NHFTRC By Laws
Article I – Name: The name of this organization shall be the “New Hampshire Farm to Restaurant Connection Association (NHFRC)”.
Article II – Organization, Purpose, Mission, and Objectives:
The NHFRC is organized as a standing committee of the New Hampshire Made, a New Hampshire Nonprofit Corporation and operates as a partner with the NH Stories, Inc (Doing business as NH Made). under Article VI, paragraph 7. (d) of their bylaws, August 24, 1998*, as amended 18 April 2005. NH Made is an IRS recognized 501(c)3 nonprofit corporation. NH Stories also does business as NH Made and NHMade.com. The NHFRC may use the names: “The New Hampshire Farm to Restaurant Connection, a standing committee of NHMade.com (NH Stories, Inc)” or “The New Hampshire Farm to Restaurant Connection in partnership with NHMade.com (NH Stories, Inc)” or “The New Hampshire Farm to Restaurant Connection, a division of NHMade.com (NH Stories, Inc)” or similar appellation approved by the NH Stories, Inc., Board of Trustees. This standing committee will be established for a minimum of three years from the adoption of these bylaws, unless the two partners mutually agree to an earlier termination.
The purpose of the New Hampshire Farm to Restaurant Connection (NHFRC) association is to link New Hampshire farms and food businesses (to include nutritional education organizations) with New Hampshire restaurants. Today’s consumers are more aware and concerned about the sources of their food supply making locally produced foods very significant. Restaurant promotion of local foods would enhance both the restaurant business and the farm/food business, while helping to maintain New Hampshire’s economic and rural landscapes.
The mission of the NHFRC is to educate the general public on the benefits of a healthy lifestyle acquired through locally grown agricultural products. We are dedicated to helping consumers understand the economic, social and ecological benefits of this lifestyle for themselves as well as for local farmers, food businesses and restaurants. The association seeks to educate local farmers, food businesses and restaurants on best management practices and common operating procedures through a variety of means including workshops, seminars and multi-media. The NHFRC will work to provide the educational assistance, support and training that local farmers, food businesses and restaurants need to provide healthy food in an ecologically sound manner. Through education and member participation, the NHFRC strengthens New Hampshire farmers, food businesses and restaurants.
The objectives of this organization shall be:
- To educate farmers, food businesses and restaurants, consumers, decision-makers and the general public about the availability, scope, diversity and benefits of locally grown produce.
- To identify farms, food businesses and restaurants and develop a network of education, support and training for them.
- To identify, promote and encourage the development of self-sustaining, environmentally conscious farms, food businesses and restaurants. To develop new and expanded farms, food businesses and restaurants through education, marketing and promotional diversity to include, but not be limited to: group marketing, educational opportunities, growing and processing facilities, and agri & eco-tourism. We envision an outreach to food service establishments, to include school and work-place cafeterias, as well as commercial restaurants, in order to improve the nutritional quality of their fare through increased usage of New Hampshire locally grown produce.
- To protect the diversity of locally grown produce available to NH food businesses and restaurants.
- To provide a forum for the exchange of ideas and for addressing problems, needs and concerns; an increased opportunity for purchasing materials by taking advantage of bulk purchase discounts; and information and technical resources.
- To advocate farmers’ rights to market their produce and to ensure the continued protection of these rights. To provide an information resource to and proactively work with regulatory authorities to create suitable regulations and amend existing regulations related to agriculture markets and the production of agricultural-based products.
- To contribute to the efforts of related industries and associations in promoting New Hampshire’s rich and diverse agriculture, forest and tourist-based heritage.
- To promote the health and vigor of farms, food businesses and restaurants in New Hampshire in cooperation with the efforts of educational and governmental.
- To support other ideas, activities or programs beneficial to NH farms, food businesses and restaurants.
Article III – Membership: Individuals, farmers, food businesses and restaurants that support the goal and objectives of this association may become a member of the NHFRC upon application and payment of any required annual dues. Upon review of all parties involved, the Board of Directors may, with a 2/3 majority vote, revoke membership of any individual and/or business member whose activities are deemed detrimental to the goals and objectives of the NHFRC. Membership in the NHFRC does not automatically convey membership in the NHMade.com (NH Stories, Inc). NHFRC members will be offered the opportunity to become members of the NHMade.com (NH Stories, Inc).
Article IV – Dues: The necessary funds to defray the expenses of the NHFRC may be raised by dues, grants, donations and other income from activities substantially related to its exempt purpose. Annual dues are due on or before 31 January.
Article V – Meetings: An annual meeting will be held. A minimum of two (2) additional meetings will be held – one in the spring/summer and one in the fall/winter. Meetings will be held at a time and place determined during the preceding meeting. The membership shall be notified of the time and place prior to the meeting. Additional and/or special meetings may be held as required.
Article VI – Officers and Board of Directors: The board of Directors of the NHFRC shall consist of a President, Vice-President, Secretary and/or Treasurer and a minimum of three Directors, one of whom may be nominated by the NHMade.com (NH Stories, Inc). The NHFRC board of directors shall nominate an officer or a member of the board to the NHMade.com (NH Stories, Inc), Board of Trustees to fill a trustee position (three year term). The Board of Directors, if so requested by NHMade.com (NH Stories, Inc), may nominate additional members of the board of the general membership to trustee positions on the NHMade.com (NH Stories, Inc) Board of Trustees.
- The President shall perform those duties which usually pertain to the office of the President including presiding at all NHFRC meetings, having general supervision of the affairs of the NHFRC, signing or countersigning all contracts or other instruments of the NHFRC as authorized by the Board of Directors, and making all efforts to keep the Board of Directors and the general members informed of all decisions and actions undertaken on their behalf by the Board of Directors. The president shall normally serve as the NHFRC nominee to the NHMade.com (NH Stories, Inc) Board of Trustees.
- The Vice-President shall perform the duties of the President in his/her absence or inability to serve as well as other duties as assigned.
- The Secretary shall maintain records of all business, meetings and transactions of the NHFRC and is responsible for correspondence within the membership. In the case of absence, the President shall appoint a Secretary pro-tem to serve during a business meeting or until the time an elected Secretary can fulfill his/her duties. The Secretary shall perform other duties as assigned.
- The Treasurer shall collect all dues, make out vouchers covering all legitimate expenses of the NHFRC, submit them to the Board of Directors and have custody of all funding of the NHFRC. The Treasurer shall keep regular books of accounts and balance the same every month and submit this record to the Board of Directors and membership at each meeting. The Treasurer shall perform other duties as assigned.
- The directors, with the approval of the membership, will raise and expend all funds of the organization, collect all monies due, have control of the expenses, determine the operating policies and transact all other business of the NHFRC and perform such other functions as are deemed necessary.
- Vacancies shall be filled by nomination at a meeting attended by the board of directors and announced and open to the general membership.
- Upon review of all parties involved, the Board of Directors may, with a 2/3 majority vote of the membership present at a scheduled or special meeting, remove any Officer and/or Director from office whose activities are deemed detrimental to the goals and objectives of the NHFRC.
- The Departments of Agriculture, Food and Markets, Resources and Economic Development, and Health & Human Services and the University of New Hampshire Cooperative Extension, may appoint advisor(s)/representative(s) to the NHFRC Board of Directors.
- From time to time the NHFRC will seek grants from outside agencies. These grants will be drafted and then reviewed by the NHFRC and a minimum of the NHMade.com (NH Stories, Inc) Executive Committee, Executive Director and NHDAMF representative. The NHFRC president and/or representative(s) to the NHMade.com (NH Stories, Inc) Board of Trustees shall brief the full board regularly on the status of grants. Approved grant monies will be deposited into a NHMade.com (NH Stories, Inc) line item for the NHFRC and disbursed to the NHFRC, upon request. The two entities will agree to a “chart of accounts” for the NHFRC. Where required, this process will be detailed in any grant proposal as part of the administrative section.
- The NHFRC will provide the NHMade.com (NH Stories, Inc) Board with an annual budget; monthly and year end financial statements; copies of records of all business, meetings and transactions of the NHFRC; and an annual report. The NHMade.com (NH Stories, Inc) Board will provide the NHFRC with periodic reports of its services rendered and any financial remuneration required for those services.
Article VII – Committees: Committees shall be comprised of members in good standing, chosen by nomination and shall be administered by a chairperson elected by the committee. Vacancies shall be filled by nomination at a meeting attended by the board of directors and announced and open to the general membership.
Article VIII – Elections, Terms and Quorum: The Board of Directors shall be elected to serve a term of one year. Elections of Officers and the Board of Directors shall be held at the annual meeting, requiring a majority vote of those present. Officers shall be members in good standing. A majority of the NHFRC members attending shall constitute a quorum.
Article IX – Conflict of Interest Policy: Officers and Directors of the NHFRC shall receive no compensation for their services as Officers and Directors. It is allowable that they may be reimbursed for expenses incurred in carrying out their duties. The details of any such expenses shall be presented to the Board of Directors prior to reimbursement.
The New Hampshire statutory requirements are incorporated into and made part of this policy.
The Association, Officers and Directors will comply with all requirements of New Hampshire laws dealing with pecuniary benefit transactions (RSA 7:19, II and 292:6-a). These requirements include, but are not limited to, absolute prohibition on any loans to any officer or director of the NHFRC. These requirements extend to both direct and indirect financial interests, as defined by these statutes.
Article X – Fiscal Year: The fiscal year will be the calendar year.
Article XI – Amendments: These by-laws may be amended by a two-thirds (2/3) vote of the members present at any regular meeting or any special meeting of the NHFRC called for that purpose. This process for amendment will begin after the adoption of these by-laws by the NHFRC.
Article XII – Dissolution: In case of dissolution of the NHFRC, all of the remaining assets and property of the NHFRC shall, after payment of necessary expenses thereof, be distributed to an organization or organizations having like aims and goals as the NHFRC; otherwise, all corporate assets will be disposed of according to applicable state law.
Date: Adopted on .
* NH Stories, Inc. Bylaws, August 24, 1998, Article VI. 7. (d), as amended 18 April 2005: Standing Committees. Standing committees may be established by the Board of Trustees to allow groups organized to represent interests with compatible intents and purposes as the Corporation to engage more fully with the programs and operations of the Corporation. Where such groups are membership organizations that petition for association as Standing Committees with the Corporation, individual members of such groups may be eligible to qualify independently as members to use the New Hampshire product and service identity image described in Section A of Article IV. Association as a Standing Committee does not confer membership in the Corporation to any individual.