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?

[David Waite]

Rupert I do hope the health issues come out in your favor. Sorry missed it ealier.

David Waite said:

Rupert you can type and teach cant you. I think this association could use you on the educational membership side. I know you could help with writing water chemistry articles and how to's for the association. I basically have seen your strengths in this forum and your other side as well. If you want to really see this thing go then damn it lets do it. I know you have competing interests over in AU. Bring them together use your intellect for the good of this organization not just as a critic. Basically no monday qtr backing get in a play. Cher,s my friend.........D

RupertofOZ said:

David, I've never opposed the "association" outrightly... if modifications could be made... and I'd certainly be much more attracted to involvement with the modifications that are being proposed...

 

As to a personal level of involvement... I'm not ducking the question... but I'm not sure what level of commitment I could give at the moment due to a health problem.. that could have significant long term impact on many areas of my life and lifestyle...

 

I'll know more in the next few weeks...

David Waite said:

Rupert you are making suggestions. Is it your intention if the charter makes changes to better the charter you will put your name in the hat and become a leader and lend the community your knowledge or are you going to remain on the sidelines. Not really saying put up or shut up just curious as your interest level is high, but is your commitment level the same.

[Rob Nash]

David, I second your last two posts.

[Kobus Jooste]

Kellen - sorry for replying late but the time zone is a bit against me.  The reason I refer to commercial / supplier / consultant is because:

1) I do not know who will end up holding office, but more importantly

2) AP is a young industry and most people that decide to work in it does more than one thing.  Going after a single type of income stream right now is not possible for most people and thus most situations I have studied (and my own) indicates diversification at the moment. 

 

I think point no. 2 is quite important as it makes for confusion and "conflict of interest" red flags all over the place.  In other industries, I understand that there are issues with suppliers having a voice or a vote, but in AP, right now, it is the small group of diverse income stream operators like the ones trying to get the association off the ground that will likely build the association to begin with.

[Jon Parr]

I think we're making progress. Back to the original question of what I would want from the association, I have some suggestions. First of all, to unite all levels of AP enthusiasts, we need to realize that each group of aquapons probably has very different expectations. As far as the founding four, I wish them wild success and riches, and all contributing members as well. Neutral, of course, but successful.

As a backyarder, I want some guidelines for tanks and methods and ratios, etc.  I'd like an approval stamp on systems and components, vendors, etc.  I'd like a magazine with color pictures and interviews, pictures of Nicole K., etc. I wouldn't be too concerned with commercial legalities, safety mumbo jumbo, or anything at all international. Most of those things are available already by way of forums like this one.  I'd also like a sticker to put on my bumper to let my friends know my hobby, and strangers ask about it.

As a commercial grower, I want whatever can be provided by an association to sell my wares. Help with organic approval, federal and state approval, public awareness of what they are getting when they buy AP food, myths dispelled, etc. This is probably going to take the most money to facilitate, and success in this area will yield the rewards financially to commercial members. I think commercial members should pay more dues, get a vote, and get more voting credit for more employees. This is all about the growers, IMHO, so let them have the power. Backyarders don't really need all this, but they want to be a part. It's our passion, after all.

As a commercial vendor, selling seeds, fish fry, feed, pumps, systems, etc., I want a seal of approval by the association. I want to prove to the association that it will pass the expectations of quality, workmanship, safety, and function so that potential buyers can see the stamp and know it has value. If people aren't satisfied with the product, I would expect to have the seal removed. That would be worth the dues, and a boon for backyarders and commercial growers as well.

As a commercial buyer, buying fish, produce, equipment, etc., the standards set forth by the association would help settle the doubt of food safety, quality, and public opinion, thus making it more likely to do business with APers.

And for all members, unbiased approval or disapproval of products and services is key. I wouldn't want to see ranking, or promoting of certain products or vendors. This is not advertising for anyone, and I'm sure there is no such intent among soon to be members, right?  As far as dues, they look fair to me. I would suggest that the backyarder's due be dropped to $20-25, more in line with the value being a magazine subscription. And the commercial dues to remain, plus say $20 for each employee over $X/month, get an extra vote and a magazine.

One question. Do officers get travel expenses paid for meetings and duties?  If not, then it is a substantial burden on us commoners to keep the routine going. If they are paid, then sign me up for California, and send me a ticket to Florida. :) 

[Kellen Weissenbach]

Hi Sylvia,

 

Actually, once the LEGAL entity (incorporation) of the association is established, the organizers have limited (virtually zero) liability exposure associated with it, with the exception being certain fraudulent and other criminal misconduct (which always applies to a person anyway).  In fact, in order to be "legit" it must be incorporated and not for profit status (and resulting approval) must be established.  You and the other organizers won't have any "ownership" or "control" interest beyond being interim officers acting on behalf of the association, until actual officers are elected, presumably at the conference.  Those officers then become the "responsible party" for the duration of their term.  They are responsible for the financial aspects and the general day to day operations of the association. 

 

Trustees would technically trump the officers, so would, in practice, make them nothing more than elected figureheads, having no tangible control over the goings on of the association.  The trustees, while not in a technically legal sense, but a very practical sense, would "own" the association because of their abilities and rights to make decisions and take actions virtually carte blanche "on behalf" of the association.  It is likely that most credible and worthwhile candidates for the executive board would not be agreeable to such a situation.

 

With regard to the "vision of the founders" aspect, I completely understand why you would want to make sure the "baby" you gave birth to is "grows up" right.  It's the organizers' right and priveledge to instruct and provide insight into how they would "like" the association to operate (charter), but ultimately, it becomes the right of the membership to decide if it's actually how THEY want to operate from the moment you place the very first member on the role.  You will effectively lose all direct control over how the membership base chooses to proceed from that day forward, assuming you do away with the whole trustee control aspect.  If the organizers are unwilling to let go of the trustee aspect, I'm certain you will soon find a competing association launch and likely splinter associations pop up from this one as well.  If you want a vibrant, thriving association, you really have to let go of the organizer control and let the elected officers and membership base assume it

 

Hope that helps.

Sylvia Bernstein said:

The idea behind the trustee structure as it is currently proposed in the charter is as you, TC, described it so well about 4300 posts ago (i.e. this morning, I think).  Those of us who are spending all this time creating and organizing this new Association, creating the website, and funding the incorporation legal fees, and who will have their names on the incorporation documents, bank accounts, etc...at least at the beginning...want to be sure that no matter what happens that the vision of the founders is consistently well carried out over the years. That said, last night we discussed the "lifetime" language and given the concerns expressed in here decided to modify that so that the trustees come up for a vote of the Board of Governers after 5 years.  That is enough time for the organization to fully realize the vision we hold for it.  BUT...I think we will also consider the alternative structure that Kellen described earlier and will get back to you all it.  Definitely possible...

[Kellen Weissenbach]

Hi Gina,

 

I answered below. Take care!

 

Gina Cavaliero said:

@ Kellen, geez, we heard you the first time, you didn't have to say it twice!  ;-)  Just kidding.  

I understand your point, but I think we have a unique situation in this industry where there is a major amount of crossover among purveyors and your structure would eliminate practically everyone at the commercial level.  I am a commercial grower, but yet I also sell equipment, trainings, consultants, etc. and I think most everyone else at the commercial level to some degree supplies something.  How do we address that? 

 

A: The way this is handled in most associations works quite well, and has been mentioned by a couple of people, including myself already in various forms/suggestions.  I actually recall John (RupertofOZ) discussing this, and giving some very good recommendations. Basically, in nearly all situations an INDIVIDUAL can have a voting membership, but a BUSINESS (specifically a vendor/supplier who would be targeting goods/services to the members) can only have an associate membership (non-voting and activities restricted).  You can be both if you want, but you pay the fees for both, and depending on your activities, are regulated by rules pertaining to both.  Gina as a person (grower) can be an individual member.  Gina's AP consulting and info business can't.  It can only have a non-voting and restricted associate membership.  Gina as an individual member could serve as an exec board member, but not Gina's business obviously.  Gina could not, as an individual serving on the exec board, recommend or endorse her or any other business/product/service to association members.  Doing so would result in the loss of the exec board position and a ban on future opportunities to serve, AS WELL AS a revocation of Gina's associate membership, and accordingly all abilities to market Gina's business/products in the future.  Gina's business could, within very limited confines and the appropriate approved venue, market her products to the grower members, as an associate member, the manner in which this is allowed to be decided by the membership base itself.  That's essentially how it works.  Does that sound reasonable? 

 

Just because what you are describing is a standard in other industries, doesn't necessarily mean it will cross over well to ours.  I think it may present a challenge but we may have to learn how to incorporate those companies or entities in a different way then just as an 'associate member' as you propose and not exclude them from voting and or executive positions.  Do you realize what you propose eliminates nearly every one at that level from serving?  Who would be left?

 

I am a grower, but I'm also a successful small business owner, being a supplier/vendor, tilapia breeder and hatchery owner, systems designer and operations consultant.  I too wear a lot of hats, so I can relate to what you are saying. :)  I've also been a member in, and served on exec boards for, a number of associations, so am happy to contribute a bit of firsthand experience and knowledge involving it.  The issues I'm bringing up are real and become extremely problematic if not addressed from the very outset.  All industries have suppliers and consumers.  I don't think we're really that unique... hehe...  What I'm saying is that an association typically represents the interests of either one or the other.  The association is bound to be wrought with conflict of interest issues if it tries to truly represent both sides, and in its currently proposed form it gives not just power, but SIGNIFICANTLY MORE power to the vendors/suppliers.  It simply can't be considered credible and trustworthy if it gives power to the suppliers/vendors and then essentially pretends to be protecting the interests of the growers, be they commercial scale or backyard scale.  By the very nature of that arrangement, the suppliers/vendors will seek to promote and endorse their products with the "association stamp of approval", regardless of quality and regardless of the ethics involving doing so... just because they can.

 

It seems to me that the "individual grower member" and "associate member" structure is inclusive enough to satisfy both side's wants and needs, but without some of the conflict of interest issues.

 

Hope that helps.  Take care.

 

Gina Cavaliero said:

@ Kellen, geez, we heard you the first time, you didn't have to say it twice!  ;-)  Just kidding.  

I understand your point, but I think we have a unique situation in this industry where there is a major amount of crossover among purveyors and your structure would eliminate practically everyone at the commercial level.  I am a commercial grower, but yet I also sell equipment, trainings, consultants, etc. and I think most everyone else at the commercial level to some degree supplies something.  How do we address that?  Just because what you are describing is a standard in other industries, doesn't necessarily mean it will cross over well to ours.  I think it may present a challenge but we may have to learn how to incorporate those companies or entities in a different way then just as an 'associate member' as you propose and not exclude them from voting and or executive positions.  Do you realize what you propose eliminates nearly every one at that level from serving?  Who would be left?

Perhaps taking these concerns into consideration, rules need to be in place to safeguard against the things you say would present conflicts.  

[Kellen Weissenbach]

Hi Kobus,

 

No problem at all on the timing.  I've got 7 month old twin boys, so I'm awake for at least a few minutes of the daylight hours for all time zones globally.  hehe...

 

I would fit squarely into your description in item 2 myself.  As I mentioned in another post, I am a grower as well as a supplier/vendor.  I hear what you're saying.  I really do.  I'm just offering some advice from firsthand experience.  I would consider myself to be pretty in touch with the current condition of the aquaponics industry here in the US.  I hope it's not confused for obstinance, because it's certainly not intended that way.  Just trying to help. :)

 

Kobus Jooste said:

Kellen - sorry for replying late but the time zone is a bit against me.  The reason I refer to commercial / supplier / consultant is because:

1) I do not know who will end up holding office, but more importantly

2) AP is a young industry and most people that decide to work in it does more than one thing.  Going after a single type of income stream right now is not possible for most people and thus most situations I have studied (and my own) indicates diversification at the moment. 

 

I think point no. 2 is quite important as it makes for confusion and "conflict of interest" red flags all over the place.  In other industries, I understand that there are issues with suppliers having a voice or a vote, but in AP, right now, it is the small group of diverse income stream operators like the ones trying to get the association off the ground that will likely build the association to begin with.

[Kobus Jooste]

Hi Kellen - cool beans! Sorry for assuming that you are more of a hobbyist and not commercially interested in aquaponics.  My reply was better suited to someone from another industry rather than one that has spent some time getting to know aquaponics.  I did not pick it up from your other posts and my head is trying to bend around the viewpoint of pure hobbyists and people eyeing the situation with the objective of developing future business ventures out of a small start.

 

Enjoy the twins.  I have a 7 year old daughter and 4 year old son and they really are a pleasure if you can keep up!

Kellen Weissenbach said:

Hi Kobus,

 

No problem at all on the timing.  I've got 7 month old twin boys, so I'm awake for at least a few minutes of the daylight hours for all time zones globally.  hehe...

 

I would fit squarely into your description in item 2 myself.  As I mentioned in another post, I am a grower as well as a supplier/vendor.  I hear what you're saying.  I really do.  I'm just offering some advice from firsthand experience.  I would consider myself to be pretty in touch with the current condition of the aquaponics industry here in the US.  I hope it's not confused for obstinance, because it's certainly not intended that way.  Just trying to help.

 

[Gina Cavaliero]

Kellen,  thank you for your thoughtful responses.  I understand your concerns and I am confident we will reach an arrangement that will include involvement and representation for for all types of members at some level while also protecting the integrity of the association.  As mentioned before, we are taking all of this under consideration and the revised charter reflecting those changes will be available for additional review tomorrow.  

Twin boys!  Congrats! :)

[Sylvia Bernstein]

Kellen, you have made some excellent points here and they will be taken up in a discussion of the organizing committee tonight.  We will get back to everyone on this, and, as Gina said, the whole member level vs voting vs fees structure, tomorrow.  While this process may be messy, it is definitely doing the job that we had hoped it would of ultimately creating a better charter!  Thanks everyone.

Kellen Weissenbach said:

Actually, once the LEGAL entity (incorporation) of the association is established, the organizers have limited (virtually zero) liability exposure associated with it, with the exception being certain fraudulent and other criminal misconduct (which always applies to a person anyway).  In fact, in order to be "legit" it must be incorporated and not for profit status (and resulting approval) must be established.  You and the other organizers won't have any "ownership" or "control" interest beyond being interim officers acting on behalf of the association, until actual officers are elected, presumably at the conference.  Those officers then become the "responsible party" for the duration of their term.  They are responsible for the financial aspects and the general day to day operations of the association. 

 

Trustees would technically trump the officers, so would, in practice, make them nothing more than elected figureheads, having no tangible control over the goings on of the association.  The trustees, while not in a technically legal sense, but a very practical sense, would "own" the association because of their abilities and rights to make decisions and take actions virtually carte blanche "on behalf" of the association.  It is likely that most credible and worthwhile candidates for the executive board would not be agreeable to such a situation.

 

With regard to the "vision of the founders" aspect, I completely understand why you would want to make sure the "baby" you gave birth to is "grows up" right.  It's the organizers' right and priveledge to instruct and provide insight into how they would "like" the association to operate (charter), but ultimately, it becomes the right of the membership to decide if it's actually how THEY want to operate from the moment you place the very first member on the role.  You will effectively lose all direct control over how the membership base chooses to proceed from that day forward, assuming you do away with the whole trustee control aspect.  If the organizers are unwilling to let go of the trustee aspect, I'm certain you will soon find a competing association launch and likely splinter associations pop up from this one as well.  If you want a vibrant, thriving association, you really have to let go of the organizer control and let the elected officers and membership base assume it

 

[RupertofOZ]

I'm delighted that the feedback is being discussed and incorporated into a revision Sylvia...

 

It gives me greater belief that an association will get off the ground.. and more particularly may sustain itself into the future...

 

I do agree with Kellen's comments with regard to the issue of "trustees"... and that is not a reflection of any of the people who are involved...

 

I think you all deserve a chance to hold the reins initially.. but come the next conference ALL positions should be vacated and up for grabs... (as I proposed at the beginning of the thread)

 

Thereafter I think a maximum term of three consectutive conferences is more than enough to ensure a level of "continuity"... and this shouldn't be seen through any sense of fear...

I'm not, and haven't seen anyone else suggesting that a trustee can't renominate for a subsequent term...

 

No doubt, if you've performed admirably... and I'm sure you will.... you'll be re-elected.... if for no other reason that there very likely just wont be a lot of other people who will be prepared to take on the role...

 

There must be provision for the membership to elect any and ALL executive positions though...

[RupertofOZ]

Wayne, or Kellen.. could you explain in "laymans" language what is meant by the "divestment" of assets of the association as per 11.5.5... and the circumstances in which this might occur?