ASSOCIATION OF IOWA FAIRS, INC.
By-Laws as Adopted December 13, 2015
ARTICLE I -- ANNUAL MEETING
The annual meeting of the Board of Directors shall be conducted during the scheduled annual conference and in conjunction with the State Agricultural Society (Iowa State Fair Board) each year.
ARTICLE II -- NAME AND CORPORATE STATUS
This organization shall be known as Association of Iowa Fairs, Inc. The principal place of business is 242 8th Avenue West, Cresco, Iowa 52136. The name and address of the Registered Agent is Geri D. Huser, Attorney at Law, Skinner Law Office, P.C., 204 8th Street S.E., P.O. Box 367, Altoona, Iowa 50009-0367. This organization is a non-profit organization organized under the provisions of Chapter 504(a) of the 2005 Code of Iowa.
ARTICLE III -- SPECIAL MEETING OF THE BOARD OF DIRECTORS
A special meeting of the Board of Directors may be called anytime by the President, First Vice President or Second Vice President. Written notice of the hour, date and place of holding of such special meeting shall be given, either personally or by mail, to each Director of record at least two (2) days prior to the date set for said meeting. Such notice shall also state the nature of the business to be transacted at such meeting. Said notice may be waived by filing a Waiver of Notice in writing with the Secretary or is waived if the Director appears at the meeting.
If less than a majority of the Directors are represented at the meeting, a majority of the Directors that are represented shall constitute a quorum.
ARTICLE IV -- PURPOSE, OBJECTIVES AND SERVICE AREA
The Association of Iowa Fairs, Inc., serves as the nucleus of the fair industry in Iowa, its mission is to preserve and strengthen the fair industry through its members. The Association of Iowa Fairs, Inc. shall:
a) Provide to its Members legislative and educational information pertinent to the fair industry.
b) Provide assistance as needed to its Members for the furtherance and benefit of its members.
c) Work to preserve and promote all of the youth programs of Iowa using the Fairs of Iowa as its medium.
d) Uphold the professional values of the fair industry and will strive to preserve the integrity of the Fairs in Iowa.
ARTICLE V – MEMBERSHIP
The Association of Iowa Fairs requires that each Fair, meet the definitions and requirements of Chapter 174 of the Iowa Code 2005. Additional requirements as set out below, may be amended by the Board of Directors during the annual conference. The Board of Directors shall have the authority to establish and define non-voting categories of membership.
a) Eligibility: A fair or agricultural society shall mean a county or district fair incorporated under the laws of Iowa, meeting all requirements of Chapter 174 of the Code of Iowa 2005.
b) Application: An application for membership in this Association shall be made to the Board of Directors. An application for membership shall be first examined and reviewed to determine that all requirements are met. Each application will be submitted to the Board of Directors for their final approval or disapproval. An applicant may be a Member of the Association and ineligible to receive state aid.
c) Dues: The annual fee for membership as a voting member of this Association shall be determined by the Board of Directors. The annual fee for membership as a non-voting member shall be determined by the Board of Directors.
d) Voting Members: All Fairs meeting application criteria will be entitled to one vote at the annual conference.
e) Associate Member: Any individual, firm, or company that has met the requirements as established by the Board of Directors may become an Associate Member of the Association.
ARTICLE VI -- BOARD OF DIRECTORS
The Board of Directors is responsible for managing the affairs of the Association. The number of Directors shall be determined by Iowa Code§173.4a. Each State Fair Board District shall have two (2) representatives serving on the State Association of Iowa Fairs. The Board of Directors shall not participate in activities that conflict with the State objectives of the Association of Iowa Fairs.
If a Director violates the non-conflict requirements, a 75% positive vote is required by the remaining Board of Directors to remove a representative.
All Directors shall be elected for two-year terms. Director elections are held during the fall district meetings, with election results verified at the Association of Iowa Fairs Annual Meeting. A candidate must receive a majority of all votes cast for that particular office by the voting delegates of the members within their respective district. Terms will be limited to six consecutive two-year terms.
A candidate for President or Vice President must be a member of the Board of Directors of the Association or an officer of the Association.
A candidate for District Director for the Association of Iowa Fairs, Inc. must meet the following qualifications:
a) Directors shall be elected from each district.
b) At the time of initial election to the Board, a candidate shall be a Director, Officer or Manager of a member fair or society for a minimum of five (5) years.
c) The represented fair or society must be a member in good standing with the Association.
d) The Director shall be a legal resident of the Association District in which the represented fair or society is located.
e) Directors shall remain in good standing with their county fair/society while serving on the Board of Directors of the Association.
ARTICLE VII -- MEETING OF DIRECTORS
The Board of Directors shall hold its meetings at such time and place as the Board or Executive Committee may from time to time determine.
Directors shall hold a minimum of four meetings in each twelve-month period.
Special meetings of the Board of Directors may be called by the President or in the case of his/her absence or inability to act, by another Officer of the Association or may be called at the written request of two or more Directors. Written notice of special meetings shall be mailed at least ten (10) days before the date of such special meeting, except in the case of an emergency special meeting, in which event, reasonable notice under the circumstances shall be sufficient. Notices shall state the purpose of the special meetings.
ARTICLE VIII -- AUTHORITY OF THE BOARD OF DIRECTORS
The Board of Directors shall have in general the following duties and responsibilities:
a) To determine the policies of Association of Iowa Fairs, Inc.
b) To elect the officers of the Board of Directors.
c) To create special committees.
d) To ensure the achievement and maintenance of programs and services that benefit the community residents.
e) To employ such persons as it deems necessary.
f) To administer the property and funds of Association of Iowa Fairs, Inc. and to control the disbursement of funds.
g) To do all things necessary to carry out the purposes and objectives of Association of Iowa Fairs, Inc.
h) All members of the Board of Directors shall be paid mileage for travel to Board Meetings.
i) The Board of Directors shall establish the rate per mile each year but in no case shall it exceed that amount that State Employees are entitled to be reimbursed for such expenses.
Without limiting the generality of its powers to act to carry out its corporate purposes, the Board of Directors shall have the following:
a) To sue and be sued, complain and defend, in its corporate name.
b) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property or any interest therein, wherever situated.
c) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.
d) To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interest in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof.
e) To make contracts and incur liabilities, borrow money at such rates of interest as Association of Iowa Fairs, Inc. may determine, issue its notes, bonds, and other obligations and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income.
f) To lend money for its purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned and invested.
g) To conduct its affairs, carry on its operations, hold property, have offices and exercise the powers granted hereunder.
h) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation.
i) To make and alter bylaws, not inconsistent with its Articles of Incorporation as amended or with the laws of the State of Iowa, for the administration and regulation of the affairs of Association of Iowa Fairs, Inc.
j) Unless otherwise provided in the Articles of Incorporation, to make donations to the public welfare or for religious, charitable, or educational purposes, or for other purposes for which Association of Iowa Fairs, Inc. is organized.
k) Upon approval of the Board of Directors or Executive Committee, to indemnify any director, officer, agent or employee, or former director, officer, agent, or employee of Association of Iowa Fairs, Inc., or any person who may have served at its request as a director or officer of another Corporation, whether for profit or not for profit, against judgments and expenses actually and necessarily incurred by him/her in connection with the defense of any action, suite or proceeding in which he/she is made a party by reason of being of having been director, officer, agent, or employee, except in relations to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive or any other rights to which said director, officer, agent or employee may be entitled under any bylaw, agreement, vote of Board of Directors or otherwise.
ARTICLE IX – OFFICERS
The officers of the Corporation shall be President, First Vice President and Second Vice President. Other officers of the Corporation may be elected by the Board of Directors. Two or more offices may not be held by the same person.
TERMS OF OFFICE:
The term of office for each officer of the Board of Directors shall be one (1) year and shall take effect immediately upon election by the Board of Directors.
An officer shall receive a majority vote of all those cast for that office by the member of the Board of Directors to be duly elected.
Each officer shall hold office until his/her successor shall have been duly elected. No individual shall hold any office for more than two full consecutive terms.
Vacancies may be filled at any regular or special meeting of the Board of Directors.
The President shall be the principal officer of the organization and shall assist the Executive Director as needed in overseeing the activities of the organization.
He/she shall, when present, preside at all meetings of the Board of Directors.
He/she shall have authority to sign, execute and acknowledge, on behalf of the organization, all documents and instruments whatsoever necessary and proper to be executed in the course of the organization’s activities which shall be authorized by resolution of the Board of Directors; and except as otherwise provided by law of the Board of Directors, he/she may authorize a First Vice President or other officer or agent of the organization to sign, execute and acknowledge such documents or instruments in his/her place and stead.
In general, he/she shall perform all duties indicative to the office of President of a non-profit organization and such other duties as may be prescribed.
FIRST VICE –PRESIDENT:
The First Vice President or President-elect shall perform such duties, as the President shall prescribe. He/she shall assume the duties of the President upon his/her absence in meetings or upon his/her resignation or removal from office.
The Executive Director may include the office of Secretary/Treasurer. This person shall be appointed by the Board of Directors each year with compensation to be set by the Board of Directors.
The Executive Director shall carry out policy and procedures and set out by the Board of Directors, and shall be responsible for overseeing the activities of the Association of Iowa Fairs.
He/she shall have authority to sign, execute and acknowledge, on behalf of the organization, all documents and instruments whatsoever necessary and proper to be executed in the course of the organization’s activities which shall be authorized by resolution of the Board of Directors.
All travel expenses shall be paid in addition to salary as approved by the Board of Directors.
He/she may appoint an assistant who shall be paid compensation as approved by the Board of Directors.
The Executive Secretary/Treasurer shall keep a true and accurate record of all proceedings and of the receipts and expenditures of the Association.
At the annual meeting of the Association, the Secretary/Treasurer shall submit an annual report summarizing the past year’s activities and setting forth, in detail, the receipts and expenditures.
He/she shall perform all other duties incident to the office of Secretary/Treasurer. The Board of Directors shall fix compensation.
ARTICLE X – VACANCY
The Board of Directors may fill any vacancy on the Board of Directors at any regular meeting from recommendations made by the District for which the vacancy exists. A temporary appointment may be made to fill a vacancy until the District has voted on a replacement.
ARTICLE XI -- SPECIAL COMMITTEES
Special committees may be appointed by the President or the Executive Committee for such special tasks as circumstances warrant. A special committee shall limit its activities to the accomplishment of the task for which it is appointed and shall have no power to act except as specifically conferred by action of the President, the Board of Directors, or the Executive Committee. Upon completion of the task for which appointed, such special committee shall stand discharged.
ARTICLE XII -- FISCAL YEAR
The fiscal year of Association of Iowa Fairs, Inc. shall end on the 30th day of June each year or on such other day as may be fixed, from time to time, by the Board of Directors.
ARTICLE XIII – DISSOLUTION
In the event of the dissolution of Association of Iowa Fairs, Inc. for whatever reason, all of its assets of whatsoever nature remaining after the payment of all debts and liabilities shall be transferred to such organization or organizations then qualified under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or its counterpart under any future federal tax statue, which may be selected by the Board of Directors of Association of Iowa Fairs, Inc.
ARTICLE XIV – SEAL
The Corporation shall have no seal until such time as one shall be adopted by the Board of Directors.
ARTICLE XV – AMENDMENTS
These By‑Laws may be altered, amended or repealed and new By‑Laws may be adopted by a majority vote by member fairs of the Association at the Annual Meeting of the Association of Iowa Fairs, with a quorum being present and voting throughout, providing that notice of the proposed amendment has been mailed to the member fairs of the Association not less than ten (10) days prior to meeting.
Adopted by the Member Fairs of the Association of Iowa Fairs at its annual meeting on the 13th day of December 2015.
ASSOCIATION OF IOWA FAIRS, INC.
By: Rick Palmer Attested By: Susan Barnes
Its: Board President Its: Board Secretary