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Ohio Ecological Food and Farm Association
Certification (C-5) ByLaws (OEFFA Certification)
Approved 11/17/2001 and Revised 03/06/2006


Article I : Name

The name of the organization shall be Ohio Ecological Food and Farm Association Certification (OEFFA Cert.).


Article II : Membership

Any person who is a member in good standing of the parent organization OEFFA is a member regardless of race, color, nationality, creed, political or spiritual belief, gender, or sexual orientation.


Article III : Description and Purposes

OEFFA Certification will be a parallel non-profit corporation to OEFFA. Its purpose is to create and promote a healthful, ecological, accountable and sustainable agriculture in Ohio and elsewhere through the management and promotion of an organic certification program which provides timely, reliable, and accessible organic certification services in accordance with production, storage, and handling standards as outlined by the United States Department of Agriculture’s National Organic Program.


Article IV : Voting Rights

  1. The corporation sets forward that membership constitutes voting rights in any meeting where a quorum is present.
  2. A quorum exists when 10% of the members or 50 members, whichever is less, is in attendance.
  3. One vote shall be granted for each aligned or un-aligned individual, small business, business, non-profit organization or student membership. Two votes shall be granted for each family membership if two persons holding the family membership are present.
  4. At any meeting of the members, each member present in person, or by written proxy signed and delivered to the secretary of the meeting, shall be entitled to one vote.


Article V : Corporation Meetings

  1. 1. Corporate membership meeting(s) for the discussion of organizational direction and business shall be held annually in the spring and/or the fall. Notice of such meetings shall be sent to all paid members of the corporation, through the newsletter or a special mailing, no less than thirty days prior to the meeting.
  2. The agenda of corporation meetings shall be set by the board of trustees and include matters of policy, changes in by-laws or the dues structure, and discussion of organization goals and direction.
  3. Corporate membership meetings shall be conducted by parliamentary procedure.


Article VI : Board of Trustees

  1. Membership and Duties
    The Board of Trustees shall consist of the OEFFA Board less any party with holdings in any entity certified under the OEFFA Organic Certification Program. The administration of the corporation shall be vested in the Board of Trustees, which shall:
    1. Set policy, goals and an annual budget for the corporation.
    2. Present an annual financial report to the membership at the corporation’s fall membership meeting.
    3. Hire staff to administer and implement the projects and activities of the corporation.
  2. Officers
    The board shall, at its first meeting following the annual elections, elect a body of officers from within its ranks consisting of a President, Vice President, Secretary and Treasurer which serve the organization in the following capacities:
    1. The President presides over and facilitates meetings of the board and the corporation, calls meetings, enters into legal agreements on behalf of the corporation and with prior approval of the board, acts as the corporation's spokesperson or designates another person to do so; and performs any other duties prescribed by the board.
    2. The Secretary shall keep minutes of all the proceedings of the corporation, answer correspondences as directed by the board, keep a record of trustees‚ attendance at board meetings, and make all said documents available for inspection by any member at any reasonable time.
    3. The Treasurer shall keep all financial records and books in proper order and current, and shall make said records available for inspection at any reasonable time. The Treasurer shall be the custodian of all funds of the corporation subject to the direction of its members in a body and shall provide a financial report to the board at each of its meetings, a report to the membership at corporation meetings, and a written report at the end of the corporation's fiscal year.
    4. A Vice-President, elected by the board of trustees, shall assist the president, conduct or facilitate meetings in absence of the president and replace the president if necessary.
  3. Executive Committee The executive committee shall administer the day-to-day operation of the corporation, including reviewing and recommending to the board in matters of personnel. The Executive Committee shall consist of five members, shall include the President, and shall make decisions by consensus.
  4. Advisory Committee Members of the OEFFA Board which are not eligible for the OEFFA Cert. Board due to holdings in an entity certified under the OEFFA Organic Certification Program shall not be granted decision making authority on the OEFFA Cert. Board, and may serve the OEFFA Cert. Board in an advisory capacity only.
  5. Terms of Office The term of office for trustees is one year, running from one annual Conference Business Meeting to the next. Trustees may serve consecutive terms, and an individual may fulfill more than one Board position. Vacancies shall be filled by the Board until the corporation’s next membership meeting, or, in the case of chapter representative vacancies, until the unrepresented chapter members elect a replacement representative.
  6. Trustee Dismissal A trustee may be removed for cause, including failure to attend meetings of the board, by a majority of the membership at any meeting of said membership provided said trustee is notified 10 days before the meeting.
  7. The majority of the Board of Trustees constitutes a quorum.
  8. The Board of Trustees shall make decisions by consensus (general agreement to the action).
  9. The Board of Trustees shall meet at least four times per year. Emergency board meetings may be called by any trustee with the support of three other trustees and with 10 days written notice to every trustee. All meetings of the Board shall be open to the membership.


Article VII : Financial Structure

  1. The corporation shall provide organic certification services at the actual cost thereof.
  2. The Treasurer or Executive Director shall be defined as the receiver and dispenser of funds.
  3. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in the furtherance of the goals and purposes of the organization.


Article VIII : Indemnification

The corporation shall indemnify all trustees, officers, and agents against financial loss with respect to said person's position with the corporation if said person acts in good faith and in a manner believed to be in the best interest of the corporation or its members.


Article IX : Authority

The members of the corporation shall constitute the final authority on all actions of said corporation.


Article X : Bylaws Changes and Amendments

These regulations of the corporation may be amended by a three fourths vote of the members present at any membership meeting at which a quorum is in attendance. Notice of changes in the bylaws shall be made in the last newsletter prior to the corporate meeting or in a special mailing to all members at least two weeks before the meeting.


Article XI : Dissolution

Upon dissolution of the organization, 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 Cert., Inc.

Ohio Ecological Food and Farm Association 
41 Croswell Rd.
Columbus OH 43214

Phone: 614.421.2022   Fax: 614.421.2011