Oregon Fairs Association

REVISED 1980
AMENDED 1981, 1983, 1984, 1985, 1987, 1988, 1995, 1998, 2000, 2004, 2006, 2009, 2010, 2011

ARTICLE I - Name

Section 1 - This nonprofit corporation is a federation for mutual benefit of fairs and shows held in the State of Oregon and shall be known as the Oregon Fairs Association.

ARTICLE II - Purpose

Section 1 - The purpose of this organization is: To furnish an association through which the membership may discuss mutual problems and by united efforts improve operation and management of all fairs and to promote the development and interest in agriculture, industry and home economics, particularly by youth, 4-H, FFA, and kindred organizations participating in agricultural fair activities.

ARTICLE III - Membership

Section 1 - Membership shall be in four classifications, namely: Active, Service, Associate and Honorary.
(a) Active members shall be County Fairs and the Oregon State Fair.
(b) Service members shall be any individuals and organizations who deal directly with Fairs, such as amusement companies, booking agencies, etc.
(c) Associate members shall consist of organizations that support fairs but are neither a fair nor a service member.
(d) Honorary members shall be any persons who have taken active interest in Fairs and whose interest is continuing and beneficial. Honorary members may be voted in at annual meetings.

Section 2 - Application for service membership shall be made to the Executive Secretary and upon payment of prescribed dues a Service membership card will be issued. Service membership may be terminated by a vote of the majority of the Board of Directors. All memberships are nontransferable.

Section 3 - Failure to pay dues.
(a) Active membership shall be terminated upon failure of a member to pay dues provided by the By-Laws and approved by the Board of Directors prior to June 30 of each calendar year.
(b) Failure of a Service member to pay dues prior to the annual convention, as provided in the By-Laws and approved by the Board of Directors, shall result in termination of the Service member’s listing in the current datebook.

Section 4 - Membership Fees.
The annual membership fees shall be established and approved by a majority vote at the annual meeting for each Active member. Service membership fees shall be established by the Board of Directors, but shall not be less than $10.00 and shall be due and payable at the annual meeting. Associate membership fees shall be established by the Board of Directors. Honorary members shall pay no fees.

Section 5 - Voting Qualifications
(a) Each County Fair or other organization named in Section 1 as an Active member shall be entitled to vote on any question properly submitted to the members of the association, except that such power shall be vested in only one representative from each Active membership, i.e., each Active membership shall be entitled to one vote. Sustaining members and Honorary members shall not be accorded the privilege of voting. Voting by proxy shall not be permitted.
(b) Service members shall be entitled to vote on any question properly submitted to the members of the association, except that such power shall be vested only in the Service Advisory Director, i.e. Service membership shall be entitled to one vote.

ARTICLE IV - Meetings and Quorum

Section 1 - Annual Meeting.
The annual meeting shall be held yearly at a place and date to be designated by the Board of Directors. The membership shall have at least thirty days notice before the annual meeting.

Section 2 - Board of Directors Meetings.
There shall be at least four regular Board of Directors meetings per calendar year. Special meetings of the Board of Directors may be called by the President as he may deem necessary or expedient. A notice of at least three days shall be given to the Board of Directors.

Section 3 - Quorum.
A Quorum shall consist of 51 percent of the membership at the annual area meetings and annual meeting. If a quorum is not present at the annual area meeting to nominate and elect a director and alternate director, the general membership shall nominate and elect a director and alternate from the area at the annual meeting.

ARTICLE V - Board of Directors

Section 1 - Powers.
Subject to the limitations on the Articles of Incorporation and the By-Laws, all powers shall be exercised by or under authority of a Board of Directors. The Board of Directors shall have the power to employ any professional services deemed necessary for the Association and to pass on all matters not in opposition to the action taken by the membership at its annual meeting.

Section 2 - Number of Directors.
The number of Directors shall be twelve (12).
(a) President: Shall serve for a term of two years.
(b) Vice President: Ratified from the Active participating membership at the annual meeting.
(c) Area Directors: Eight (8) Directors, one elected from each of the eight areas as set forth in these By-Laws.
(d) Service Director: One (1) shall be elected by and from the participating service membership at the annual meeting.
(e) Executive Secretary: The Board of Directors shall be responsible for the election of the Executive Secretary who need not be an Active participating member.
(f) Director at Large: The retiring President shall serve as the Director at Large until the end of the term of the office of his/her successor, even though he/she is no longer associated with a fair. If there is a vacancy in this office, it shall be the duty of the Board of Directors to fill the unexpired term of the Director at Large.

Section 3 - Elections.
(a) All elected directors must be participating members of the Association. Participating members are: (1) Persons serving on the Board of an OFA active member; (2) Persons elected or appointed by the governing body of an OFA active member to serve as manager, secretary or designated OFA representative; (3) Service members who have paid annual dues.
(b) The Vice President shall be ratified at the annual meeting for a term of two years. A majority of those voting is required to ratify the Vice President.
(c) The Vice President automatically becomes President following the annual meeting where a new Vice President is ratified.
(d) Area Directors and Alternate Area Directors shall be nominated and elected by and from their area membership at the annual meeting. Each Area Active member shall have only one vote. Area Directors and Alternate Area Directors shall be elected for a term of two years, and may not serve more than two (2) consecutive terms.
(e) Service Director and Alternate Service Director shall be nominated and elected by and from the Service membership at the Service members’ annual meeting for a term of two years. Each paid Service membership shall have one vote.

Section 4 - Newly elected Directors shall take office at the close of the annual meeting and shall serve until the election of their successor.

Section 5 - Duties.
(a) President: Shall preside at all meetings of the Association and the Board of Directors and shall perform all of the duties as usually pertain to that office. The President shall only vote in the event of a tie vote.

(b) Vice President: Shall act as the President in the President’s absence and perform all of the duties as usually pertain to that office.

(c) Executive Secretary: Shall send all notices of meetings to members concerned, keep all records of the Association, collect all monies, and give a complete accounting thereof to the membership.

(d) Area Directors: Shall hold a minimum of two area meetings per year and insure minutes be taken at all meetings, shall visit fairs and carry out any other activities which might improve fairs. In the event the Area Director cannot attend the Board of Directors meeting they shall inform the Alternate Director to attend the meeting.

(e) Service Director: Shall hold a minimum of one meeting per year and insure minutes be taken at all meetings. Shall meet with Service members and bring to the Board of Directors any of the Service members’ concerns which might better improve relations between fairs and Service members. In the event the Director cannot attend the board meeting they shall inform the Alternate Service Director to attend the meeting.

(f) Alternate Area Director and Alternate Service Director: They shall attend meetings of the Board of Directors in the absence of the Area Director and/or Service Director and have authority to vote.

(g) The Director at Large shall serve as Chairman of the By-Laws and Resolution Committee and the Nominating Committee.

Section 6 - Attendance.
(a) A record of Director attendance at all meetings shall be established and maintained.
(b) The second consecutive unexcused absence by a Director from a regular Board of Directors meeting constitutes cause for removal from the Board.
(c) An excused absence from a regular Board of Directors meeting shall be a written or telephoned excuse delivered to a member of the Board of Directors prior to the meeting specifying the reason for such absence.
(d) The Board of Directors shall determine whether an absence is excused or not.

Section 7 - Removal and Resignation.
Any Director may be removed for cause by two-thirds (2/3) of the Directors at the time in office, at any regular or special meeting of the Board, and such Director shall be removed should the Director cease to be qualified for the office as herein required. Any Director may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8 - Vacancies.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Area Director or Service Director shall be promptly filled by the Alternate Area or Alternate Service Director for the unexpired portion of the term. If the office of President becomes vacant the office shall automatically be filled by the Vice President. If the office of Vice President becomes vacant the office shall be filled by approval by the Board of Directors after the Nominating Committee meets, recruits, interviews and selects the nominee for Vice President. If the office of Alternate Director becomes vacant, the office shall be filled by the members of the area through an election.

ARTICLE VI - Committees

Section 1
1. Nominating
2. Legislative
3. By-Laws and Resolutions
4. Awards
5. Racing
6. Reports and Information
7. Convention
8. Partnership
9. Rodeo

Section 2 - Nominating
(a) Each member of the Nominating Committee shall consist of the Alternate Area Directors and the Alternate Service Member Director.
(b) The Nominating Committee will submit the nominee for vice–president to members at a meeting held during the Oregon State Fair.
(c) One year before the term of the Vice President expires, the Nominating Committee shall meet, recruit, interview and select the nominee for Vice President.

Section 3 - General.
(a) The Board of Directors shall appoint the above committees and chairmen except the Nominating Committee.
(b) Such other committees may be appointed by the President as may be necessary.
(c) A member of the Board of Directors shall serve on all committees, except nominating. All members of the Board of Directors shall be ex-officio members of the Legislative Committee.
(d) Each committee chairperson shall be required to submit a written report to the Board of Directors at its next regular meeting.
(e) All members of committees shall have voting rights only at committee level.
(f) The term of the chairperson and members of the committees shall end with the election of new Board of Directors.
(g) No action by any committee shall be binding on the Association without the expressed approval of the Board of Directors.
(h) Should a committee member become disassociated from the active member during the person’s term of office, the Board of Directors shall appoint a successor.

ARTICLE VII - Areas

Section 1 - For all purposes of election and such other purposes as may be convenient, the State shall be divided into eight areas. Special shows may belong to the area which includes the county where the special show is held:

(a) Area 1 shall consist of the following fairs/special shows: Clatsop, Columbia, Tillamook, Washington, Yamhill, Pacific International Livestock Exposition.
(b) Area II shall consist of the following fairs/special shows: Clackamas, Marion, Multnomah, Oregon State Fair.
(c) Area III shall consist of the following fairs/special shows: Benton, Lane, Lincoln, Linn, Polk.
(d) Area IV shall consist of the following fairs/special shows: Coos, Curry, Douglas, Jackson, Josephine.
(e) Area V shall consist of the following fairs/special shows: Gilliam, Hood River, Jefferson, Mid-Columbia Jr. Livestock Show, Sherman, Wasco, Wheeler.
(f) Area VI shall consist of the following fairs/special shows: Crook, Deschutes, Jefferson State Stampede, Klamath, Lake.
(g) Area VII shall consist of the following fairs/special shows: Morrow, Pendleton Round-Up, Umatilla, Union, Wallowa.
(h) Area VIII shall consist of the following fairs/special shows: Baker, Grant, Harney, Malheur.

ARTICLE VIII - Amendments

Section 1 - These By-Laws may be amended by a majority vote of qualified voting members at the annual meeting provided that notice is given, in writing, of the proposed amendment, time and place of meeting. Said notice shall be given 30 days prior to the meeting date. By-Law amendments become effective after voting.

Oregon Fairs Association By-Laws

ARTICLE I - Name

ARTICLE II - Purpose

ARTICLE III - Membership

ARTICLE IV - Meetings and Quorum

ARTICLE V - Board of Directors

ARTICLE VI - Committees

ARTICLE VII - Areas

ARTICLE VIII - Amendments