By-Laws

ARTICLE 1: NAME

The name of the Association shall be Ole Farmers Association North America, Inc. (OFANA) (also referred to as “Ole Farmers”)

ARTICLE II: MISSION STATEMENT

Ole Farmers Association North America, Inc., founded in 2007, seeks to be the leading Ole Farmers organization in North America. Our mission is to preserve the spirit, values and guiding principles of our Alma Mater. We will accomplish this through a strong network of members and by leveraging our training, talents and experiences through social activities as well as the support of altruistic endeavors.

ARTICLE III: PURPOSE

Ole Farmers Association North America, Inc. (OFANA), is organized exclusively for charitable and educational purposes and to foster the advancement of Agricultural Education among students pursuing degrees in Agricultural related Sciences under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code. Scholarships will be disbursed under the established guidelines of the OFANA Scholarship.

ARTICLE IV: BOUNDARIES

Ole Farmers Association North America, Inc. covers Ole Farmers’ social and altruistic activities in North America as well as participating in collaborative activities with its allied association in Jamaica and elsewhere, where applicable.

ARTICLE V: MEMBERSHIP

Membership in the Ole Farmers Association is open to all Ole Farmers located within its boundaries. Each Ole Farmer will have one (1) vote in matters pertaining to the Association. An annual membership fee of $100.00 is required for membership and only members in good standing are eligible to vote.

ARTICLE VI: OFFICERS

The officers of the Association shall be a President, and an Executive Board that consists of one Vice President from each recognized region, Secretary and Assistant Secretary, Treasurer and Assistant Treasurer and a Public Relations Officer. . The officers shall preside over all meetings, planning sessions and activities of the Association. The collection of Officers shall also be referred to as the “Board”.

ARTICLE VII: DUTIES OF OFFICERS

Section 1: The President Shall:

1. Preside at all membership and Board meetings
2. Appoint special committees if deemed necessary to accomplish Association activities
3. Develop and circulate the meeting agendas and meeting objectives
4. Work with the Board to set the strategic direction of the Association
5. Be responsible for managing the overall compliance of the association as it relates to its By-Laws

Section 2: The Vice-Presidents Shall:

1. Assume the duties of the President in his/her absence or resignation
2. Chairperson of some committees and act as the aide of the President
3. Be responsible for membership drive for the Association
4. Be a thinking partner for the President on Association strategy

Section 3: The Secretary Shall:

1. Record the proceedings of the general meetings and of the Board
2. Maintain and update list of members
3. Maintain a registry of the skill bank of the Association
4. Conduct the general correspondence of the Association as directed by the Board
5. The Assistant Secretary shall support and fill these activities in the absence of the Secretary

Section 4: The Treasurer Shall:

1. The Treasurer shall be the custodian for the organizational assets
2. Collect any membership fees and care for the membership’s funds
3. Keep accurate receipts of records and payments
4. Maintain all financial reports such as Income Statement and Balance Sheet of the Association’s funds
5. Submit monthly financial report as requested by the Board
6. Ascertain that the Association meets legal State/Federal reporting requirements
7. The Assistant Treasurer shall support and fill these activities in the absence of the Treasurer

Section 5: The Public Relations Officer Shall:

1. Work collaboratively with the Board in advancing the objectives of the organization with its membership as well as its other stakeholders
2. Work collaboratively with the Vice Presidents in the membership drive for the Association
3. Be responsible for the execution of the activities related to the organization’s annual general meetings
4. Overall be the liaison, represent and align the organization’s Mission with other related and allied organizations
5. Be the representative to the Board for any ad hoc or working committee that is sanctioned by the Board to perform defined activities for the Association

ARTICLE VIII: COMMITTEES/CHAIRPERSONS

Each committee will have one Chairperson appointed by the Board. The committee Chairperson may appoint one Co-Chairperson, as needed. Their duties are:

• EVENT COORDINATION: Coordinate social events; Letterhead and Association logo
• CIVIC LIAISON: Representative to other associations, as needed
• WEB DEVELOPER: Create Association website; automate membership
  payment through Pay Pal, posting of minutes and events
• MEMBERSHIP: Seek out new members; execute membership drives; liaise
  with other allied associations
• OTHERS: Other committees as deemed necessary by the Board

ARTICLE IX: THE BOARD

Members of the Board shall include the Officers and Committee Chairpersons. All officers and chairpersons must reside within the boundaries as designated in ARTICLE III of the Association.

A board member may be removed by the vote of a majority of a duly constituted board for failure to attend 50% of board meetings held within the twelve calendar months between general meetings and/or at any time for conduct that is not in the interest of the organization.

No member shall be removed without first given due notice and the opportunity to be heard by the board to show cause of why his/her failure or conduct should be excused.

Where the board decides that a member should be removed such decision shall be ratified by the general meeting or a special meeting called as provided in Section 2 of these bylaws and the resulting vacancy filled as provided in Articles XI and XII of these bylaws.

ARTICLE X: MEETINGS

The Board of the Association shall meet at least 4 times per year to discuss Association business. General membership meetings will be held once a year. Some items to be accomplished at the General Meetings are the election of officers; approval of reports and plans for the next year’s meeting. All decisions made by the Board must be confirmed by a majority vote of the membership attending a general meeting.

Section 1: Notice of Meetings
Written, printed notice stating place, day and hour of meetings, and in the case of a special meeting, the purpose for which the meeting is called, shall be delivered by e-mail or through other pertinent means not less than ten (10) days or more than thirty (30) days before the date of the meeting.

Section 2: Special Meetings
Special meetings of members may be called by the President or by a majority of the Board. The purpose of each special meeting shall be stated in the notice and may only include purposes that bear lawful and proper for the members to consider.

Section 3: General Meeting Procedure
A quorum shall be 1/3 of the paid up members at the General Meeting.
When possible, meetings may proceed as follows:

• President or designee calls the meeting to order
• President’s Report
• Committee Reports
• Treasurer’s Report
• Discussion of Action Items from previous meetings
• New Business/Plans
• Other open Items
• Date, time and venue of next meeting

ARTICLE XI: ELECTION OF OFFICERS

Election of Officers shall be held biennially. Officers will be required to serve no more than 3 consecutive terms or by re-election at the general meeting by a plural majority for another term. [A term is defined as a two-year period; therefore an executive member is required to serve two consecutive terms in the said position.  Thereafter, that member is eligible to serve in another executive capacity if appointed by the board or the membership]. To be eligible to become an officer, one must be a paid-up member for at least 2 years, except for members of the inaugural Board.

The succeeding President of the Association shall be elected from among one of its current or previous Vice Presidents.

ARTICLE XII: VOTING

All eligible members in good standing are entitled to cast one vote. Voting may be done either in person at a general meeting or through an absentee ballot. Information and directions on the use of absentee ballots will be posted on the website prior to each general meeting.

ARTICLE XIII: FUNDING

Funding for the Association will be through payment of dues, voluntary contributions, grants and other fund raising activities.

ARTICLE XIV: AMENDMENTS TO THE BY LAWS

These By Laws shall be amended only at a specially called meeting or General meeting by a two-thirds vote of the membership voting. The proposed amendments must be submitted to the membership within a reasonable period of time for voting. In addition, there should be set time frame for submission of proposed amendments to the Secretary and notice provided to the membership as per Article X, Section 1.

ARTICLE XV: BOOKS, RECORDS AND REPORTS

The association shall send an annual report to the members not later than three months after close of fiscal year of the association. Such reports shall include an Operations Report outlining the accomplishments of each committee, a Balance Sheet as of the close of the fiscal year of the Association and a Revenue Expense Statement for the year ending on such closing date.

ARTICLE XVI: NON-PROFIT OPERATION

The Association will not have or issue shares of stock. No member of the Association has any vested right, interest or privilege in or to the assets, property, functions or activities of the Association. The Association may contract in due course with its Members and Officers without violating this provision.

ARTICLE XVII: INDEMNIFICATION

The Association shall indemnify each Officer to the full extent permitted by the state law in which it is incorporated.

ARTICLE XVIII: DISTRIBUTION OF ASSETS

In the event of dissolution of this Association the assets shall be distributed only through organizations that enjoy exempt status in accordance with the provisions of Section 501 (c) (3) of the US Internal Revenue Code of 1954 (26 U.S. C.A.) or the corresponding provision of any future United States Internal revenue Law.

ARTICLE XIX: SKILL BANK

The Association shall maintain a skill bank of its membership. The skill bank shall serve as repository for members’ skill sets and achievements. These skill sets may be leveraged for the benefit of the Association.

ARTICLE XX: FINANCIAL CONTROLS

General
The Treasurer has a fiduciary responsibility to members to ensure that funds are utilized in accordance with the terms and conditions of the Association. There are additional restrictions that apply universally to the expenditure of Association funds. Some of these represent controls intended to enhance the fiduciary function of the Association, while others emanate from the various legal and administrative constraints within which the Association operates.

Association funds may not be expended for any activity or purpose that:

1. Jeopardizes the Foundation’s status as a Charitable Organization as defined by the Internal Revenue Code Section 501(c) (3)
2. Benefits the campaign of any candidate for public office
3. Is paid for, or inures to, the personal benefit of an individual
4. May involve or create liability exposure for the Association
5. Is not considered a customary or reasonable expense incurred while conducting the Association business
6. Fails to meet standards of equity and ordinary prudence in the management of the property of another

Examples of expenditures that may not be paid from Association funds include:

1. Fines, traffic tickets, parking tickets, impound and/or towing fees
2. Office supplies that are not business related, customary or reasonable
3. Furniture or equipment that is not business related, customary or reasonable
4. Personal items such as medication, toiletries, accessories or clothing
5. Political campaign contributions

1. Disbursement Approval
   All expenditures of the Association funds exceeding $250 require the preapproval of the Board.

All expenditures of the Association funds require the signature of the Treasurer or other person designated on the Association Transaction Authorized Signature List.

1. General Disbursement Policies – Applicable to all Funds
   In spending Association funds, the Association requires officers to be accountable and exercise good judgment, display just prudence, and maintain a high sense of ethics in making expenditure decisions. Disbursements will be monitored for reasonableness.

ARTICLE XXI: CERTIFICATION OF THE BY-LAWS

These By-Laws were approved at a meeting of the Board of Directors and by a majority vote at the Association’s General Meeting held on May 26, 2012.