BYLAWS

OF DURANGO FARMERS MARKET

A nonprofit corporation formed under and pursuant to the laws of the State of Colorado

ARTICLE 1

OFFICES, CORPORATE SEAL, AND CORPORATE ARTICLES

1.1 Principal Office

The principal office of the Corporation shall be located at 2949 E 4th Ave, Durango, CO, 81301, United States, or at such other location as may be determined from time to time by resolution of the Board of Directors. The Corporation shall maintain a registered office and registered agent within the State of Colorado as required by law.

1.2 References to Articles

All references herein to the "Articles" shall mean the Corporation’s Articles of Incorporation, as amended or restated from time to time and duly filed with the Colorado Secretary of State in accordance with applicable law.

1.3 Seniority of Articles

In the event of any conflict or inconsistency, the statutes of the State of Colorado shall govern and supersede the provisions of the Corporation’s Articles of Incorporation and these Bylaws. Similarly, the Articles of Incorporation shall take precedence over these Bylaws. These Bylaws shall be deemed amended automatically to conform with any conflicting statutory provisions or amendments to the Articles of Incorporation, as required by law.

ARTICLE 2

NONPROFIT PURPOSES

Section 1. Organization: Statement Regarding Purpose

Durango Farmers Market has been organized to operate exclusively for charitable and educational purposes, as outlined under Section 501c3 of the IRS Code, or corresponding section of any future federal tax code, with its purpose including but not limited to: The mission of the Durango Farmers Market is to support agriculture and the local community of farmers and ranchers by providing a vibrant marketplace. Within this marketplace, we aim to support the growth of sustainable food networks and local small businesses, enhance access to education, and boost the local economy.

Section 2. Specific Objectives and Purposes

The specific objectives and purposes of this corporation shall be: 1. To provide an economically sustainable marketplace for local agricultural producers to sell their products. 2. To disseminate information to vendors about opportunities for growth and education. 3. To build a community that supports healthy local food systems. 4. To increase education about and reduce barriers to local food access by building partnerships that promote healthy food and inclusivity. 5. To create a viable marketplace for community members to purchase local goods and to gather together.

ARTICLE 3

MEMBERS

3.1 Membership Eligibility

A member in good standing shall meet the following qualifications:

1. The individual shall be the owner or primary corporate officer of a participating entity and shall maintain residency in one of the following counties: La Plata County, Montezuma County, Archuleta County, or San Juan County in Colorado, or San Juan County in New Mexico.

2. The individual or member representative shall have participated in no fewer than ten (10) markets during the most recent summer season.

3. The member shall attend both the fall and spring membership meetings in one of the following manners: a. By personal attendance, b. Through remote attendance, or c. By appointing a proxy to attend on their behalf.

4. The member shall commit to and actively serve on a standing committee for a minimum one-year term every four (4) years

5. and/or serve as a Durango Farmers Market Board member for at least one (1) full term every ten (10) years.

6. Member shall maintain good standing by adhering to market rules, fulfilling obligations, and complying with requirements set forth by the Board of Directors. Failure to meet these standards may result in the loss of good standing.

3.1.1 Membership Duration

Membership shall commence upon confirmation that the participating entity has met the eligibility requirements outlined in Section 3.1. Membership shall remain in effect as long as the member remains in good standing, complies with the bylaws and policies of the Corporation, and continues to meet all eligibility criteria. Members may lose good standing due to violations of market rules, failure to fulfill obligations, or noncompliance with requirements set forth by the Board of Directors. For attendance-related concerns, extenuating circumstances impacting a member’s ability to meet attendance requirements may be reviewed by the Executive Director. The Executive Director shall consider the circumstances and make a recommendation to the Board of Directors for final determination.

3.2 Meetings of Members

All meetings of the members shall be convened at a location as determined by resolution of the Board of Directors.

3.3 Semiannual Meetings

Semiannual meetings of the members shall be held prior to the start of regular season and after the regular season has ended. The meeting after regular season shall serve as the Corporation's Annual Meeting. The business of the semiannual meetings shall include the election of the Board of Directors and the transaction of any other business properly presented for consideration by the membership.

3.4 Notice of Semiannual Meetings

Notice of semiannual meetings shall be provided in writing to all members in good standing no fewer than ten (10) days and no more than thirty (30) days prior to the date of the meeting. Such notice shall specify: 1. The time, date, and location of the meeting, 2. The agenda and supporting documents of the meeting, 3. The purpose(s) for which the meeting is being called, and 4. Any special quorum requirements applicable to the meeting.

3.5 Special Meetings of Members

Special meetings of the members may be convened upon: 1. The written request of the President, 2. The written request of the Secretary, 3. The written request of a majority of the Board of Directors, or 4. The written request of members comprising no less than ten percent (10%) of the total membership or ten (10) members, whichever is lesser. The written request shall specify the purpose(s) for which the meeting is to be called. Notice of any special meeting shall be issued in writing to all members no fewer than ten (10) days and no more than thirty (30) days prior to the meeting. Such notice shall include:

1. The date, time, and location of the meeting, and

2. The specific purpose(s) for which the meeting is called.

The business conducted at any special meeting of members shall be strictly confined to the matters specified in the notice of the meeting.

3.6 Quorum

A quorum for the transaction of business at any meeting of the members shall be constituted by the presence, whether in person, remote, or by proxy, of sixty percent (60%) of the members in good standing. The Secretary shall be responsible for maintaining and verifying an up-to-date list of members in good standing. All members in good standing shall be entitled to vote at any meeting of the members.

3.7 Procedure of Meetings

All meetings of the Corporation, including meetings of the members, Board of Directors, or any committees, shall be conducted in accordance with Robert's Rules of Order, latest edition, except as otherwise provided by these Bylaws or applicable law.

3.8 Voting Process

1. Eligibility to Vote:

All members in good standing, as verified by the Secretary, are entitled to one (1) vote per membership entity at any meeting of the members. Proxy votes shall be allowed as outlined in Section 3.6.

2. Methods of Voting:

Voting may occur in any of the following manners, as determined by the Board of Directors:

◦ In-person voting: Members present at the meeting may cast their votes directly.

◦ Remote voting: Members attending remotely shall have access to secure electronic or telephonic voting mechanisms.

◦ Proxy voting: Members unable to attend may appoint a proxy in writing to cast a vote on their behalf. Proxy appointments must be submitted to the Secretary no fewer than three (3) business days prior to the meeting.

3. Majority Requirement: Unless otherwise specified in these Bylaws or required by applicable law, decisions at membership meetings shall be approved by a simple majority vote of those present (in person, remotely, or by proxy) and voting.

4. Confidentiality: For elections and other matters requiring confidential voting, the Board of Directors shall ensure that ballots, whether physical or electronic, are handled in a manner that maintains anonymity and security.

5. Tie Votes: In the event of a tie, the presiding officer shall cast the deciding vote, unless the matter pertains to the election of Board members, in which case a revote shall be conducted.

ARTICLE 4

DIRECTORS

4.1 NUMBER AND TERMS

The Board of Directors shall consist of no fewer than five (5) and no more than nine (9) members. A majority of the Board shall be comprised of current Agricultural Vendors of the Durango Farmers Market who are in good standing. Directors shall serve a term of two (2) years and may be eligible for two additional successive terms. Any vacancy arising from resignation, death, or removal may be immediately filled by a majority vote of the remaining Directors. The appointed individual shall serve until the next Annual meeting of members, at which time the position shall stand for election. Any Director who is absent from three (3) consecutive board meetings may, at the discretion of and upon a majority vote by the Board of Directors, be removed from office. Any resulting vacancy shall be addressed in accordance with this provision.

4.2 ELECTION OF DIRECTORS

The election of Directors shall be conducted as follows:

● Nominations: Nominations for available Director positions may be submitted by any member in good standing. Nominations may be submitted in writing, electronically, or in person at the annual meeting. While members are encouraged to submit nominations in advance, nominations will also be accepted up to and during the annual meeting.

● Balloting: The names of all nominees shall be included on a ballot. Ballots may be distributed electronically or physically to members in good standing prior to or at the annual meeting.

● Quorum Requirement: A quorum of member votes is required to validate the election process, regardless of whether votes are cast electronically, in person, or a combination thereof.

4.3 REMOVAL OF A DIRECTOR

Any director may be removed from the Board of Directors by an affirmative vote of Majority of the directors present at an official meeting of the Board. Notice of the proposed removal will be given to members at least 10 days before the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.

4.4 POWERS OF THE BOARD

The Board of Directors shall exercise all corporate powers and manage the business and affairs of the Corporation, except as otherwise reserved to the members by applicable law, the Articles of Incorporation, or these Bylaws. The Board may take any lawful action necessary to further the purposes of the Corporation.

4.5 MEETINGS OF THE BOARD

The Board of Directors shall convene no fewer than twelve (12) times annually, with additional meetings called as necessary by the President or any three (3) Directors. Meetings may be conducted in person, via teleconference, or through other real-time electronic communication method, provided all participants can simultaneously hear one another.

4.6 OFFICERS OF THE CORPORATION

The Board of Directors shall convene within thirty (30) days following the Annual Meeting to elect officers. The officers shall include a President, Vice President, Secretary, and Treasurer. These officers shall collectively constitute the Executive Committee, which is authorized to act on behalf of the Corporation as needed between board meetings, subject to ratification by the Board. Officers shall serve a term of two (2) years, beginning upon their election and concluding at the close of the second Annual Meeting following their election. Officers may serve consecutive terms if re-elected by the Board of Directors. In the event an officer is unable to complete their term, the Board shall appoint a replacement to serve the remainder of the term.

4.7 STANDING COMMITTEES

The Board of Directors may establish standing or ad hoc committees as necessary to support the governance and operations of the Corporation. The responsibilities, composition, and authority of each committee shall be determined by the Board and documented in the organizational policies. Committees shall report to the Board of Directors and operate under its direction.

4.8 COMPENSATION OF DIRECTORS

Directors shall not receive any form of remuneration for their service. However, Directors may be reimbursed for reasonable and necessary expenses incurred in the discharge of their duties, provided such expenses are pre-approved by the Board of Directors in accordance with the organization’s policies.

4.9 QUORUM REQUIREMENTS

A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority (fifty-one percent or more) of the Directors currently serving.

4.10 DUTIES OF OFFICERS

A. PRESIDENT

The President shall serve as the chief executive officer of the Board of Directors and the Corporation, presiding over all meetings of the Board of Directors and members. The President is authorized to execute all legal instruments on behalf of the Corporation and is responsible for implementing the policies established by the Board.

B. VICE PRESIDENT

The Vice President shall perform duties assigned by the Board and shall assume the responsibilities of the President in the event of the President's temporary absence or incapacity. In the case of the President’s permanent incapacity, a new President will be elected at the next following meeting of the Board of Directors.

C. SECRETARY

The Board and Corporate Secretary shall ensure accurate records of all meetings, including minutes, agendas, and resolutions, are maintained.

● Responsible for maintaining the official corporate documents, including the Articles of Incorporation, Bylaws, and Rules and Regulations.

● Ensures timely and lawful distribution of meeting notices.

● Provides access to corporate records for inspection as required by law.

D. TREASURER

The Board Treasurer shall oversee all financial operations of the Corporation.

● Ensures proper receipt, deposit, and disbursement of funds in accordance with Board directives.

● Maintains accurate and complete financial records, including books of account.

● Prepares and submits financial reports as required by the Board or applicable law.

● Ensures the Corporation’s compliance with all financial reporting and tax obligations.

ARTICLE 5

FUNDS & SECURITIES

5.1 AUTHORIZATION OF EXPENDITURES

The Board of Directors may authorize any officer, in the name of and on behalf of the corporation, to enter into contracts, execute and deliver instruments, or sign checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness. Such authority may be general or confined to specific instances as determined by the Board of Directors. Unless explicitly authorized in writing by the Board of Directors, no officer shall have the power or authority to bind the Corporation to any contract, pledge its credit, or render it liable for any purpose or amount.

5.2 DEPOSIT OF FUNDS

All funds of the Corporation shall be deposited regularly in the name of the Corporation in such banks or depositories as the Board of Directors may designate. The Board shall specify the officers or Directors authorized to endorse, sign, and deliver checks or other orders for the payment of funds payable to the corporation.

5.3 FINANCIAL REVIEW

The Corporation’s fiscal year shall align with the calendar year. At the close of each fiscal year, the Corporation’s financial transactions shall undergo a review as directed by the Board of Directors. A report summarizing the results of the financial review shall be presented to the Board of Directors for its evaluation and approval. The Board shall approve the financial reports for submittal to comply with the requirements of governing authorities, including but not limited to the Internal Revenue Service (IRS) and other applicable regulatory agencies.

5.4 OVERSIGHT AND ENFORCEMENT

The Board of Directors shall oversee the affairs and business of the Corporation and ensure compliance with applicable laws, these Bylaws, and the organization’s Rules and Regulations. The Executive Director shall be responsible for the day-to-day management and enforcement of policies and procedures, under the oversight and direction of the Board.

5.5 OPERATING RULES AND REGULATIONS

“Rules and Regulations,” including a grievance procedure (with timelines and steps for resolution) to address disputes related to the operation of the Durango Farmers Market, shall govern the operation of the Market in alignment with these Bylaws. The Board of Directors shall ensure the Rules and Regulations document is reviewed annually, including consideration of proposed changes submitted to the Board for approval by the Rules and Regulations / Compliance Committee. The Board retains the final authority to approve, amend, or reject any changes to the Rules and Regulations.

ARTICLE 6

REPEAL, ALTERATION, OR AMENDMENT

6.1 AMENDMENTS TO BYLAWS

These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted, at any time by a majority vote of the eligible members.

ARTICLE 7

CONDITION OF MEMBERSHIP

7.1 LIABILITY AND INDEMNIFICATION OF BOARD OF DIRECTORS AND OFFICERS

SECTION 1. In accordance with general notions of corporate limited liability, directors and officers shall not be, as such, held personally liable for the acts, debts, liabilities or obligations of the corporation, assuming that the directors and officers: acted in good faith; as regards official actions, reasonably believed that the conduct was in the best interest of the nonprofit corporation; as regards all other cases, reasonably believed that the conduct was at least not opposed to the nonprofit corporation’s best interest; as regards any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

SECTION 2. Directors and officers are not to be held personally liable for any tort committed by a corporate employee unless they are personally involved in the situation or committed a criminal offense in connection with such situation.

ORGANIZATION: STATEMENT OF DISSOLUTION

Upon the dissolution of the organization, assets shall be distributed to (specify), or one or more organizations pursuing similar mission and exempt purposes within the meaning of section 501c3 of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to other organizations pursuing exempt purposes, or to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by the court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization(s) as said Court shall determine, which are organized and operated exclusively for such purposes.

January 2025