Constitution
Of the Cuyahoga County Agricultural Society
Article No. 1
Title – This Association, an agricultural, non-profit corporation, incorporated under the laws of Ohio, shall be known as the “Cuyahoga County Agricultural Society”.
Article No. 2
MISSION. To exhibit, to educate and to demonstrate agribusiness products and techniques from the past, present and future in a festive atmosphere for all generations. To encourage and promote constructive youth activities, and to promote general community betterment together with all the industrial, commercial and educational interest of the county.
Article No. 3
Section 1
Membership – The society shall maintain a membership of not less than thirty persons. Any resident of Cuyahoga County, twenty-one years of age or over, shall be eligible for membership.
Section 2
MEMBERSHIP DUES – Each member shall pay to the Secretary of the Society such annual fees as the Board of Directors may from time to time determine payable on or before the last day of the Annual fair. Membership certificates shall be placed on sale at least two weeks before the old membership expires on January 1st of each year.
Article No. 4
Section 1
Management
The Corporate powers, property and affairs of the Society, subject to legal limitations, shall be exercised, conducted and controlled by a Board of not more than twenty-one (21) elected Directors. The number of Directors shall be set by the Board of Directors annually prior to the elections and effective after the election, in a number not exceed twenty-one. The County Executive of Cuyahoga, the Cooperative Extension Agent, County Superintendent of Schools, and any other person or persons appointed by the Board may be appointed annually ex-officio of the Board, without the right to vote as a Director. The elected Directors shall hold office for a term of three (3) years and continue until their successor shall have been elected and qualified.
Section 2
As near as mathematically possible, one-third of the Board’s Directors shall be elected annually for a term of three (3) years, who shall at the time of their election be members in good standing. Vacancies on the Board of Directors may be filled by the Board until the next annual elections, when the appointed Director would run for election for the unexpired term of the vacancy he/she is filling.
SECTION 3
Not more than three (3) Directors from any one taxing district shall serve on the Board of Directors at the same time. Should there be more candidates from any taxing district than there are vacancies on the Board of Directors from that district then the one or ones receiving the greatest number of votes shall be declared elected. As a further condition of eligibility for election and selection as a board member, not more than one member of a family may serve on the Board of Directors at any one time. “Family member” means a person related by blood or marriage to the second degree of affinity or consanguinity or related to the same degree to any person residing with the member. As a further condition of eligibility for election and selection as a board Member, the person selected may not have any conflict of interest with duties and obligations to the Board or position outside of the Board that would reasonably be considered as a conflict of interest which include, but not limited to tenants of fairground property and suppliers of goods or services to the Agricultural Society, whereby such actions of the person would place such person in a position of conflict and prevent such person from exercising independent judgment solely in the best interests of The Cuyahoga County Agricultural Society, its Board or Executive Committee
Section 4
The compensation of Directors, as determined by the Board of Directors, for attending meetings shall not exceed the amount authorized by the Ohio Department of Agriculture.
Section 5
The Board of Directors shall have the power to make such rules and regulations, not in conflict with this Constitution, and the Laws of Ohio, and the Rules and Regulations of the Ohio Department of Agriculture, as they may deem necessary to properly manage the affairs of the Society and Fair.
Section 6
The fiscal year of the Cuyahoga County Agricultural Society shall be December 1st of one year to November 30th of the next year.
Article No. 5
Section 1
Annual Meeting – The annual meeting of the Society and the election of Directors shall be held on the first Saturday in October.
Order of Business at Annual Meeting
10:00 Opening of polls
2:00 PM – Closing of polls.
Business session: President’s Report, Treasurer’s Report, and Audit Report
Result of election of Directors.
Newly elected Directors take oath of office.
Oath of OFFICE- “I do solemnly swear (or affirm) that I will support the Constitution of the United States, The Constitution of the State of Ohio, Laws of Ohio, and the Rules and Regulations of the Department of Agriculture of Ohio pertaining to Agricultural Societies, and to the best of my ability perform the duties of the Director of the Cuyahoga County Agricultural Society, so help me God”.
Section 2
SPECIAL Meeting – Special meetings of the Society may be called by the President or by one-third (1/3) of the Board of Directors when in their opinion such meetings are advisable.
Section 3
ADJOURNMENT – Any meeting of the Society may be adjourned to a later date by a majority vote of the members present. Notice of the Annual Meeting shall be mailed to each member qualified to vote, at least ten (10) days prior to date of meeting. Like notice of adjourned meeting shall be given to all members.
ARTICLE NO. 6
Section 1
QUORUM – A majority of the members of the Board of Directors, or of the Executive Committee shall constitute a quorum.
MAJORITY VOTE- A majority vote of the quorum shall carry all questions, unless otherwise specified.
ARTICLE NO. 7
Section 1
Election of Directors – Previous to the elections, the President shall appoint three (3) judges and two (2) clerks, who are members of the Society, to conduct the election and declare the results thereof. Candidates may witness the count either in person or by proxy. Polls must be open not less that four hours and the time of opening and closing stated in the notice of election.
Section 2
JUDGES FOR ELECTION – The judges of election shall have the membership roll and verify the right to vote of each person before issuing a ballot.
Section 3
Clerks of ELECTION – The clerks of election shall register the names of all persons voting and tally the count.
Section 4
PETITIONS – A candidate for the office of Director shall file with the Secretary at least seven (7) days before the election, his/her petition signed by ten (10) or more members of the Society in good standing.
Section 5
BALLOTS – The Secretary shall cause the names of all candidates to be printed on one ballot and these ballots shall be delivered to the Election Officers.
Section 6
VOTING – The voters shall procure the ballots from the Election Officers and remain in the designated area(s) for marking ballots and voting. Ballots shall not be taken from the designated area(s) for distribution or marking. Any information required may be obtained from the election judges. No person shall use Society funds, facilities or employees to promote or influence the votes for candidates or amendments to the constitution or by-laws of the Society.
Section 7
PROXIES – The casting of votes by proxy shall not be permitted.
ARTICLE NO. 8
Section 1
OFFICERS
- Immediately following the annual Meeting, the Directors shall assemble and elect a President, a Vice President, a Secretary and a Treasurer. The President, Vice President, and Treasurer shall serve for a term of not more than one year, and the Secretary for a term of not more than three years as the Board many determine and until their successors are elected and qualified.
- In the event of a vacancy of an officer caused by death, resignation or suspension, the vacancy may be filled by a majority vote of the Board until the next annual organizational meeting.
Section 2
The President and Vice President shall be members of the Board of Directors. The Secretary and Treasurer may or may not be members of the Board of Directors but must be members in good standing.
Section 3
The duties of the officers and standing committees shall be such as are implied by their titles.
Section 4
A. The Secretary, the Treasurer and Directors, of Rentals and Maintenance shall receive such compensation annually as shall be fixed by the Board of Directors. Such compensation to be paid monthly or at the discretion of the recipient.
B. The Director in charge of Concessions, Commercial and Utilities, whether holding the office of Director or not may receive such additional compensation for special services rendered in carrying out their duties as shall be established by the Board of Directors
C. The Board of Directors shall have the power to fix the remuneration of such Directors, other than above, as in its judgment has rendered services that justify compensation.
Section 5
The Secretary and Treasurer shall give bonds for the faithful performance of their duties in an amount fixed by the Board of Directors. The bonds shall meet the approval of the Board of Directors and the premium shall be paid out of the funds of the Society.
ARTICLE NO. 9
Section 1
APPOINTMENTS- The President shall appoint all committee chairpersons and heads of Departments and all such Department Head appointments shall be confirmed by the Board of Directors.
ARTICLE No. 10
Section 1
RETIREMENT – A Director, who becomes incapacitated and unable to perform the duties assigned to him/her, or who has served ten years or more on the Board, may voluntarily retire, and by a majority vote by the Board of Directors, he/she may be enrolled as an Honorary Director with all the privileges of an active Director, without a vote.
Section 2
TEMPORARY RETIREMENT – A Director, who through sickness or accident becomes temporarily incapacitated and unable to perform the duties assigned to him/her may be retired to an Honorary Director during the illness and the Board may fill his/her vacancy during such retirement.
Section 3.
SUSPENSION OF OFFICERS AND DIRECTORS – A member of the Board of Directors or an Officer of the Society who absents himself from three (3) consecutive called meetings, without notifying the Secretary, or who neglects or refuses to perform duties assigned to him/her may be temporarily suspended by the President. Notice shall be mailed to the suspended Director or Officer within three (3) days of such action, and he/she shall be given an opportunity to defend himself/herself at the next meeting of the Board and if the suspension is confirmed by a majority vote of the members present and voting, the office shall be declared vacant and the vacancy filled in the prescribed manner.
ARTICLE No. 11
Section 1
AMENDMENTS – Amendments to the Constitution or By-Laws may be proposed by:
A. A majority of the Board of Directors at a scheduled meeting voting in favor of placing an amendment on the ballot; or
B. Filing a petition with the Secretary of the Society at least fourteen (14) days prior to the Annual Meeting of the membership of the Society. Said petition must set forth the proposed amendment and be signed by not less than twenty-five (25) members in good standing.
Section 2
If an amendment is proposed, it shall be submitted to the membership of the Society at least ten days prior to the Annual Meeting of the membership of the Society.
Section 3
When more than one amendment shall be submitted at the same time, they shall be so submitted as to enable the members to vote on each amendment separately.
Section 4
If the majority of the membership voting on the proposed amendment shall adopt such amendment, it shall become a part of the Constitution and By-Laws.
ARTICLE NO. 12
Section 1
This Constitution adopted December 3, 1966, amended December 7, 1968, and amended December 7, 1974, October 2, 1999, October 4, 2008, October 6, 2012 supersedes the Constitution in effect previous to that date.
________________________________ ______________________________
President Secretary
ATTEST: Adopted at the Annual Meeting of The Cuyahoga County Agricultural
Society by affirmative majority vote held October 6, 2012.
ATTESTED: ________________________________________________________
Secretary Date
Passed by CCF Board of Directors August 23, 2012