Jan 2008

CONSTITUTION AND BY-LAWS OF THE

ROXBOROUGH AGRICULTURAL SOCIETY

 

ARTICLE  I - NAME

 

   The name of the Society shall be “The Roxborough Agricultural Society” henceforth known as “the society”.

 

ARTICLE  II - AUTHORITY

 

               The Society is organized under the authority of the Agricultural and Horticultural Organizations Act of the Province of Ontario, and all Articles of this document shall be read to conform with said Agricultural and Horticultural Organizations Act.

 

ARTICLE III - PURPOSES

 

               The purposes of the Society shall be in accordance with the objects as stated in the Agricultural and Horticultural Organizations Act which read as follows:

   The objects of an agricultural society are to encourage an awareness of agriculture and to promote improvements in the quality of life of persons living in an agricultural community by,

a)    researching the needs of the agricultural community and developing programs to meet those needs:

b)        holding agricultural exhibitions featuring competitions for which prizes may be awarded;

c)        promoting the conservation of natural resources;

d)        encouraging the beautification of the agricultural community;

e)        supporting and providing facilities to encourage activities intended to enrich rural life; and

f)          conducting or promoting horse races when authorized to do so by a by-law of the society.

 

 

A society that expends any of its funds in a manner inconsistent with the objects set out in Article III forfeits all claims to participate in any legislative grant.

 

ARTICLE IV- HEAD OFFICE

 

   The head office of the Society shall be located in the country of Stormont in the province of Ontario and at such a place therein as determined from time to time by the Board of Directors of the Society.

 

ARTICLE V - MEMBERSHIP

 

1)      Every person shall be entitled to be a member of the Society by paying the annual fee of the Society but no person under the age of eighteen years is eligible to vote at Meeting 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)      There shall be an annual membership fee as shall be determined from time to time by the Board of Directors.

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 Association.

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. In addition, only those who were members during the previous year are entitled to vote at the Annual Meeting.

 

ARTICLE VI - DIRECTORS

 

            The Board of Directors shall consist of twelve directors.

1)      The membership shall elect at each Annual meeting from themselves twelve directors for a term of one year.

2)      Directors shall be eligible for re-election at the end of one year.

3)      In the event of a vacancy occurring on the Board by the death of or resignation of any officer or director, the remaining members of the Board shall have the power to appoint any member of the Society to fill such vacancy provided that, when three or more vacancies occur at the same time, a special general meeting shall be called and directors elected to fill the vacancies.

4)      Where a director of a 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 of discussion of, or vote on any question with respect to the matter.

5)      The Board of Directors shall have the power to act for and on behalf of the Society in all matters, subject to the bylaws and regulations of the Society.

 

ARTICLE VII - OFFICERS

 

1)      The Annual Meeting shall elect a President, 1st Vice President, 2nd Vice President, Secretary and Treasurer to be known as the Officers of the Society.

2)      The President, 1st Vice President, 2nd Vice President, Secretary and Treasurer and the remaining seven directors shall constitute the Board of Directors.

3)      a) It shall be the duty of the Board in each and every year to inquire into the sufficiency of the security given by the Treasurer or Secretary-Treasurer and to report theron to the Society.

 

ARTICLE VIII - MEETINGS OF THE SOCIETY

 

a)      At least two meetings weeks notice of every annual meeting shall be given by publication of a notice of the meeting in at least one newspaper having a general circulation in the Municipality in which the headquarters of the Society is situated.

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 in January in each year.

b)      Twenty-five Members 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, certified by the Auditors.

ii)      The Directors shall be elected.

iii)     Auditors shall be appointed.

 

2)      GENERAL MEETINGS

a)      Ten members shall constitute a quorum for a general meeting.

b)      A general meeting may decide on all matters brought to it by the Board.

3)      SPECIAL GENERAL MEETINGS

On the petition of ten members of the Society, the Secretary and, in the Secretary’s absence, the President or 1st Vice President, shall call a special general meeting for the transaction of the business mentioned in the petition and the meeting shall be advertised in the manner prescribed by ARTICLE VIII a)

 

4)      I) A Special general 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 a members for the current year and who were members for the two previous years are entitled to vote at this meeting.

 

ARTICLE IX - DIRECTOR’S MEETINGS

 

1)      A meeting of the Board shall be called by the Secretary upon the direction of the President, or in the absence of the President, the 1st Vice President,  or by any three members of the Board by notifying all members of the Board at least seven days prior to the time fixed for such meeting, providing that a meeting of the Board may be held immediately following any Annual, Regular or Special Meeting of the Society without notice.

2)      Five members of the Board shall constitute a quorum,

3)      Voting - At a board meeting, only the elected Directors are eligible to vote.

4)      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 the consideration and possible adoption by the membership.

b)      put into effect all policies and actions approved by the membership.

c)      have the power to enter into contracts in the name of the Society in accordance with the policies and practices approved by the members

d)      be responsible for the management of the affairs of the Society between general meetings.

5)      Committees and Subcommittees

a)      The Board may establish committees and subcommittees from time to time in order to conduct its business more effectively. All committees are accountable to the Board of Directors.

                     Committees are as follows:

                     Grounds                      Exhibition Hall              Nominating

                     Dining Hall                   Entertainment             Advertising/Promotions

                     Sports                         Finance                       Fair Book

                     Baby Contest              Junior Agriculture        Agricultural Displays

                     Horses                        Concessions               Beer Gardens

Gates & Tickets

 

b)      Terms of reference for all committees shall include the following:

i)        the status of the committee (standing or ad hoc)

ii)      the 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, and any authority granted to the chair to co-opt members

vii)    the assignment of any staff of associate members

viii)  any special mode of operation

ix)    an upper limit of expenses the committee can incur

x)      the preferred time and mode of reporting

 

ARTICLE X - FINANCES

 

1)      The fiscal year of the Society shall be from January 1 to December 31.

2)      All expenditures for items in excess of $ 1,000.00 that are not included in the budget for the current fiscal year shall require approval by a motion passed at a general meeting or a Board of Directors meeting.

3)      Cheques to disburse the funds of the Society shall bear the signature of two of the any four directors that have been appointed by the Board as authorized signing authorities with the Bank that the society has deposited it funds.

4)      The Financial Records of the Society shall be audited by at least two individuals who are appointed at the Annual Meeting. These should not be directors of the society.

5)      Remuneration - No officer, director or member of a Society, except the Secretary, Treasurer, Secretary-Treasurer or Manager, shall receive any remuneration for carrying out his duties as an officer, director or member, but traveling 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 traveling 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 reasonable request.

 

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 and Horticultural Organizations Act, or as it may be revised from time to time, shall become a part of this constitution.

 

ARTICLE XIII - DUTIES OF OFFICERS

 

1)      Officers of a Society are responsible for the safe custody of:

a)      deeds, titles 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 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 auditors reports.

 

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 by 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 statements of the Society; and

e)      prepare reports showing the financial position of the Society, as the officers from time to time direct.

 

ARTICLE XIV - DISSOLUTION OF THE SOCIETY

 

   1. Upon Dissoultion of the Society and after payment of its’ debts and liabilities; its

   remaining property should be distributed or disposed of, to a Charitiable     Organization which carries on work soley in the province of Ontario.

 

BY-LAWS - BORROWING OF MONEY

 

   Money borrowed should not exceed $ 25,000.00 without a Special meeting of the Directors.