Northeast Sustainable Agriculture Working Group
Articles of Association
Article I: Name
The name of this association is "Northeast Sustainable Agriculture Working Group." This name may be abbreviated as "NESAWG."
Article II: Preamble
This document is written to provide NESAWG participants with a framework for cooperative work toward common goals. It reflects NESAWG's commitments to function as an action network; to seek collaboration whenever possible; to honor the work and voice of grassroots and advocacy organizations while seeking to develop a broad constituency; and to establish a foundation on which to build a regional food system that is truly sustainable.
Article III: Mission and Statement of Purpose
NESAWG is a network of groups and individuals who are creating a vision of a sustainable, regional food system — one that produces safe and healthful food, and is economically viable, environmentally sound, and socially just. Its mission is to build a more sustainable, healthy, and equitable food system for our region. NESAWG seeks to strengthen the work of participants as they work to establish this vision. Its purpose is to provide them with the structure and support of an active, regional network and assist them in achieving shared food system goals.
NESAWG's activities will include but are not limited to:
Article IV: Authority
As an unincorporated association, NESAWG is, by definition, without corporate authority. It shall, however, be guided in all its activities by these Articles of Association. Further, it shall conduct its affairs only in such a manner as to further the exempt purposes of organizations described in Section 501 (c) (3) of the Internal Revenue Code of 1954 as the same now exists or as it may be amended from time to time.
Article V: Fiscal and Administrative Year
The association's fiscal and administrative year shall be the calendar year.
Article VI: Participation
Participation in NESAWG is open to all organizations and individuals who support its mission and purpose, and who are willing to work toward its goals. There is no formal membership. Participants work toward shared goals through information and resource sharing, education, advocacy, and joint projects. The network seeks to maximize cooperation, learning, and mutual respect while allowing for different opinions and priorities.
NESAWG believes that our movement requires and is enhanced by maximum diversity of participation. Our theory of change is founded on principles of inclusivity and broad engagement across sectors, ethnicity, geography, race, gender, age and profession. NESAWG is committed to engaging diverse populations that have a stake in our region's food system.
The association shall not assess dues from participants. Donations from participants are welcome. Such contributions shall be retained in a fund solely to support NESAWG’s general operations and other uses determined by the Steering Committee.
Article VII: Meetings
NESAWG will convene an annual meeting in each calendar year, at which all annual business of the association shall be transacted. The annual meeting shall foster transparency, accountability, and participant input regarding the work of the network.
When possible, the annual meeting shall be conducted during NESAWG’s annual conference. The Steering Committee shall be responsible for establishing the agenda, preparing relevant documents, and conducting the meeting.
Article VIII: Governance
1. Steering Committee The Steering Committee shall consist of seven to ten persons. Each member of the Steering Committee shall serve two-year terms. New members of the Steering Committee shall be selected by its current members. Terms shall commence at NESAWG’s annual meeting unless otherwise determined for good cause by the then-current Steering Committee members.
Every effort shall be made to maintain a Steering Committee membership that is broadly representative and diverse in terms of geography, constituency, race, ethnicity, age, gender, and sector. The Steering Committee shall adopt guidelines for recruiting and selecting members. These guidelines shall be made public. The guidelines shall include information on how individuals interested in becoming members of the Steering Committee can submit their names for consideration.
The duties of the Steering Committee shall be to oversee the general direction of NESAWG, including generating annual work plans, approving proposal language, annual budgets and fundraising activities, advising on project and program implementation, setting network policy, reviewing financial reports, hiring and supervision of the coordinator.
The Steering Committee is accountable to the NESAWG mission. It is responsible for developing and implementing mechanisms to receive and consider participant input, and to make its processes transparent. Steering Committee members are expected to be conversant with NESAWG activities and to represent and promote the network when appropriate.
The Steering Committee shall conduct annual evaluations of its work, including a thoughtful review of each member’s service prior to the end of each term. It shall set forth procedures to address inadequate performance.
The Steering Committee may appoint officers from among its members and establish an appropriate structure for effective work. It shall be responsible for hiring, overseeing and terminating the coordinator. It shall authorize the coordinator to manage staff that are under the employment of the Association.
The Steering Committee shall contract with a fiscal sponsor. The fiscal sponsor has the right to be represented as a full member of the Steering Committee.
2. Other Committees NESAWG's efforts to encourage a sustainable, regional food system shall be carried forward in part through the work of committees, task forces, and work groups (committees). Membership on such committees is open to all NESAWG participants. Each may select,from among its members the leadership and structure required for effective work. Each shall prepare a workplan and submit periodic reports as requested by the Steering Committee.
Committees may fundraise on their own behalf, with proper notification to the Steering Committee. Any committee member who receives and administers funds in support of Committee work shall assume full responsibility for carrying out the provisions of the award, provided however that full accountability to the Steering Committee is maintained.
Committees shall not engage in lobbying or take policy positions without prior consent of the Steering Committee.
Article IX. Fiscal Sponsorship
NESAWG's Steering Committee shall implement a process to select and contract with a 501(c)(3) organization that shall serve as NESAWG’s fiscal sponsor. The fiscal sponsor shall provide all commonly required fiscal management services for NESAWG, and such other services as may be mutually agreed. The fiscal sponsor may charge an administrative fee. The fiscal sponsor shall provide such services as articulated in a memorandum of agreement, which shall be reviewed and renewed annually, and may be modified with the consent of both parties. Both parties reserve the right to terminate the fiscal sponsorship agreement, provided that such termination is done in accordance with terms specified in the memorandum of agreement.
Article X: Miscellaneous Provisions
1. A copy of these Articles of Association shall be made public on NESAWG’s website and shall be provided in hard copy by request.
2. These Articles may be amended from time to time by the Steering Committee. Input shall be sought as appropriate.
3. Central to NESAWG’s work is its commitment to diversity across participants and issues. NESAWG will not discriminate on the basis of race, gender, color, sexual orientation, religion, or national or ethnic origin in selecting staff, developing and promoting policies, designing and offering programs, or in otherwise carrying out the association's work.
4. No group or individual shall be liable for any indebtedness or obligation incurred by the association, or its committees unless such obligation was specifically undertaken under its sponsorship.
5. Upon termination, dissolution, or winding up of the association in any manner and for any reason, its assets if any remain after payment or provision for payment of all association liabilities, shall be distributed to one or more nonprofit organizations whose purposes include work toward developing a sustainable regional food system in the Northeast.
Amended by the NESAWG Steering Committee, September 2011
Download PDF of Articles: NESAWG-ArtOfAssoc-Sept2011.pdf