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Constitution & Bylaws
Constitution & Bylaws
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
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.
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
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.
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.
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
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.
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.
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
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”.
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.
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
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
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.
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.
Clerks of ELECTION – The clerks of election shall register the names of all persons voting and tally the count.
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.
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.
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.
PROXIES – The casting of votes by proxy shall not be permitted.
ARTICLE NO. 8
- 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.
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.
The duties of the officers and standing committees shall be such as are implied by their titles.
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.
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
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
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.
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.
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
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.
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.
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.
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
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.
ATTEST: Adopted at the Annual Meeting of The Cuyahoga County Agricultural
Society by affirmative majority vote held October 6, 2012.
Passed by CCF Board of Directors August 23, 2012
ARTICLE NO. 1
Meetings – The Board of Directors shall hold a minimum of four (4) meetings a year, at a day, time and place set by the President, with the exception of the Organizational Meeting held at the conclusion of the Annual Meeting on the first Saturday in October.
Organizational Meeting - Immediately following the Annual Meeting, the new Board of Directors shall assemble and:
A. Elect a President, a Vice President, a Secretary and a Treasurer, by ballot.
- Appoint a Budget Committee
- Set the date for the next Fair, such date to be subject to the approval of the Director of Agriculture of Ohio.
- Set the fee for the sale of membership tickets.
- Appoint delegates to the Ohio Fair Managers Convention.
- Appointment of standing committees and Directors of Departments.
- Primary report of the Budget Committee.
- Approval of Temporary Budget Directors of Departments in which premiums are given must submit revised premium lists at this meeting.
- Report of all Directors of Departments and Committees.
- Approval of Budget
- Fix the compensations of the elected officers and Directors of Maintenance, Rentals, Concessions, Commercial and Junior Fair.
- Exhibitors tickets and fees, prices of admission tickets, also the general policy for conduct of the Fair shall be determined at this meeting
- Special meetings of the Board of Directors or of any committee may be called by the President or Committee Chair at any time, with notice to all members of such body.
- Special meetings may also be called by one-third of the Board of Directors by addressing their request to the Secretary, stating the reason for such meeting. The Secretary shall call the meeting within ten (10) days of receipt of the special meeting request and notify all Directors and officers in writing.
ARTICLE NO. 2
DUTIES OF THE PRESIDENT – The President shall:
- Preside at all meetings of the Society, the Board of Directors and the Executive Committee.
- Be an ex-officio member of all standing committees.
- Exercise a general supervision over the affairs of the Society and perform the duties prescribed in the Constitution, and other such duties as usually delegated to him/her by virtue of the office.
- Appoint all Committee Chairpersons and Department Heads. Department Head appointments shall be confirmed by the Board of Directors.
DUTIES OF THE VICE PRESIDENT– The Vice President shall perform all the duties of the President in his/her absence
DUTIES OF THE SECRETARY – The Secretary shall:
- Attend all meetings of the Society, the Board of Directors, and the Executive Committee. Keeps an accurate record of the proceedings thereof, reporting them at the next regular meeting of the Board of Directors.
- Attend committee meetings when requested to do so by the chairman when possible.
- Keep an accurate record of all monies received and disbursed by the Society
D. Give a receipt for all monies received. Deposit all monies received in the official
depository of the Society, and give the Treasurer record of the deposits
receipted by the bank.
E. Make all disbursements by checks co-signed by two of the three officers; the
Secretary, the Treasurer. and President.
F. Shall make out all withdrawal slips for money to be transferred from
the savings accounts having them co-signed by two of the three officers: the
Secretary, Treasurer, and President
G. Be the custodian of all official records of the Society; make all necessary reports
to the Ohio Department of Agriculture and advertise notices and reports when
required by law.
H. Forward copies of all reports from the Auditor of the State to the Board.
I. At the close of the term of Office, the Secretary shall deliver to his/her successor all records and property of the Society
DUTIES OF THE TREASURER – The Treasurer shall:
- Receive all monies from the sale of admission tickets and deposit the monies in the official depository of the Society. The Treasurer shall turn over to the Secretary a copy of all deposit slips receipted by the bank, together with a summary of the number of tickets sold, receiving a receipt from the secretary for the monies deposited.
- Co-sign all checks issued by the Secretary for the payment of debts by the Society.
- Countersign all withdrawal slips for monies withdrawn from the Savings Accounts of the Society.
- Verify bank statements, bank reconciliations, reports, and assist in the audit report.
EXECUTIVE COMMITTEE – The Executive Committee shall:
- Consist of the President, the Vice President, the Secretary, the Treasurer, the Director of Maintenance and the Immediate Past President of the Society. If the Immediate Past President is no longer on the Board, the Directors may elect from the floor a Board Member and approve with a simple majority vote. The Executive Committee may request information or attendance from any source, as it pertains to a specific topic of discussion. In no case shall a Director who is a member of the Executive Committee have more than one (1) vote. If they are not a Director, they shall be ex-officio members of the Executive Committee without the right to vote. It is understood that the members of the Executive Committee are aware of the Board’s Conflict of Interest Policy, and have signed the annual Conflict of Interest Statement as an officer of the Board. The Executive Committee shall have full power and authority of the affairs of the Society in an emergency situation. “Emergency” is defined as a situation that poses an immediate risk to health, safety, life, property or environment and cannot wait to be acted on at a regularly scheduled Board of Directors meeting. The Executive Committee shall report the emergency action to the Board of Directors at the next regularly scheduled meeting.
The Executive Committee will convene either on a regular schedule or at the request of any one of the members who will submit the request to the Secretary who will arrange for the meeting.
BUDGET COMMITTEE – the Budget Committee shall consist of three members from the Board of Directors, as appointed by the President. The Budget Committee shall:
- Set up each year a budget for the operation of every department of the Society and for the current year’s Fair, the proposed temporary budget to be submitted to the Board of Directors at its regular December Meeting.
- Changes in the budget or recommendations regarding same must be submitted on or before the March meeting of the Board of Directors for approval. Increases in the budget after approval by the Board shall be made only by authority of the Executive Committee or the Board of Directors.
AUDITING COMMITTEE – The Auditing Committee shall consist of three (3) members of the Society, who may or may not be directors, but the Chairman of the committee shall be a Director. It shall be their duty to inspect and audit the accounts and books of the Secretary and Treasurer, and report the results of its finding at the Annual Meeting; their report to be made part of the records of the Society.
PUBLICITY COMMITTEE - This committee shall consist of three members of the Society who may or may not be Directors, but the Chairman of the Committee shall be a Director. It shall:
Provide proper publicity for the annual Fair and recommend competent services when required.
Within the limits of the budget select the necessary advertising media and regulate its distribution.
Arrange for such other advertising and printing as may be necessary.
DIRECTOR OF VENDORS –the Director of Vendors shall grant space on the grounds for desirable licensed vendors and be responsible for the arrangement and attractiveness of the same. He/she will be responsible for the collection of fees and charges, turning the same over to the Secretary or Treasurer, taking the receipts therefore. The Director will be responsible to see that the Laws, Rules and Regulations of the Ohio Department of Agriculture, the State of Ohio, and all local governmental agencies are enforced and obeyed by the vendors on the grounds during the Fair. The Director of Vendors will also grant space on the grounds for desirable exhibits and retail displays and is responsible for their arrangement and attractiveness. He/she shall draft contracts, collect all fees and charges for the space, turning all monies over to the Secretary or Treasurer, taking the receipt therefore. It will be his/her responsibility that the Laws, Rules and Regulations of the Ohio Department of Agriculture, the State of Ohio, and all local governmental agencies are enforced and obeyed by the commercial exhibitors on the grounds during the Fair.
DIRECTOR OF ADMISSIONS – The Director of Admissions shall be a Director of the Society and shall supervise ticket sellers and ticket takers, and exercise a general supervision over the gates. He/she will receive from the Secretary at the beginning of the Fair all admission tickets, giving a receipt therefore, and following the close of the Fair shall make a report of all tickets sold and an accounting of all monies collected to the Board of Directors for audit.
DIRECTOR OF MAINTENANCE–The Director of Maintenance shall exercise a general supervision over the grounds, buildings, and property of the Society. He/she shall also see that the grounds, buildings, stalls and pens are in readiness for the annual Fair. The Maintenance Superintendent shall be under his/her direct supervision.
DIRECTOR OF RENTALS The Director of Rentals shall exercise a general supervision over the rental of the buildings, grounds and equipment of the Society and see that the fees and charges are collected and paid to the Secretary. The Director of Rentals shall propose yearly rates and execute contracts for all letting of the grounds, building and equipment. Multi-year contracts shall be proposed to the Board of Directors for approval. All disputes and contract variances shall be referred to the Executive Committee.
DIRECTOR OF UTILITIES – The Director of Utilities shall exercise a general supervision over the electrical systems on the grounds of the Society. It shall be his/her duty, under the director of the President, to hire the necessary personnel and purchase the necessary materials so that all electrical systems on the grounds are in proper working order and up to current local and state codes
DIRECTOR OF JUNIOR FAIR – The Director of the Junior Fair shall co-ordinate the Junior Fair activities with those of the Senior Fair to see that all participating youth organizations are properly represented. The Director shall see that all necessary information needed for the Fair Premium Book is compiled and submitted at the proper time. He/she shall submit to the Budget Committee the requirements for the Junior Fair, for premium monies. He/she shall receive from each organization in the Junior Fair, in writing, their requirements for Fair passes and for ribbons and awards and forward this information to the Fair Secretary. The Director shall collect from all Junior Fair Organizations the information for the payment of premiums and invoices and submit a report to the Secretary. He/she shall receive from all Junior Fair Organizations the information required for the Annual Junior Fair Report and submit this information to the Fair Secretary in final form by no later than November 1st of each year To assist the Director of the Junior Fair, the President may appoint a committee composed of Senior Fair Directors to advise in matters pertaining to the Junior Fair.
DIRECTORS OF DEPARTMENTS– Directors shall exercise a general supervision over their respective departments, provide for competent judges, record the decision of the judges in the proper class books and turn the same over to the Secretary. Subject to the approval of the Board of Directors, the Directors may appoint superintendent(s) to aid them in their responsibilities.
PASSES – All passes for employees, helpers and others shall be issued by the Director of Admissions upon proper request.
BUDGETS – the Budget Committee will present to the Board of Directors of the Society by the first of December of each year, either a formal budget or a temporary budget to allow the Society to operate in compliance with the regulations of the Ohio Department of Agriculture.
By no later than the March Board meeting of each year, the Budget Committee will present to the Board of Directors a formal and true budget.
ARTICLE NO. 3
AMENDMENTS – These By-Laws enacted December 3, 1966, amended December 2, 1967, amended December 7, 1968, amended December 7, 1974, amended October 2, 1999, amended October 4, 2008, supersede those previously in effect and may be amended at any Annual Meeting held in October of each year.
Adopted at the Annual Meeting of The Cuyahoga County Agricultural Society held on October 6, 2012 by a majority vote.
Approved by CCF Board of Directors: August 23, 2012