ARTICLES OF ASSOCIATION
(As amended at the Annual Meeting December 13, 2010, be a majority of the members.)
Article 1. The name of this Society shall be the “Hillsdale County Agricultural Society.” This non-profit organization is organized and shall be operated exclusively for charitable and educational purposes, and in furtherance of those purposes the organization shall be: To promote and advance the interest of agriculture, horticulture, household arts and mechanic arts and sciences, and all kindred sciences and arts in their varied branches, to develop all forms of youth club work, through education training and demonstrations of new skill techniques and knowledge in the arts and sciences related to the youth program conducted in cooperation with and by The Michigan State University Extension; to promote and conduct agricultural, industrial, educational and recreational fairs and exhibitions, and to provide entertainment and amusement therewith for the purpose of drawing the attention of the general public thereto, and to do and perform any and all acts authorized by law to be done and performed by a corporation organized under the laws above referred to.
Article 2. There shall be a Board of Directors consisting of twenty-five members, two to be elected from the City of Hillsdale, Michigan; one from the City of Reading, Michigan; one from the City of Litchfield, Michigan; and one from each of the 18 Townships in the County of Hillsdale, Michigan; and three “at large” Directors. Said Directors shall be elected at the annual meeting of the Membership of the Society which shall be held at the fairgrounds of said Society in the City of Hillsdale, Michigan, on the second Monday in December of each year. At the annual meeting held in December, 2010, a Director will be elected from Adams, Amboy, Cambria, Fayette, Hillsdale, Jefferson, Wright and Ransom Townships for a term of three years. At the annual meeting held in December, 2011, a Director will be elected from Camden, Pittsford, Reading, Woodbridge Townships, City of Reading, the City of Hillsdale and one “at large” member for a term of three years. In addition to the above three year term directors, one “at large” member for a term of two years will also be elected. At the annual meeting held in December 2012, a Director will be elected from Allen, Litchfield, Moscow, Scipio, Somerset, Wheatland Townships, City of Litchfield, City of Hillsdale and one “at large” member for a term of three years. At the annual meeting held in December of 2013, in addition to the other directorships elected at that time one “at large” member will be elected for a term of three years but the Director from Ransom Township will be elected for only one year. At the annual meeting held in December of 2014 in addition to the directors elected at that meeting, a Director will be elected from Ramson Township for a term of three years. Thereafter, as the term of office of a respective Director expires, his/her successor shall be elected for terms of three years or until his/her successor is elected and qualified. An “at large” Director is an individual that is elected to serve as a Director but is not elected from a designated unit of government and can be from outside the State of Michigan. To be a member of the Board of Directors, the individual must be a Member of the Society. The Membership or Board of Directors may enact all necessary By-Laws for the management of said Society. The Board of Directors may hold fairs and exhibitions, and may distribute premiums for the best and most meritorious animals or articles exhibited in its several departments, as shall be by its By-Laws and regulations provided.
Article 3. The officers of the Society shall consist of a President, Vice President, Secretary and Assistant Secretary, Treasurer and Assistant Treasurer, who shall be elected by the Board of Directors at a meeting to be held immediately following the annual meeting of the Membership.
Any elected Officer must also be a member.
Article 4. Any person who meets the requirements of membership set forth in the By-Laws and pays into the Treasury of said Society, annually, in such time and manner as the By-Laws shall direct and subscribes to the Articles and By-Laws of the Society shall be a Member therein, and entitled to all the privileges and immunities thereof.
Article 5. In the event of dissolution, all assets, real and personal remaining after payment of debts and expenses of distribution shall be distributed to such organizations as are qualified as tax exempt under section 501 (C) (3) of the Internal Revenue code or the corresponding provisions of a future United State Revenue Law.
Article 6. A Director or volunteer Officer of this Society shall not be liable to its Shareholders or its Members for monetary damages for a breach of the Director’s or Officer’s fiduciary duty except for any of the following:
1. A breach of the Director’s or Officer’s duty of loyalty to the Society, its Shareholders or its Members.
2. Acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law.
3. A violation of section 551 (1).
4. A transaction from which the Director or Officer derived an improper personal benefit.
5. An act or omission occurring before the effective date of the provision granting limited liability.
6. An act or omission that is grossly negligent.
Article 7. The Society assumes the liability for all acts or omissions of a volunteer Director, volunteer Officer, or other volunteer occurring on or after the effective date of the provision granting limited liability if all the following are met:
1. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority.
2. The volunteer was acting in good faith.
3. The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct.
4. The volunteer’s conduct was not an intentional tort.
5. The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the insurance code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws.

By-Laws
Membership:
1. To be a Member the individual must be at least eighteen (18) years of age and is properly registered as a Member.
2. Registration books will be open Monday through Friday from 8:00 a.m. to 4:30 p.m. each day that the Fair Office is open at the fairgrounds. Official Annual Membership cards will be available and must be completed and filed in the Fair Office in order to activate the membership. A person’s membership becomes valid on January 1 for the year the membership fee is paid and terminated on December 31 of the same year.
3. A person becomes a member of this Society by paying the sum of Ten ($10.00) Dollars into the treasury. By making such payment such member will be deemed to have subscribed to the Articles and By-laws of the Association. The amount of the Membership fee is $10.00 no matter when paid during the Membership year.
4. Those members eligible to vote at the annual or special meeting of the Membership must have been registered as a Member in the registration book for thirty (30) days prior to that election.
5. Officers and Directors of this association may become life members of this Society only by special vote of the Board of Directors. Life memberships are not transferable.
6. Life Members, Past Presidents, current Officers, Directors and their spouses shall have free ingress at the gate and free auto at all times during the annual fairs of the society.
MEETINGS – MEMBERSHIP, DIRECTORS AND OFFICERS:
7. Written notice stating the place, day, hour and general purpose of the annual or special meeting of the Membership shall be given not less than ten (10) or more than fifty (50) days before the date of the meeting, either personally or by mail, by the Secretary, to each Member of record. If mailed, such notice shall be deemed to be given when deposited in the mail addressed to the Member at the Member’s address as it appears on the records of the Society, with postage thereon prepaid. In lieu of delivering notice as above, the Society may publish such notice at least once a week for two (2) consecutive calendar weeks in a newspaper published in the city or county in which the registered office is located and having a general circulation therein, the first publication to be not more than fifty (50) days and second, not less than seven (7) days, before the date of the meeting.
8. The Board of Directors shall meet every other month on the even months of the year. The meetings are to be held on a given day of a given week which will be established by the Board of Directors at the annual meeting of the Board of Directors immediately following the Membership meeting in December.
9. Special meetings of the Board of Directors may be called by the President at any time, and it shall be the duty of the President to call a special meeting at any time upon a written request of five members of the Board of Directors. Written notice stating the place, date, hour and general purpose of the special meeting shall be given not less than five (5) days or more than twenty (20) days before the date of the meeting, either personally or by first class mail with postage prepaid to each member of the Board of Directors.
10. At the annual meeting of the Board of Directors held in December, 1997, A Secretary and Assistant Treasurer shall be elected for a term of one year, a Treasurer and Assistant Secretary shall be elected for a two year term, and a President and Vice-President shall be elected for a three year term. Thereafter, as the term of a office expires, the successors shall be elected for terms of three years each or until that Officer’s successor is elected and qualified.
11. Each Officer and Director shall be entitled to one vote at the Board of Directors meeting. If an individual is both an Officer and Director, that person is entitled to only one vote.
12. The annual meeting of the Officers of this Society shall be held within 30 days of the annual meeting.
13. The Board of Directors must authorize the borrowing of any funds by the Society and designate on that authorization the individual that is responsible for executing all of the necessary documents.

DUTIES OF OFFICERS:
14. The President shall be the presiding officer of the Society, and the Board of Directors, and shall be an ex-officio member of the Finance Committee, of the Committee on By-Laws, Rules and Resolutions and of the Premium List Committee. The President shall appoint from the membership of the Officers and Board of Directors all standing committees and superintendents of departments. The President shall also appoint a Chairperson of each standing committee and is authorized to establish new committees as deemed necessary. All appointments are not final until approved by the Board of Directors.
15. The Treasurer shall make sure procedures are in place, as approved by the Board of Directors, for the safe custody of the corporate funds, securities and membership, for the maintenance of full and accurate accounts of all receipts, deposits of funds, securities and other valuable effects in the name of the corporation in such depositaries as may be designed for that purpose by the Board of Directors. He/she will cause to be rendered annually to the President and the Directors, and whenever required by a majority of the Directors or President, an audited account of all transactions of the corporation and of the financial condition of the corporation. He/she shall cause to be delivered to the President and shall cause to be kept in force all bonds or securities as required by the Board of Directors. Treasurer shall be an ex-officio member of the Finance Committee.
16. It shall be the duty of the Secretary or the Secretary’s designee to (a) keep the records of the Society and its Board of Directors, and also the several committees; (b) cause entry to be made in the entry books of the Society, of each animal or article offered for exhibition at the fairs of the Society, in competition for the several premiums and purses offered; (c) collect such entry fees as the rule shall require to be paid; (d) make all contract for the rental privileges on the grounds of the Society and collect the rentals for the same; (e) execute such works and plans as shall be directed by the Board of Directors, or by any committee having charge of the same; (f) account to the Treasurer for all money collected by the Secretary and shall give a bond with securities in such sum and upon conditions as shall be approved by the Board of Directors, which bond when approved, shall be filed with the President.
17. The Secretary and Treasurer are authorized to sign checks and withdrawal slips on behalf of the Society upon any and all bank accounts and the same shall be honored on the signature of the Secretary or Treasurer. The Board of Directors may authorize other individuals to execute checks and may also place a dollar limit on the amount a check can be issued for by the Treasurer or Secretary.
18. The Vice-President will preside at all required meetings if the President is unable to attend. The Vice-President will assume the position of President in case of a vacancy in that office until the Board of Directors fills that office.
19. The Assistant Secretary and the Assistant Treasurer will assume the position of Secretary or Treasurer respectively in case of a vacancy in that office until the Board of Directors fills that office. Assistant Treasurer shall be an ex-officio member of the Finance Committee.

VACANCIES:
20. When a vacancy occurs on the Board of Directors, the same shall be filled by the Board of Directors. The President may make temporary appointments to fill vacancies, which appointments by the President shall hold until there is a meeting of the Board to permanently fill the vacancy. The vacancy may be filled at the next meeting of the Board of Directors. The Board of Directors are not required to fill the vacancy with the individual who was the temporary appointee. The person elected by the Board to fill the vacancy shall complete the term of the Director that is being replaced.
21. When a vacancy occurs in any office, the same may be filled by the Board of Directors at the next meeting. The person filling the vacancy shall complete the term of the office that is being replaced.
22. A vacancy will occur upon the death or resignation of a Director or Officer. A vacancy will also occur upon the Director moving out of his/her District from which the Director was elected to represent. However this does not apply to the Director elected “at large.” A vacancy may also be declared by an affirmative vote of two-thirds of the members of the Board of Directors, for malfeasance, dereliction, or insubordination in office.
23. In the event a Director resigns, the resignation must be submitted in writing to the Secretary and President setting forth the date that the resignation will become effective.
24. Two unexcused absences per year at regular board meetings may result in a person’s removal from the Board of Directors.
GENERAL:
25. The fiscal year shall end on November 30 and begin on December 1.
26. A majority of the Board of Directors or a committee attending a meeting of the Board or committee shall constitute a quorum.
27. After obtaining a quorum, a majority of those members attending a meeting of the Board of Directors or a committee will be required to pass a motion, resolution or conduct any business that requires a vote.
28. The several superintendents shall be designated as follows: Superintendent of draft horses, ponies, pulling contests, cattle, sheep/goats, swine, poultry/rabbits, fruits/vegetables, home economics, needlework, art and antiques, photography, flowers, youth department, Education Building, granges, grandstand, Veteran’s Day, Sunday program, speed, traffic/safety, vendors, public health, Bandshell, shuttle service and Information Technology.
29. The term of any officer or director shall be three years from the date of the annual meeting where those individuals were elected or until their successors are elected and qualified, unless the term of that officer or director is less than a complete term as set forth in the Articles or By-Laws.
30. If a procedure is not covered in these By-Laws then the Roberts Rules of Order, newly revised shall be the parliamentary authority for all meetings of the Society.
31. The By-Laws of the Society may be repealed, altered, amended or added to at any regular meeting of the Board of Directors by a majority vote of the Board of Directors present. However, no alteration, amendment, repeal or addition shall be effected at any meeting of the Board of Directors unless notice of the intended action has been given to all Members of the Board of Directors at least five (5) days prior to the meeting at which such action is proposed.
32. The Articles and By-Laws of the Society may be repealed, altered, amended at any annual meeting or special meeting of the Membership. However, no alteration, amendment, repeal or addition shall be effected unless notice of the specific changes have been given personally or mailed by first class mail to all Members at least 30 days prior to the annual meeting or special meeting of the Membership, and those changed must be approved by a vote of 2/3 of the members present at the meeting.
STANDING COMMITTEES
There shall be appointed, according to the By-Laws, the following committees:
1. A Finance Committee, whose duty it shall be to inspect the financial accounts of the Treasurer and Secretary, and compare the same with the receipts and vouchers, and to report to the Board of Directors at the annual meeting, and at such other times as may be deemed advisable, as to the correctness of such accounts, and as to the financial condition of the Society. The Treasurer and Secretary shall submit to this committee for inspection their respective accounts, and the books and papers relating thereto, prior to the annual meeting, and at such other times as they may be requested so to do. This committee shall prepare an annual budget for approval by the Board of Directors. This committee will then monitor the expenditures to determine if the budget needs to be amended in order to meet the expected income.
2. A Committee on Buildings and Grounds, to which shall be submitted all proposed improvements or repairs before being acted upon by the Board of Directors, and which shall have general charge of the buildings, grounds and corporal property of the Society throughout the year, and of the erection of such buildings and making such improvements as shall be voted by the Board of Directors within the limits of the budget as approved by the Board of Directors.
3. A Committee on By-Laws, Rules and Resolutions whose duty it shall be to review annually the By-Laws, rules and regulations of the Society and submit to the Board of Directors for its action thereon, such revisions and alterations as it deems advisable and no change or alterations to existing By-Laws or rules shall be adopted until the same shall have first been considered by the committee
and its report made thereon to the Board. This committee will prepare all Resolutions and report on such Resolutions annually to the Membership of the Society.
4. A Committee on Premium List, whose duty it shall be to annually revise the premium list and report to the Board of Directors such alterations as it deems advisable to be made in the premiums to be offered by the Society at the ensuing fair, and which has been adopted by the Board of Directors.
5. A Committee on Elections and Nominations, whose duties it shall be to submit a list of individuals to be elected as Directors at the annual meeting of the membership and to also submit a list of individuals to be elected as Officers at the meeting of the Board of Directors after the annual meeting. The committee shall also supervise the Election of Officers and Directors at the election to be held at the Fair Grounds at the annual meeting the second Monday in December of each year. This committee shall ascertain the qualifications of all voters and hold the election according to the Articles and By-Laws of the Society. The President prior to making a nomination to fill a vacancy may request this committee to submit names of individuals to fill the vacancy. The members serving on this committee shall be selected from the Board of Directors who are in middle term of their three-year term.
6. There shall be an Executive Committee consisting of the President, Vice-President, Treasurer, Secretary, the chairperson of the Committee on Buildings and Grounds, and the chairperson of Finance Committee, and this committee shall have the general management of the affairs of the Society when the Board of Directors is not in session. This committee can not overturn a decision of the Board of Directors. This committee shall make a full written report at each meeting of the Board of Directors of its activities since the last meeting.
7. A Committee on Entertainment, whose duty it shall be to work with the Secretary and Grandstand Superintendents by annually reviewing the prior year’s entertainment and giving recommendations on the type of entertainment that should be used, discontinued, or expanded for future years.
8. A Publicity Committee whose duties it shall be to promote the Society through radio, print media and presentations to community organizations. The committee shall work with the Secretary on Publicity issues and report to the Board of Directors on such issues as deemed necessary.
9. A Committee on Traffic and Safety whose duties it shall be to arrange for Traffic and Safety control on the fairgrounds. The committee is responsible for reviewing the prior year’s Traffic and Safety Plan for the annual fair and report to the Board of Directors. The Committee is responsible for all signage and parking setup for the annual fair. The committee will work with the Secretary to develop an Emergency Plan for the fairgrounds with such plan being submitted to the Board of Directors for approval.
10. A Long Range Planning Committee whose duty it shall be to work with the Secretary to develop a Long Range Plan for the Society. This committee will review facility recommendations as submitted by the Buildings & Grounds Committee. The committee will review the plan annually and shall report such progress to the Board of Directors.
11. A Committee on Fundraising whose duty it shall be to work with the Secretary to develop fundraising opportunities to include raffles, sponsorships, grants and special events. This committee will annually review the Long Range Plan and develop fundraising strategies for the Society. The committee will organize and recruit fundraising volunteers within the Membership of the Society and submit a report annually to the Board of Directors.
12. A Personnel Committee provides support to the Manager in Administrative and Human Resource issues. The committees responsibilities will be to conduct a yearly evaluation of the Manager, discuss periodic reviews of all Fair personnel with the Manager, annually review and evaluate compensation for all Fair personnel, making salary recommendations to the Board of Directors, periodically review employee benefits and periodically review and evaluate personnel policies and practices