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Annual Reports and Bylaws
2008 Annual ReportOverviewThe 2008 Market season represented the seventh year of operation for the Pendleton Farmers Market. Overall, I think the 2008 season was a huge success for our customers, the greater Pendleton community and vendors who participated at the Market. Vendor participation was never higher than it was in 2008. In addition, estimated Market attendance hit an all time high of 2,500 customers in one four-hour period in August. For the second year in a row the Market successfully participated in the Oregon Trail Food Stamp Program and, for the first time, patrons were allowed to use their debit cards at the Market. Market Successes — We Do Have A Lot To Be Proud Of!
Notable Highlights in 2008There were very few vendor or customer complaints regarding Market management this year. In fact, vendors continued (as in previous years) to report that this was “one of the friendliest markets they attend.” The only significant customer complaints were that they could not purchase goods before 4:00 pm and that the bird droppings on the sidewalk was excessive. With only two exceptions, local businesses did not complain about normal Market operations. In fact, the Children’s Museum coordinated some of their activities concurrent with Market functions. Some of the more notable highlights of the 2008 Market season included the following — Food Stamp / Debit Card Token Programs There were a total of 2,439 one dollar Food Stamp Tokens and 491 five dollar Debit Card / Incentive Program Tokens redeemed by customers in 2008. A total of $4,894 was returned to our Market vendors through our token programs. The EBT programs fill a necessary need within the community. They provide a necessary link between Food Stamp recipients and healthy food choices as well as provide linkage between the Market and local businesses who would like to set up token incentive programs. Tribal members Kristi Yunker and Debra Shippentower initiated token incentive programs in 2008. Tribal participation was outstanding with 266 five dollar tokens worth $1,330 distributed to Tribal members. The Debit Card Token Program introduced this year made it much more convenient for customers to continue shopping without leaving the Market. Volunteers Local Boy Scouts helped vendors off-load display booths before and after the Market opened. The services these young volunteers provide is underrated yet critical for Market operations to run smoothly each Friday. PFM Board member Laura Ruhland acquired temporary use of a golf cart from a community member which was crucial for picking up barricades, especially when vendors had to use the 300 block. For the second year in a row, our Market enjoyed Friday evening music from local musicians. A $25 stipend was given to musicians to cover part of their travel expenses. Market atmosphere was enhanced by having music available during the Market. It was particularly rewarding to hear a wide range of music, especially from our local youth musicians. Vendor Sales Tracking As in 2007, an attempt was made to estimate vendor sales through use of Vendor Sales Tracking Forms. This year though, the Market Manager established a policy that made the return of sales tracking forms mandatory. As a result, the percentage of vendors reporting product sales in 2008 was 95.49%. This extremely high return rate gave us a high degree of confidence in knowing what vendor sales were in 2008. Total vendor sales for 2008 was $173,452 — a record (see attached Table for sales by category). Update on the Vendor’s Cart Project For 2009For many years now the Board has talked about different ways to involve patrons in Pendleton’s “Buy Local, Shop Local” initiative. Prior to 2008, the biggest obstacle to implementing a plan was obtaining funding. However, thanks to a generous donation of $10,000 from the Wildhorse Foundation, our plans have been put into motion with an anticipated roll-out of the project in mid-May (our season opener). The program entails the fabrication of a mobile “vendor’s cart” complete with a cooking station, serving station, and a sanitary hand / utensil washing station. Local restaurant chefs will be asked to prepare some of their favorite nutritious, healthy recipes and to demonstrate the sanitary preparation of these foods. Produce from local vendors will be used to prepare the recipes. Food samples will be available to Market patrons along with written recipes. Local contractors have been contacted (either through a bid process or by personal communication) and should have the vending cart project ready by mid-May. The project is an ambitious one requiring —
A number of local chefs have already expressed an interest in using the cart for food demonstrations, including Ms. Jennifer Gambill, the Continuing Education Coordinator at Blue Mountain Community College. Completion of this project will enhance our efforts to expand the Market further and to bring additional community members to downtown Pendleton. Utilizing local chefs to create sample recipes for patrons at the Market is a powerful tool that will encourage patrons to “Buy Local, Shop Local” as well as educate patrons on the sanitary preparation of healthy food choices. Recommendations for 2009:
In conclusion, I think the collective talents of Board members, vendors and community members came together to make 2008 the best Market season to date. Though our annual budget continues to rise, the Market is successfully reaching out to our community through education, outreach and incentive programs, the Food Stamp Program, and a Corporate Sponsorship Program. Local dollars are now being spent on locally produced goods which has been a high priority goal for the Market. Recall that our primary Purpose was “to expand local and regional marketing opportunities for area farmers and artisans, while expanding opportunities for local and region consumers to purchase locally and regionally produced goods.” I think we have met that Purpose. In addition, I think we have met our stated Mission, “to strengthen diverse community relationships by providing a vibrant gathering place in downtown Pendleton that offers local fresh and prepared foods and hand-crafted goods while providing regional producers with a profitable business environment.” And finally, our Vision to make the Pendleton Farmers Market “a model and extension of a dynamic, healthy and inclusive community, where creativity, integrity and self-reliance are valued and practiced.” has been achieved. None of these lofty goals would have been met without the continued support of volunteers, Board members, vendors and patrons. Regarding our Board of Directors, this has been the most talented, creative Board I have worked with since I volunteered for the Market back in 2001. The Market has come a long way in seven years and it is with a sense of pride that I leave this organization today. Though I won’t be engaged in any formal management capacity anymore, I will be here as a customer amongst many, many friends — the best of both worlds. Indeed, “Good Products, Good Prices, Good People” Respectfully submitted, Jack Simons, President By-Laws of Pendleton Farmers MarketA NON-PROFIT CORPORATION Adopted February 28, 2003 ARTICLE I: Name, Purpose, and LocationSection 1: The name of this corporation shall be the Pendleton Farmers Market. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions). This Corporation’s primary purpose shall be to expand local and regional marketing opportunities for area farmers and artisans, while expanding opportunities for local and regional consumers to purchase locally and regionally produced goods. Section 2. Its registered office shall be P.O. Box 747, Pendleton OR 97801, or at such place as the Board of Directors may from time to time designate. ARTICLE II: MembersSection 1. Classes and Voting. There shall be one class of members of this corporation. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation, or the Bylaws of this corporation. Section 2. Qualifications. A person shall become a member of the corporation by paying a membership fee of amount to be set by the Board. Section 3. Termination of Membership. Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and the reasons for the termination, and an opportunity for the member to be heard by the board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court. Section 4. Annual Meeting. The annual meeting of the members shall be either on the first or second Saturday in February. Section 5. Special Meeting. Special meetings of the members shall be held at the call of the Board of Directors, or by the call of at least fifty percent. Voting members of the Corporation by a demand signed, dated and delivered to the corporation’s Secretary. Such demand by the members shall describe the purpose of the meeting. Section 6. Notice of Meeting. Notice of all meetings of the members shall be given to each member of the last address of record, by first class mail at least 7 days before the meeting, or by means other than first class mail at least 30 but not more than 60 days before the meeting. The notice shall include the date, time, place, and purposes of the meeting. Section 7. Quorum and Voting. Those votes represented at a meeting of members shall constitute a quorum. A majority vote of the members represented and voting is the act of the members, unless these bylaws or the law provide differently. Section 8. Proxy Voting. There shall be no voting by proxy. Section 9. Action by Consent. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a members’ meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members. Article III. Board of DirectorsSection 1. Duties. The affairs of the corporation shall be managed by the Board of Directors. Section 2. Number and Qualifications. The number of Directors may vary between a minimum of seven and a maximum of eleven. Section 3. Term and Election. The term of office for Directors shall be two years, except for the initial adjustments of shorter terms needed in order to create staggered terms. The Board shall make provisions to stagger the terms of Directors so that each year the terms of as close to possible to one-half of the Directors shall expire. A director may be reelected without limitation on the number of terms she or he may serve. The Board shall be elected by the members at the annual meeting of the members. Section 4. Removal. Any Director may be removed, with or without cause, at a meeting called for that purpose, by a vote of a majority of the members entitled to vote at an election of Directors. Failure to attend more than three consecutive meetings of the Board of Directors shall presumptively be cause for removal. The notice of a meeting in which removal will be considered may state that the purpose or one of the purposes of the meeting is the removal of the Director or Directors involved. Section 5. Vacancies. Vacancies on the Board of Directors and newly created board positions will be filled by a majority vote of the Directors then on the Board of Directors. Section 6. Quorum and Action. A quorum at a board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of directors present. Where the law requires a majority vote of directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law. Section 7. Regular meetings. Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place or purpose of these meetings is required. Section 8. Special meetings. Special meetings of the Board of Directors shall be at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting. Section 9. Meeting by Telecommunication. Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications as long as all Directors can hear each other. Section 10. No salary. Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service. Section 11. Action by consent. Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. Article IV: CommitteesSection 1. Executive Committee. The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make on-going decisions between board meetings and shall have the power to make financial and budgetary decisions. Section 2. Other Committees. The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees. Section 3. Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the number of Directors prescribed by the Board, or if no number is prescribed, a majority vote of all Directors in office at that time. Section 4. Quorum and Action. A quorum at a Committee meeting exercising Board functions shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present. Section 5. Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution by the Board of Directors. Article V: OfficersSection 1. Titles. The officers of this corporation shall be the President, Treasurer, and Secretary. Section 2. Election. The Board of Directors shall elect the officers to serve one year terms. An officer may be reelected without limitation on the number of terms the officer may serve. Section 3. Vacancy. A vacancy of the officers shall be filled not later than the first regular meeting of the Board of Directors following the vacancy. Section 4. Other Officers. The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors. Section 5. President. The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President shall have other powers and duties as may be prescribed by the Board of Directors. Section 6. Secretary. The Secretary shall have overall responsibility for all recordkeeping. The Secretary shall perform or cause to be performed the following duties: a) official recording of the minutes of all proceedings of the Board of Directors and members’ meetings and actions b) provision for notice of all meetings of the Board of Directors and members c) authentication of the records of the corporation; d) any other duties as may be prescribed by the Board of Directors. Section 7. Treasurer. The Treasurer shall have overall responsibility for all corporate funds. The Treasurer shall perform or cause to be performed the following duties: a) keeping full and accurate accounts of all financial records of the corporation; b) deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; c) disbursement of all funds when proper to do so; d) making financial reports as to the financial condition of the corporation to the Board of Directors; and e) and any other duties as may be prescribed by the Board of Directors. Article VI: Corporate IndemnityThis corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law. Article VII: Amendments to BylawsThese Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a majority vote of Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment. Date Adopted:
February 28, 2003 Date Revised: March 10, 2008
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