ARTICLE I — NAME
Section 1. This Association is a federation created for the
mutual benefit of agricultural fairs and youth agricultural
fairs and shows conducted in the State of Washington and shall
be known as the Washington State Fairs Association hereinafter
referred to as WSFA.
ARTICLE II — PURPOSE
Section 1. The purpose of this organization is: 1) to establish
an association through which the membership may discuss mutual
issues and by united efforts improve operation, management,
and types of agricultural fairs held; 2) to serve the membership
by promoting the fair industry as a benefit to the people
of the State of Washington; 3) to educate the general public;
4) To promote and develop fair participation by youth, 4-H,
FFA, family and community organizations 5) to provide a service
to the membership by advocating beneficial legislation or
rules affecting all fairs in the State of Washington.
ARTICLE III —MEMBERSHIP
1. Each agricultural fair association or youth agricultural
fair or show that actively conducts fair activities or shows
in the State of Washington annually shall be eligible for
membership in WSFA. Membership may be granted to any organization
participating in agricultural fair activities by a majority
vote of the voting delegates at an annual meeting.
Section 2. Persons or firms providing carnivals,
entertainment, or services utilized by agricultural fairs
in this state shall be eligible to apply annually for Service
Membership upon payment of dues.
Section 3. The Director or designee of the State
Department of Agriculture and the State Fair Commission shall
be ex-officio members without voting privileges.
Section 4. Each WSFA member receiving a State
Allocation shall pay dues based on a percentage rate of up
to one (1) percent of their State Allocation or twenty dollars
($20.00) whichever is greater. The exact rate shall be set
by the WSFA Board of Directors. Service Members annual dues
shall be determined by the Board of Directors. Any fair not
receiving a State Allocation shall pay annual dues of one
hundred and fifty dollars ($150.00).
Section 5. Dues shall be considered delinquent
sixty (60) days after billing by the association. Non-payment
of dues shall result in an assessment of one and one-half
(1) percent per month of the unpaid balance. Dues not paid
sixty (60) days prior to the annual convention shall result
in loss of voting privileges.
ARTICLE IV — DIRECTORS
Section 1. The affairs of the Association shall be managed
by a board of eight (8) directors with positions one through
four from Western Washington and positions five through eight
from Eastern Washington, and one member elected by the Service
membership biennially with full voting privileges. The Cascade
Mountain Range shall be the geographical dividing line. The
immediate past president shall serve as a board member for
the following one (1) year term without voting privileges
in the event that his or her board term has expired.
Section 2. A Director must be nominated for
a specified position and elected by the voting delegates at
the annual meeting. A member in good standing per Article
III, Section 1 may not have more than one (1) representative
serving at any time.
Section 3. The term of the elected director
shall be for a period of three (3) years. A person eligible
to serve is defined as an individual that manages, supervises,
administers, directs, or oversees a member association fair
or a portion of its operation. In the event any director shall
cease to be eligible to serve as a Director as stated above,
then such director shall automatically be ineligible to serve,
and it shall be the duty of the Board of Directors of the
WSFA to declare the office vacant and fill such vacancy until
the next annual meeting.
Section 4. A person may be eligible to serve
for two full elected terms (of three years each) regardless
of whether that person may have been appointed to fill an
unexpired term. of a director who may have become ineligible
to serve as a director. After two full three (3) year terms
a person shall not be eligible to serve as director again,
until three (3) years have passed.
Section 5. All terms of out-going directors
shall expire at the conclusion of the annual meeting.
Section 6. Meetings of the Board of Directors
may be called at any time by the President or by the majority
of voting members upon sufficient notice to permit directors
to attend in the ordinary course of travel and existing condition.
Section 7. A majority of the Board of Directors
shall constitute a quorum, but no motion or proposal may be
carried at any directors meeting without the affirmative vote
of at least a simple majority of the authorized voting Board
members.
Section 8. The Board of Directors shall have
and exercise all the power and authority granted by law or
the Association except as is reserved to be exercised by the
members.
Section 9. No member of the State Fair Commission
shall, during his/her term of appointment, be eligible to
serve as a voting director of this organization.
ARTICLE V — OFFICERS
Section 1. The officers of the Association shall consist of
a president, a vice president and a secretary and/or treasurer.
The Board of Directors shall elect its officers at the first
Board of Directors meeting immediately following the annual
meeting.
Section 2. The office of secretary and treasurer may be combined,
and the person elected thereto need not be a member of the
Board of Directors. The president and vice president shall
be elected from the membership of the Board of Directors.
Section 3. The president shall preside at all meetings of
the Association, shall be an ex-officio member of all committees
and perform all duties as may be directed by the Association
membership. The President shall have authority to refer matters
requiring attention to proper committees and shall, with Board
approval, appoint all standing committees.
Section 4. In the absence of the president,
the vice-president shall perform all duties of that office.
Section 5. The secretary shall keep minutes
of all meetings of the Association and perform other duties
as may be required by the Board of Directors.
Section 6. The Treasurer shall have charge of
the funds, books of account of the Association and Washington
State Fairs Association Trust and make disbursements, develop
financial reports for the annual meeting of the Association,
and submit the books for annual audit under the direct supervision
of the Board of Directors.
Section 7. The Board of Directors may elect
to create the office of Executive Secretary to replace the
offices of Secretary and Treasurer, and define the powers
and duties and fix compensation. The Executive Secretary shall
not be a member of the Board of Directors and will be directly
responsible to the Board. The Executive Secretary shall submit
a written report at each Board meeting of activities since
the last report.
ARTICLE VI — ELECTIONS
Section 1. At least ninety (90) days prior to the opening
session of the annual meeting of the WSFA, the president shall
appoint a nominating committee of three members to submit
to the annual meeting nominations for directors positions
to be filled. Said members shall represent the different members
of the WSFA as described in Article III, Section 1. Additional
nominations may be made from the floor by any voting delegate
at the annual meeting.
Section 2. Elections shall be conducted by secret
ballot.
Section 3. The President shall appoint two current
WSFA Board members and two voting delegates to count the ballots.
ARTICLE VII —MEETINGS
Section 1. The annual meeting of the WSFA shall be held within
sixty (60) days immediately preceding the fifteenth (15th)
day of December of each year. The exact date and place is
to be determined by the Board of Directors.
Section 2. A special meeting of the WSFA may
be called by the president with the approval of a majority
of the Board of Directors.
Section 3. Ten (10) days written notice of all
meetings setting forth the business shall be given to all
member local associations.
Section 4. Fifteen (15) member associations
must be represented at the annual or any special meeting of
the WSFA to constitute a quorum.
Section 5. Each member association in good standing shall,
in writing, at time or registration, designate a representative
in attendance as a voting delegate authorized to cast a ballot
for said member association, and may also designate an alternate
to act in case of absence of such voting delegate. Service
Members shall be represented by a director elected biennially
to cast a ballot for the Service Members.
Section 6. The right to participate in discussion
at the annual meeting is limited to voting delegates, x-officio
members and non-voting members of the WSFA Board.
Section 7. A roll call vote may be demanded
at any time by five (5) voting delegates. Unless a roll call
vote is demanded all matters, except election of directors,
shall be decided either by voice vote or division, and all
voting delegates of local associations, in attendance at the
meeting may vote.
Section 8. In all cases not specifically covered
in the by-laws, “Roberts Rules of Order, Revised”
shall govern.
ARTICLE VIII — BYLAW AMENDMENTS
Section 1. Proposed bylaw changes shall be submitted by member
associations to the Board of Directors for their consideration
no later than July 1st. Proposed bylaw changes submitted to
the Board of Directors will be made available to all member
associations at least thirty (30) days prior to the annual
meeting. Adoption of a bylaw change must be approved by 2/3
majority vote of the voting delegates present at the annual
meeting.
ARTICLE IX — DISSOLUTION
Section 1. In the event the Washington State Fairs Association
shall be dissolved, after all debts are satisfied, it’s
assets including, but not limited to, cash and real or personal
property, shall be given to the Washington State Department
of Agriculture Fair Fund for distribution to the Fairs.
Approved at the Annual Meeting of the WSFA,
October 23, 2004.
