Constitution and By-Laws…

Article I  – Name

The name of the Society shall be ‘The Palmerston 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 Constitution shall be read to conform with said Agricultural Societies Act.

Article III – Objects

The objects of the 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,

1. Researching the needs of the agricultural community and developing programs to meet those needs;
2. Holding agricultural exhibitions featuring competitions for which prizes may be awarded;
3. Promoting the conservation of natural resources;
4. Encouraging the beautification of the agricultural community;
5. Supporting and providing facilities to encourage activities intended to enrich rural life;
6. Drawing together rural and urban citizens for their mutual benefit.

The Society shall not expend any of its funds in any manner inconsistent with the objects set out above.  In doing so, the Society may forfeit all claims to participate in any legislative grant.

Article IV – Membership

• Every person shall be entitled to be a member of the Society.
• A Firm or 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.
• There shall be an annual membership fee as determined by the Board of Directors from time to time, but in no event to be less than $5 as required by the Agricultural Societies Act.
• Privileges of Membership: A member shall be entitled to participate in the activities of the Society as shall be defined by the Board of Directors each year, but in any event every member who was a member of the Society during the previous year and who has paid membership fees for the current year and who has attained the age of 18 years, shall be entitled to vote at the Annual Meeting.

Article V – Directors

• The membership shall elect at the Annual meeting from among themselves 18 Directors as authorized under the Agricultural Societies Act. In addition up to 6 Junior Directors, being between the ages 12 and 17, shall be named as members of the Board each year.  Where 18 directors are authorized, all directors (except Junior Directors) shall hold office for a period of three years and shall be elected on a rotating basis of 6 each year.  They shall be eligible for re-election at the termination of 3 year period.
• Junior Directors – Junior Directors shall hold office until age 18 or withdraw their name.
• In the event of a vacancy occurring on the board by 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 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 the directors elected to fill the vacancies.
• 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.

Article VI – Officers

• The Directors shall elect from among themselves, at a meeting to be held immediately following the annual meeting, a President, 1^st Vice-President, 2^nd Vice President.
• The Directors and President, 1st Vice President and 2^nd Vice- President shall constitute the Board of Directors.
• 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 secretary-treasurer shall be a member of every committee which may be appointed managing-director, acting under the control and with the approval of the board. The secretary shall act as the secretary for both the board of directors and for the society.

(3a)  Every board shall require the treasurer or secretary-treasurer to give security to cover against any loss of funds of the organization.

(3b)  Every board shall, in each year, inquire into the sufficiency of the security.

(3c)  If the security is insufficient, each director of the board is personally liable for any loss suffered by the organization thereby.

Article VII – General Meeting of the Members

1. Annual Meeting

• The annual meeting of the society shall be held in the month of January each year.
• Fifteen members shall constitute a quorum at the annual meeting or any special general meeting.
• At least two weeks’ notice of every annual meeting shall be given by publication of a notice of a meeting in at least one newspaper having a general circulation in the municipality in which the headquarters of the society is situated.

2. At the Annual Meeting

• 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 assets and liabilities of the society, certified by the auditors, in the form prescribed by the Minister of Agriculture and Food and Rural Affairs.
• Nominating committee which consists of the Agricultural Society’s Past President, President, Vice President, and 3 more directors appointed by the board of directors, for the purpose of presenting names for the coming year, to fill the offices of the society. Nominations will be also accepted from the floor.
• The directors shall be elected by ballot and appointed in the manner provided by article V, and any Honourary directors shall be appointed.
• At any such meeting only those members who were members of the society during the previous year and who have paid the membership fee for the current year are entitled to vote.
• Auditors to be appointed annually.

Article VIII – Special General Meeting

A (I) – On the petition of thirty members of a society, the secretary and in his or her absence, the president or 1^st 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 section 9 of the act and the advertisements shall state the nature of the business to be transacted.

(II) – Only those persons who are members for the current year and who were members in the previous meeting are eligible to vote at any general meeting except where property is involved.

B (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 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 Meetings

• A meeting of the board shall be called by the secretary upon the direction of the president, or in their absence, the 1^st vice-president, or by any three 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 meeting, regular, or special meeting of the society without notice.
• Quorum – Ten members of the board, or their designate, shall constitute a quorum.
• Voting – At a board meeting only the elected directors, or their designate, are eligible to vote.

Article X – 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 or her 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.

Article XI – Fiscal Year

The fiscal year of the society shall be January 1 of one year to January 1 of the following year.

Article XII – Change in Constitution By-Laws and Regulations

By-laws and/or regulations of the Constitutions of the Society may be made and/or adopted, amended or repealed at any annual or regular meeting of the society or at a special meeting of which notice has been given in the manner provided by section 9 of the Agricultural Societies Act.

Note:     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.

Article XIII – Duties of Officers

• Officers of a Society are responsible for the safe custody of :
• Deeds, title papers and other documents relating to the Society’s property
• At least one copy of minutes of proceedings, resolutions and by-laws of the Society
• Books and records of the Society
• The signing officers of the Society shall be the Treasurer or Secretary and President or Vice-President as required by the financial institution

Duties of Committees

• First name on committee shall be the convenor
• Convenor to call committee meetings
• Book their own judges, get specials, write their own thank-you’s, prepare prize lists
• Report back to the fair board with progress
• Committee members to help set-up and dismantle displays

The Secretary of a Society shall

• Attend all meetings of the society and keep accurate minutes thereof,
• Conduct the correspondence of the society; and keep a record of
• All business transactions of the society
• All resolutions of the society
• All amendments to the by-laws of the society
• A list of the members of the society and their addresses;
• A list of the names and addresses of persons to whom prize money is paid and the amounts paid to each person;
• All reports of committees that may from time to time be appointed by the society, and
• All annual statements and financial and auditor’s reports.

The Treasurer of a Society shall

• Receive all monies paid to the society and deposit them to the credit of the society in a financial institution, as the society may resolution direct
• Keep the securities of the society in safe custody
• 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
• Prepare reports showing the financial position of the society as the officers from time to time direct.

Local Rules

• Borrowing money

The Board of Directors are empowered to borrow money as is required by the society to carry on the business of the society.

• The signing officers shall be empowered up to and including $1000 to conduct day to day business of the society.