CONSTITUTION AND BY-LAWS OF THE
ILDERTON AGRICULTURAL SOCIETY
|ARTICLE I||NAMEThe name of the society shall be “THE ILDERTON AGRICULTURAL SOCIETY” henceforth known as “the Society”|
|ARTICLE II||AUTHORITYThe Society is organized under the authority of the Agriculture and Horticultural Organizations Act of Ontario, and all Articles of this document shall be read to conform with said Agricultural and Horticultural Act.|
|ARTICLE III||PURPOSESThe 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 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.
|ARTICLE IV||HEAD OFFICEThe head office of the Society shall be located in the County of Middlesex 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||MEMBERSHIP1) 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 meetings 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 by the Board of Directors and approved at the Annual General Meeting.
4) An 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 purpose on 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. In addition, only those who were members during the previous year are entitled to vote at the Annual Meeting.
|ARTICLE VI||DIRECTORS1) The Board of Directors shall consist of sixteen (16) directors and the immediate past president and past president of Home Craft as ex-officio directors.2) The membership shall elect at each annual meeting from among themselves eight directors for a term of two years of which at least two directors must be between the ages of eighteen and twenty nine upon election.
3) Directors shall be eligible for re-election at the end of the two year term.
4) In the event of a vacancy occurring on the Board by the death or resignation of any officer or director or otherwise, the remaining members of the Board shall have 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 of the Society shall be called and directors elected to fill the vacancies.
5) Where a director of a society has a financial interest direct or indirect, in any matter in which the Society in 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 power to act for and on behalf of the Society in all matters, subject to the bylaws and regulations of the Society.
|ARTICLE VII||OFFICERS1) The Directors shall elect from among themselves at the end of the Annual Meeting, a President, 1st Vice President, 2nd Vice President, President – Homecraft Division, 1st Vice President – Homecraft Division, and 2nd Vice President – Homecraft Division, to be known as the officers of the Society.2) The Board from among themselves or otherwise shall appoint a Secretary who shall remain in office during the pleasure of the Board and shall keep an accurate account of the proceedings of the Board and General Meetings acting under the control and with the approval of the Board.
3) The Board from among themselves or otherwise shall appoint a Treasurer of the Society who shall remain in office during the pleasure of the Board.
a) Before entering upon the duties of the office, the Treasurer shall give Bond for the faithful performance of these duties and especially for the due accounting for and paying over all monies which may come into the Society.
b) It shall be the duty of the Board in each and every year to inquire into the sufficiency of the security given by such 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.
|ARTICLE VIII||MEETINGS OF THE SOCIETY1) Proxies are not permitted at any General, Annual, or Directors’ meetings of the Society.2) Annual General Meeting
a) At least two weeks notice of every Annual General 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 or by mailing notices of the meeting to every member of the Society at the address registered with the Society or by publishing it in a periodical that is generally circulated in the agricultural or horticultural community as appropriate.
b) The Annual General Meeting of the Society shall be held no later than the 4th Monday of January not to start before 7:00pm or as determined by the Board of Directors
c) Fifteen members shall constitute a quorum at the Annual Meeting.
d) At the Annual General Meeting
i) The Board shall present a report of the activities and accomplishments of the Society since the last Annual General Meeting and a detailed statement of the receipts and expenditures since the last Annual General Meeting and a statement of the assets and liabilities of the Society, certified by the financial examiner(s).
ii) The Directors shall be elected.
iii) Financial examiner(s) shall be appointed.
iv) The secretary shall make available a list of those members eligible to vote and hold offices as determined in Article V.
v) Officers are elected
3) 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) Ten members shall constitute a quorum for a general meeting.
c) A general meeting may decide on all matters brought to it by the Board.
4) Special General Meeting
On the petition of fifty members of a Society, the Secretary and, in the Secretary’s absence the President or 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 (2a)
b) Property Selling/Mortgaging
A special general meeting will be called to deal with the selling, mortgaging, leasing or otherwise disposing of property owned by the Society. Only those persons who are members for the current year and who were members for the two previous years are entitled to vote at this meeting.
|ARTICLE IX||DIRECTORS’ MEETINGS1) 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 7 days prior to the time fixed for such meeting, providing that a meeting of the Board may be held immediately following any Annual General, Regular or Special Meeting of the Society without notice.2) QuorumEight members (e.g. ½) of the Board shall constitute a quorum.
At the Board meeting, only the elected Directors and any ex-officio 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 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; and
d) Be responsible for the management of the affairs of the Society between general meetings.
|ARTICLE X||COMMITTEES AND SUBCOMMITTEESThe 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. Committee responsibilities are to organize and carry out normal activities related to the committee and with the Society’s approval. All committees will select a Chair who will be the point of contact with the Board.The following committees will be Standing Committees that conduct business on an annual basis and report to the Board:
a) Nominating Committee – The committee consists of the immediate Past President, immediate past Homecraft president and two members at large. It is the committee’s responsibility to propose candidates for the annual election of Directors.
b) Finance Committee – The committee consists of the Treasurer or Secretary/Treasurer, President, 1st Vice President, President – Homecraft Division and 1st Vice President – Homecraft Division. It is the committee’s responsibility to assist the Treasurer or Secretary/Treasurer in preparing the annual budget and the annual review of the Insurance Policies for consideration by the Board of Directors.
c) Constitutional Review Committee – The committee consists of the President, 1st Vice President, Past President and president – Homecraft and two members at large. It is the committee’s responsibility to examine the constitution every two years and make recommendation(s) for the annual meeting.
d) Executive Committee – The committee consists of the President, 1st Vice President, 2nd Vice President, President – Homecraft Division, 1st Vice President – Homecraft Division and 2nd Vice President – Homecraft Division. It is the committee’s responsibility to
i. carry out specific tasks as assigned by the Board
ii. bring recommendations back to the Board
|ARTICLE XI||FINANCES1) The fiscal year of the Society shall be from December 1to Novemeber 31.2) Cheques to disburse the funds of the Society shall bear two signatures of the following: President, 1st Vice President, and Treasurer.
3) The financial records of the Society shall be examined by a person with an accounting designation appointed at the Annual General Meeting.
4) No officer, director or member of the Society, except the Secretary and the Treasurer 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.
5) The financial accounts and other books of the Society shall be made available to a member upon a written request within twenty one days.
|ARTICLE XII||RULES OF ORDERRoberts Rules of Order shall govern the Society on all matters not covered by the By-Laws.|
|ARTICLE XIII||CHANGE IN CONSTITUTION AND BY-LAWS1) By-laws of the Constitution of the Society may be made and/or adopted, amended or repealed by the Board of Directors, provided it is confirmed at an annual or regular meeting of the Society, or at a special meeting of which notice has been given in the manner provided by ARTICLE VIII (2a).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 part of this constitution.|
|ARTICLE XIV||DUTIES OF OFFICERS1) Officers of a 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 a 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;
v) A list of names and addresses of persons to whom prize money is paid and the amount 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 examiner’s reports.
d) Retiring officers are responsible for passing on to the incoming officers all items mentioned in Article XIII.
3) The Treasurer of a Society shall:
a) Receive all monies paid to the Society and deposit them to the credit of the Society in a chartered bank and/or credit union as the Board 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 of 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.
f) Pay all bills that are allocated by the approved annual budget.
|SIGNED, SEALEDAND DELIVEREDIn the presence of||ILDERTON AGRICULTURAL SOCIETY|