Constitution of the Organic Association of Kentucky

  1. Name: The name of the organization is the Organic Association of Kentucky (OAK). 
  2. Purpose: The purpose of the organization shall be to promote organic production and consumption in Kentucky as part of a food and farming system that strengthens communities by being economically viable and environmentally sound. 
  3. Membership: Membership in this organization shall be open to all parties interested in organic agriculture in Kentucky -- without regard to race, religion, national origin, physical or mental handicap, age, sexual orientation, or gender -- who are willing to abide by the guidelines set forth in the Constitution and Bylaws.
  4. Officers: The officers of this organization shall consist of a chair, vice-chair, secretary, treasurer, and five members at large. The board will be elected by a plurality vote of the members under guidelines set forth in the voting section. Elections shall be held at the annual meeting.
  5. Meetings: The organization shall meet at least once each year. 
  6. Procedure: The meetings of this organization shall be conducted according to parliamentary law as defined in Roberts' Rules of Order. 
  7. Amendments: This constitution may be amended by two-thirds of votes cast by members. 

Bylaws of the Organic Association of Kentucky

  1. Name and purpose

    • 1.1. The name of the organization shall be the Organic Association of Kentucky, hereafter referred to as OAK. 
    • 1.2. OAK is organized to promote organic production and consumption in Kentucky as part of a food and farming system that strengthens communities by being economically viable and environmentally sound. 
      • a) OAK is organized exclusively as a non-profit, voluntary association. Notwithstanding any other provision of these Constitution and Bylaws, OAK shall not carry on any activities which are not permitted to be carried out by a non-profit association. 
      • b) Organic production is defined as a production system managed in accordance with USDA National Organic Program regulations to respond to site-specific conditions by integrating cultural, biological, and mechanical practices that foster cycling of resources, promote ecological balance, and conserve biodiversity. 

  2. Membership 

    • 2.1. Membership in this organization shall be open to all parties interested in organic agriculture in Kentucky -- without regard to race, religion, national origin, physical or mental handicap, age, sexual orientation, or gender -- who are willing to abide by the guidelines set forth in the Constitution and Bylaws. Membership is not limited to those who practice certified organic production as defined by the National Organic Program. 
    • 2.2. Members will be classified as individual, associate, or student. 
      • a) Individual Membership grants full organizational benefits, including voting privileges, to an individual. It is nontransferable and nonrefundable. 
      • b) Associate Membership grants limited organizational benefits, without voting privileges, to all members of a corporation, institution, or other organization. A single non-voting contact person shall represent the organization to OAK. Those who belong to an Associate Member organization may elect to become Individual Members to gain voting privileges. 
      • c) Student Membership grants full organizational benefits. 
    • 2.3. Members will pay annual dues according to their classification. Upcoming year's dues will be proposed by the Board at the annual membership meeting and will be voted on by the membership. 
    • 2.4. To be eligible to vote members must have filed their contact information with the secretary and have paid their membership dues in full. 
    • 2.5. Members will not engage in oral or written attacks on other issues. Issues between members shall be handled through the disputes procedure. Each party to the dispute shall select a representative, the board shall select a representative, and these three parties shall reach a binding decision. 
    • 2.6. Members will not represent OAK to the media without the express direction and designation of the Chair, except that staffing a booth, exhibit, or other OAK activity will consitute direction to interact with the media only so far as answering questions about that particular activity. All other questions must be referred to the Chair or Chair's designee. 

  3. Board of Directors

    • 3.1. The Board of Directors will consist of a Chair, Vice-Chair, Secretary, Treasurer, and five Members at Large. Every Director must 
      • a) be 21 years of age on the date the Board position becomes effective, 
      • b) have been a member of OAK in good standing for at least one year before the date the Board position becomes effective (except for the first board), 
      • c) meet all other Membership requirements, and 
      • d) serve without compensation. 
    • 3.2. The Chair shall 
      • a) convene regularly scheduled board meetings, 
      • b) preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer, 
      • c) be responsible for interactions with the media and government officials, 
      • d) make reports available to Membership, 
      • e) form and meet with committees, 
      • f) keep up with news, laws and regulations relevant to OAK, 
      • g) ensure that OAK activities are in OAK's best interest. 
    • 3.3. The Vice-Chair is considered in training to be the next Chair, but is not obliged to assume these duties, nor is the Membership obliged to accept the Vice-Chair as the next Chair. The Vice-Chair shall 
      • a) become acting Chair if the Chair is unavailable, 
      • b) share duties of the Chair and duties of other board members, as delegated by the Chair. 
    • 3.4. The Secretary shall 
      • a) keep records of Board actions, including overseeing the taking of minutes at all board meetings, 
      • b) send out meeting announcements, 
      • c) distribute copies of minutes and agenda to Board members, 
      • d) assure that corporate records are maintained, 
      • e) be responsible for custody of organizational records, except financial documents, and make all non- confidential records available to Members upon request. 
    • 3.5. The Treasurer shall 
      • a) maintain an account in OAK's name with an FDIC covered bank, 
      • b) be responsible for custody of all financial records and documents, and make such records available to Members on request, 
      • c) report on OAK's financial status at each Board meeting, 
      • d) collect and deposit Member dues, 
      • e) file tax forms and other required financial documents, 
      • f) promptly notify the Chair of any financial situations requiring immediate Board attention, 
      • g) pay from OAK's account any outstanding bills or debts. 
    • 3.6. Duties of the Members at Large shall be directed by the Chair. 
    • 3.7. The Board will be elected by a plurality vote of the Membership. 
    • 3.8. The term of office for all board members will be two years, with a limit of two consecutive terms for Chair, but no limit on the number of terms for other Board members. Except for the first Board, terms will be staggered. The first Board will determine how the cycle begins. 
    • 3.9. The Board will meet quarterly or more often. Decisions of the Board will be by a majority vote of the Board members present, provided there is a quorum. Board meetings are open to all. At least one week's notice of Board meetings shall be given to Members except in circumstances requiring immediate attention. 
    • 3.10. There will be non-voting Advisory Board positions to serve as information and guidance for the Board. These positions will be chosen and dissolved by the Board as needed. 
    • 3.11. A quorum will consist of a majority of Board members present. 
    • 3.12. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only at the end of the particular Board member's term. 
    • 3.13. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by three-fourths vote of the remaining directors. 

  4. Committees 

    • 4.1. Committees will be formed and dissolved by the Board on an as-needed basis. Committee members will be chosen from the Membership. Associate members will have no voting rights. Committees may work with Advisors at the Board's direction. All committees will report to the Board. Committee decisions take effect following Board approval. 

  5. Finance 

    • 5.1. The fiscal year will be from January 1 to December 31. 
    • 5.2. All checks over $200 shall be signed or endorsed by two officers of OAK. 
    • 5.3. In the event of dissolution, the Treasurer will see first to the financial obligations of OAK. Any remaining funds will be distributed equally among OAK's Membership or otherwise disposed of according to terms set forth in the dissolution vote. 

  6. Special Provisions 

    • 6.1. The first Board will take office in January 2010. Their initial term in office will be one year. 
    • 6.2. In addition to upholding OAK's Constitution and Bylaws, the first Board will have a duty and responsibility to 
      • a) pursue ways of growing and expanding OAK's Membership, 
      • b) work with Membership to revise the Constitution and Bylaws and have the revised version ready for a Membership vote at the end of the first year. 

  7. Dissolution 

    • 7.1. OAK may be dissolved by a two-thirds vote of Members eligible to vote. 

  8. Amendments 

    • 8.1. These bylaws may be amended by two-thirds of eligible Member votes cast, provided prior notice is given of the proposed amendment in the notice of the membership meeting at which such action is taken.