Proposed OEFFA Bylaws for Review
At the annual members’ meeting, members will consider amending OEFFA’s bylaws. The amendments include many stylistic or non-substantive changes, such as using organization instead of association, clarifying defined terms, adding inclusive terms, and updating for nonprofit practices.
There are also substantive changes, to clarify how to appoint board members or officers to fill a vacancy between, and just until, the next annual membership meeting, to include term limits, to codify the concept of an honorary life member, and to set timing for meeting notices.
The members’ meeting will take place on Saturday, February 15 at the 2025 OEFFA Conference. OEFFA members are invited to attend the members’ meeting at no cost; registration is not required.
You can review the current OEFFA Bylaws here.
Ohio Ecological Food and Farm Association (OEFFA)
Proposed Bylaws for Review
Article I Name, Purpose
Section 1: The name of the organization shall be Ohio Ecological Food and Farm Association (OEFFA).
Section 2: OEFFA is a nonprofit corporation formed under the laws of the State of Ohio. It is a democratic association of chartered grassroots chapters and unaligned members, existing within these Bylaws, working together to create and promote a healthful, ecological, organic, accountable, and sustainable system of agriculture in Ohio and elsewhere.
Section 3: OEFFA is organized exclusively for the purposes set forth in the Internal Revenue Code, Section 501(c)(3), including:
- Education
- To actively encourage and assist all producers in making the switch to ecological and organic management and production systems.
- To make consumers aware of the increased value and quality of food, fiber and feed produced under ecological, organic and sustainable management systems.
- To develop educational opportunities (including tours, workshops, and seminars) for OEFFA members and the public
- To provide public policy education, including monitoring legislation and policy that directly affects ecological agriculture, and providing information on legislation and policy to the membership and general public. OEFFA shall promote policy in the interest of ecological agriculture.
- To support existing and promote further research on ecological and organic management systems and techniques in both public and private sectors.
- To provide networking opportunities, a general sharing of resources, ideas, and information through open meetings, and print and electronic media.
- To assist in product promotion and development of marketing opportunities.
Article II Membership
Section 1: Any person who believes in the purposes and goals of ecological agriculture regardless of race, color, nationality, creed, political or spiritual belief, gender, or sexual orientation may be a member of OEFFA.
Section 2: OEFFA shall consist of a broad-based membership of food, fiber and feed producers and processors, growers, gardeners, consumers, and others interested in the promotion and practice of ecological and sustainable agricultural practices.
Section 3: To be in good standing, a member shall pay annual dues to OEFFA. The Board of Trustees shall establish a membership structure and dues based on the needs of the organization and the annual budget. Membership shall be revoked for non-payment of annual dues or for just cause due to violation of the bylaws.
Section 4: Upon approval by the Board of Trustees, an Honorary Life Membership may be conferred upon a member who has rendered singular and extraordinary service to OEFFA. Honorary Life Members shall enjoy all privileges and benefits of regular members without further payment of individual annual membership dues.
Section 5: OEFFA shall keep a record of membership containing the name and contact information for each member and, in the event of classification of members, the class to which such member belongs.
Article III Voting Rights of Members
Section 1: A member may vote in any meeting of the OEFFA membership at which a quorum is present. A quorum exists when 10% of the members or 50 members, whichever is less, is in attendance.
Section 2: One vote is granted to each member, whether as an individual, small business, business, non-profit organization or student membership. Two votes are granted for each family membership if two persons holding the family membership are present.
Article IV Membership Meetings
Section 1: A meeting of the members of OEFFA for the discussion of organizational direction and business shall be held at least annually at a time and place designated by the Board of Trustees.
Section 2: Notice of such meetings shall be sent to all members in good standing of OEFFA, through print and/or a special mailing, no less than thirty days prior to the meeting.
Section 3: The agenda of membership meetings shall be set by the Board of Trustees and may include matters of policy; changes in bylaws; reports on the activities of OEFFA and its chapters; and discussion of organization goals and direction.
Section 4: Membership meetings shall be conducted by parliamentary procedure.
Section 5: All issues to be voted on shall be decided by a simple majority of those members present at the meeting in which the vote takes place.
Article V Chapters
Section 1: Each chapter shall apply in writing to the Board of Trustees for recognition as an official chapter of OEFFA. The Board shall vote to accept or not accept a chapter at their first meeting following receipt of their application and shall notify said chapter, in writing, within 7 days of such voting. A letter of non-acceptance shall include the reasons for non-acceptance and state the changes necessary for the group to qualify as a chapter.
Section 2: Each chapter shall hold at least two activities each year, one of which shall take place at the annual conference, submit an annual report to the Board of Trustees, and operate in accordance with the bylaws of OEFFA.
Section 3: Members may associate themselves with more than one chapter and will be considered an active member of one or more chapters in accordance with OEFFA policy.
Section 4: Each chapter shall identify an individual who has primary responsibility for facilitating the chapter in accordance with OEFFA policy.
Section 5: Each chapter shall keep accurate records of all financial activities of the chapter and shall submit annual financial reports to the Treasurer of OEFFA or his/her designee.
Section 6: The Board of Trustees will review and affirm each chapter’s status annually based on OEFFA policy. Chapters will be notified of their status within 10 days of that decision.
Section 7: A chapter may be dissolved by a vote of two thirds of its members. A chapter may also be dissolved by a vote of two-thirds of the members of the Board of Trustees for violation of these bylaws or for actions that are detrimental to the goals or reputation of OEFFA. Upon such dissolution, all assets of the chapter shall pass to OEFFA.
Article VI Board of Trustees
Section 1: The Board of Trustees is responsible for the overall policy and direction of OEFFA, and may delegate responsibility for day-to-day operations to the staff and committees; provided that, the Board of Trustees shall retain those powers and authorities granted under the law of the State of Ohio to nonprofit corporations which are necessary to carry out the purposes of OEFFA.
Section 2: The Board of Trustees shall consist of not less than nine nor more than twenty Trustees. Trustees shall be members of OEFFA in good standing. Not less than 50% of the Trustees shall be farmers.
Section 3: A committee established by the Board shall be responsible for nominating a slate of prospective Trustees representing OEFFA’s diverse constituency, considering geography, occupation, farming operation, chapter affiliations, and other factors to ensure that the Board represents OEFFA’s membership. In addition, any member can nominate a candidate to the slate of nominees, provided such nomination is received in writing by the Board not less than 30 days prior to the annual meeting.
Section 4: The term of office for Trustees is three years, beginning with the first Board meeting after such Trustee is elected. Terms of office shall be staggered so that an approximately even number of Trustees shall be elected each year. Trustees shall be elected by the affirmative vote of a majority of the members of OEFFA present at the annual meeting at which a quorum is present.
Section 5: Except as provided below, Trustees shall not serve more than nine (9) consecutive years without taking a mandatory one year leave from the Board. Trustees serving as President, Vice President, Secretary, or Treasurer may be exempted from the foregoing term restriction while they remain in office, but may not serve, pursuant to this exemption, more than three (3) consecutive years beyond the date that the nine-year restriction otherwise would have applied to that Trustee.
Section 6: A quorum consists of fifty percent of the Trustees. The Board of Trustees shall make decisions by consensus (general agreement to the action). The Board shall establish a written policy governing the procedure by which consensus is determined.
Section 7: Resignation from the Board must be in writing and received by the Secretary. A Trustee may be removed with or without assigning cause by a three-fourths vote of the remaining Trustees. Upon resignation, removal or other vacancy, the Board of Trustees may appoint an interim Trustee to serve until a successor is elected to the unexpired term, at the next annual meeting at which a quorum of the membership is present.
Section 8: The Board of Trustees shall meet at least four times per year at an agreed upon time and place. All meetings of Trustees shall be held at the principal office of OEFFA, or at such other place within or without the state of Ohio as the Trustees may from time to time determine. Meetings of the Trustees may be held through any communications equipment if all Trustees participating can hear each other, and participation in a meeting pursuant to this provision shall constitute presence at such meeting for purposes of establishing a quorum.
Section 9: Special meetings of the Board shall be called upon request of the President, or of one-third of the Trustees. Notices of special meetings shall be sent out to each Trustee at least fifteen days in advance. A majority of the Trustees may agree, in writing, in advance of such meeting, to waive such fifteen days’ notice.
Section 10: All meetings of the Board shall be open to the membership of OEFFA, however only Trustees may vote at such meetings.
Article VII Officers
Section 1: There shall be four officers of the Board, consisting of a President, Vice-President, Secretary, and Treasurer. Their duties are as follows:
- The President shall assure that the Board of Trustees undertakes the work for which it is responsible. The President shall convene regularly scheduled board meetings and meetings of the membership of OEFFA and shall preside or arrange for other officers of the Board to preside at each meeting in the following order: Vice-President, Secretary, Treasurer.
- The Vice-President shall chair the board nominating and governance committee and such other committees on special subjects as designated by the Board.
- The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings and meetings of OEFFA’s membership.
- The Treasurer shall make a financial report at each board meeting. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to the Board and to the public as required.
Section 2: The officers of the Board shall be elected by the Trustees at their first meeting at which a quorum is present, following election of Trustees. Officers shall be elected for a term of one year and may serve consecutive terms. In case of a vacancy occurring in an officer position, a successor shall be elected at a special meeting of the Board called pursuant to these bylaws. Officers shall serve until their successor is elected.
Article VIII Committees
Section 1: The President, Vice-President, Secretary, Treasurer and an additional Trustee appointed by the President shall be the members of the Executive Committee of the Board. Except for the power to amend the Articles of Incorporation, the Executive Committee shall have all the powers and authority of the Board of Trustees in the intervals between meetings of the Board of Trustees, and shall be subject to the direction and control of the full Board.
Section 2: The President, the Vice President and such additional Trustees as the Board shall determine shall serve as the Nominating and Governance Committee, which shall be chaired by the Vice President subject to the direction and control of the full Board.
Section 3: The President of the Board shall create additional committees as needed and appoint Trustees to such committees, such as development, finance, education and program committees, with such authority as delegated to them by the Board.
Article IX Director and Staff
Section 1: The executive director is hired by the Board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies and hiring or terminating staff.
Section 2: The executive director will attend all board meetings, report progress of the organization, answer questions of the Trustees, and carry out duties described in the job description. The Board may delegate other duties as necessary.
Article X Indemnity
OEFFA shall indemnify all Trustees, officers, employees, agents, and members against any financial loss with respect to said person’s position with OEFFA if said person acts in good faith and in a manner believed to be in the best interest of OEFFA.
Article XI Authority
The members of OEFFA shall constitute the final authority on all actions of OEFFA.
Article XII Bylaw Changes and Amendments
These Bylaws may be amended by a three-fourths vote of the members of OEFFA present at any membership meeting at which a quorum is present. Proposed amendments to the Bylaws shall be included in the last newsletter prior to OEFFA’s annual meeting or in a special mailing to all members at least two weeks before the meeting.
Article XIII Dissolution
Upon dissolution of OEFFA, assets shall be distributed to another Ohio organization meeting eligibility under Section 501(c)(3) of the Internal Revenue Code, which shares the purposes and goals of OEFFA.

Ohio Ecological Food and Farm Association
NEW ADDRESS
150 E. Wilson Bridge Rd. Suite 230
Worthington, OH 43085
OEFFA:(614) 421-2022 (614) 421-2022
OEFFA Certification:(614) 262-2022 (614) 262-2022