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BY-LAWS
of the
RUSSELL COUNTY FAIR ASSOCIATION, INC.
P.O. BOX 2105
LEBANON, VA 24266
ARTICLE I
PURPOSE
The purpose of The Russell County Fair Association shall be to provide agricultural, educational and recreational activities for County citizens and citizens of the surrounding area. This shall be accomplished through exhibits, competitive events, featured entertainment, and horse shows.
ARTICLE II
Section 1. MEMBERSHIP. Any person who has an interest in the Russell County Fair Association may become a member by service rendered as an active, dedicated volunteer and by paying annual dues which are determined by the Board of Directors. Memberships will be maintained on a calendar year basis.
Section 2. LIFE MEMBERSHIP. The Board of Directors may establish a life-time membership procedure.
Section 3. DUTIES OF MEMBERS. Each member shall loyally support the association and shall properly and in good faith comply with these by-laws and any amendments thereof duly adopted and with the terms and conditions of any and all agreements with the Association on their part to be performed and with any and all rules and regulations adopted by the Association and their conduct in all matters and things shall not be detrimental to the rights and interest of the Association.
Section 4. MEMBER’S PROPERTY INTERESTS. No member or patron shall have a property interest in this Association.
Section 5. ANNUAL MEETING. The annual meeting of the Russell County Fair Association shall be held within 90 days following the end of the calendar year, at such time and place as designated by the Board of Directors.
Section 6. SPECIAL MEETINGS. The Board of Directors shall have the right to call a special meeting at any time, and five (5) members or ten percent (10%) of the members, whichever is greater, may file a petition stating the specific business to be brought before the Association and demand a special meeting at any time. Such meeting shall thereupon be called by the president and secretary. The president shall have the right to call a special meeting at any time.
Section 7. MEETING NOTICES. Notice of all meetings, together with a statement of the purposes thereof, shall be sent to each member not more than 50 days nor less than 10 days prior to the meeting.
Section 8. QUORUM. Twenty (20) members or five percent (5%) of the membership, whichever is lesser, present in person, shall constitute a quorum for the transaction of business at any meeting. A majority vote of those present shall decide all questions coming before such meetings.
Section 9. PROXY VOTING. Proxy voting shall be allowed under such conditions and requirements as the Board of Directors may prescribe from time to time.
Section 10. ORDER OF BUSINESS. The order of business at the annual meeting and as far as possible at all other business meetings of the members shall be:
- Determination that a quorum is present
- Proof of due notice of meeting
- Reading and disposal of any unapproved minutes
- Unfinished business
- New business, including election of directors
- Adjournment
Section 11. LIABILITY. Except for debts lawfully contracted between a member and the association, no member shall be liable for debts of the association.
ARTICLE III
DIRECTORS AND OFFICERS
Section I. NUMBER. The business of the Association shall be managed, conducted, and controlled by a Board of Directors composed of twenty (20) elected directors.
Section 2. ELIGIBILITY OF DIRECTORS. Directors must be active members of the Association. No director shall be a party to a contract for profit with the Association differing in any way from the business relations accorded regular members of the Association.
Section 3. DIRECTORS. Four directors from the membership shall be elected at the annual meeting to serve a five (5)-year term. Upon completion of this term of office, a member cannot be re-elected to the Board of Directors until the member has been retired for one (1) year.
Section 4. OFFICERS. The Board of Directors shall meet within 30 days following the annual meeting and shall elect a president, a vice-president of operations, a vice-president of maintenance, and a secretary and a treasurer. Such officers shall hold office for one year, or until their death, resignation or for cause. The Board of Directors shall also have the power to elect or appoint any assistant officers that shall be found necessary in the operation of the Association.
Section 5. MEETINGS. The Board of Directors shall meet at least once yearly at a place and time set by the president. Special meetings of the Board of Directors shall be held upon call of the president or as stated in Article III, Section 6.
Section 6. NOTICE OF MEETINGS. Notice of both regular and special meetings shall be sent by the secretary to each member of the Board not more than fifty (50) days nor less than ten (10) days before any such meeting, however, such notice may be waived in writing, or by the attendance in person of all of the directors.
Section 7. QUORUM. Fifty percent (50%) of the Board of Directors shall constitute a quorum at any meeting of the Board.
Section 8. VACANCIES. When a vacancy on the Board of Directors occurs, other than by expiration of term, the remaining members of the Board, by a majority vote, shall fill the vacancy until the annual meeting, when the members shall elect a director for the balance of term.
Section 9. ATTENDANCE. Any director who misses three (3) consecutive meetings, unexcused, director or membership or combination of both shall automatically have his directorship terminated. It shall be the duty of the recording secretary to maintain an attendance record. At the Board of Directors meeting following the third unexcused, missed meeting the Board of Directors shall proceed to fill such vacancies as per Section 8 above.
ARTICLE IV
DUTIES OF DIRECTORS
Section 1. MANAGEMENT OF THE ASSOCIATION. The Board of Directors shall have general supervision and control of the Association and its affairs and shall make all rules and regulations not inconsistent with law or with these by-laws for the management of the Association and the guidance of the members, officers, employees, and agents of the Association They shall have installed an accounting system which shall be adequate to the requirements of the business, and it shall be their duty to require proper records to be kept of all transactions. They shall make the arrangements necessary for adequate financing the operations of the Association.
Section 2. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. The Board of Directors may, in their discretion, appoint from their own membership an executive committee, determine their tenure of office and their powers and duties. The executive committee shall have such powers and duties as may, from time to time, be prescribed by the Board of Directors and these duties and powers may be all the duties and powers of the said Board of Directors, subject to the general direction, approval and control of the Board of Directors. The executive committee shall be responsible to and shall report to the Board of Directors as the Board shall direct. Such other committees as may be deemed advisable by the Board of Directors in conducting the affairs of the Association may be appointed by the Board from time to time as need arises. Such committees shall be responsible to and shall report to the Board as the Board shall direct.
Section 3. BONDS AND INSURANCE. The Board of Directors may require any or all officers, agents and employees charged by the Association with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond. Such bonds, unless cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors. The Board may provide for the adequate insurance of the property of the Association, or property which may be in the possession of the Association, or stored by it, or not otherwise adequately insured, and in addition adequate insurance covering liability for accidents to all employees.
Section 4. AUDITS. At least once in each year the Board of Directors may secure the services of a competent and disinterested public auditor or accountant, or appoint a disinterested
person who shall make a careful audit of the books and accounts of the Association and render a report in writing, thereon, which report shall be submitted to the members of the Association at their
annual meeting. Special audits shall be made upon order of the Board of Directors or upon a majority vote of the members at any regular or called meeting.
Section 5. REPORTS TO STATE AND FEDERAL AUTHORITIES. The directors shall cause the Association to make and file with State and Federal authorities all reports and returns as are now or may hereafter be required by law.
ARTICLE V
DUTIES OF OFFICERS
Section 1. DUTIES OF PRESIDENT. The President shall (1) preside over all meetings of the Association and of the Board of Directors; (2) call special meetings of the Board of Directors; (3) perform all acts and duties usually performed by an executive or presiding officer; and (4) sign all such papers of the Association as he/she may be authorized or directed to sign by the Board of Directors; provided however, that the Board of Directors may authorize any person to sign any or all checks, contracts, and other instruments in writing on behalf of the Association. The President shall perform such other duties as may be prescribed by the Board of Directors.
Section 2a. DUTIES OF THE VICE-PRESIDENT of OPERATIONS. In the absence or disability of the President, the Vice-President of Operations shall perform the duties of the President, provided; however, that in case of death, resignation, or disability of the president, the Board of Directors may declare the office vacant and elect his/her successor. The Vice-President of Operations shall perform such other duties as may be prescribed by the President and/or Board of Directors.
Section 2b. DUTIES OF THE VICE-PRESIDENT of MAINTENANCE. In the absence or disability of the President, and the Vice-President of Operations, the Vice-President of Maintenance, shall perform the duties of the President; provided; however, that in case of death, resignation, or disability of the President, the Board of Directors may declare the office vacant and elect his/her successor. The Vice-President of Maintenance shall perform such other duties as may be prescribed by the President and/or Board of Directors.
Section 3. DUTIES OF SECRETARY. The Secretary shall keep a complete record of all meetings of the Association and of the Board of Directors and shall have general charge and supervision of the books of records of the Association. The Secretary shall serve all notices required by law and these by-laws and shall make a full report of all matters and business pertaining to his office to the members at the annual meeting. This person shall act as secretary to the executive committee and shall perform such other duties as may be required of a secretary by the Association or the Board of Directors. Upon the election of a successor, the secretary shall turn over to he/she all books and other property belonging to the Association that may have in their possession.
Section 4. DUTIES OF TREASURER. The treasurer shall perform such duties with respect to the finances of the Association as may be prescribed by the Board of Directors. The Treasurer shall make all reports required by law.
Section 5. DELEGATION OF DUTIES. Any of the above duties may be delegated by the Board of Directors to any assistant they may approve or elect.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. FISCAL YEAR. The fiscal year of this Association shall begin January 1 and shall end December 31 of each year.
Section 2. DISSOLUTION. Upon the dissolution of the incorporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. The Association shall adopt for purposes of any future dissolution, the Virginia guide for termination of a Virginia Nonstock Corporation; such guides available at present including but not limited to the use of either or both Forms No. SCC904 Articles of Dissolution and SCC912 Articles of Termination of Corporate Existence.
Section 3. DUTIES OF COMMITTEE CHAIR The Chair shall be responsible for the coordination of his/her committee and reporting of said committee to the Board of Directors. The Committee Chair shall submit a budget for approval by the Board of Directors prior to the annual budget meeting as requested.
ARTICLE VII
AMENDMENTS
Section 1. BY THE BOARD OF DIRECTORS. These by-laws may be amended, repealed, or altered, in whole or in part, by a two-thirds majority of the entire membership of the Board of
Directors of the Association at any regular meeting of the Board or at a special meeting of the Board called for the purpose of amending the by-laws. All amendments made by the Board of Directors shall become effective ten (10) days after the directors are notified of the amendment in writing unless the secretary of the Association received, by that date, a petition for a special meeting of the directors to consider the amendment signed by fifty percent 50% of the directors.
ARTICLE VIII
I.R.C. Section 501(c)(3)
Section 1. That the Russell County Fair Association, Inc., shall be an I.R.C. Section 501(c)(3) organization recognized by the United States Internal Revenue Services. The Board of Directors and/or Officers shall perform and accomplish such duties and actions as required to establish and maintain the same.
Approved 11-12-1974, Amended 4-23-2001, Approved 4-23-2001, Amended 5-31-2006, Approved 5-31-2006.
Amended 3-22-2007, Approved 3-22-2007, Amended 2-26-2024, Approved 2-26-2024
I hereby certify that the foregoing Amended By-laws of the Russell County Fair Association, Incorporated, are true and correct having been amended and adopted on February 26, 2024.
ATTESTED:
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Jeanne Hubbard, Secretary