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?

[Kellen Weissenbach]

It was mentioned by someone that the need for "lifetime trustees" is due to needing someone to have control of assets and bank accounts.  Actually, an incorporated association is a "person" (legal entity) all by itself.  "It" maintains control of its own assets and cash until the association is dissolved.  When new executive board members are elected/appointed, signature rights on accounts and limited asset management rights (with restrictions) are granted to them.  Most often, these account signing privileges are given to the president and the treasurer, while the asset controls are shared amongst the entire executive board (president, vp, treasurer and secretary usually), subject to vote.  Often, the account signers are required to carry a bond, which provides the association some insurance against fraudulent activity.  All activities involving assets are governed/restricted by the bylaws of the organization, and the board (a separate entity either appointed or elected) has the single tie-breaking vote in the event of a split decision.  The membership base decides the overall direction via votes on proposed actions from the exec board as well as motions/proposals from the common membership that are then put up for vote.  Motions/proposals are allowed at any time, and without prior notice, but typically require a "second" (an additional member publicly stating agreement with the motion/proposal) in order to proceed to a vote.

 

Trustees are not necessary, nor are they typical for the vast majority of associations (outside of large charity based orgs).  An annual audit by a qualified accounting firm is normally performed, and the "results" are posted  publicly or made available on request, for review by all members in good standing.  This provides for financial transparency and fraud prevention.  Many assume an audit to be costly, but for a small organization with relatively few transactions (which would most likely be the case here) it tends to be a very minimal cost.

 

Up until last year, I served on the executive board for a small association with about $40k in annual revenue and about $300k in balance sheet assets, for nearly a decade.  I served as president for most of that time, but also as vp for a few years as well.  I now serve the same organization as the chairman of the board of advisers.  As an executive board member, I was responsible for a certain degree of the daily operations of the org.  I was also responsible for implementing and coordinating activities and initiatives that were in line with the goals and priorities of the active membership base.  The members decided the overall direction.  The exec board put it into action.

 

Avoiding potential conflict of interest is incredibly important.  The "lifetime trustee" issue seems to be a major concern to a lot of people (me included), and I can understand why.  It needs to be removed in my opinion.  Additionally, all organizers/founders should be allowed to be considered for positions on the advisory board, but probably should not be eligible for exec board positions, at least for the first year.  Since at least 3 of the organizers own businesses that profit from providing products and/or information to aquaponics growers, it appears there is a very valid concern regarding conflict of interest.  That may very well not be the intention, but perception is perception, and in order to build credibility in a budding association, this issue has to be eliminated. 

 

An association exists to serve its members.  If you want "backyard" people to sign up and be your "base", you have to cater to their wants and needs and not that of suppliers/vendors.  In typical associations, suppliers/vendors seek to become "associate members" (non-voting and ineligible to serve on the exec board) so they can enjoy some networking opportunities with the membership base at some sort of level determined by the association members.  If vendors want to sponsor an event, get some talk time at a conference, host a display booth and so forth, they typically pay a good sum of money for it.... according to the fee schedule outlined by the association.  These fees are then used for the betterment of the association.

 

Just some thoughts from my own experience with associations.  Hope it helps.

[RupertofOZ]

Great post Kellen... I think it addresses the concerns of many people...

[Gina Cavaliero]

Very informative post Kellen.  Thank you.

[Wayne Hall]

A most informative post Kellen, thank you so much for sharing your experience with us.

[TCLynx]

That you for the correction Kellen.

So I suppose one of the questions I need to ask of then is, what are the Trustees for this association? 

In the organization I'm in, the trustees are simply some of the member elected to go look at the books every so often and report to the membership to make sure no one is playing funny with the money.  I just couldn't figure how that position would be desirable as a lifetime obligation and it doesn't hold any property.

However, the organization I'm in is also not legally allowed to directly own real property (since that could result in profit if it were sold) so they had to set up a separate corp to hold the property that the offices are in and that sounded a bit more like what they seemed to be trying to describe in the charter.

[TCLynx]

I can also agree that conflict of interest is definitely an issue.  I'm a bit confused about how it might be resolved since many people who would start out as just individual hobby members may at some point later get involved on a more commercial scale.  Either selling parts and products for other people trying to build systems or becoming commercial growers by selling their excess produce at farmers markets or co-ops.

 

When I started I never had any intention of doing either of these things but as time went on it changed and now I sell stuff for other people building systems and I'm also going to be providing produce to a co-op.  But I am also still a backyard grower as well.  Should that mean I can't have a voice or a vote in how the direction of an association to promote aquaponics should go as far as researching food safety recommendations or fish feeds or testing methods or serving on committees or doing research or testing of anything?

 

Because a farm is an affiliate with the farm that trained them and how hosts the mainland trainings should that make them ineligible for the benefits of belonging to an association as a grower?  What farmer out there is going to turn down a chance to make profit on something?

 

Now I can certainly understand not having the weighted votes for commercial members and just have each individual involved in the operation take membership directly.  I can also see where you might not want to let a supplier/vendor become an officer but I think they should still be allowed to become members with a vote.  I think commercial growers should be allowed to be members with a vote too and if you can get any of them to donate that much of their time, they should also be allowed to be officers.

[RupertofOZ]

It's fairly easily resolved TCL.... as Kellen suggests... simply make suppliers/vendors.. associate members without voting rights...

 

That doesn't preclude the owner of a business from registering as an individual member... as in your instance.. as an active aquaponic practitioner...

[Kobus Jooste]

Thanks for raising something I was pondering all day so far.  From my perspective, with so few people in South Africa into aquaponics at the moment, chances are that all of those driving it forward in different provinces may become people asked to design, construct, consult or supply materials.  People are already asking me to look at plans or to supply info on parts.  Making an "either or" distinction between a backyarder and a person gaining income from aquaponics is going to cause trouble for many people in developing markets too.

 

I think what we may end up needing is some kind of carefully worded section that defines when an individual is using opportunities that naturally would have come to him / her without association membership or leadership, vs. using a position on the association solely for promoting business interests.  Even here I am concerned.  Let us say the association drives an information campaign in a region, or perhaps get a demo system going somewhere.  If the same people that put together the association drive is approached to construct more systems, are they free to do so or what?  What about ventures already put into place before taking up a position in the association? Surely people cannot be expected to drop what they were earning income from to sit on a board that is dedicated towards promoting and developing aquaponics? This way it will become a hobby association, an amateur association.  You cannot only cater for commercial folk but you also cannot point fingers at them when they do take up a board position 

 

Defining what the association is supposed to do will therefore become very important to me. This together with transparency from people on the board and a clear directive where the association should focus its attention. 

[Wayne Hall]

Therein lies the problem, how to reach a happy balance between all interested parties.

Let us suppose that the "commercial member" clause was removed.

Let us also suppose that persons with "commercial interests" in aquaponics, are now like any other member.

 

Let's look at a scenario:

 

I have a commercial operation in aquaponics, be it a grower, supplier, or retailer.

I have an operation which employs 20 people, whats to stop me from applying for membership for each of my employees, and again, whats to stop me from holding "quietly" proxies for all of my employees, there can be any number of incentives offered to the employee to hold such a proxy, I then have control of all the votes of said employees.

In the most simplest of terms I have now stacked the odds in my favor.

 

Would it not be better to identify a commercial member as such and define how and what that member may or may not do?

 

Would it not be better to say ok you are a commercial member and these are your rights and entitlements for the privilege of being a commercial member and for these rights and entitlements this is what is required of you?

 

Its a very hard issue to address, a perfect solution or as near as can be gotten may be out there, but I would think it better to address it and accept the fact that there are commercial interests and define how it should operate.

 

Maybe a requirement would be to offer preferred rates on products and services, at least the individual member will actually receive benefit because of it.

 

Its only a perspective, but one that can be explored. The more perspective we have on it the better for the membership as a whole.

[RupertofOZ]

I don't see it as a problem Wayne... simply register the business as an associate member...

 

And yourself, and any employees that might want to join.. as individual members within your branch..

 

If anyone were foolish enough to try "branch stacking"... I think they would fall under the "disciplinary" provisions of the charter...

 

The "branch" delegates are the only entities that are allowed to vote at the association conference under Article 8.3.2 anyway...

 

Given that overseas branch members (with no voting rights), or even branch delegates would most likely not be able to attend a conference...

I think you also need to allow a mechanism for "branch" votes, or even "chapter" votes... to be submitted as proxies...

[Kobus Jooste]

Not wanting to pick on anyone, but after I posted this I remembered seeing some stuff in the strings related to this area of the discussion. 

 

Herewith two quotes:

 

"Did it do anything?  Not at all.  This is not to say do not do it, I am the President of the NSW Aquaculture Association, the President of another (not related) and involved in some 12 related Associations/societies etc so I have a fairly good grasp of what makes them tick...  But I think you may be overestimating the power of an association."

 

"Really, you think that will work John?  I work closely with some very private commercial interests around integrated aquaculture.  You suggest because "The Association" does not know about it (and none of you will) or does not endores it, it is somehow fraudulent or less viable?"

 

Thus I feel it rather odd that people writing in previous posts clearly indicate that they hold both senior positions on association boards while also being closely associated with private commercial interests while others want to make it some kind of cardinal sin or something.  I wonder if they would force this man to stop earning money while associated with 12 related societies/associations?

Kobus Jooste said:

Thanks for raising something I was pondering all day so far.  From my perspective, with so few people in South Africa into aquaponics at the moment, chances are that all of those driving it forward in different provinces may become people asked to design, construct, consult or supply materials.  People are already asking me to look at plans or to supply info on parts.  Making an "either or" distinction between a backyarder and a person gaining income from aquaponics is going to cause trouble for many people in developing markets too.

 

I think what we may end up needing is some kind of carefully worded section that defines when an individual is using opportunities that naturally would have come to him / her without association membership or leadership, vs. using a position on the association solely for promoting business interests.  Even here I am concerned.  Let us say the association drives an information campaign in a region, or perhaps get a demo system going somewhere.  If the same people that put together the association drive is approached to construct more systems, are they free to do so or what?  What about ventures already put into place before taking up a position in the association? Surely people cannot be expected to drop what they were earning income from to sit on a board that is dedicated towards promoting and developing aquaponics? This way it will become a hobby association, an amateur association.  You cannot only cater for commercial folk but you also cannot point fingers at them when they do take up a board position 

 

Defining what the association is supposed to do will therefore become very important to me. This together with transparency from people on the board and a clear directive where the association should focus its attention. 

[Sylvia Bernstein]

TC, Kellen and Rupert, please explain to me exactly what conflict of interest you perceive?

 

Sylvia