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CONSTITUTION & BY-LAWS

OF THE

ROSENEATH AGRICULTURAL SOCIETY
 
ARTICLE 1.  NAME

 

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

 

ARTICLE 2.  AUTHORITY

 

“The Society” is organized under the authority of the Agricultural and Horticultural Organizations Act of the Province of Ontario.  Hereinafter referred to as “The Act” and all articles of this document shall be read to conform with the said Agricultural and Horticultural Organization Act.

 

ARTICLE 3.  OBJECTS

Objectives of an Agricultural Society are to promote the development, sale and export of agricultural products and to provide educational opportunities related to agricultural and rural life as set out in the Agricultural and Horticultural Organizations Act R.S.O. 1990, Chapter A.9

 

  1. Researching the needs of the agricultural community programs to meet the community and developing programs to meet those needs.

  2. Holding agricultural exhibitions featuring competitions for which prizes may be awarded.

  3. Promote 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. Developing activities to encourage young people to participate in the activities of “The Society”.

  7. Supporting and co-operating with other organizations and associations in the improvement of the agricultural industry.

  8. Provide educational opportunities to the public related to agriculture and rural life through i.e., displays, demonstrations and hands-on activities.

 

A Society that expends any of its funds in a manner inconsistent with the objects set out in subsection 3 (1) forfeits all claims to participate in any legislative grants.

 

 

ARTICLE 4.  HEAD OFFICE

 

The head office of “The Society” shall be located in the village of Roseneath, County of Northumberland, Province of Ontario and at such a place therein as determined by the “Board of Directors”.

 

ARTICLE 5.  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 fees, but the name of one person only in any one year may be entered as the Representative or Agent of such company, and that person only shall exercise the privileges of membership in “The Society” by paying the annual fee.

  3. One ex offico member from the Township of Alnwick/Haldimand Council will be permitted

  4. REQUIREMENTS FOR FULL MEMBERSHIP:

    • Payment of the annual membership fee, as determined from time to time by the Board of Directors, shall be due at the annual meeting.

    • Attainment of the age of 18 years.

    • Must be a permanent resident within Ontario.

  5. JUNIOR MEMBERSHIP

    • Junior membership is open to those who do NOT meet all of the requirements of full membership, but nevertheless declare an intention to pursue the stated purposes of “The Society”. 

    • Junior members shall NOT be eligible to VOTE or be eligible to serve as an Officer.

  6. PRIVILEGES OF MEMBERSHIP

    •  Term of membership is from the 3rd Saturday in January of the current year to the 3rd Friday in January of the next year

    • A member or junior 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”.      

    • Only those who were paid members during the previous year and who have paid the membership for the current year are entitled to      vote at the annual meeting.

    • Membership shall terminate in the event that the member is no longer in good standing under the articles, by-laws and policies of the Society.

    • Upon 15 days written notice to a member, the Board may pass a resolution authorizing, disciplinary action or the termination of a member for violating any provision of the articles or by-laws. The notice shall set out the reasons for the disciplinary action or termination of membership. The member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5-days before the end of the 15-day period.  The Board shall consider the written submission of the member before making a final decision regarding disciplinary action or termination of membership

 
 ARTICLE 6.  DIRECTORS

 

  1. The “Board of Directors” shall consist of 24 Directors.

  2. The membership shall elect at each Annual Meeting from among themselves 24 Directors, elected on an alternating basis of 8 each year for a term of 3 years, to be eligible for re-election at the end of their term.

  3. 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 of Directors shall have the power to appoint any member of “The Society” to fill such a vacancy provided that, when 3 or more vacancies occur at the same time, a Special General Meeting shall be called and Directors elected to fill the vacancies.

  4. A decision to remove directors must be by motion of the Board of Directors and will be addressed thru 5.6 Membership.

  5. 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”.

  6. All Directors will volunteer to help in fundraising events held by “The Society” throughout their term.

  7. Directors will sign the directors form agreeing to represent the society.

  8. Alternate Directors could be called to attend a meeting for a director when he/she are unable to attend.  If these Alternates wish to attend all monthly meetings, they are welcome to do so.

 
 
 
ARTICLE 7.  OFFICERS

 

  1. The Directors shall elect from among themselves at a meeting to be heldfollowing the Annual Meeting, a President, 1st Vice President, 2nd VicePresident and Past President to be known as the Executive Officers of “The Society”.

  2. The President, 1st Vice President, 2nd Vice President, Past President and the remaining 20 Directors shall constitute the “Board of Directors”.

  3. The Board among themselves or otherwise, shall appoint a Secretary/Treasurer who shall remain in office during the pleasure of “The Board”, and the Secretary/Treasurer shall keep accurate account of the proceedings of the Board and General Meetings acting under the control and with the approval of “The Board”.

    • The Secretary/Treasurer of “The Society”, before entering upon the duties of his/her office, shall give bond for the faithful performance of his/her duties and especially for the due accounting for and paying over all funds, which may come into his/her hands.

    • It shall be the duty of “The Board” in each and every year to inquire into the sufficiency of the security given by such Secretary/ Treasurer and to report this to “The Society”.

    • If “The Board” neglects to procure and maintain proper and sufficient security, each member shall be personally responsible for all funds of “The Society” that may have been received by the Secretary/Treasurer.

 

ARTICLE 8.   MEETINGS OF THE SOCIETY

 

Proxies are NOT permitted at any General Meeting, Special General Meeting or Annual Meeting of “The Society”.

 

ANNUAL MEETINGS

  1. At least 2 weeks notice of every Annual Meeting shall be given by publication of the notice of the meeting in at least 1 newspaper having a circulation in the Municipality in which the headquarters of “The Society” is situated on 2 successive weeks and/or mailing notice of the meeting to every member of “The Society” at the address furnished to the Secretary/Treasurer. Notice shall be given on the Society website.

  2. The Annual Meeting of “The Society” shall be held on the 3rd Saturday in January of each year at l:30 pm or as determined by the Board of Directors.

  3. 20 members constitute a quorum.

  4. Meeting Proceedings

The Board shall present a report of the activities and accomplishments of “The Society” certified by the Auditor or by two signatures of volunteer reviewers who are not currently on the Executive or Board of Directors, or related to one another, or related to the Treasurer 

Next years Auditor shall be appointed or a Motion to be made by the Board to appoint two volunteers to review and sign the Review Certificate provided. This motion must be made by the November meeting of the current year.

 

The Directors shall be elected.

The Secretary shall make available a list of those members eligible to vote and hold office as determined in Article 5-5.

 

GENERAL MEETINGS

  • Persons who are members for the current year are eligible to vote at any General Meeting except where property is involved.

  • Notification of general meeting shall appear on the website 14 days prior to the general meeting and/or by mailing notice of the meeting to every member.

  • 15 members constitute a quorum.

  • A General Meeting may decide on all matters brought to it by “The Board”.

  • Submission/ presentation of proposals for fundraising events, proposed purchases of equipment, upgrades to the grounds will be presented, discussed and voted on by the members. A Summary of the event will be presented at the next general meeting highlighting income, expenses net profit as well as lessons learned.

 

SPECIAL GENERAL MEETINGS

  • On the petition of 30 members of “The Society”, the Secretary and in his/her absence, the President or 1st Vice President shall calla Special General Meeting for the transaction of business mentioned in the petition and the meeting shall be advertised in the manner prescribed by Article 8-1.

  • A Special General Meeting will be called to deal with the selling of, leasing or otherwise disposing of property.

  • Only those persons who are PAID members for the current year and who were PAID members for the two previous years are entitled to vote at this meeting

 

ARTICLE 9.  DIRECTORS’ MEETINGS

 

  1. The first Wednesday of each month will be the Board of Director meetings with the exception of the October meeting will be held the 2nd Wednesday.

  2. A meeting of “The Board” shall be called by the Secretary upon direction from the President, or in his/her absence the 1st Vice President or by any 3 members of “The Board” by notifying members of “The Board” at least 14 days in advance of the meeting by notification on the website and/or notification by phone. A meeting of “The Board” may be held immediately following any Annual, General or Special Meeting of “The Society” without notice.

  3. 10 members of “The Board” shall constitute a quorum.

  4. At a Board meeting, members may attend but only the elected Director 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:

  • Take the initiative in preparing policies and actions for consideration and possible adoption by the membership.

  • Put into effect all policies and actions approved by the membership.

  • Have power to enter into contracts in the name of “The Society “in accordance with policies and practices approved by the membership.

  • Responsible for the management of the affairs of “The Society” between General Meetings.

  • Responsible for the actions/activities related to the successful completion of the assigned duties.

 

  1. Issues that arise between formal board meetings may be dealt with using email, phone or

similar technology that must be available to all board members.Voting for such interim issues

will be conducted with the same requirement of quorum as regular scheduled meetings.

 

     6. COMMITTEES AND SUB-COMMITTEES

“The Board” may establish Committees and Sub-Committees from time to time in order to conduct its business effectively.  All committees are accountable to “The Board”.  

-  Every committee shall have at least one Director who may be Chairperson.

                -The Chairperson may have the authority to add helpers as necessary.

 

 
 
ARTICLE 10. HOME  CRAFT DIVISION

 

  1. “The Society” shall have a Home craft Division which is under the direction of and accountable to the Board of Directors of “The Society”.

  2. This division shall have the power to elect from their members, officers and directors as deemed necessary by this division.

  3. All officers and directors of this division must be members of “The Society”

  4. President of the Home Craft Division will be a director on the Board of Directors of the Society.

 5.  The Home craft Division shall be responsible for:

  • Junior Work

  • School Work

  • Flowers

  • Fine Arts

  • Needlecraft Section

  • Bottle Goods

  • Domestic Science and other classes as deemed necessary by The Board of Directors of “The Society”.

6.  The Home craft Division may establish committees and sub-committees in accordance with article 9–6.

 
ARTICLE 11. FINANCES

 

  1. The fiscal year of “The Society” shall be from January 1st to December 31st.

  2. All expenditures shall require approval by a motion passed at a General Meeting or a meeting of “The Board”.

  3. Cheques to disburse funds of “The Society” shall bear two of three signatures (the Secretary/Treasurer, the President or Past President).

  4. The financial records of “The Society” shall be audited by a qualified accountant or by 2 members of “The Society” appointed at the Annual Meeting.

  5. Remuneration - No compensation shall be paid to a Director, Officer or Member of an Agricultural Society, other than the Secretary/Treasurer or Manager. Reasonable expenses incurred by a Director, Officer or member while engaged in duties on behalf of “The Society” may be allowed, 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 of “The Society” and other books of “The Society” shall be made available for inspection by members upon reasonable request.

 

     7. CONFLICT OF INTEREST

A Director who is in any way directly or indirectly interested in a contract, tender, proposal, business arrangement or any like transaction, or any proposed contract, tender, business arrangement or like transaction of any kind whatsoever with “The Society” must make full disclosure of the nature of the conflict at the first possible instance to the Board.  No such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract, tender, proposal, business arrangement or any like transaction.

 
ARTICLE 12.  RULES OF ORDER & DUTIES

 

Roberts Rules of Order (latest edition) shall govern “The Society” on all matters not covered in the By-Laws.

 

Duties of Directors are as follows:

 

Chair

          Be familiar with all items on the agenda and the reason for their discussion

          Confirm that the meeting has been duly called and is properly constituted

          Keep the meeting on schedule

          Introduce all guests or observers at the start of the meeting

          Ensure that all members in attendance get a chance to express their opinion without judgement

          Conduct the meeting in an orderly manner according to the bylaws of the Society

          Decide who may speak

          Decide when there has been sufficient discussion and call for a motion & voting

          Declare the results of all votes

          Ensure that minutes are being properly recorded.

          Sign minutes from previous meeting at which he or she presided over.

          Stay impartial

1st Vice Chair

          Understudy of the Chair

          Be prepared to preside over a meeting that the Chair is unable to attend

          Should the position of Chair become vacant for any reason, the 1st Vice Chair will fill this role until an election can be held at the next Annual General Meeting. 

The 1st Vice will have the option to pass to the 2nd

          Vice Chair with just cause and remain as the 1st Vice.

2nd Vice Chair

          Understudy of the Chair & the 1st Vice

          Be prepared to preside over a meeting should the Chair or 1st Vice be unable to attend.

          Should the position of 1st Vice Chair become vacant, the 2nd Vice will fill this role until an election can be held at the next Annual General Meeting.

 

Members/Directors

          Arrive on time for all meetings prepared to participate

          Review any material received prior to meeting

          If presenting make sure copies are either sent out ahead of time or available at the meeting

          Address the Chair

          Be courteous and do not speak while others are speaking

          Remember you are agreeing or disagreeing with the idea not the individual

          Volunteer in at least 1 fundraiser, work project during the calendar year

          Notify Secretary/Treasurer of agenda items one week in advance of the meeting

         

 

ARTICLE 13.  CHANGES IN CONSTITUTION & 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 or General Meeting of “The Society” or at a Special Meeting of which notice has been given in the manner provided by Article 8-1.

  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.

 

ARTICLE 14.  INTERPRETATON

 

If any question as to the interpretation of any portion of this Constitution arises, the Executive shall be empowered to make a decision on the matter. However, if this situation arises, the Constitution must be amended to clarify the interpretation.

 

ARTICLE 15.  HOLD HARMLESS

 

Every Officer and Director shall be indemnified and saved harmless out of the funds of “The Society” from and against all costs, charges, and expenses incurred in and about any action or suit brought against him/her in respect of any deed performed during the execution of his/her office, except where charges or expenses are incurred as a result of his/her own fraud, dishonesty, wilful neglect or wilful default.

 

ARTICLE 16.  DUTIES OF OFFICERS
  1. OFFICERS are responsible for:

    1. Deeds, title paper and other documents relating to “The Society” property.

    2. A copy of the minutes and proceedings, resolutions and by-laws.

    3. Books and records.

 

  1.   SECRETARY shall

    1. Attend all meetings and keep true minutes

    2. Conduct the correspondence

    3. Keep a Record of:

      1. Business transactions of the Society

      2. All resolutions passed by the Society

      3. Amendments made to the Constitution and By Laws

      4. List of Members and their addresses

      5. List of names and address of persons to whom prizemoney is paid and the amount paid

      6. Reports of Committees

      7. Annual Statements, Financial and Auditor’s reports

      8. A list of attendance for all meetings

 

    3.   TREASURER shall:

  1. Receive all money paid to “The Society” and Deposit them to the credit of “The Society” in a chartered bank/trust company ,as “The Society” may by resolution direct.

  2. Keep Securities in safe custody.

  3. Keep proper Books of Account or make cause to be made entries of all receipts and expenditures of “The Society”.

  4. Prepare the Annual Financial Statement.

  5. Prepare reports showing the financial position of “The Society” as the Officers from time to time direct.

 

    4.   LEASES, CONTRACTS OR INSTRUMENTS

  1. All Leases, Contracts and other Instruments shall be signed on behalf of “The Society” by the President or in his/her absence the 1st Vice President or in his/her absence the 2nd Vice President.

 

Article 17    Code of Conduct Directors & Members of “The Society”

 

The Board of Directors & Members are committed to teamwork and effective decision-making and will:

 

          Adhere to the Agricultural & Horticultural O|rganizations Act, OAAS Constitution & Bylaws and

          Policies.

Be an advocate for the organization and its mission wherever & whenever the opportunity arises in their own personal & professional networks

Always maintain the highest standards of integrity and act with decorum and shall be respectful of others

Be willing to be a dissenting voice, endeavour to build on other director’s ideas, offer alternative points of view as options to be considered and invite others to do so too

Be balanced one’s efforts to understand other members and to make oneself understood.

Support a decision once made and the board communicates externally with “one voice”

Respect the confidentiality of information ons sensitive issues. Do not disclose or discuss differences of opinion on the Board with those who are not on the Board.

Refrain from trying to influence other Board members outside of board meetings that might have the effect of creating factions and limiting free and open discussion.

Do not advance allegations of misconduct and/or breach of this code of conduct that are trivail, frivolous, vexatious, made in bad faith or vindictive in nature against another member.

Limit discussions at meetings to matters of concern.

Use establishe and approved communication channels with questions or concerns arise and not resort to utilizing public foums, media and/or social media for a personal platform of complaint.

Disclose one’s involvement with other organizations, businesses or individuals where such a relationship might be viewed as a conflict on interest at a meeting.

 

 

 

                 ___   Jim Fell______                                  _____ Barbara Foreman______

                           President                                                                  Secretary/Treasurer

 

 

                 Date Amended  _____May 1, 2024________

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