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| | Corporation powers of this Association shall be vested in a Board of thirteen Directors, who shall be members in good standing and seven Directors shall constitute a quorum for the transaction of business. | |
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| | The Association shall have a common Seal consisting of a circle having on its circumference the words “Placer County Fair Association, Incorporated April 27, 1938, California.” | |
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| | The Association shall have its principal office in the City of Roseville, County of Placer, State of California, but may have offices and transact business at such other places as the Board of Directors may, from time to time, appoint. | |
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| | - The Board of Directors shall consist of not less than nine members and one-half of the then current membership plus one shall constitute a quorum at any Directors’ meeting.
- All members of the Association may be present at and enter into the discussion of business matters at any or all Directors’ meeting.
- The privilege of holding office and voting at meetings of the Board of Directors shall belong only to duly elected directors. Each Director shall be allowed only one vote.
- The Directors’ terms shall be staggered and Directors shall be elected at the annual Association meeting. All Directors shall serve three-year terms.
- A vacancy in the Board of Directors shall not be filled unless there are less than nine (9) members then serving on the Board of Directors. Where less than nine members remain in office due to a vacancy or vacancies, then the remaining Directors in office shall fill the vacancy of vacancies by appointment to bring the membership to nine (9), and such members shall hold office until the next annual Association meeting, at which time a person will be elected to fill the un-expired term. An appointed Director if elected at the annual Association meeting will fill out the un-expired term. If not elected, or an appointment has not been made, the lowest vote getter of those elected will serve out the un-expired term.
- The Board of Directors shall have power to call special meetings of the Board and/or Association when they deem it necessary, and they shall call a meeting at any time upon the written request of five voting members, or 5% of the Board and/or Association voting members, whichever is greater.
- The Board of Directors shall have power to appoint and remove at their pleasure all officers, agents and employees of the Association, and shall prescribe their duties and fix their compensation, if any.
- The Board of Directors shall have power to conduct, manage and control the affairs and business of the Association, and to make rules not inconsistent with the laws of the State of California for the guidance of the officers and management of the affairs of the Association.
- The General Manager shall keep the Seal of the Association and affix the same to such papers and instruments as may be required in the regular course of business; shall make service of such notices as may be necessary or proper; shall supervise and control the keeping of the books and accounts of the Association; and shall discharge such other duties as pertains to the office, or prescribed by the Board of Directors.
- Directors are prohibited from serving on two fair boards simultaneously.
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| | - The officers of the Association shall be a President, 1st Vice-President, 2nd Vice-President, Secretary, and a Treasurer, and such other officers as the Board of Directors may appoint. When duties do not conflict, one person may hold more than one of these offices.
- Officers shall be elected at the first regular Board Meeting following the annual Association meeting.
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| | The President shall preside over all meetings of the Association and Directors. The President shall call a special meeting at any time deemed necessary by him. A five-day notice of such special meeting shall be given by mail to members of the Board of Directors and shall be noticed. | |
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| | In the case of absence of the President, or his inability to act, the First Vice-President shall act as President. | |
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| | In the case of absence of the President, or First Vice-President, or their inability to act, the Second Vice-President shall act as President. | |
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| | The Board of Directors may appoint a Secretary who shall perform the duties of the Secretary. The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and of the meetings of the members. | |
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| | The Treasurer shall cause to be deposited all funds of the Association in such banks or bank as may be designated by the Board of Directors. Such funds shall be paid out only on the check of the Association. Checks under $5,000 may be signed by the General Manager; all other checks shall be signed by the Manager and countersigned by one of the other officers designated by the Board of Directors to sign such checks. | |
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| | - The Association shall hold it annual meeting for the election of Directors, and other business, on the between January 1 and February 28 of each year. Actual date to be set by the Board of Directors.
- Special meetings of the Association may be called at any time by the President, or at the written request of five (5) voting members or 5% of voting members of the Association, whichever is greater.
- Quorum shall consist of fifteen (15) members.
- Notices of all meetings of the Association shall be mailed to each member of the Association at least ten (10) days before such meeting.
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| | The Board of Directors shall have the power to appoint committees from the Association as deemed necessary for the performance of certain functions, provided however, its authority to act must be authorized by the Board of Directors. Any action taken by any such committee shall be presented for ratification by the Board of Directors. | |
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| | 1. Membership in the Placer County Fair Association is open to all people who support the goals, purposes and activities of the Association regardless of race, religion, color, national origin, ancestry, physical handicap, political affiliation, medical condition, marital status, or sex.
2. VOTING MEMBERSHIP is open to all bona fide residents of Placer County who have reached the age of 18 years by January 1 of the year in which they wish to cast a ballot at the Annual Association meeting.
VOTING MEMBERSHIP shall include all past and present members of the Board of Directors of the Association as well as Honorary Members as long as they remain bona fide residents of Placer County. Honorary membership shall be granted to all retired directors and to persons deemed by the Board of Directors to have rendered distinguished service to the Fair.
3. NON –VOTING MEMBERSHIP: A non-voting member of the Association need not reside in Placer County. Non-voting membership is also available to Placer County residents and non-residents alike who have not attained the age of 18 years as specified in Section 2.
4. Membership in the Placer County Fair Association, a non-profit and non-stock corporation, organized and existing under the laws of the State of California, may be obtained automatically by applying in writing to the Placer County Fair Association at the main office on All America City Boulevard, Roseville, California, 95678.
The application shall state the full name of applicant, address, telephone number, birth date, and shall contain a specific statement of the applicant’s interest in the Fair.
The application shall be accompanied by a check or money order in the amount of $15.00, payable to the Association, which shall constitute the first annual payment of membership dues.
5. Association membership privileges include:
a. Gate admission (for member only) to the Annual Fair.
b. Participation in membership business.
c. Voting privileges at the Annual Association Meeting.
NOTE:
Voting is limited to voting members in good standing as of June 1 preceding such Annual Meeting. Billing for said dues are to be mailed, in statement form, on or before January 15th. The words “Dues must be received by June 1st to maintain voting privileges at the Annual Association Meeting” are to be printed in bold print at the top of the statement.
6. Honorary membership privileges shall include:
a. Gate admission (for member only) to the Annual Fair.
b. Voting privileges at the Annual Association Meeting.
c. Participation in membership business.
d. Exemption from payment of annual dues.
7. Current members of the Board of Directors shall be exempt from Association dues.
8. Proxy voting is prohibited at all Association meetings including Board of Directors meetings. Cumulative voting is also prohibited in all cases.
9. The Association shall have the power, by majority vote of the Board of Directors, and approval of the Board of Supervisors, to suspend or terminate, for good cause, any Association member.
10. The Association membership is valid from the second Tuesday in January through the second Monday in January of any year and dues must be paid by June 1 of that year in order to have voting privileges a the following Annual Association meeting in January. | |
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| | Delegates to the Western Fairs Association convention and meetings shall be designated by the Board of Directors, and a specified amount of expense shall be allowed by the Board of Directors for such attendance.
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| | In all matters of procedure, Roberts’ Rules of Order shall prevail. | |
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| | - Amendments to these By-Laws may be proposed by any member of the Board of Directors. To be effective, the Amendment must receive a majority vote of the Board of Directors. There shall be a waiting period of thirty (30) days from the time the proposed amendment is received until a vote is held. All Directors and members must be notified in writing of the proposed Amendment to the By-Laws fifteen (15) days prior to the time the vote is held.
- Amendments may be proposed by the Association members of Board of Directors in writing to the Association membership at least thirty (30) days prior to the Annual Meeting. To become effective they must receive a majority vote of the members in attendance at the Annual Association Meeting who constitute a quorum.
- All amendments shall take effect immediately upon passage, unless otherwise stated.
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