Farmers’ Markets of Nova Scotia Cooperative Ltd
Policy, Approved by Membership April 2016
1. The goal of this policy is to provide a clear, current action guide for Farmers’ Markets of Nova Scotia (FMNS) management and members as the Cooperative works to achieve its objectives.
1.2: Policy is established by the membership of the Cooperative (i.e. policy changes require a vote of the membership). The board works to ensure that policy is consistent with the Cooperative’s constitution, bylaws, values, goals and organizational objectives.
1.3: Each section of policy will include a clear statement of its goal in terms of the Cooperative’s organizational objectives.
1.4: All members will be immediately notified of any change in FMNS policy. Changes to FMNS policy must be endorsed by the membership at the next annual general meeting following the change.
1.5: It is expected that FMNS policy will be reflected, as appropriate, in the objectives and operating strategy of FMNS member Farmers’ Markets.
2. Relationship among FMNS and its member-owners
The goal of this policy is to describe the relationship between FMNS, as a cooperative enterprise, and the member-owners.
2.1: Purpose: Farmers’ Markets of Nova Scotia is incorporated by its share-holding members (owners) as a not-for-profit cooperative.
- To carry on, on a cooperative basis, the operation of a federation of Farmers’ Markets in Nova Scotia;
- To promote and support Farmers’ Markets;
- To encourage Farmers’ Markets to prosper.
2.2: Terms of ownership are expressed in the incorporation of the organization as a not-for-profit cooperative limited by shares. FMNS shares have a (par) value of $100. Each member market holds one share, i.e. ownership is equal among our members. This amount is refundable to a member upon withdrawal from the cooperative.
2.3: Member contributions: Members agree to equitably contribute amounts, payable by August 31st annually. The current formula for a member’s contribution is based upon $1.90 per seller per week the market operates (see Fee Schedule)
2.4: Entitlement: The benefits of all cooperative programs and services will be equally accessible to all members and listed vendors of member Farmers’ Markets.
2.5: Function of the enterprise (FMNS): to increase the capacity of member Farmers’ Markets and their vendors to grow sales and customer engagement at the Farmers’ Market.
2.6: The FMNS core program is designed to enable the cooperative to achieve its organizational objectives within a core operating budget provided by membership fees from member markets.
2.7: Additional programming: FMNS may establish and support programming additional to its core program, provided such programming is self-financed.
3. Membership, costs, conditions of membership in FMNS and new applicants
The goal of this membership policy is a define the basic conditions of membership in FMNS, provide a clear process for new member applications and sustainable organizational growth as well as FMNS expectations of members that is consistent with the Cooperative’s overall values and objectives.
3.1: “Expectations” means that while a member market may not yet meet these minimum standards, they are actively moving towards them as a condition of continued membership in the cooperative. FMNS will directly support this development among our member Farmers’ Markets by providing the information, tools and training that Farmers’ Markets need in order to fulfill the basic conditions of membership and succeed.
FMNS will review progress annually. If a new member Farmers’ Market does not reach the minimum standards within two years of approval their membership will be reviewed by the Board of Directors. If a current member fails to maintain the basic conditions of membership their membership status will be reviewed by the Board of Directors. Expulsion of any member requires a vote by membership.
3.2: The basic conditions for membership in FMNS are that the applicant Farmers’ Market:
- Is organized as an association, cooperative, or by some other form of incorporation, with bylaws appropriate for their community.
- Requires the direct participation of a principal, owner, partner, family member or employee of the enterprise, with direct knowledge of the source, production or manufacture of the products for sale at the market, in attendance on market day.
- Has established standards, systems and controls for the participation of vendors, product representation and mix, fees, business hours, relationships with sponsors and all aspects of a retail business.
- Requires vendors to provide clear information about the origin of any and all products they sell, delivered by the person representing the products. (FMNS’s Product Information Best Practices Sheet is available for guidance).
- Offers both local agricultural production and a diversity of local products and businesses (artisan, value-added, prepared foods, etc.) as a core of its operation.
- Encourages a cooperative / competitive business model among producers (“co-opetition”). That is, allows more than one producer of a given product to participate in the market.
- Allows equal participation of agricultural producers, secondary producers, artisans and artists.
- Provides FMNS with the following, annually:
- completed application form (February)
- new members: a copy of the member’s incorporation and by-laws, included with application form
- current members: any updates/changes to member’s incorporation and by-laws should included with application form
- when applicable, completed FMNS survey/s
3.3: New member applications:
- FMNS will accept applications or expressions of interest in joining FMNS at any time throughout the year.
- Over the winter, the FMNS board will consider all applications and expressions of interest, and respond to all interested parties. Reviewed applicants will be presented to the membership for final approval at the Annual General Meeting (spring).
- All applications will include:
- completed application form
- a copy of applicant’s incorporation and by-laws (if incorporated)
- if applicable, annual strategic FMNS survey (sent at time of application)
- It is recommended that applications for membership be made as early in the year of application as possible, and that representatives from the applicant market attend regular FMNS meetings, access and contribute to the information available through our communication system, and generally take advantage of our programming, prior to a decision being made on their application.
- The Executive Director and/or Board Director may visit the applicant Farmers’ Market as part of the review process.
3.4: Cost of Membership:
- Purchase of member share (one time), $100, repayable on written withdrawal from the cooperative (FMNS).
- Membership fee amount calculated at $1.90 per seller per market week the market operates (refer to Fee Schedule), payable annually to the cooperative.
3.5: Expectations of Member Markets:
Each member market will appoint a voting representative from their organization to participate in FMNS membership meetings, most notably our Annual General Meeting. The member market and its representative are expected to:
- To be aware of the cooperative program, and how their market and their producers can benefit from it.
- To actively participate in regular and special FMNS membership meetings with the objective of achieving agreement with other owner members around the issue under discussion.
- To convey their market’s interests to the cooperative, and to represent those interests in discussion.
- To ensure, in cooperation with other members and FMNS employees, that an effective communicative relationship between the member board and the board of FMNS is maintained at all times.
- To help ensure communication of the FMNS program to their market’s producers and community.
- To act as an active liaison between the member’s development program, and the FMNS development program.
- To ensure there is a reliable point of communication between the FMNS coordinator and the member’s manager, board and producers: a person who will receive and appropriately distribute FMNS requests for comment, and ensure reply to messages requesting a reply or a reply to all, and who will request any assistance required from FMNS in order to achieve reliable communication.
- To ensure reporting requirements are met (producer listings, contribution reports, funding program reports).
- Collectively, the owner-members of the cooperative (are required to) agree on the current priority objectives for the operation of the cooperative, and on a strategy to achieve those objectives, in which their respective roles and responsibilities are accepted.
4. Role and responsibilities of the FMNS Board of Directors and Executive Director
4.1: The FMNS Board of Directors is a Policy Board.
4.2: It is the role of the Board of Directors to hire the Executive Director and lead the overall direction and strategy of the organization.
4.3: The Executive Director is responsible for hiring all other employees and overseeing the operation of the organization.
4.4: The major responsibilities of the Board of Directors are:
- Provide direction for the organization. The board has a strategic function in providing the vision, mission and goals of the organization. In practice, these are determined in combination with the Executive Director.
- The board has the responsibility of maintaining a governance system for the organization. Our by-laws provide a framework but the board also develops and maintains a series of policies in order to guide its own actions, the actions of the Executive Director and the actions of its member Farmers’ Markets. As noted under Section 1, changes to policy require a vote of the membership and suggested changes to policy can also be brought forward by membership.
- Recruit, supervise, retain, evaluate and compensate the Executive Director. The FMNS Executive Director submits an annual work plan to the board and participates in an annual strategy day meeting, monthly conference call with the board and presents to the cooperative at the AGM.
- Fiduciary duty to protect the organization’s assets and member’s investment, to monitor all management reports and to ensure good order of our incorporation and finances.
- To establish financial oversight through its Treasurer, as chair of its Audit Committee.
- Recruit and orient new board members.
4.5: To establish and maintain the currency of FMNS policy, in the form of this document and through the engagement of membership.
4.6: To respond to, and work with the membership to resolve policy and governance issues as identified through our scheduled meetings and on-going management communication program; to appoint persons responsible for achieving such a resolution.
4.7: To conduct an annual review of its records and report to membership at the Annual General Meeting (spring) including ED, Financial and President’s Reports. Reports, and minutes of the meeting, are then shared on our website.
4.8: To maintain the conditions necessary for effective communication among the owners of the enterprise, so that agreement and full participation in relation to their mutual enterprise is maintained at all times.
4.9: To ensure that all owner members understand and endorse our cooperative strategy and policy.
4.10: To determine the conditions of membership of the organization, i.e. the expectations the owners of the enterprise have of each other, and of any applicant for membership.
4.11: To establish, and periodically review, a statement of the Coop’s values and goals to ensure their relevance and integrity
Vision: A dynamic Farmers’ Market sector cultivating healthy local economies, communities and people in Nova Scotia.
Build the capacity of FMNS
Develop and expand province wide programs to market Farmers’ Markets so that sales along with public and vendor engagement increase
Build the capacity of individual Farmers’ Markets and vendors through skill development and education
To conduct research that supports the development of Farmers’ Markets.
4.12: Board Member Recruitment
Call for nominations and for expressions of interest will open 2 months prior to the AGM. According to the FMNS Articles of Incorporation and By-laws, the FMNS membership elects a minimum of 5 and maximum of 6 person board members who are, in legal and business terms, accountable for the business operations and development of the Cooperative.
Up to two board members may come from the “community”, i.e. outside of membership.
4.13: Board officers and responsibilities: Officers are elected members of the Board.
- to represent the organization, and chair meetings of the board and membership
- to ensure status of incorporation
- to serve as “spokesperson” for the organization
- jointly with the Treasurer, to be responsible for signing authority in respect of contracts, banking and other matters *This role may be appointed to a board member other than the President.
- To ensure that our board is at all times able to account for fulfillment of their responsibilities generally, and specifically for those that have been delegated.
- to assume the duties of the President when necessary
- to provide financial oversight for the organization in keeping with its business strategy
- to serve as the board’s audit committee
- to ensure appropriate financial records are available for meetings
- jointly with one other appointed board member, to be responsible for signing authority in respect of contracts, banking and other matters
- to ensure documentation of meetings
- that the organization’s records are in good order
- that necessary records are available for meetings
Delegation of board responsibility
- The elected Board of Directors is collectively responsible for management of the FMNS program, and to ensure fulfillment of their responsibilities
- The board may delegate some (but not all) of its responsibilities to officers they appoint, or to management; officers in turn may delegate some of their responsibilities to management.
- Those delegated are given the authority of the board to fulfill specific functions
- Those delegated agree to act so that the board (and the organization as a whole) remains accountable for its responsibilities in legal and business terms
- When responsibility is delegated, each person in the chain will be provided with written expectations of their role in the process.
4.14: Board of Directors Commitment:
- to meet once a month by phone October through May and as needed June through September
- to attend two annual in-person meetings – the Strategy Day held winter and the AGM held each spring. The AGM will include a meeting of the board either over lunch or at the end of the day. A board member must attend a minimum of one in-person board meeting per calendar year to remain in their position
- a board term is 3 years and can be served for a maximum of 2 consecutive terms
- a board member must not be absent for 3 consecutive monthly meetings (conference call) without obtaining a temporary leave of absence from the Board
- the board can meet as often as required, by means of its own choosing, to fulfill its functions and responsibilities
- a board member must arrive at board meetings fully prepared and engaged (whether in person or by phone)
- a board member must take on and follow up on their share of action items outlined in board meetings
- a board member will support FMNS through personal involvement by attending FMNS events such as fundraisers, conference days and workshops, and dropping in on training programs at the discretion of the ED and at a minimum of once per year
- a board member is not a “first voice” for their market/region/business/business category/etc. Rather, a board member serves the good of the cooperative as a whole
- while day-to-day operations are the responsibility of the ED, it is the role of board members to provide ongoing advice and support to the ED as requested
4.15: Board members in violation of these terms will have their case reviewed by the remainder of the board (noted in minutes) and then contacted by the President of Board and, if appropriate, asked to resign from the board.
4.16: The Board can appoint interim board members with a confirmation vote by the membership scheduled for the next membership meeting.
4.17: Role and responsibilities of the FMNS Executive Director
To help ensure its accountability, the FMNS Board of Directors may delegate some of its responsibilities to an Executive Director.
Currently, the FMNS Executive Director is expected:
- To maintain an effective management communication system that ensures all directors and members have the information they need to fulfill their roles and responsibilities in the enterprise, to take advantage of opportunities, and to help the board deal with policy and governance issues as they arise.
- To maintain effective communication with the membership, related organizations and participants.
- To maintain overall program coordination following the values and goals of the organization.
- To manage with the direct participation of member market management through our scheduled meetings, and through an on-going management communication program.
5. Conduct of meetings
The Cooperative’s Articles of Incorporation require the board to meet not less than twice a year and the members of the Cooperative to meet not less than once a year. The goal of this section of policy is to further specify the objectives and preferred manner of conducting these meetings.
5.1: These requirements are met by one membership meeting a year; a spring AGM held no later than the first week of May (i.e. within four months of our ear end). Additional member meetings may be held as required.
5.2: Each member market is expected to ensure at least one appointed representative attends, and is able to speak for their market’s role and share in the cooperative business.
5.3: To ensure that all markets are always represented at the scheduled meetings, and to maintain effective communication, it is expected that each market will also name an alternate to this position, so that when possible a minimum of two representatives attend scheduled meetings (Conditions of Membership).
5.4: For the same reason, and to ensure equitable costs to participate, FMNS reimburses board members for travel over 200k (return) to scheduled meetings.
5.5: The primary objectives of these meetings are:
- to enable the member owners to participate equally and democratically in the governance, business and activities of FMNS while maintaining their autonomy and independence;
- to educate, train and inform each other;
- to express our function as a cooperative among cooperatives, operating with and within communities, toward our mutual benefit;
- to enable the board to fulfill its functions and responsibilities.
5.6: Issues that cannot be resolved or questions that cannot be answered during membership meetings pass immediately to the agenda of the board and to the attention of the Executive Director for action as appropriate.
6. Food Safety
The goal of this policy is to ensure the health and safety of our customers and a positive relationship with the NSDA Food Safety Division.
6.1: The first objective of this policy is to establish and maintain a continuous improvement program toward excellence in public food safety assurance in our member Farmers’ Markets operations. That is, a program based on the responsibility of the NS Dept of Agriculture to establish and enforce public regulations, and on the responsibility of the individual member Farmers’ Markets and vendors to be aware of, and in compliance with, food safety regulations relating to any product offered for sale.
6.2: To achieve this objective, FMNS will:
- Maintain a pro-active cooperative program with the NSDA to make on-going training in food safety procedures available to all our food vendors.
- Recommend that proven willful disregard of the intent of any public food safety regulation would result in temporary or permanent exclusion of a vendor from all member Markets.
6.3: Each member market is expected:
- to inform all food vendors and handlers of the requirements of the NSDA “Guidelines for [food safety in] Public Markets”
- to ensure that all food vendors and handlers have met with an NSDA food safety specialist to ensure their certifications and permits are appropriate to their participation in a Farmers’ Market, as a condition of participation in the Market
- to cooperate in a pro-active way at all times with NSDA Food Protection Specialists.
- to maintain a current list of participating food vendors, and provide the list upon request of any NSDA Food Protection Specialist.
- to identify to the NSDA the “Event Organizer” for their market: “the individual responsible for allowing vendors to set up in association with the market, thus responsible for excluding a vendor from the event.” This would normally be the Market Manager / Coordinator.
- to establish within their markets policies that every existing and new food vendor, and every new food product, must carry appropriate health assurance certification, as verified by the Manager/Coordinator and/or Board, and that vendors must defer to the ruling of the Manager/Coordinator and/or Board in the event of a disagreement as to the acceptability of a particular food product or food handling practice, pending consultation with NSDA Food Protection specialist.
7. Use of the FMNS logo and name
This is currently limited to FMNS and our member markets. May be used by listed vendors and related organizations upon approval from Board of Directors.