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:
The Johnson County Farmers Market has been organized on a non-profit basis for the following purposes:
Article Three -- Membership
Article Four -- Meetings
Article Five -- Board of Directors/Elections
Article Six -- Duties of the Board of Directors
Article Seven -- Duties of Officers and Manager
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