Aquaponics Association Charter

[Sylvia Bernstein]

I'm starting this forum topic for anyone who is interested in talking about the new Aquaponics Association.  While nothing will be set in stone when we officially adopt the Charter at the Conference on Sept 16, we'd like to get it as close to representative of what the aquaponics community is hoping for by that time.

If you go to the page that we've set up on the Association site (click here) you can download the Charter and Organizational structure, and answer some questions about your constructive feedback and how can we give you value for your membership dues.  Please take the survey!

Feel free to ask any questions about what we are doing here - the Organizing Committee (myself, Gina Cavaliero, Murray Hallam and Wayne Hall) is an open book, and everyone is a member in this community site.  We are 100% committed to creating an organization that will serve aquaponics well...although we obviously won't be able to do everything right out of the gate, nor will we be able to make everyone happy.  

I'd like to start the discussion rolling by asking a question  that I asked on Murray's forum this morning - how can we bring value to both Individual Members and Commercial members for their dues?  We've listed several things we could do on the survey linked above.  What are we missing?  What sounds great?

[Wayne Hall]

Rupert:

 

Section 11.5.5 would only have relevance if for whatever reason the Association was unable to meet its monetary obligations, and the Association did in fact hold assets of monetary value (i.e. property etc.). Keep in mind that this power can only be exercised after consultation with the Officers of the Association and approval of the Board of Governors, and only after a majority consent to divest.

 

So to alleviate any confusion the Trustees would have to go to the Board of Governors for approval, and then and only then once approval has been given to divest, will they be able to proceed. 

 

The power to divest rests solely with the Board of Governors, not the Trustees.

The Trustees only act as caretakers of the assets and cannot themselves perform such a divestment by themselves.

 

I hope this has provided clarity.

[RupertofOZ]

Kewl, thanks Wayne, that's what I thought it basically meant...

 

[David Waite]

There has been some discussion as to giving a seal of approval on certain systems and products. Basically some are under the impression that the association will evaluate and recommend certain products or wares. This is not in any bylaws so not sure where this came from. This association should recommend known values, ratios, water chemistry, techniques ect,,,,ect,,,. We should never recommend or put a stamp of approval on a product. This opens up the association to a wide range of liability. However the association can say the members have great success  with Ruperts or Green acres systems without a stamp of approval. Hobbist members must realize this association is more along the lines of knowledge and research and not product endorsement. If for instance somebodys system was to get a bad batch of plastic from China and the association had a approval stamp it would make the association liable for harm or loss. The aquaculture association here has 1000's of venders but they dont recommend or put a stamp on anything. Just a thought.

[Wayne Hall]

There seems to be some confusion for whatever reason regarding the Trustees and their power as defined in the Charter.

 

So that it is very clear, I will try to explain why the need for Trustees, and why it was drafted into the Charter.

 

The Trustees role is to act as the caretakers for the general membership of any real property or leasehold property, which they hold only in trust for the general membership.

Any and all real property or leasehold property will always belong to the members of the Association and nobody else, period.

 

The Trustees can only act in relation to the assets defined (i.e real property and leasehold property) and then only with the approval of the Board of Governors.

 

The Board of Governors, with majority consent, have sole authority to give instructions regarding how the trustees handle the assets (i.e. real property and leasehold property), and the Trustees can only act on their "The Board of Governors" instruction, nobody else has the authority including the Trustees, only the Board of Governors.

 

The reasoning for putting this in there was so that should for any reason the Association becomes "bankrupt", there is a clear separation of liquid assets (cash) and property (real and leasehold).

 

The Association holds the liquid assets only.

 

The Trustees hold the property, in trust for the general membership.

[Wayne Hall]

Additionally, that was the reason for the Trustees serving for life, otherwise every time a trustee changes so would the documents in relation to the real property and leasehold property.

 

An added expense that did not need to be incurred.

[Jon Parr]

Fair enough, David. I agree, a seal of approval may carry too much liability, and I suggested it, not the bylaws, as a possible benefit to backyard members. For instance, a manufacturer of indexing valves could send some samples and test data to to the association, they in turn could distribute samples to random members, and the resulting feedback could warrant a seal of approval. That seal would at least tell those interested in buying it that it had been tested by fellow users and the feedback was positive. That's all. No big deal, and perhaps like you side the liability may exceed the value.
Existing forums already pursue knowledge and research without dues or voting, or meetings to debate budgets and griefs. So along that line, backyarders stand little to gain from an association. I assume, then, that backyard aquaculturists stand little to gain from an AQ assn. And if vendors are denied a vote because they stand to profit off the growers, then that leaves commercial growers as the only beneficiaries of the association. Which is also fine, because success among growers will carry over to vendors of all sorts. Again along that line, then the primary objective is to help growers sell their products, by legal aid, safety guidelines, red tape scissors and so on. Then the dues and decisions should also be shouldered by the commercial growers, not the backyarders who have nothing to gain. I think the association is unique, in that backyarders outweigh the commercial growers for the time being.

[Kobus Jooste]

David - that might have been a broken telephone from my comment.  I stated in response to someone out there asking what benefit the association might have for a backyarder and said that one of the things can can be done is to keep tabs on scamsters and fraudsters out there and warn members.  I don't think the idea is that we will be seeing an attempt to promote one vendor's wares over another.

David Waite said:

There has been some discussion as to giving a seal of approval on certain systems and products. Basically some are under the impression that the association will evaluate and recommend certain products or wares. This is not in any bylaws so not sure where this came from. This association should recommend known values, ratios, water chemistry, techniques ect,,,,ect,,,. We should never recommend or put a stamp of approval on a product. This opens up the association to a wide range of liability. However the association can say the members have great success  with Ruperts or Green acres systems without a stamp of approval. Hobbist members must realize this association is more along the lines of knowledge and research and not product endorsement. If for instance somebodys system was to get a bad batch of plastic from China and the association had a approval stamp it would make the association liable for harm or loss. The aquaculture association here has 1000's of venders but they dont recommend or put a stamp on anything. Just a thought.

[Sylvia Bernstein]

I think we are all in agreement that the association should not endorse products.  I can see a day in the distant future - 10, 20 years from now - where the Association might create a separate entity that does that kind of Consumer Reports, product review type of thing...just like there may be a day when there is a separate agency that might certify commercial growers according to standards set forth by the Association...but these are just possible avenues that might be pursued in the future and are not a part of the close in (next 2 years) view of the Association that the Charter is currently taking.

As a backyard APer I see plenty of reason for both an association membership AND forum participation...especially at the branch level.  It gives me a connection to other backyard folks in my area.  We can organize local meetings where we go to a different person's home each time and actually SEE what they've done.  Perhaps we can do a fundraiser and/or a work-day project to put up AP systems in local schools or community centers.  I can see taking out a booth space at our Boulder Creek festival to spread the word about aquaponics and pass out brochures that the Association provides.  I've talked with Colorado Aqupaonics out here about starting up a MeetUp for Colorado folks, but it just hasn't had that final excuse to get off the ground...this would be that excuse.  All of this has a very different feel than what happens on a forum...and, there are a whole lot of people out there who either aren't comfortable with or not interested in participating in online forums...but they would like to get together with other AP folks in their area.

My 4 1/2 cents 

[Kellen Weissenbach]

As I discussed previously, the association, assuming it is organized properly, is it's own legal entity.  It

owns and controls its assets and is the legal entity responsible for real property and leased property.  Executive board members merely "act on behalf" of the legal entity.  When you sign a lease or some other contract as an exec board member, you are acting on behalf of the association.  You are not entering into an agreement between you (individually) and the other involved party.

 

The fiduciary duties should be the exec board's job.  No need to add an additional layer of organizational complexity by adding trustees to the mix.  It's redundant.  The paperwork required when new people assume an exec board role is actually very minimal.  Mainly, it consists of a current exec board member approving the signature card of the new exec board member at the bank the association uses.  This can also typically be substantiated by official (signed and sealed) meeting minutes that approve such changes. Most often, only the treasurer and president have signing rights, as defined in the bylaws.  It is customary to define a dollar amount that requires dual signature as well.  For instance, checks over $1,000 require both the president's and the treasurer's signature, while items less than that amount only require one or the other.  The bank will be aware of these requirements, as they will have the bylaws in their possession as well, and they will request a new, updated copy of them in addition to up to date financials at least on an annual basis, if not more frequently.

 

Hope that helps.

 

With regard to other asset management activities, that's outlined in the bylaws.  How and when assets are liquidated should be defined in the bylaws and/or articles of incorporation/organization as well.

[TCLynx]

I agree with Rupert and Kellen about the associate and individual structure being more appropriate to the current situation AND a person being able to be an Individual member with a vote while also being able to sign their business up as an associate member for those sorts of perks.

 

I agree that we should be doing any endorsing since that would simply lead to possible abuses of power of the above structure.

 

And That is a good point of Sylvia's that There are Joiners out there unwilling/unable/or uncomfortable with the online forums and such and this is a way to reach more people through other avenues besides just online searching.  Perhaps an "association" isn't necessary to carry out some of these but it does give impetus to get a group of people out there to say exhibit at a local market/festival/whatever as a means of promoting aquaponics, the association and perhaps even sell some surplus produce or something.  Perhaps it's not "needed" but it may well be the excuse that will get a few more of us off our butts to actually do it instead of just thinking or talking about it.

 

Now I agree with Kellen on the trustee thing but I also know that some types of organizations have certain real property limitations on them so I would definitely like the trustee position very carefully researched and their duties and powers very clearly stated.  I can understand through this initial start up that something of the sort may be needed just to get going but if the trustee position isn't legally required to hold realestate or other real property, there should be a sundown claws in the charter to state that it will only exist for some limited time.  If such positions are required in order to deal with real estate, then I think that should be the only duty and power of the trustee.  They can still run for other offices but their trustee position doesn't have any extra power beyond being the name on the paper so to speak.  And this is all kinda academic if there is no real property to be held.  Are we thinking the association is in need of purchasing office space at this point?  I don't think a trustee will be needed till that point at which time it could be voted on that one of the current officers would become the trustee for that property.

[Wayne Hall]

Kellen:

Agreed these things can be defined in the articles of incorporation.

 

Hypothetically speaking suppose I where to give the Association real property in the Bahamas for the specific purpose of establishing an educational and research facility to further the aims and objectives of the Association.

 

All assets of the Association are for the benefit of the members, all members do not reside in one country.

 

As the laws in each country differ, somethings vastly so, then the applicable laws in a particular jurisdiction may be inconsistent with the incorporation documents of the Association. 

 

However the Charter clearly articulates the intent to separate the real property and leasehold property, from the rest of the assets. in effect severing these assets, so they may be held in trust for the members of the Association by the Trustees.

 

Now suppose at some point in the future, when the Association has significant assets, and the Officers and Board of Governors behaved in a manner that was self-defeating and counterproductive to the Association and managed to place the Association in a position where it became insolvent or bankrupt, and this could happen within a single term.

 

Because the Charter clearly articulates the separation of these assets, the trust assets would not form part of the Associations asset upon insolvency or bankruptcy.

However there is nothing stopping creditors from attempting to get these assets (for instance the real property asset in the Bahamas), but other internationally recognized laws and conventions would take precedent, such as the Hague Trust Convention or something similiarly recognized.

 

My half pence.

[Tom McLemore]

I think it would be great to develop training similar to the Master Gardner Program. Hosting work shops and those workshops being taught by someone who has completed the "AP Master Gardner" training. Then at least the workshops had the potential to be consistent with proven methods.  Could be very advantages to the AP world.

 

Just a thought

 

Sylvia Bernstein said:

I think we are all in agreement that the association should not endorse products.  I can see a day in the distant future - 10, 20 years from now - where the Association might create a separate entity that does that kind of Consumer Reports, product review type of thing...just like there may be a day when there is a separate agency that might certify commercial growers according to standards set forth by the Association...but these are just possible avenues that might be pursued in the future and are not a part of the close in (next 2 years) view of the Association that the Charter is currently taking.

As a backyard APer I see plenty of reason for both an association membership AND forum participation...especially at the branch level.  It gives me a connection to other backyard folks in my area.  We can organize local meetings where we go to a different person's home each time and actually SEE what they've done.  Perhaps we can do a fundraiser and/or a work-day project to put up AP systems in local schools or community centers.  I can see taking out a booth space at our Boulder Creek festival to spread the word about aquaponics and pass out brochures that the Association provides.  I've talked with Colorado Aqupaonics out here about starting up a MeetUp for Colorado folks, but it just hasn't had that final excuse to get off the ground...this would be that excuse.  All of this has a very different feel than what happens on a forum...and, there are a whole lot of people out there who either aren't comfortable with or not interested in participating in online forums...but they would like to get together with other AP folks in their area.

My 4 1/2 cents