Constitution and By-laws of the Schenectady Greenmarket

Approved September 2008, amended October 2009, amended May 2010, amended November 2012,
amended October 2015.

Article I Name
The name of the organization shall be the Schenectady Greenmarket Association, referred to
hereafter as the “Association.”

Article II Mission
Schenectady Greenmarket is a place to buy fresh local produce and artisan goods in a festive
community atmosphere. We are building a future in which Schenectady Greenmarket is an
integral part of downtown’s cultural landscape, connecting farm and city to create a responsible,
sustainable food system.

Article III Membership
The Association offers the following two types of membership:
Supporting Membership is open to persons who or organizations that support the mission
of the Association. These “Supporting Members” are invited to attend the Associate’s
Annual Meeting and are offered other benefits as specified by the Association’s Board of
– Voting Membership is required for all individuals or organizations who vend (hereafter
referred to as “Vendors”) at the Associate’s weekly market (hereafter referred to as the
“Market”) and all individuals who serve on the Association’s Board of Directors. These
“Voting Members” are entitled to vote on various items as specified further within this
Membership fees shall be established by the Association’s Board of Directors.
Article IV Officers and Board of Directors
The affairs of the Association shall be controlled by the Board of Directors, hereafter referred to
as the “Board.” There shall be at least seven directors ,hereafter referred to as the “Directors,”
on the Board. At the annual meeting, the Board of the Association shall be elected by a majority
of the votes cast by the Voting Members.

The Directors shall be elected for two-year terms. Terms start November 1 and run to October
31. At the first board meeting following the first annual meeting, the Board shall determine which
Directors shall serve for one-year terms and which shall serve for two-year terms.

Any member of the Association is eligible to run for the Board of Directors or for an office, with
the following limitation: Vendors are limited to three seats on the Board. Board members who
are applying to be a vendor at the Market must recuse themselves from voting on their pending
application. A Director who becomes a Vendor at the Market must resign from the Board if there
are already three Vendors on the Board.

Only one person per household may serve as a Director at the same time. Only one vote is
permitted per Director. A Director may not hold more than one office at any one time. Proxy
votes are acceptable; however, only Directors who are present are used to determine a quorum.
The officers of the Association shall be: chair, vice-chair, secretary, treasurer and at-large.
Officers shall be Directors. Officers shall be elected by the Directors for one-year terms and,
while there is no lifetime limit, they may only serve three consecutive terms. Other officers may
be elected as the need arises. Three officers and two members of the Board shall constitute a
quorum at any meeting of the Board. A quorum shall be necessary to transact any business for
which a vote of the Directors is necessary. Votes may be held via e-mail as necessary, provided
the discussion and voting is open to all Directors. Voting via e-mail must be open for at least 24 hours. The same rules for a quorum – three officers and two members of the board – must
participate for an e-mail vote.

Any Director who has three or more unexcused absences from a regularly scheduled meeting of
the Board, in a term year (1 November – 31 October), may be removed from the Board for cause
by a majority vote of the Directors and subject to 75% approval of the executive committee.
Any or all of the Directors may be removed from the Board without cause by a majority vote of
the Voting Membership, 75% approval of the executive committee and by a majority vote of the

Immediate past Board chairs have ex-officio status on the Board.

The duties of the officers will be those customarily associated with their respective offices. The
primary function of the Directors will be to create and carry out policies of the Market, consistent
with the mission of the Association.

The Board shall have the special responsibility of hiring and supervising persons on contract
with the Association and may dismiss the same for what it considers good and sufficient

The Board shall also have the responsibility of approving vendors at the Market upon
recommendation by the Association’s Vendor Relations Committee.

The Board shall have the power to temporarily fill any vacancy, resulting from the departure of a
Director, until the next meeting of the membership. In the event of a vacancy, the board chair
shall appoint a member of the Association in good standing to fill the vacancy. Such vacancy
shall be filled within two months. The appointment is confirmed by a majority vote of the Voting
Membership at the next membership meeting.

If a member of a Director’s household is an employee of the Association or a paid contract
position with the Association, that Director must recuse herself/himself from any discussions and
decisions involving that position.

Article V Membership Meetings
At least one regular meeting of the Association shall be held annually in September or October
on the date designated by the Board (hereafter referred to as the “Annual Meeting”). An election
of new Directors will be held at the Annual Meeting.

Notice of meetings and ballots and other agenda items shall be provided at least twenty-one
days prior to the date of any Association meeting. Special Association Meetings may be called
at such other times as the Board feels necessary, with at least seven days notice given.
The Board shall meet as necessary to transact the business of the Association. Voting Members
in good standing shall have the privilege of voting at all Association meetings. Voting Members
are allowed one vote per membership. Decisions requiring a vote will be determined by a
majority vote.

Article VI Nominations for Elections
A nominating committee shall be selected by the Board. The duties of the nominating committee
will be to prepare a slate of candidates at least six weeks prior to the Annual Meeting.
Nominations for the vendor representatives only may also be accepted from the floor during the
Annual Meeting.

Article VI Records
Every Voting Member shall have the right to examine, for any reasonable purpose, the books,
records, roster of membership and other appropriate records of the Association. These may be
examined by appointment only with the appropriate officer of the Association.

Article VIII Fiscal Year
The fiscal year shall be January 1- December 31.

Article IX Spending of Monies
Proceeds derived from the annual membership fees, stall fees and other sources shall be used
to pay the expenses of the Association. The Association shall maintain a planned reserve of
$1,000 annually. Should the Association dissolve or become inoperative, any remaining money
shall be disposed of according to the recommendation of the Board with the approval of the
Voting Membership and consistent with applicable laws.

Article X Rules and Regulations
The rules and regulations, formulated by the Board and approved by a majority of the Voting
Members present at an Association Meeting, shall be in effect until changed or amended. They
may be amended by the Board with subsequent approval by a majority vote of the Voting
Members present at a regular Association meeting. The Voting Members shall be notified that
the changes will be discussed and acted upon at said meeting.

Article XI Amendments
These By-laws and/or Constitution may be amended at any Association Meeting by a two-thirds
vote of the Voting Members present, provided the amendment be approved at a previous
meeting of the Board and given 60 days for review. The amendment change shall be sent by email
to all Voting Members. The Board may recommend changes to the Association’s
constitution, by-laws and rules and regulations.

[9] Article XII Committees
The Association has the following standing committees:
a) Executive
b) Operations
c) Community Outreach
d) Vendor Relations
e) Promotions
f) Development

Vendors or individuals or organizations that have a pending application to be a vendor at the
Market are not eligible to be on the Vendor Relations Committee but can, at the discretion of the
Board, serve in an advisory capacity.

At the discretion of the Board, one or more of these standing committees may be designated as
inactive and can be made active in the future.

Ad hoc committees may be appointed by the Board as necessary.

All members of a standing or ad hoc committee must be either a Supporting Member or a Voting
Member of the Association.

I. Board of Directors
The duties of the Directors shall be to transact all business of the Association, subject to the
approval of the Voting Membership, where required.

The dates, days, times, and locations of the Market(s) will be established annually by the

Duties of the board members:

CHAIR: shall call meetings, appoint and oversee committees, and actively perform duties in the
interest of the Association.

VICE-CHAIR: shall perform the duties of the chair in her/his absence and take an active role in
the management and leadership of the Association.

SECRETARY: shall keep a record of the proceedings of all meetings, a record of attendance at
all meetings, send notice to all Directors prior to board meetings and to all Voting and
Supporting Members prior to membership meetings by e-mail at least one week prior to each
meeting, and attend to correspondence of the Association.

TREASURER: shall collect and hold all Association money in bank accounts and pay all bills.
The treasurer shall keep complete financial records and present a report at each meeting of the
Association. She/he shall present a detailed year-end report to the Directors and is responsible
for preparing a preliminary budget for the upcoming year.

AT LARGE: shall oversee special projects in support of the Association.

Any Director or committee member who has been assigned a budget is responsible for the
budget; and for collecting invoices, approving them, and submitting them to the treasurer for
payment. Any expenditures in excess of those approved in the budget process must receive
approval from the Directors prior to encumbering these funds.

Meetings shall be facilitated by the chair or her/his designee. The meeting process used shall
allow everyone the chance to be heard, but will not allow anyone to dominate the meetings to
the extent that the business of the Association cannot be accomplished in a fair and constructive
manner. Decisions requiring a vote will be made by majority vote. Directors shall contact the
chair or secretary, prior to the meeting if they will be absent, to be excused from the board

II. Membership
All Vendors selling at the Market must be Voting Members of the Association. All Directors must
be Voting Members of the Association. All members of one of the Association’s committees who
are not Vendors or Directors, must be Supporting Members.

III. Market Requirements
Each Vendor must sign an affidavit declaring that the products she/he is selling at the Market
are consistent with the Market Rules and Regulations. A designated member of the Association
and/or employee of the Association may visit the Vendor’s farm or production site to verify that
the products are in compliance.

Vendor privileges may be suspended if a Vendor violates the Market’s rules and regulations and
fails to comply after a warning. Repeated violations will lead to termination of membership.
The super category of non-food items, including crafts, services, non-edible animal products
and community organizations, will be limited to no more than twenty percent of the total number
of Vendors.

IV. Paid Positions
The Association may hire appropriate staff to ensure the smooth running of the Market. Any
person hired will have a written contract with the Board that specifies the responsibilities, duties,
and reporting requirements of the position. Directors may not be in a paid position for the

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