Makers Market Hui

Policy and Procedure Manual

The Policy and Procedure Manual may be amended by a majority of all Directors in office at any duly convened meeting of Directors or, to the extent not prohibited by law, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby, provided that no such amendment shall be effective without the written approval of the Initial Incorporator(s) so long as the Initial Incorporator(s) is a

Member of the Makers Market Hui Corporation.

1) Statement of Inclusiveness

2) Duties of Board Directors, Officers and Employees

3) Decision Making Policy and Process

4) Conflict of Interest Policy

5) Nepotism Policy

1)

STATEMENT OF INCLUSIVENESS

As approved by the Initial Incorporators: effective _2/24/2025_

Our Markers Market Inc. was formed to promote responsible and effective community service through participation. The mission requires a commitment to inclusiveness as a fundamental operating principle and calls for an active and ongoing process that affirms human diversity in its many forms, encompassing but not limited to ethnicity, race, gender, sexual orientation, economic circumstance, disability and philosophy. We seek diversity in order to ensure that a range of perspectives, opinions and experiences are recognized and acted upon in achieving the Makers Market mission. The Board of Directors also asks members to make a similar commitment to inclusiveness in order to better enhance their abilities to contribute to the common good of our changing society and local community.

2)

Directors, Officers and Employees of Makers Market Hui

As approved by the Initial Incorporators: effective _2/24/2025_

Chairperson: (Voting member of Board) Attends monthly meetings, participates in decision-making.

Named on corporations governing documents.

Organizes scheduling and publication of officers monthly meetings.

Collects directors input, drafts and publishes directors meeting agenda on website. 

Facilitates the discussions and decision-making process of directors meetings. 

Oversees development of business projects and programs for the organization, delegating duties to workgroups and tracking progress. Shall be an ex-officio voting member of all committees of the Corporation.

Collects organization business emails and USPS correspondence, scans and publishes on officers shared webpage.

Representative and board designated signatory and spokesperson on behalf of organization for business accounts, correspondence and contracts. Takes direction and guidance from other directors for actions to be taken.

Shall have additional duties as may be incidental to the office or given to her/him by law or in the corporations bylaws and as may be assigned to her/him from time to time by the board of directors.

Shall submit yearly report upon the affairs and activities of the organization in person or written at the annual meeting of the members.

Co-Chairperson: (Voting member of Board) Attends monthly meetings, participates in decision-making.

Named on corporations governing documents.

(Signatory on business checking account)

Shares duties and position of Chairperson, Secretary, Treasure and Member Rep.

Works with and understands their duties. assists and acts as substitute when necessary in times when titled officers are unavailable or when office is vacant. Shall be an ex-officio voting member of all committees of the Corporation.

Community representative / spokesperson on behalf of organization.

Shall have additional duties as may be incidental to the office or given to her/him by law or in the corporations bylaws and as may be assigned to her/him from time to time by the board of directors.

(Acts as ships counselor i.e.: ‘Deanna Troi’, is a sounding board, gives feedback, and fills in when needed.)

Secretary: (Voting member of Board) Attends monthly meetings. Participates in decision-making.

Named on corporations governing documents.

(Signatory on business checking account)

Takes minutes of meetings and publishes on website.

Maintains list of membership and contact information. 

Maintains master list of password and login information of digital and analog business accounts for organization. Collects and updates information from other officers and keeps safe.

Tracks and publishes email and website notifications for regular and special meetings for officers or membership.

Shall have additional duties as may be incidental to the office or given to her/him by law or in the corporations bylaws and as may be assigned to her/him from time to time by the board of directors.

Treasure: (Voting member of Board) Attends monthly meetings. Participates in decision-making.

Named on corporations governing documents.

(Signatory on business checking account) Makes deposits and writes needed checks.

Maintains records, banking information, and filing of required tax forms. on behalf of origination. books shall be and remain the property of the Corporation.

Presents monthly written report at officers meeting, publishes report monthly on website.

Shall have additional duties as may be incidental to the office or given to her/him by law or in the corporations bylaws and as may be assigned to her/him from time to time by the board of directors.

Membership Representative: (Voting member of Board) Attends monthly meetings. Participates in decision-making.

Named on corporations governing documents.

Liaison between board of directors and the organizations membership. Relays information back and forth. (Perhaps with a feedback section on the website or by email.)

Provides and assists Secretary with membership data, can collect membership dues and transfer to Treasure.

Shall have additional duties as may be incidental to the office or given to her/him by law or in the corporations bylaws and as may be assigned to her/him from time to time by the board of directors.

Director: (Voting member of Board) Attends monthly meetings. Participates in decision-making.

Named on corporations governing documents.

Takes on needed support tasks as needed for board of directors and committee workgroups.

Shall have additional duties as may be incidental to the office or given to her/him by law or in the corporations bylaws and as may be assigned to her/him from time to time by the board of directors.

Director: (Voting member of Board) Attends monthly meetings. Participates in decision-making.

Named on corporations governing documents.

Takes on needed support tasks as needed for board of directors and committee workgroups.

Shall have additional duties as may be incidental to the office or given to her/him by law or in the corporations bylaws and as may be assigned to her/him from time to time by the board of directors.

Employees of Makers Market Hui

Executive Director: Is a paid or unpaid employee of the Makers Market Hui Corporation who shall serve at the pleasure of the board of directors. 

The Executive Director serves on Board of Directors as a Non-voting member of the corporation.

The Executive Directors duties and responsibilities are determined and overseen by the Board of Directors.

The Executive Director shall be an ex-officio non-voting member of all committees of the Corporation.

The Executive Director in collaboration with the Board of Directors will oversee financial management, develop policies and procedures, and ensure compliance with legal and regulatory requirements. The executive director will develop strategic plans, and represent the organization to the public. Their role is to drive the organization’s success and make a positive impact in the community they serve.

The Executive Director will act as office manager until which time that duty is assigned to another.

Market Manager Is a paid or unpaid employee of the Makers Market Hui Corporation who shall serve at the pleasure of the Board of Directors. 

Assistant Market Manager Is a paid or unpaid employee of the Makers Market Hui Corporation who shall serve at the pleasure of the Board of Directors. 

3)

Decision Making Policy

As approved by the Initial Incorporators: effective _2/24/2025_

The Makers Market Hui directors shall strive to maintain a priority for building and maintaining unity and mutual respect for all diverse thoughts of opinion during decision-making processes. The Makers Market Hui will experiment with combining modified processes.

Terms defined as:

· Motion means any question, proposal or option of choice presented to the board for a decision.

· Motion Seconded indicates to the chairperson that at least two directors would like the board to discuss the topic being presented. If no second is obtained within a few moments of proposing the motion then the assembly does not consider the motion. In the absence of the motion being seconded the Chair may say, "The motion is not before you at this time." The motion is not lost, as there has been no vote taken.

· Unanimous Agreement means everyone agrees on a choice included in the motion with no one opposing.

· Consensus means that everyone agreed to go along with a choice being selected without anyone opposing the choice.

· Majority Vote means that more than half of the quorum agrees to a choice, while less than half oppose or abstain.

In the process of conducting Makers Market Hui business when a seconded motion has been discussed and presented to the directors, the board Chair will conduct a poll of the directors. It may be a traditional thumb up or down response, or may be verbal or written yes-no response to gage unanimity among the directors.

If there is not unanimous agreement for the motion, then time for additional discussion will be taken to address any questions and identify any opposition.

After discussion, the authoring director of the seconded motion may rephrase and restate the motion to the directors. The motion need not be seconded a second time. The Chair will then conduct a second poll to see if a consensus has been reached and to confirm there is no opposition.

If there remains opposition, the Chair will call for a director’s vote where half plus one will be the majority making the decision.

The minutes of directors in-person or electronic meetings will reflect that the decisions having been made were made by Unanimous Agreement, by Consensus, or that the motion passed or failed by Majority Vote.

4)

CONFLICT OF INTEREST POLICY

As approved by the Initial Incorporators: effective _2/24/2025_

ARTICLE 1. PURPOSE

To protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Executive Board member of the organization or might result in a possible excess benefit transaction.

This policy is intended to supplement but not replace state and federal laws governing conflict of interest applicable to nonprofit, charitable organizations.

ARTICLE 2. DEFINITIONS

Interested Person: An interested person may be a Board member, employee or family who has a direct or indirect interest, financial or otherwise, in a transaction with the Organization.

Conflict of Interest: Conflicts of interest cannot be readily defined. Virtually any situation in which an individual with decision-making authority for the Organization is influenced in a decision within the scope of his or her organizational duties by personal, financial, business or other concerns unrelated to the Organization’s best interest may present a conflict of interest.

Conflicts of interest may involve direct or indirect interests. For example, an individual has an indirect interest in a transaction if another entity in which the individual has a material interest or in which the individual is a general partner is a party to the transaction, or another entity of which the individual is a director, officer, or trustee is a party to the transaction.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment or family:

A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Substantial Influence: A person is in a position of substantial influence if the person is:

A voting member of the Organization’s governing body; or\

Any person who, regardless of title, has ultimate responsibility for implementing the decisions of the governing body or for supervising the management, administration, or operation of the Organization (for example, the president); or Any person who, regardless of title, has ultimate responsibility for managing the finances of the Organization (for example, the treasurer); or Any other person who may have substantial influence over the affairs of the Organization in view of the facts and circumstances.

Member of the family: An interested person’s family includes the person’s: spouse, brothers or sisters and their spouses, children, grandchildren and great grandchildren, and their spouses. A legally adopted child of an interested person is treated as a child of that person.

ARTICLE 3. PROCEDURES

Governing Body: The Organization’s authorized body to review actual or possible conflicts of interest shall be Executive Board members or a committee of the Executive Board (composed solely of directors). The members of the board or committee, as the case may be, shall not have any conflict of interest with the transaction or arrangement at issue. A member of the board or committee shall:

Not be an interested person participating in or economically benefiting from the transaction or arrangement at issue and not be a member of the family of any such interested person;

Not be in an employment relationship subject to the direction or control of any interested person participating in or economically benefiting from the transaction or arrangement at issue;

Not be receiving compensation or other payments subject to approval by any interested person participating in or economically benefiting from the transaction or arrangement at issue;

Have no material financial interest affected by the transaction or arrangement at issue; and

Not be in a position to approve a transaction providing economic benefits to any interested person participating in the transaction or arrangement at issue, who in turn has approved or will approve a transaction providing economic benefits to the member.

Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists: After disclosure of the interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest: A conflict of interest transaction may be approved if the material facts of the transaction and the individual’s interest are disclosed or known to the board or a committee of the board, and the transaction is authorized, approved or ratified by an affirmative vote of a majority of the directors either on the board or on the committee of the board, who have no direct or indirect interest in the transaction; provided, that a transaction may not be authorized, approved, or ratified by a single director. The procedures for addressing conflict of interest transactions or arrangements shall be as follows:

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest;

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement (appropriate data as to comparability) so that, given the knowledge and expertise of the members, the board or committee has information sufficient to determine the reasonableness or fairness of the transaction or arrangement;

After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest;

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the governing board or committee shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflict of Interest Policy: If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE 4. RECORD OF PROCEEDINGS

The minutes of the governing board and all committees with board delegated powers shall contain the following:
a. In determining whether a conflict of interest exists: The names of the persons who disclosed or otherwise were found to have an interest in connection with an actual or possible conflict of interest, the nature of the interest, the names of the persons present for discussions and votes relating to the transaction or arrangement, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact exists.

In addressing the conflict of interest: The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion, including any alternatives to the proposed transaction or arrangement, the comparability data obtained, how it was obtained, and what data was relied upon; and a record of any votes taken in connection with the proceedings and those who approved; The terms of the approved transaction and date it was approved; and any actions taken with respect to consideration of the transaction by anyone who is otherwise a member of the authorized body but who had a conflict of interest with respect to the transaction.

Such documentation must be prepared before the later of the next meeting of the authorized body or 60 days after the final action or actions of the authorized body are taken. The authorized body must review and approve the record as being reasonable, accurate and complete within a reasonable time thereafter.

ARTICLE 5. COMPENSATION

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE 6. ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement, which affirms such person:

Has received a copy of the conflict of interest policy;

Has read and understands the policy;

Has agreed to comply with the policy; and

Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

ARTICLE 7. PERIODIC REVIEWS

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE 8. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

5)

Nepotism Policy

As approved by the Initial Incorporators: effective _2/24/2025_

No individual shall be employed, serve as a member of the Board of Directors, or be hired as a consultant, vendor or contractor which will (i) result in the existence of a subordinate-superior relationship between such individual and any family member of such individual through a direct line of authority or (ii) result in multiple family members serving as members of the Board of Directors.

For the purpose of the above outlined policy the following definition applies:

Nepotism - The employment of family member(s) in direct line of authority; the utilization of family member(s) as consultants, vendors or contractors; and/or the involvement of multiple family member(s) as members of the Board of Directors.

Family Member – An individual who is related to another as father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half brother, half sister, grandmother, grandfather, great grandparent, great grandchild, step grandparent, step great grandparent, step grandchild, step great grandchild, person who is engaged to be married to a person in a direct line of authority who otherwise holds himself or herself out as or is generally known as the person whom the employee, in a direct line of authority, intends to marry or with whom the person, in direct line of authority, intends to form a household, or any other person having the same legal residence as the person in direct line of authority.