Article One -- Corporation
The name of this Corporation shall be the Johnson County Farmers Market.The initial and principal office of the Corporation shall be located in Mountain City in the county of Johnson, or at any other location as the Board of Directors may determine.The initial and principal location of the Corporation is: 212 Roan Creek Rd., Mountain City, TN 37683. Mike Wiles is the initial registered agent at this location.
Article Two -- Purpose
The purposes for which this Corporation is formed are exclusively educational and economic development for public benefit and consist of the following:The specific and primary purposes are:
- To raise the economic, educational, and agricultural production levels of the residents of the county and region.
- To expand the opportunities available to said residents and groups to own, manage, and operate agricultural business enterprises in economically depressed areas.
- To assist said residents and groups in developing entrepreneurial and management skills necessary for the successful operation of agricultural business enterprises.
- The general purposes and powers are to have and exercise all rights and powers conferred on Corporations formed under the general nonprofit Corporation law of the State of Tennessee; provided, however, that this Corporations shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific and primary purposes of this Corporation.
The Johnson County Farmers Market has been organized on a non-profit basis for the following purposes:
- To provide market outlets for farmers to promote their products directly to the consumer.
- To provide fresh high-quality local farm products to consumers at a reasonable price.
- To establish and maintain basic operating standards and representation for vendors.
- To provide the Farmers Market with publicity to promote the sale of Tennessee produce.
- To provide education and community enhancement.
Article Three -- Membership
- The executive committee shall be responsible for accepting new vendors/members; however, any grower/marketer who has been refused membership shall have the right to appeal before the Board of Directors.
- Membership shall be open to any grower raising at least 50 percent of their produce, or any crafter who personally makes their products within a 150 mile radius of Johnson County. Over the course of the season, out of season products may be brought if it does not compete with local availability. Vendors/members should meet all other requirements as set forth in these bylaws. Membership shall be defined as vendors, certified Friends of the market, and volunteers.
- Membership will be established at the annual meeting, application fees and vendor fees must be paid up to date.
Article Four -- Meetings
- There shall be at least one vendors meeting of the Johnson County Farmers Market held each year. Thirty days notice will be given to all members prior to the date of the meeting.
- The scheduling and location of meetings shall be decided by the Board of Directors. Special meetings shall be held at the call of the president of the Johnson County Farmers Market, after due notification of all members. Three or more vendors may direct the president to call a special meeting.
Article Five -- Board of Directors/Elections
- The government of the Johnson County Farmers Market shall be vested in an elected committee of five members known as the Board of Directors.
- At the first meeting of the calendar year, the two Directors receiving the highest number of votes shall be elected for a 3-year period, the next two highest for 2-years, and the next highest one for a 1-year period. At the expiration of the terms of the Board of Directors so elected, their successors shall be elected and in like manner serve for terms of two years. All members of the Board of Directors shall be elected by ballot.
- Vendor members who have multiple employees/representatives attending Market and Meetings shall designate one of their party to be the voting member.
- Nominations for Board membership is open to Members who are in good standing, and have been a member of Johnson County Farmers Market for at least one calendar year prior to the election.
- Only one member from a business may be elected to be on the board.
- The Board of Directors shall meet within a month after the election. Three members of the Board shall constitute a quorum. At the first meeting following their election, the Board of Directors shall be organized and the executive officers chosen -- executive officers to be President, Vice President, Treasurer and Secretary.
- In the event of any vacancy on the Board of Directors, the remaining Board shall select any vendor of the Johnson County Farmers Market in good standing to fill the vacancy until the election meeting of the Johnson County Farmers Market for that appointed seat.
- The incorporators of this Corporations are: Mike Wiles, President, 1967 Jenkins Hollow Rd., Mountain City, TN 37683 Robert Gentry, Vice President, 406 Gentry Cemetery Rd., Laurel Bloomery, TN 37680, Bill Ward II, Treasurer, 1600 Robe Shull Rd., Mountain City, TN 37683
Article Six -- Duties of the Board of Directors
- The duties of the Board of Directors shall be to transact all business of the Johnson County Farmers Market; to establish the policy of said Johnson County Farmers Market regarding program of activities; to authorize all contracts for services and supplies; to prepare a budget for each operating period (space cost, insurance, market manager, advertising); and to recommend daily, monthly, or seasonal rental rates per stall.
- The Board shall have the power to employ a Manager, define his/her duties, and fix his/her compensation.
- The Directors of the Corporation shall not be personally liable for any breach of fiduciary duty except for a breach of the Director’s duty of loyalty to the Corporation; for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; or for unlawful distributions in violation of Tennessee Code Annotated Section 48-58-304.
- The provisions of these Bylaws may be amended, altered, or repealed from time to time to the extent and in the manner prescribed by the Tennessee General Corporation Act, Tennessee Code Annotated Section 48-58-201, et seq., and any additional provisions so authorized may be added hereto; provided that the provisions of this Charter shall not be changed, modified, repealed, or expanded in such a manner to be inconsistent with the purposes for which the Corporation is formed.
Article Seven -- Duties of Officers and Manager
- The President shall call a meeting of the Executive Board of Directors at any time when, in his/her judgement, there is business to be transacted. He/she shall appoint all committees from the Board of Directors and the vendor membership, and delegate authority to the committees to assist the Board of Directors in performing any duties necessary to promote the interests of the Johnson County Farmers Market. Special meetings shall be held upon call of the President.
- The Vice President shall perform all duties of the President in their absence.
- The Treasurer shall hold all Johnson County Farmers Market money; pay all bills upon order of the Board of Directors; and present his/her books and records for auditing on request of the Board of Directors. Checks submitted for payments will have the signature of two appointed Board members.
- The Secretary shall keep a record of the proceedings of all meetings; send a written notice to the Board and/or vendors 7 days prior to each meeting; attend to all correspondence of the Johnson County Farmers Market; and perform any duties for the Johnson County Farmers Market assigned by the Board of Directors.
- The Manager shall perform such duties and shall exercise such authority as the Board may define from time to time vest in him/her. Under the general supervision of the Board, the Manager shall have general charge of the ordinary and usual business operations of the Johnson County Farmers Market, including the purchasing, marketing, and handling of all products and supplies handled by the Johnson County Farmers Market. He/she shall render annual and other statements in the form and in the manner prescribed by the Board of Directors. He/she shall employ, supervise, and dismiss any and all employees of the Johnson County Farmers Market.
- It shall further be the duty of the Board of Directors to promote, by regulations and management, the farmers market. In pursuance thereof, the following rules and regulations are hereby adopted.
Article Eight -- Market Rules and Operating Guidelines
The market rules and operating guidelines shall be developed each year by the Johnson County Farmers Market Board of Directors and submitted at the Johnson County Farmers Market annual meeting with input from the vendors. Rules and operating guidelines may be amended, added to, or deleted from at any time only by majority vote of the Board.
Article Nine -- Compensation and Conflicts of Interest
Except as may be specifically provided for in the Policies and Procedures in effect, no Director or officer of JCFM shall receive any salary, fee, payment, honorarium, or other compensation or thing of value of any kind from JCFM or from any other source as a result of such Director’s or officer’s position or affiliation with JCFM.No Director or officer of JCFM shall (1) engage in any course of conduct which will result in a conflict of interest or potential conflict of interest with JCFM, or (2) take any public position inimical to the interests of JCFM, without the proper express written approval of the Board of Directors or Executive Committee of JCFM.JCFM Board members may act only as a body, not as individual members. Individual Board members, vendors, and committees cannot act on behalf of the Market unless explicitly authorized to do so by the Board of Directors. The JCFM shall not hold a Director personally liable for any acts or omission resulting in losses to the JCFM while acting in his or her official capacity, provided the Director acted in good faith and without knowledge concerning the matter in question that makes reliance otherwise unwarranted. A Director shall not divert for personal gain any interest belonging to the JCFM unless the transaction was fair at the time it was entered into and full disclosure of the corporate opportunity is made to the Board, and the Board of Directors or such committee authorized, approved, or ratified the transaction.
Article Ten -- Upon Dissolution of the Corporation
The property of this Corporation is irrevocably dedicated to educational and agricultural economic improvement purposes, and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or members of the Board of Directors thereof, or the benefit of any private person.Upon the dissolution of the Corporation, and pursuant to Tennessee Code Annotated Section 48-64-101, et seq., all liabilities and obligations of the Corporation shall be paid and discharged, or adequate provisions shall be made; therefore, assets held by the Corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of such dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; and all remaining assets of the Corporation shall be disposed of exclusively for the purposes of the Corporation in such manner, or to such Corporation or Corporations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt Corporation or Corporations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as the Board of Directors shall determine.
Adopted: December 3, 2009
Amended: October 15, 2020