1.1) Name a. The name of this non-profit corporation shall be THE BURLINGTON FARMERS MARKET
ASSOCIATION, INC. b. It shall be referred to as the Corporation or BFM throughout this document.
1.2) Mission a. The Burlington Farmer’s Market shall exist for the purpose of providing a direct marketing outlet for Vermont farmers and food and craft artisans; that being a primarily agricultural market with emphasis on consumers having an authentic experience meeting the producers face to face.
2.1) Membership a. All members must be year round Vermont residents. b. Membership shall have several types of members. i. Members: Pay a membership fee.
1. Vendor Members: Defined as vendors that pay their annual membership dues. One membership fee covers both Winter and
Summer Markets. Vendor members have one vote per vendor member and the ability to serve on the steering and/or ad hoc committees. All Vendor Members may vote on any issue brought to the membership requiring a membership vote.
2. Supporting Members: Defined as members that pay the annual membership dues at any time, and are non-vending non-voting members, but may serve on ad hoc committees. ii. Vendors: Persons or businesses entitled to sell at one or more sites of the BFM.
All owners of a business reside in Vermont a majority of the year.
1. Seasonal Vendors: Defined as vendors that have paid for a full season space fee to vend at one or more sites of the BFM.
They are entitled to that space for the entire season. They acquire seniority points.
2. Day Vendors: Defined as vendors that fill in vacancies at one or more sites of the BFM. They pay on a day-today basis. They acquire seniority points.
3. Provisional Vendors: Defined as vendors that have been granted a one season trial. At the end of the season, the
Provisional Vendor will be asked to re-apply to become a
Vendor Member. If they are accepted as Vendor Members, their provisional year will count towards seniority. c. Membership can be transferred if a vendor business is sold. Seniority points transfer
100%. The new owner is allowed into the BFM as a Provisional Vendor. d. Agricultural Vendors will make up at least 55% of the total membership. Craft Vendors will make up no more than 30% of the total. Prepared Food Vendors will make up no more than 30% of the total. e. All members must follow market by-laws and guidelines. f. Seniority points are not transferred or shared between Winter and Summer Markets.

2.2) Application a. Any Vermont resident or business who wishes to sell products at one or more sites of the
BFM shall apply to the Steering Committee (SC) for a Provisional Vendorship in the
Corporation on an application form provided by the Steering Committee or Market
Manager. The SC shall evaluate each application, giving due consideration to the
Corporation’s by-laws, guidelines, mission, vendor criteria and the availability of spaces at one or more sites of the BFM. b. Upon approval of the application by the SC, the applicant shall be assigned the status of
Provisional Vendor and be given a space designated by the Market Manager. c. A separate application process applies to the Winter and Summer Markets. Interested vendors must apply to each market separately and acceptance as a vendor to one site does not imply acceptance to the other.
2.3) Membership Fees a. Membership fees are set annually by a vote of the members and shall be paid at the Annual
Meeting. b. Any anticipated change in membership fees as determined by the SC shall be warned in the meeting notice sent out to the membership of the Corporation.
2.4) Annual Meeting a. The Annual Meeting of the Corporation shall be held each year at such an hour and place, as the Steering Committee shall designate.
2.5) Quorum a. 25% of the membership of the Corporation shall constitute a quorum at any membership meeting of the Corporation. A quorum of the Corporation members shall be necessary to transact any corporation business for which a vote of the membership is necessary.
2.6) Proxy Voting a. One voting member can hold a proxy vote for one and only one absent voting member at the
Annual Meeting and both the Spring and Fall Space Assignment Meetings.
2.7) Notice of Meetings a. The SC shall provide notice of meetings at least five (5) days prior to the date of any meeting.
Such notice shall state the time and place of the meeting and the purpose for which the meeting is to be held. Notice will be sent to membership by email.
2.8) Special Meetings a. Special meetings of the Corporation shall be called by the SC at the written request of 30% of the membership of the Corporation.
2.9) Termination of Membership a. Members may voluntarily terminate their membership at any time. All seniority points accumulated become null and void. Members can appeal to the SC for extenuating circumstances. b. Membership can be terminated by a vote of at least 5 out of 7 members of the SC in accordance with BFM guidelines.
2.10) Vendor Member Sabbaticals a. Members may take a one-year sabbatical as per BFM guidelines.
The activities, affairs, funds, and property of the Corporation shall be directed and controlled, and its powers exercised, by the Steering Committee, except as otherwise indicated by these by-laws.
3.1) Officers, Vendor Representatives and Election a. The SC members shall take office at the beginning of the scheduled cross over meeting of the new Steering Committee and the outgoing Steering Committee.
b. The SC shall consist of seven (7) members: President, Vice-President, Secretary, Treasurer and three Vendor Representatives. The SC shall have one representative from each vendor category: Agricultural, Prepared Food, and Crafts. Each market site must be represented by at least one member on the Steering Committee. Representatives and Officers shall be elected to meet this requirement. c. There shall be two votes at each Annual Meeting regarding the make-up of the SC: First the officer election, then the Vendor Representatives election.

i. President
1. The President shall lead the Steering Committee in carrying out the goals of the market.
2. The President shall facilitate or designate a facilitator at SC and general membership meetings.
3. The President shall serve on ad hoc committees. ii. Vice-President
1. The Vice-President shall assist the President in carrying out such goals.
2. The Vice-President shall serve on ad hoc committees. iii. Secretary
1. The Secretary shall keep minutes of all Steering Committee meetings and meetings of the membership, and make those minutes available to the membership, omitting any confidential information privy only to the officers of the
Steering Committee. iv. Treasurer
1. The Treasurer shall be responsible for holding all financial books and records of the Corporation and shall have authority to sign all corporate checks.
2. It is the responsibility of the Treasurer for the payment of taxes, fees and bills, and for the preparation of financial reports.
3. The Treasurer shall work with the Steering Committee in determining a yearly budget.
4. The Treasurer shall give a financial report at all Steering
Committee meetings as well as general membership meetings.
5. The Treasurer shall be responsible for the collection of fees, but may delegate all or part of this responsibility to the Market
Manager. d. The President, Vice-President, Secretary and Treasurer shall be two (2) year terms, with half of the four positions going off the SC each year. The representative positions serve one-year terms. The President and Secretary shall be elected in even years, and the Vice-President and Treasurer in odd years. e. The Steering Committee may appoint a non-vendor community member to serve on the Steering Committee for a 2 year term in an advisory (non- voting) capacity.
(The newly elected Steering Committee may re-appoint the same community member.)
3.2) Vacancies a. The SC shall have the power to temporarily fill any vacancy in the committee by a majority vote of those remaining on the committee, until the next meeting of the membership.
Such vacancy shall be filled by a majority vote of the membership at the next Annual
Meeting of the membership.
3.3) Meetings a. Regular meetings shall be held by the SC to plan and conduct the business of the
Corporation. Additional meetings shall be called by the President as needed during the year. b. Advance notice of regular meetings of the SC shall be warned five (5) days to the membership.
3.4) Management of Affairs a. Corporation shall be vested in the SC, acting by majority vote of SC members present at that meeting. b. Corporation shall hold all insurance required for legal and prudent operation of market business. c. Corporation shall hold Director and Officers insurance.

d. It shall report annually to the membership as to the activities and financial status of the
Corporation. It shall submit to the membership at the Annual Meeting a budget for membership approval. e. It shall review, create, amend and submit market guidelines regulating market vendors to the membership for approval. f. It may hire a Market Manager or any other positions deemed necessary to the optimal functioning of the market and fix their compensation. The SC may terminate hired positions by a majority vote of the SC.
3.5) Quorum a. Four out of seven members of the Steering Committee shall constitute a quorum at any meeting of the SC. b. A quorum shall be necessary to transact any corporate business for which a vote of the
Steering Committee is necessary.
4.1) Duties a. The Market Manager shall be responsible to the SC and shall manage and coordinate the operation of the market according to the Corporation by-laws, guidelines and Market
Manager job description as written by the SC. b. The Market Manager shall report to the Steering Committee at all SC meetings, as well as to meetings of the membership. c. The Market Manager shall keep updated lists containing membership names, contact
4.2) Authority information, and seniority. a. The Market Manager shall have the authority to enforce the market by-laws and guidelines on behalf of the SC, and by their direction. b. The Manager may be empowered by the SC to sign checks on behalf of the Corporation. c. The Manager may be empowered by the SC to collect vendor and membership fees.
5.1) Policy a. Robert’s Rules of Order will be used in all matters of routine procedures not covered by these by-laws.
6.1) Accumulation of Funds a. Consistent with the nonprofit purpose of the Corporation, every reasonable effort shall be made to charge Vendor Members and Supporting Members for annual membership dues, and for space fees at the market, only so much as is necessary to meet the anticipated annual operating costs of the Corporation, including the covering of any operating loss from the prior year. b. If at the end of any fiscal operating year (which shall be from May to April), after payment of all appropriate costs, expenses, fees, and taxes, any excess of funds collected from Members and Associate Members as described above shall remain in the hands of the Corporation, the Corporation shall retain such funds to be applied to the anticipated operating budget for the following year.
6.2) Dissolution of Corporation a. The Corporation shall not be dissolved except by a two-thirds vote of those voting in any regular or special meeting of the membership, provided that the plan for proposed dissolution be among the purposes of the meeting as set forth in the notice of said meeting.
6.3) Distribution of Assets a. After all liabilities have been met and paid, remaining assets, if any, as of the effective date of dissolution shall be distributed for one or more exempt purposes within the meaning of section 501(c)(5) of the IRS code, or corresponding section of any future federal tax

code, or shall be distributed to the federal, state or local government for a public purpose. Any such assets not disposed of shall be disposed of by the Court of the county in which the principal office of the corporation 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.
7.1) Policy a. The Corporation does not discriminate on the basis of race, color, national origin, sex, disability, religion, and sexual orientation or age in its programs, activities or in its hiring and employment practices.
8.1) Policy a. It is the policy of the Burlington Farmers’ Market not to tolerate any sexual, physical, psychological or verbal harassment of our members or customers. Any member found guilty following an investigation, of committing any of the following acts, will be subject to disciplinary action, up to and including termination. b. Harassment encompasses a broad range of physical or verbal behavior which can include, but is not limited to: sexual abuse, physical or mental abuse, racial insults, derogatory ethnic jokes, religious slurs, taunting, or intending to provoke another person. c. In the event that any of our members feels that there is a violation of the type mentioned herein or any other type of discriminatory conduct prohibited by the Title VII of the
Civil Rights Act or by local, state or federal antidiscrimination ordinance, law, or regulation, he or she should immediately bring it to the attention of the Steering
Committee for investigation.
9.1) Policy a. These by-laws may be amended at the annual membership meeting, given that a notice of such proposed amendments was provided to all members at least five (5) days in advance of such meeting.
These by-laws were accepted as amended by membership vote 2-20-2008
*Revised 2/23/11
*Revised 2/28/12