|
Constitution
& By-Laws
of the Dresden Agricultural Society
Article I |
NAME
The name of the Society shall be "The Dresden Agricultural Society"
henceforth known as "The Society". |
Article II |
AUTHORITY
The Society is organized under the authority of the Agricultural
Societies Act of the Province of Ontario, and all Articles of this
document shall be read to conform with said Agricultural Societies
Act. |
Article III |
PURPOSES
The purposes of the Society shall be in accordance with the objects
as stated in the Agricultural Societies Act which read as follows:
| 9-(1) |
The objects of a society shall be to encourage
an awareness of agriculture generally and to promote improvements
in the life skills and quality of life of persons living
in the agricultural community by:
| (a) |
assessing the agricultural, economic
and social needs of the agricultural community and
developing programs to emet those needs; |
| (b) |
organizing and holding agricultural exhibits for
which prizes may be awarded with a view to,
i) encouraging improvements in the product and marketing
of agricultural produce and livestock and the methods
there of;
ii) developing the life skills of persons living in
the agricultural community;
iii) increasing an awareness and appreciation of agriculture
and the rural lifestyle; |
| (c) |
promoting and encouraging the conservation of natural
resources; |
| (d) |
promoting and encouraging beautification of the agricultural
community; |
| (e) |
developing and conducting activities to encourage
young people to participate in the activities of agricultural
societies; |
| (f) |
supporting and co-operating with other associations
and organizations in the improvement of agricultural
industry; |
| (g) |
supporting and providing facilities to encourage
activities intended to enrich the rural lifestyle; |
| (h) |
conducting or promoting horse races when authorized
to do so by a by-law of the society. |
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| 9-(2) |
A society that expends any of its funds in a manner inconsistent
with the objects set out in subsection (1) forfeits all claims
to participate in any legislative grant. |
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Article IV |
HEAD OFFICE
The head office of the Society shall be located in the geographic
town of DRESDEN in the Municipality of Chatham-Kent in the province
of Ontario and at such a place therein as determined by the Board
of Directors of the Society. |
Article V |
MEMBERSHIP
| (1) |
Every person shall be entitled to be a member
of the Society. |
| (2) |
A Firm or an Incorporated Company may become a member by
payment of the regular fee, but the name of one person only
in any one year may be entered as the representative or agent
of such Firm or Company and that person only shall exercise
the privileges of membership in the Society. |
| (3) |
Requirements for membership
| (a) |
Payment of the annual membership fee, as
detemined by the Board of Directors from time to time
by the annual meeting of the current year. |
| (b) |
Attainment of the age of eighteen (18) years. |
| (c) |
Must be a permanent resident within 25 miles (40 kilometers)
of the Society's Head Office. |
|
| (4) |
Associate Membership
Associate Membership is open to those who do not meet all the
requirements for full membership but nevertheless declare
an intention to pursue the stated purposes of the Society.
Associate members shall not have voting rights or be eligible
to serve as officers of the Society. |
| (5) |
Privileges of membership
A member or associate member shall be entitled to participate
in the activities of the Society as shall be defined by the
Board of Directors each year, but only full members may vote
or hold office in the Society. Also, only those voting members
who have a paid-up membership of the previous two years as
well as the current year are entitled to vote at the Annual
Meeting. |
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Article VI |
DIRECTORS
| (1) |
The Board of Directors shall consisst of minimum
of 12 Directors - maximum 18 Directors and up to 6 Junior Directors. |
| (2) |
The Membership shall elect at each Annual Meeting from among
themselves six (6) Directors for a term of three years on a
rotating basis and up to six (6) Junior Directors for a term
of one year each, of which each must be between the ages of
18 and 26 upon election. |
| (3) |
Directors shall be eligible for re-election at the end of
the three-year term. |
| (4) |
In the event of a vacancy occurring on the Board by the death
of or resignation of any officer or director or otherwise,
the remaining members of the Board shall have the power to
appoint any member of the Society to fill the vacancy provided
that when three or more vacancies occur at the same time, a
general meeting of the Society shall be called and directors
elected to fill the vacancies. |
| (5) |
Where a director of the Society has a financial interest,
direct or indirect, in any matter in which the Society is concerned,
he shall disclose his interest and shall not take part in the
consideration or discussion of, or vote on any question with
respect to the matter. |
| (6) |
The Board of Directors shall have the power to act for and
on behalf of the Society in all matters, subject to the by-laws
and regulations of the Society. |
| (7) |
Dues must be paid prior to the start of the Annual Meeting.
Directoris will be notified two weeks prior to the Annual Meeting. |
| (8) |
Must be a paid-up member for two (2) consecutive years as
well as the current year to allow name to stand for election
to the Board. |
| (9) |
In order to remain as a Director of the Society, a Director
may not miss more than three consecutive Board Meetings or
will be notified by mail by the Sec-Treas. of termination at
the Board's discretion. |
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Article VII |
OFFICERS
| (1) |
The Directors shall elect from among themselves
at a meeting to be held immediately following the Annual Meeting,
a President, 1st Vice-President, 2nd Vice-President to be known
as the officers of the Society. |
| (2) |
The President, 1st Vice-President, 2nd Vice-President and
the remaining 8 to 18 Directors shall constitute the Board
of Directors. |
| (3) |
The Board from among themselves or otherwise, shall appoint
a Secretary and a Treasurer, or a Secretary-Treasurer who shall
remain in office during pleasure and the Secretary, or the
Secretary-Treasurer shall keep an accurate account of the proceedings
of Board and General Meetings, actin gunder the control and
with the approval of the Board. |
| (4) |
| (a) |
The Treasurer, or Secretary-Treasurer of
the Society, before entering upon the duties of his/her
office, shall give Bond for the faithful performance of
his duties and especially for the due accounting for and
paying over all monies which come into his/her hands. |
| (b) |
It shall be the duty of the Board of Directors in each
and every year to inquire into the sufficiency of the security
given by such Treasurer, or Secretary-Treasurer and to
report thereon to the Society. |
| (c) |
If the Board neglects to procure and maintain proper
and sufficient security, each member thereof shall be personally
responsible for all funds of the Society that may have
been received by the Treasurer, or Secretary-Treasurer. |
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Article VIII |
MEETINGS OF THE SOCIETY
| (a) |
At least two (2) weeks notice of every annual
meeting shall be given by publication of a notice of the meeting
in at least one (1) newspaper having a general circulation
in the municipality in which the headquarters of the Society
is situated on two (2) successive weeks and/or by mailing notice
of the meeting to each member of the Society at the last address
furnished to the Secretary. |
| (b) |
Proxies are not permitted at any General, or Annual meeting
of the Society. |
| (1) |
ANNUAL MEETING:
| (a) |
The Annual Meeting of the Society shall
be held on the fourth Saturday of January in each year
at one o'clock or as determined by the Board of Directors. |
| (b) |
One third (1/3) of the registered membership shall
constitute a quorum at the Annual Meeting. |
| (c) |
At the Annual Meeting:
| (i) |
The Board shall present a report
of the activities and accomplishments of the Society
since the last Annual Meeting and a detailed statement
of the receipts and expenditures since the last
Annual Meeting and a statement of the assets and
liabilities of the Society, reviewed by the Auditors/Reviewers. |
| (ii) |
The Directors shall be elected. |
| (iii) |
The Auditor shall be appointed. |
| (iv) |
The Secretary shall make available a list of
those members eligible to vote and hold office
as determined in Article V (3) and (5). |
| (v) |
Only those persons who have been members for
the two previous years as well as the current year
are eligible to vote at a General Meeting. |
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| (2) |
GENERAL MEETINGS:
| (a) |
Only those persons who are members for
the current year are eligible to vote at any General
Meeting except where property is involved. |
| (b) |
Forty (40) members shall constitute a quorum for a
General Meeting. |
| (c) |
A General Meeting may decide on all matters brought
to it by the Board of Directors. |
| (d) |
The Meeting shall be advertised in the manner prescribed
by Article VIII (a). |
|
| (3) |
SPECIAL GENERAL MEETINGS:
On the petition of sixty (60) members of the Society, the Secretary
and, in his absence, the President or 1st Vice-President,
shall call a special general meeting for the transaction
of the business in the petition and the meeting shall be
advertised in the manner prescribed by Article VIII (a). |
| (4) |
| (i) |
A special generall meeting will be called
to deal with the selling, mortgaging, leasing or otherwise
disposing of property owned by the Society. |
| (ii) |
Only those persons who are members for the current year
and who were members for the previous two (2) years are
entitled to vote at this meeting. |
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Article IX |
DIRECTOR'S MEETINGS
| (1) |
A monthly meeting on the second Wednesday of
the month or as determined by the Board of Directors as necessary. |
| (2) |
A meeting of the Board shall be called by the Secretary upon
the direction of the President, or in his absence, the 1st
Vice-President, or by any three members of the Board, by notifying
all members of the Board at least seven (7) days prior to the
time fixed for such meeting, or as deemed necessary by the
circumstances providing that a meeting of the Board may be
held immediately following any Annual, regular or Special Meeting
of the Society without notice. |
| (3) |
Quorum: six (6) members of the Board shall constitute a quorum. |
| (4) |
Voting: At a Board meeting, only the elected Directors are
eligible to vote. |
| (5) |
Powers and Duties: In addition to other specific duties and
powers assigned elsewhere in these By-Laws, the Board shall:
| (a) |
take the initiative in preparing general
policies and actions for consideration and possible adoption
by the membership. |
| (b) |
put into effect all policies and actions approved by
the membership. |
| (c) |
have power to enter into contracts in the name of the
Society in accordance with policies and practices approved
by the membership. |
| (d) |
be responsible for the management of the affairs of
the Society between general meetings. |
|
| (6) |
Committees and Subcommittees:
| (a) |
the Board may establish committees and
subcommittees from time to time in order to conduct its
busienss more effectively. All committees are accountable
to the Board of Directors.
Committees and their powers are as follows:
| Finance |
Living Floral |
Barns & Grounds |
Dairy & Domestic |
Ladies' & Mens' Dept. |
| Cattle |
High School |
Bars & Concessions |
Special Events |
Inside Arena Concessions |
| Horses |
Grandstand |
Public Relations |
Sheep & Goats |
Back-Stretch Restaurant |
| Fine Arts |
Nominating |
Printing & Advertising |
Children's Dept |
Outside & Other Concessions |
| Raceway |
Admissions |
Arena Commission |
Arena Decoration |
Grains, Seeds, Roots & Veg |
Any committee as determined necessary by the Board of
Directors. |
| (b) |
terms of reference for all committees shall include
the following:
| (i) |
the status of the committee (standing
or ad hoc). |
| (ii) |
type of committee (discussion, working, task
force, etc.). |
| (iii) |
the overall purpose. |
| (iv) |
any specific directives defining goals or tasks. |
| (v) |
the relationship to any other overlapping activities
of the Society. |
| (vi) |
the composition, including statements, on any
designated observers, whether officers are appointed
as full or associate members, any any authority
granted to the chair to co-opt other members. |
| (vii) |
the assignment of any staff or associate members. |
| (viii) |
any special mode of operation. |
| (ix) |
an upper limit of expenses the committee may
incur. |
| (x) |
the preferred time and method for reporting. |
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Article X |
FINANCES
| (1) |
The fiscal year of the Society shall be from
December 1st to November 30th. |
| (2) |
All expenditures for items in excess of $300.00 that are
not included in the budget for the current fiscal year shall
require approval by a motion passed at a Board of Directors
meeting. |
| (3) |
Cheques to disburse the funds of the Society and the Raceway
Division shall bear the signatures any two (2) - the officers
and/or the Secretary-Treasurer. |
| (4) |
The financial records of the Society shall be audited/reviewed
by a qualified accountant appointed at the Annual Meeting. |
| (5) |
Remuneration: No officer, director or member of the Society,
except the Secretary, Treasurer, Secretary-Treasurer or Manager,
shall receive any remuneration for carrying out his duties
as officer, director or member, but travelling and living expenses
may be allowed any officer, director or member while engaged
in duties on behalf of the Society, and the Board may fix such
remuneration and travelling and living expenses which shall
be payable out of the funds of the Society. |
| (6) |
The financial accounts and other books of the Society shall
be made available for inspection by members upon reasonable
request. |
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| Article XI |
RULES OF ORDER
Roberts Rules of Order shall govern the Society on all matters not
covered by the By-Laws. |
| Article XII |
CHANGE IN CONSTITUTION AND BY-LAWS
| (1) |
By-Laws of the Constitution of the Society may
be made and/or adopted, amended or repealed by the Board of
Directors providing it is confirmed at an Annual Meeting of
the Society or at a Special Meeting of which notice has been
given in the manner provided by Article VIII (a). |
| (2) |
All regulations as set forth in the Agricultural Societies
Act, or as it may be revised from time to time, shall become
a part of this Constitution. |
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| Article XIII |
DUTIES OF OFFICERS
| (1) |
Officers of the Society are responsible for the
safe custody of:
| (a) |
deeds, title papers and other documents
relating to the Society's property. |
| (b) |
at least one copy of minutes of proceedings, resolutions
and by-laws of the Society. |
| (c) |
books and records of the Society. |
|
| (2) |
The Secretary of the Society shall:
| (a) |
attend all meetings of the Society and
keep true minutes thereof; |
| (b) |
conduct the correspondence of the Society; and |
| (c) |
keep a record of,
| (i) |
all business transactions of the
Society; |
| (ii) |
all resolutions passed by the Society; |
| (iii) |
all amendments to the By-Laws of the Society; |
| (iv) |
a list of the members of the Society and their
addresses; |
| (v) |
a list of the names and addresses of persons
to whom prize money is paid and the amounts paid
to each person; |
| (vi) |
all reports of committees that may from time
to time be appointed by the Society; and |
| (vii) |
all annual statements and financial and auditor's
reports. |
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| (3) |
The Treasurer of the Society shall:
| (a) |
receive all monies paid to the Society
and deposit them to the credit of the Society in a chartered
bank, as the Society may be resolution direct; |
| (b) |
keep the securities of the Society in safe custody; |
| (c) |
keep or cause to be kept proper books of account or
make or cause to be made entries of all receipts and
expenditures of the Society; |
| (d) |
prepare the annual financial statement of the Society;
and |
| (e) |
prepare reports showing the financial position of the
Society, as the Officers from time to time direct. |
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Other By-Laws
By-Law No. 1 - Arrangements, Contracts, Execution of Instruments,
etc.
Deeds, transfers, assignments, contracts and obligations on behalf of
the Society may be signed by the President, the Secretary or Secretary-Treasurer,
and the Corporate Seal shall be affixed to such instruments as require
the same. Notwithstanding any provision to the contrary contained in
the By-Laws of the Society, the Board may at any time and from time to
time direct the manner in which and the person or persons by whom any
particular deed, transfer, contract or obligation or any class of deeds,
transfers, contracts or obligations of the Society may or shall be signed.
By-Law No. 2 - Owning Land Section 20 (1)
This Society being a body corporate, shall have power to acquire and
hold land as a site or as an enlargement of an existing site and the
Society shall have and may exercise the like powers as to lands required
for the enlargement of an existing site as in the case of lands required
for the original site, for fairs and exhibitions, and subject to the
approval of a meeting of the Society called for that purpose may sell,
mortgage, lease, or otherwise dispose thereof, or of any other property
held by such Society, provided that no lands of a Society shall be
mortgaged without the written approval of the Superintendent of Agricultural
Societies.
By-Law No. 3 - Borrowing of Money
A motion of the Board of Directors is required for borrowing any monies.
By-Law No. 4 - Executive Committee
The Executive Committee shall be made up of the President, the Past-President,
the 1st Vice-President and the 2nd Vic-President.
By-Law No. 5 - Races or Trials of Speed for Horses
The Society shall hold races or trials of speed for horses.
By-Law No. 6 - Standing Committees
The standing committees shall be as follows:
| Finance |
Raceway |
Barns & Grounds |
| Grandstand |
Bar & Concessions |
Back-Stretch Restaurant |
| Public Relations |
Nominating |
Admissions |
| Printing & Advertising |
Children's |
Arena Decoration |
| Outside & Other Concessions |
Special Events |
Arena Commission |
| Horses |
Cattle |
Sheep & Goats |
| Grains, Seeds, Roots & Vegetables |
Dairy & Domestic |
Mens & Ladies Dept. |
| Fire Arts |
Living Floral |
High School |
| Inside Arena Concessions |
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By-Law No. 7 - Review/Audit
All references to audit shall include the word review as well.
Updated & Revised January 24/07 Annual Meeting
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