the remainder of the season
Voluntary Termination of Participation
Should a vendor choose to terminate their participation in the market during the market season, written notification to the Steering Committee is requested.
Hold-Harmless Clause and Insurance
All vendors participating in the BFM shall be individually and severally responsible to the BFM for any loss, personal injury, death, and/or other damages that may occur as a result of the vendors' negligence or that of its agents and employees, and all vendors hereby agree to indemnify and hold the BFM and its representatives harmless from any loss, costs, damages and other expenses, including attorney's fees, suffered or incurred by the BFM by reason of the vendors' negligence or that of its agents and employees. Because no insurance is provided to participants in the BFM, each vendor must carry his/her own product liability insurance and must be prepared to present it to the BFM. Each vehicle must be covered by vehicle liability insurance to cover any vehicle related incidents. Proof of such insurance should accompany the application to the BFM. In addition, all vendors must provide a signed and dated copy of the Blackwell Farmers Market Hold Harmless Agreement: Indemnification and Release Form when submitting their application for participation.
Article VI – Market Schedule
The Steering Committee or a sub-committee thereof shall establish the annual market schedule for all participating vendors and community tables. The annual market schedule and the selected market day(s), will be published by the Steering Committee prior to the beginning of each market season. Any changes to the market schedule will occur once annually during the annual organizational meeting. Once established for the upcoming market season, the schedule will remain unchanged until the end of that season; however, schedule adjustments can be made to accommodate unforeseen and/or emergency circumstances such as road construction or weather events. The schedule will be published in a separate document on an annual basis and will be available at least 60 days prior to the start date of the upcoming market season.
Article VII – Fee Structure
Since St. Andrew United Methodist Church is house of worship and a non-profit entity, no fees will be collected from BFM vendors, participants or customers, nor will money be collected from the sale of any goods provided by the Church. However, donations will be accepted for the use of the church property, assets, and goods provided during the market season.
Article VIII – Suspension/Termination of Privileges
All vendors are expected to be truthful in dealings with other vendors and the consumers. Submitting false information of the legitimacy of an operation is a serious offense, and may result in suspension or termination from Market participation. Candidates and existing vendors agree to allow a visit of up to two members of the Steering Committee to inspect their place of business and provide evidence to refute claims of any questionable practice, if requested.
Suspension of Privileges
Vendor privilege to sell at the Blackwell Farmers Market is based on compliance with the Bylaws and Rules & Regulations. Privileges may be suspended for a period of time if a vendor is in non-compliance. Either the Steering Committee Chair or the Market Manager shall issue a verbal warning of potential for suspension of privileges as the need arises. The Steering Committee shall meet to discuss potential action against a vendor. Vendors shall have the right to appeal, in writing, suspension of privileges to the Steering Committee, including any documents, which would remedy the cause for suspension. The Steering Committee will review the appeal at a review meeting and will decide to immediately reinstate the vendor or continue with suspension.
Termination of Privileges
Repeated failure, as determined by the Market Manager or Steering Committee, to adhere to any of the market rules and regulations may result in suspension from the Market or immediate termination of participation in the Market. Vendors of the Blackwell Farmers Market may be terminated by the Steering Committee for serious action(s) harmful to the Blackwell Farmers Market or its purpose. The vendor facing possible termination will be invited to attend the review meeting to provide a response in person to the Steering Committee. Termination of membership must be made by a quorum of the Steering Committee. Of those present, a majority vote will decide. A formal vote may be dispensed with if a call for consensus determines there are no objections. The Chair or Market Manager will notify the vendor of reasons for termination in writing and the privilege to sell will be revoked upon receipt of this notice. The vendor shall have the right to appeal their termination within seven calendar days from the date of the notice. The Steering Committee will hold a meeting within two weeks of receipt of the request and respond within 21 days of receipt of the request. A two-thirds ‘yes’ vote by the BFM Steering Committee is required to be reinstated.
Article IX - Steering Committee and Officers
Steering Committee Officers – Purpose and Description
The Officers of the Blackwell Farmers Market Steering Committee shall be composed of a (1) Chair (2) Vice Chair (3) Secretary, and (4) Treasurer. Officers are elected from and by the Steering Committee members for the purposes of fulfilling the goals of the Blackwell Farmers Market. Officers will be elected by the Steering Committee at the annual organizational meeting by a majority vote of a quorum of the Steering Committee. Officers will each serve for one year and shall serve until replacements are elected. Officers are permitted to succeed themselves provided they are duly elected by the Committee membership. Officers are also permitted to serve as either Primary or Secondary Market Managers. In the event of a long-term absence, the Steering Committee will appoint a temporary replacement to complete the term of the absent Officer(s).
Steering Committee Officers – Duties
The Officer duties shall be:
1. Chair:
a. To enforce the Bylaws and Rules & Regulations of the Blackwell Farmers Market
b. To schedule, plan and lead meetings
c. To manage decisions and important information for the conduct of future meetings
d. To appoint and coordinate any sub-committees
e. To manage communications of the BFM electronically, in print, or otherwise
f. To attend church board meetings such as Admin Board, Trustees, and Finance to represent the BFM as needed
g. To assist other Officers and the Market Managers as needed
2. Vice Chair:
a. To assist the Chair with the Chair’s duties as needed
b. To carry out the duties of the Chair if the Chair is absent or otherwise unable to serve at meetings or on market day
c. To attend meetings to represent the BFM on behalf of the Chair or as needed
d. To assist other Officers as needed
3. Secretary:
a. To keep a record of all meetings, all decisions made at the meetings, and to help manage the meetings
b. To provide copies of the meeting minutes to members
c. To maintain contact and detailed information about vendors, volunteers and sponsors
d. To oversee the receipt and maintenance of hard-copies of all vendor and market agreements, applications, contracts, proof of insurance, permits or license, etc.
e. To coordinate with the Primary Market Manager as required to ensure that the active Daily Market Managers have access to all necessary vendor documentation and permits on market days
4. Treasurer:
a. To oversee collection and recording of all donations and other receivables
b. To coordinate the payment of all required fees, permits, licenses, agreements, advertising, equipment, supplies, etc. through the St. Andrew UMC Finance Office
c. To coordinate all financial activities of BFM with the Church Treasurer and Church Bookkeeping staff and ensure all BFM monies collected are deposited with the Church Finance Office on weekly basis during the market season
d. To manage the Blackwell Farmers Market budget and coordinate the budget with the Church Finance Committee
e. To keep a record of all items listed in these duties
f. To prepare a financial report for the annual organizational meeting and upon request of the other officers or committees
g. To attend Church Finance meetings to represent the BFM on behalf of the Chair or other committee meetings as needed
h. To assist other Officers as needed
Steering Committee - Purpose and Description
The Steering Committee shall govern the affairs of the Blackwell Farmers Market and interpret the Bylaws and Rules & Regulations. The Steering Committee shall be composed of at least seven members, at least two of which shall be appointed by the Board of Trustees. The Committee will include (1) the Chair, (2) the Vice Chair, (3) the Secretary, and (4) the Treasurer. Any Steering Committee member may be removed from Office or the Committee by a majority vote of a quorum of the Steering Committee at any regular meeting or a meeting called for that purpose. Any member(s) of the Steering Committee involved in conduct requiring Steering Committee action shall be excused from discussions and voting relating to that case. Steering committee members wishing to resign shall notify the Steering Committee Chairperson in writing of said resignation.
Steering Committee - Duties
Duties of the Steering Committee shall be:
1. To ensure that any decision made by the Steering Committee is based on a quorum.
2. To have general charge of the activities of the Blackwell Farmers Market including the power to authorize the Treasurer to coordinate the paying of bills.
3. To meet at the request of the Chair or Vice Chair, Market Manager(s), or 25 percent of the Steering Committee.
4. To appoint the Primary Market Manager and all Secondary Market Managers.
5. To establish the training requirements, guidelines, source material and schedule for training the Primary and Secondary Market Managers.
6. To identify the volunteers needed to support the BFM on a weekly basis and ensure that they are properly trained to perform their assigned duties.
7. To hire, terminate, and oversee employees, if any, and as required.
8. To sponsor any advertising or promotion and request support from various municipalities and other entities for promoting the successful operation and expansion of the Blackwell Farmers Market.
9. To appoint additional committees as deemed necessary.
10. To appoint Steering Committee Members.
11. To fill vacancies of any Officer position between meetings of the general membership at its discretion.
12. To amend the Bylaws and the Rules & Regulations for the day-to-day operation of the market.
13. To establish or amend, as required, the Market Schedule at the annual organizational meeting.
14. To ensure that the Blackwell Farmers Market is in compliance with all federal, state and local rules or regulations affecting the operation of the market.
15. To request an audit of the Blackwell Farmers Market financial records.
16. To hear any complaints associated with BFM or its vendors and to take action to resolve such complaints.
17. To investigate any suspicion of questionable practices by any vendor and to enforce suspension or termination as described in these By-Laws in Article VIII.
18. To approve the spending of BFM budgeted monies.
19. To establish and approve the annual market schedule and vendor fee structure.
20. To work in conjunction with the Market Managers to notify all vendors of market schedule changes, when required due to unforeseen circumstances, prior to the next market day when possible.
Steering Committee - Leave of Absence.
A member of the Steering Committee may, with the approval of the Steering Committee, take a leave of absence for a period as determined by the Steering Committee, said leave not to be charged against the member’s term of office for any purpose. During the leave period, such member shall not be considered an acting member of the Steering Committee, including for purposes of attending meetings, determining quorums, or voting. The Chairperson may request leave of absence status be taken by a member of the Steering Committee.
Article X– Sub-Committees
The Steering Committee may form Sub-Committees as needed to ensure successful operation of the Blackwell Farmers Market. The Steering Committee will appoint all sub-committees.
Article XI– Steering Committee Meetings and Voting
Steering Committee - Meetings
1. The Steering Committee will hold one annual Organizational Meeting to appoint new members and elect Officers of the Steering Committee, appoint Primary and Secondary Market Managers, review and amend the Market Schedule document, as required, review the Bylaws and Rules & Regulations, and to conduct other business as needed prior to the start of upcoming Market Season.
2. The Steering Committee shall meet once monthly as needed. Ad hoc meetings can be called as needed to address vendor practices or other urgent market related issues.
3. Additional meetings shall be held by or at the request of the Chair.
4. All meetings of the BFM will be conducted in an orderly fashion.
5. Meetings will be held in person, when at all possible, with other meeting formats (e.g., teleconference, email, etc.) being utilized when in-person meetings are not possible.
6. Steering Committee Members shall be notified of any meeting at least one week prior to the date of the meeting.
7. Notification will be made via any means possible including email, telephone, personal communication, letter, etc.
8. Actions will be made by a majority vote of a quorum of the Steering Committee.
9. The articles outlined herein may be amended by a two-thirds majority of a quorum of the Steering Committee present at the annual organizational meeting or when a special meeting is called by the Chair of the Steering Committee.
Steering Committee – Quorum and Voting
For the Blackwell Farmers Market Steering Committee, a quorum will consist of one more than half of the Steering Committee board. A formal vote may be dispensed with if a call for consensus determines there are no objections. Tie votes will result in motion failure.
Article XII– Contracts
The Steering Committee may authorize any Officer or agent of the Blackwell Farmers Market to enter into a contract or execute and deliver an instrument in the name of and on behalf of the Blackwell Farmers Market. Such authority may be general or confined to specific instances.
Article XIII – Records
Every Steering Committee board member, Market Manager, and Saint Andrew UMC Administrative Council member shall have the right to examine, for any reasonable purpose, any financial and other appropriate records of the Blackwell Farmers Market. Committee members shall not divulge sensitive information to outside sources without the consent of the Steering Committee.
Article XIV – Vendor Fines
All assessed vendor fines shall be paid in-full by said vendor before being allowed to rejoin the market at the start of the next scheduled market day. Exceptions will be made on a case-by-case basis.
Article XV - Liquidation or Dissolution
In the event of liquidation or dissolution of the Blackwell Farmers Market, any outstanding funds in the treasury shall be distributed to St. Andrew United Methodist Church after satisfying all debts and other obligations of the Blackwell Farmers Market.
Article XVI – Statement of Non-Profit
The Blackwell Farmers Market will conduct business on a non-profit basis. No part of its funds will be paid to members, officers or associated persons except to pay a competitive fee when like services must be sought outside the Blackwell Farmers Market. The Blackwell Farmers Market will not lobby, participate or intervene in political events and campaigns.
Article XVII– Receiving and Spending Monies
Proceeds derived from fees collected or other sources shall be used to pay operating, marketing, or any other costs associated with the smooth and successful running of the Blackwell Farmers Market. All expenditures must be in accordance with the approved St. Andrew Finance Committee budget or via authority granted by a majority vote of the Steering Committee. All collected monies will be delivered to the St. Andrew Finance Office for deposit into the appropriate church’s operating account as established by the St. Andrew Finance Committee. Check signing and bill paying privileges are reserved to the Saint Andrew Finance Officer or their designee.
Article XVIII – Market Rules & Regulations
The Rules & Regulations for conducting business at the market shall be defined in a separate document. The Rules & Regulations shall be subject to change, as needed, by the Steering Committee. Each change to the Rules & Regulations is subject to a final vote by the majority of a of the Steering Committee. Each vendor shall then be provided with an amended, dated, version of the Rules & Regulations.
Article XIX – Non-Discrimination Clause
The Blackwell Farmers Market does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, customers, volunteers, subcontractors, vendors, and clients.