Article I. Name
The name of the Association shall be "Cleveland Livestock Show, Inc."
The terms "Cleveland Livestock Show,” “CLS,” and the “Association” may also be used in the
ordinary conduct of business and in the advertising of the Association.
Article II. Purpose
Section 1. The Cleveland Livestock Show and Dairy Day
was organized for charitable, educational and scientific purposes to encourage
and promote the breeding, raising and marketing of better livestock and farm
products and to promote and maintain research and educational functions within
the area livestock and agricultural industry. It is the general policy of the
Show to utilize, in the fiscal year subsequent to which it is earned, the
excess of its revenue over expenses for the furtherance of its exempt purpose,
including the granting and/or funding of scholarships and other programs, as
well as the funding of related capital additions and improvements. The funds of
the Cleveland Livestock Show and Dairy Day are used exclusively to meet
necessary expenses for its upkeep and operation and in furtherance of the
exempt purpose of the organization.
Section
2. The Date of the show shall be
the second week of April. This date is subject to State testing dates or other
conflicts. The Board may vote to
adjust the date of the show as needed.
Article III. Memberships
Section 1. Membership shall be open to any reputable person, business or
corporation in accord with the purpose of the organization and willing to
cooperate in the accomplishment of its purpose they are
voted in by the majority of Board members at a regular or special meeting.
Section 2. No member shall become in any manner liable for any expense
or other indebtedness of this organization with the exception of membership
fees.
Section 3. Annual membership fees shall be $____ and shall
cover a period of October 1 – September 30, and will be due to treasurer
by October 1.
FEES
ARE NON-REFUNDABLE.
Section 4. Any
member that misses 3 consecutive meetings without notifying board president of
extenuating circumstances shall be removed from membership roll of a member in
good standing. Any reinstatement
must go before the Executive Committee.
Article IV. Membership Meetings
Section 1. The Board shall meet at least three
times annually:
1. Committee
Chairperson meeting (Jan-Mar)
2. Election Meeting/ Rule Changes (May-Jul)
3.Membership/ Budget (Sept-Oct)
Section 2. Special meetings of the membership may be held at any time upon call of
the President of the Association. The purpose of any special meeting shall be
stated in the notice given of its call. A special meeting of the Board of
Directors shall be called by the President of the Association on the request of
33% of paid board members. Said request shall be in writing addressed to the
President of the Association and signed by not fewer than 33% of said members
and shall state the purpose of the meeting. The meetings shall be held within
twenty one (21) days of such request. No more than 2 Special meetings can be
called in a 12 month period. A
Special meeting is a situation that is a bona-fide emergency and cannot be
addressed as within normally scheduled meetings.
Section 3. Notices of membership meetings shall be mailed by the
Secretary to all members in good standing at their last known addresses at
least twelve days prior to the dates of the meetings.
Section 4. A quorum shall be 33% of membership in order to transact
business.
Section 5. Each member in good standing shall be entitled to one vote on
any business matter presented at a regular or special membership meeting. In
addition, members in good standing shall also have the privilege of voting on
matters of timely importance.
Section
6. All meetings will be conducted using parliamentary procedure according
to Parliamentary Guide for FFA by Jarrell D. Gray.
Section 7.The Order of Business at all meetings shall consist of:
· Call to order by the Presiding Officer
· Invocation
· Reading of the Minutes of previous meeting(s)
· Reading of Treasurer’s Report
· Officer reports
· Unfinished business
· Committee Reports
· New Business
· Adjourn
Section
8.
The minutes of the Association shall be kept in a bound minute book and shall
be signed by the President and Secretary when they have been approved. Copies
of minutes will be filed in “President’s File.”
Article V. Elected Officials/Governing
Body
Section1. Officers/Executive Board of the Association shall be President,
Vice President, General Show Director, Secretary, Treasurer, selected by the Nominating Committee,
from the paid board members. They shall serve one-year terms and may be re-elected
to their offices.
Section 2. Elected officials shall be members in good standing of the Cleveland
Livestock Show and shall evidence willingness to serve, and shall meet all
qualifications for their positions.
Section
3. The position of General Livestock
Director shall be appointed by the Executive Board, and will serve as an
ex-officio member of the Executive Board.
Section
4. The Livestock Show Office shall
be at the office or residence of the President. Other officers may have their
offices at their personal office or residence.
Section
5. A “President’s File” will be
established to transfer into the hands of each incumbent president. This file
will contain copies of CLS By-laws, Gray’s Parliamentary Guide, copies of all
meeting minutes, copies of all treasurer’s reports, committee reports, rule
changes, and by-law amendments.
Section 6. Executive
committee shall consist of 6 members: 2 officers appointed by the president,
and 4 appointed members; selected from the following: immediate Past President,
General Livestock Chairman and from the board of directors. They shall have the authority to hold a
special emergency meeting should the need arise.
Article VI. Qualifications of Elected Officials/Governing Body
Section 1. To be eligible to hold any office, proposed candidates should
be knowledgeable of the special customs and policies of the Cleveland Livestock
Show and of the requisites, which establish its purpose. They shall be members
of the Association in good standing, and willing to serve if elected, in
addition to meeting the specific minimum qualifications of the offices for
which they are candidates.
Section 2. A proposed candidate for the office of President shall have
previously served a minimum of two years as a Committee member, One year on
Executive Committee, and One year as a Vice President.
Section 3. A proposed candidate of the office of Vice President/Director
shall have previously served two years on a committee, one year as a Committee
Chairman.
Section 4. A proposed candidate for the office of Secretary shall have
demonstrated competence and experience in secretarial and other clerical duties
and shall have previously served for two years on a committee.
Section 5. A proposed candidate for the office of Treasurer shall have
demonstrated competence and experience in financial and clerical duties and
shall have shall have previously served for two years on a committee.
Section 6. A proposed candidate for Executive Board shall have previously
served as a board member for at least two years.
Section 7. All proposed appointees for Executive Board shall be a member
in good standing of the Cleveland
Livestock Show.
Article VII. Duties of Officers/Executive Board
Section 1. The duties of various officers of this Association shall be
those usually performed by corresponding officers of similar organizations.
Section 2. The President shall
preside at all meetings of the association. In the event of the absence of the
President at any meeting, Vice-President present will preside. The President
shall consult with the Vice President/Directors regarding the appointments of Chairs
or co-chairs for any committees deemed necessary to carry out the programs of
the Association, all such appointments to be approved by the Executive Board.
The President shall inform the Vice President/Directors of any persons who are
not current in payment of membership fees or other financial obligations to the
Association and who are therefore ineligible for consideration as committee
Chairs, members, or workers. Duties of the various committees shall be outlined
and prescribed by the President of the Association.
Section 3. The President shall serve as ex-officio member of all
committees.
Section 4. The President shall make a report of the year's activities at
the annual membership meeting.
Section 5. The Vice President/Directors shall propose, in consultation
with the President of the Association, Chairs for all committees within their
designated areas of responsibility. The Executive Board shall have the
privilege of approving all proposed committee Chairs before any such appointments
are made.
Section 6. The Vice Presidents/Directors shall serve as ex-officio
members of all committees within their designated areas of responsibility. They
shall verify that committee members and workers proposed by the committee
Chairs under their supervision are in good standing with the Association,
whether those proposed are members or not.
Section 7. The Secretary will keep minutes of the Association in a bound
minute book and shall be signed by the President and Secretary when they have
been approved.
Section 8. The treasurer will keep a book of accounts utilizing a system
generally approved and used by fair associations, giving a proper account of
receipts and disbursements.
Section 9. All contracts or other financial obligations pertaining to
the general business of the Association shall be approved by the Executive
Board and signed by the President and Treasurer before such contracts shall be
effective or such other financial obligations shall be incurred.
Section 10. Contracts pertaining to authorized activities of the
Association, may be executed by the committee Chairs involved, provided,
however, that they shall have first secured the concurrence of the members of
their committees and the approval of at least six officers of the Association.
Article VIII. Past Presidents
Section 1. The Past Presidents of the Association, by virtue of their
previous service, shall have the privilege of voting at all meetings of the
Executive Board and shall function as additional members of that group so long
as they remain members in good standing, and
meet the same attendance requirements as elected
members of the Executive Board.
Section 2. The most immediate Past President shall automatically hold
the position of Officer of the Association and shall serve in the capacity
until replaced by the succeeding outgoing President.
Section 3. Past Presidents may serve as elected officers of the Association,
but in no instance shall a Past President be entitled to more than one vote.
Section 4. Any past president that is a member in good standing with the
association may serve as an interim president in event that that the president
or vice-president are unable to perform the duties of the chair. This will be
an executive committee decision.
Article IX. Committees
Section 1. All committees of the Cleveland Livestock Show except the Nominating
Committee shall be composed of a Chair or co-Chairs and members. Additional
workers may be chosen to assist these members in carrying out committee
responsibilities.
Section 2. Committee Chairs shall be members in good standing of the
Cleveland Livestock Show, and willing to carry out the activities of the
committee.
Section 3. The President shall consult with the Vice- President/Directors
regarding the appointments of Chairs for any committees deemed necessary to
carry out the programs of the Association, all such appointments to be approved
by the Executive Board. The President shall inform the Vice Presidents of any
persons who are not current in payment of membership fees or other financial
obligation to the Association and who are therefore ineligible for consideration
as committee Chairs, members, or workers. Duties of the various committees
shall be outlined and prescribed by the President of the Association.
Section 4. Committee Chairs shall have the privilege of selecting the
members of their committees, provided, however, that the approval of the Vice
President/Directors having designated responsibility for the committees shall
have first been secured. All committee members shall be members in good
standing of the Cleveland Livestock Show, and willing to carry out the
activities of the committee.
Section 5. The President shall serve as an ex-officio member of all
committees except the Nominating Committee.
Section 6. The Vice President/Directors shall serve as ex-officio
members of all committees within their designated areas of responsibility. They
shall verify that committee members and workers proposed by the committee
Chairs under their supervision are in good standing with the Association, whether
those proposed are members or not.
Section 8. Committee Chairs shall submit any proposed changes to the
General Rules of the Cleveland Livestock Show in writing, to the Executive
Board by the Rule Change(May-June) meeting.
Section 9. All persons or business entities invited to participate in Cleveland
Livestock Show activities must be in good standing with the Association.
Committee Chairs shall verify that only persons in good standing with the
Association are invited or solicited for contributions, advertising,
sponsorship, project sale bids, or payments of other kinds connected with their
committees.
Section 11. The Nominating Committee shall be composed of the immediate
Past President who shall serve as Chair, two other Past Presidents, one Executive Committee member, and one general
member that is in good standing. General members shall be nominated and elected
from the floor, and serve one year terms. The immediate Past President shall
serve as Chair until replaced by the succeeding outgoing President.
Section 12. The Nominating Committee shall present at the annual meeting
a slate of nominees for all positions to be filled, including Directors,
Executive Committee members, officers, all candidates having been verified as
members in good standing of the Association, willing to serve if elected, and
qualified for the offices for which they are being nominated.
Article X. Fiscal Year and Audits
Section 1. The fiscal year of the Association shall begin on Oct 1 and
end on Sep 30 of the following year.
Section 2. The financial records of the Association shall be made available
to all members at the Membership/Budget meeting, and shall be reviewed by a
third party annually (Annual Income Tax Filing).
Article XI. Dissolution
Section 1. This Association may be dissolved upon adoption of a
resolution approved by a majority of the members present at a regular or called
meeting, provided that specific notice of such proposed dissolution has been
mailed to the entire membership in good standing at least twelve days prior to
the meeting.
Section 2. Upon such dissolution, the assets of the Association shall be
distributed to other non-profit, charitable agencies or to local governmental
agencies for purpose similar to those of this Association, all in accordance
with the provisions of the Texas Nonprofit Corporation Act.
Article XII. Parliamentary Authority
Section 1. Meetings and business
shall be conducted using format and direction of parliamentary procedure as
found the current addition of Jarrell D. Gray’s “Parliamentary Guide for
FFA.”
Section
2. The rules contained in the
current edition of Robert's Rules of Order, Newly Revised shall govern the
Association in all cases to which they are applicable and, in which they are
not inconsistent with these bylaws, and any special rules of order the
Association may adopt.
Article XIII. Amendment of Bylaws
Section 1. These bylaws may be amended at any regular or special meeting
of the Association by a two-thirds vote provided that the proposed amendments
have been submitted in writing and included in the notice of the meeting mailed
to the entire membership at least twelve days prior to the meeting and
provided, further, that such amendments have been proposed by the Executive
Board, by a committee authorized by the Executive Board, or by any member of
the Association who has obtained the written endorsement of at least nine other
members in favor of the proposed amendment.
Section 2. Amendments to these by-laws shall take effect immediately
upon adoption, unless the motion to adopt shall state otherwise.