WALWORTH COUNTY AGRICULTURAL SOCIETY, INC.
CONSTITUTION & BY-LAWS
PREAMBLE -The name of this association shall be "The Walworth County Agricultural Society, Inc. Its objectives shall be improvements in the character and operations of Agriculture, Horticulture, Commercial, Industrial and the Mechanical and Household Arts.
Article 1. Any person may become a life member of the Society by paying its Treasurer the amount equal to ten years of the current season membership price. Any person may become a registered season member by paying to its Treasurer such amount as may be provided by the Board of Directors to purchase a season ticket and by signing the Fair Register of Registered Season Members prior to the end of the Fair annually. Registered season members shall continue to be members from the time they purchase their memberships until the opening day of the next succeeding Fair when said membership shall terminate. There shall be no distinction between the rights, duties and liabilities of life memberships and registered season memberships, except the term for which memberships shall continue. Season memberships shall be sold after November 1st. No registered season tickets are to be sold after the last day of the Fair. Lifetime members are eligible to run for directorship if the membership is purchased prior to the Intent to Run form submission and are eligible to vote in any election after their membership is purchased.
Article 2. The officers of the Society, President, Vice President, and Secretary shall be elected from the Board of Directors by the Board of Directors at the first official meeting of the Society, following the Annual Meeting each year. The term of a director shall be for three (3) years. The officer position of Treasurer shall be appointed by the Board of Directors, at the first official meeting of the Society following the annual meeting each year. The Board of Directors shall consist of nine (9) Directors. No Director can be elected for more than four (4) consecutive 3 year terms (12 years). That person will not be eligible to run for a Director Position until they have remained off the Board of Directors for one (1) year or more before they could run for another term. As of January 1, 2014 all current officers and members of the Board of Directors shall not be eligible to run for an additional term following completion of twenty (20) years of service as a Board Member and/or Officer. In the event of a vacancy of the Board of Directors the Board of Directors shall appoint someone to fulfill the remainder of the term that was vacated. In 2011 and each year thereafter, three (3) directors shall be elected.
Thereafter, the position of those directors whose three (3) year terms are expiring in the current year shall be filled by electing their successor at the current Annual Meeting. No member of the Board of Directors shall serve as Superintendent of any department.
Article 2-Section 1.The Superintendent of Privileges shall be appointed by the Board of Directors, and said Board of Directors shall also have the power to name and appoint Special Police if, in its opinion, the exercise of such power becomes necessary. The General Manager and Superintendent of Grounds shall be appointed by the Board of Directors. The full and part-time staff shall be selected by the General Manager and approved by the Board of Directors.
Article 2-Section 2. The President or Vice-President and four (4) other members of the Board of Directors shall constitute a quorum for the transaction of business.
Article 3. The President and in the President's absence the Vice-President shall preside at all meetings of the Society, and have general supervision over all departments of the Society.
Article 4. The Secretary shall have the responsibility of overseeing the records and minutes, of the Society. The Secretary shall record, prepare and present the minutes of the last meeting for the Board’s review and be responsible for their accuracy. This shall be the first order of business after the meeting is duly organized. The Secretary or other person appointed by the Board of Directors shall have the authority to submit to the Society at its regular annual meeting each year a report of its doings, which report shall be recorded in the records of the Society.
The Secretary shall delegate to the General Manager the responsibility to prepare daily records, minutes of official meetings, and correspondence with members, the Board of Directors, other fair societies, the state and the public. The General Manager and Superintendent of Grounds will take charge of and preserve all property transmitted to the Society. The General Manager shall have the authority to delegate certain duties or appoint another person to fulfill certain duties with the approval of the Board of Directors. The General Manager shall also have charge of all communications designed for publication for the use and benefit of the Society, and with the advice, approval and consent of the Board of Directors shall arrange and publish the same in such manner as will promote the best interest of the Society. The General Manager and Superintendent of Grounds shall be managers of the Society’s property, and the General Manager shall be responsible for the organization, and conduct and direction of the annual Fair on the Fairgrounds, under the supervision, advice and approval of the Board of Directors.
All accounts (except premiums) presented against the Society shall be certified by the person presenting the same, and all bills allowed shall be itemized, and shall state what service was rendered and, (or), what materials, supplies, goods, wares, commodities and, (or), merchandise was furnished.The Office Manager shall keep a record of all bills presented, the amount of same, and at what amount allowed. The Office Manager shall keep an order book with stub to compare with the order drawn, and no order shall be paid by the Office Manager unless the same has been countersigned by the Treasurer. No orders shall be paid except upon proper voucher; all vouchers shall be numbered consecutively and kept in chronological order and shall be audited by the Board of Directors and signed by at least two members of said Board. All vouchers shall be audited and approved by the Board of Directors at a regular meeting of said board before payment shall be made, except for the payment of current bills which, of necessity, shall require immediate payment. The Office Manager shall audit all tickets delivered to the Treasurer, and take the Treasurer's receipt therefore, which receipt shall state the number of each kind of ticket so delivered.
Article 5. The Treasurer will have the responsibility of overseeing the financial accounts of the Society. The Treasurer shall receive all tickets from the Office Manager, giving a receipt therefore. The Treasurer shall select the Treasurer's own assistants for the sale of said tickets, taking receipts for tickets and change issued to said ticket seller. At the close of their sales they shall be given receipts for cash and unsold tickets, to balance their account. Money received from sale of tickets and other sources shall be deposited in the depository bank selected by the Board of Directors.The Treasurer shall hold the funds of the Society and disburse them upon signed order of the Office Manager, such order to be countersigned by the Treasurer. The Treasurer shall make a full report of the Treasurer’s receipts and disbursements at the Annual Meeting, which shall be read as the second order of business.The Treasurer shall be bonded for a minimum of $100,000.00 or such greater sum as the Board of Directors deems advisable, the cost to be paid by the Society. The Treasurer shall comply with the laws of the state in regard to transmitting to the Supervisor of County and District Fairs, a statement of monies received from the state and from members, and from such other sources as said laws exist or may exist at the time of making such statement.
It shall be the Treasurer’s responsibility or their delegate’s duty to make out and publish each year, previous to the annual Meeting a statement of income, expenditures, improvements, reports and doings of the preceding year in conformity with the laws of the state as they may at this time exist. The Treasurer shall be responsible to prepare and transmit to the state as long as it is required such reports as its laws demand.
Article 6. It shall be the duty of the Superintendent of Privileges or Office Manager to rent any available grounds, outside of buildings and grandstand, for proper booths or other concessions, subject to the approval of the General Manager or Board of Directors. The Superintendent of Privileges shall immediately pay all monies received therefore to the Treasurer, taking a receipt therefore. The Superintendent of Privileges shall keep a suitable stub book in which the Superintendent of Privileges shall keep a record of all monies received, and for what and from whom received, and make an itemized statement therefore to the Board of Directors ten days following the close of the Fair.
The Superintendent of Privileges and General Manager shall be bonded in the sum of $50,000.00 or such greater sum, as the Board of Directors deems advisable.
Article 7. It shall be the duty of the Board of Directors to prepare and publish annually a premium list of all animals and articles on which a premium is offered together with the amount offered on each animal and article, and to make all rules and regulations in regard to or necessary for the annual exhibition of such animals and articles and to appoint any officer necessary to conduct such exhibitions. The Board of Directors shall fix the time of holding the annual Fair, they shall appoint the examining judges to pass upon the several animals and articles exhibited and they shall have power to employ expert judges, in such classes as they deem expedient for the best interest of the Society.
The Board of Directors is further empowered by a majority vote at any of their meetings to make any improvements on the properties of the Society; also to buy or rent additional grounds. The Board of Directors at no time shall have the power to spend more than (20%) twenty percent of the appraised value of the property on improvements in one year. The Board of Directors shall have the power to borrow money, in its discretion, upon the credit of the Society in a sum not to exceed Seven Hundred and Fifty Thousand Dollars ($750,000.00), and said Board of Directors is empowered to pledge as security for the repayment of said loan, any part or all of the property, real and personal of the Society, and shall have power to execute and deliver mortgage security, both real and personal, in the manner required by the statute for corporations of this State; and a majority vote of the Board of Directors shall be necessary to authorize any and all actions of said committee.
Article 8. The Society shall hold its annual meeting in December of each year, in the City of Elkhorn at which time its Board of Directors shall be elected.Notice of the annual meeting and election shall be given by publishing the same as a Class 2 notice under Chapter 985 Wisconsin Statutes, near the principal office of this corporation. A quorum at said meeting shall consist of ten (10) Registered members in good standing.Those members in attendance may, at their discretion, postpone the election to a future date not more than two weeks hence, at which adjourned meeting the usual and appropriate business of the annual meeting shall be performed. That all elections be by written ballot.Three (3) members of the Board of Directors who are not on the ballot shall act as the Canvassing Board and a fourth (4th) member of the Board of Directors or their delegate who is not on the ballot shall check on eligibility of all individuals seeking to vote in the election. The polls will be open four hours before the beginning of the annual meeting. All Directors to be elected shall be on the one ballot and the votes to be canvassed the same as provided by the law of the state. A plurality shall elect. Voting shall be in person or by an absentee ballot as hereinafter provided. No proxy voting shall be allowed. Only registered season and life members 18 years of age or older may vote or run for a directorship. Any member who, for any reason, will be unable to be present at the time the polls shall be open may cast an absentee ballot. Any Registered member who seeks to cast an absentee ballot shall apply to the Office staff of the Society for the member’s ballot in writing, e-mail, fax or in person. If application is made in writing, e-mail or fax the application signed by the member shall be received in the fair office no sooner than 30 days prior to the election nor after 5:00 P.M. on the Friday immediately preceding the election. If application is made in person, the application shall not be made sooner than 20 days before the election nor later than 5:00 P.M. on the day preceding the election. The Office Manager shall maintain a list of all members seeking an absentee ballot which list shall be open for public inspection during normal office hours. The absentee ballot shall be initialed by the Office Manager, placed in an unsealed envelope addressed to the Office Manager and delivered to the member by mail or in person. The ballot shall be voted by the member requesting same and the member shall execute the printed statement on the exterior of the envelope and shall have the member's signature witnessed by two adults. The statement shall read, "I am a member in good standing of the Society.I am the one who requested the enclosed absentee ballot and who has voted same."
No candidate for office shall serve as a witness to the signature of the member casting the absentee ballot. All of the absentee ballots shall be checked for proper certification prior to opening and the names of all absentee voters shall be entered on the rolls of the voting members. At the time of opening of the polls all absentee ballots shall be removed from the envelope and placed in the ballot box without unfolding same. The envelopes shall be delivered to the Office Manager after same have been emptied. Any Walworth County Resident Registered Member desiring to become a candidate for any office in the Society shall file in the Society's office either in person or by certified mail, a statement signed by said person thirty-one (31) days before the annual meeting, that said person is a candidate for one of the Board of Director of the Society, designating the same, and the Secretary shall cause ballots to be printed, at the expense of the Society, on which ballots all names so presented shall be placed.
In the event a recount is requested within twenty (20) days after the election the Board of Directors shall appoint a Board of Canvassers to consist of three individuals who are not named on the election ballot.The appointees may, but need not be, members of the Board of Directors.
The office manager shall retain the ballots cast in the election for a period of thirty (30) days after the completion of the final ballot count. Thereafter, the office manager shall destroy the ballots.
Article 9. The Society shall hold an Annual Fair on the Fairgrounds in the City of Elkhorn on such day as may be designated by the Board of Directors. Special meetings of the Board of Directors may be called by any three directors. Special meetings of the Walworth County Agricultural Society may be called by a petition signed by one hundred (100) Registered members of the Society. Notice of special meeting shall be given by publishing said notice as a Class 2 notice provided in Chapter 985, Wisconsin Statutes.
Article 10. The fiscal year is to begin November 1st of each year. All directors shall take office when declared elected.
Article 11. These articles may be amended by a 2/3 majority affirmative vote of the members present and voting at an annual or special meeting, provided that such amendments have been filed with the Secretary 30 days prior to the meeting. Copies of the proposed amendment(s) shall be made available at the office of the Society and so noted with the published notice of the annual or special meeting.
Adopted: December 10, 2019