Oregon Fairs Association Bylaws

REVISED 1980
AMENDED 1981, 1983, 1984, 1985, 1987, 1988, 1995, 1998, 2000, 2004, 2006, 2009, 2010, 2011, 2013, 2016

Click here for ORS Chapter 565 Governing Oregon Fairs and Exhibits

Table of Contents
ARTICLE I - Name
ARTICLE II - Purpose
ARTICLE III - Membership
ARTICLE IV - Meetings and Quorum
ARTICLE V - Board of Directors
ARTICLE VI - Committees
ARTICLE VII - Areas
ARTICLE VIII - Amendments

ARTICLE I - Name

Section 1 - This nonprofit mutual benefit corporation of fairs held in the State of Oregon and shall be known as the Oregon Fairs Association (OFA).

ARTICLE II - Purpose

Section 1 - The purpose of this organization is:

(a)    To bring the members together at specified times for exchange of information and programs that promote and benefit the industry;

(b)    To encourage and assist the growth and development of fair industry personnel so as to produce ever-improving educational and entertainment activities for the fair-going public.

(c)      Promote the development and interest in agriculture, industry and home economics, particularly by youth, including but not limited to 4–H, FFA, open class and all other organizations participating in fair activities.

ARTICLE III - Membership

Section 1 Membership shall be in four classifications, namely: Active, Service, Associate and Honorary.

(a) Active members shall be Oregon County Fairs and the Oregon State Fair.
(b) Service members shall be any individuals or organizations who deal directly with Fairs, such as amusement companies, booking agencies, etc.

(c) Associate members shall consist of individuals or organizations that support fairs but are neither a fair nor a service member.
(d) Honorary members shall be any persons who have taken active interest in Fairs and whose interest is continuing and beneficial. Honorary members may be voted in at the Annual Convention.

Section 2 – Application for membership shall be made to the Executive Secretary.

Section 3Membership Dues

(a)    The annual membership dues shall be established and approved by the Board of Directors.
(b)    Membership shall be terminated upon failure to pay dues prior to the Annual Convention.


Section 4 – Voting Qualifications

(a)    Each active membership shall have one (1) vote. Votes shall be cast either by voice or ballot by official representatives of the active membership present in person.

(b)    Service Members shall be entitled to one vote cast by their Service Director.

(c)     Associate Members and Honorary Members shall not be accorded the privilege of voting or of holding office.

(d)    No proxies shall be allowed.

ARTICLE IV - Meetings and Quorum

Section 1 – OFA Meetings

There shall be an Annual Business Meeting, a minimum of (3) Area Meetings per calendar year, an Annual or Bi-Annual Spring Conference, an Oregon State Fair meeting and an Annual Convention.

Section 2 – Annual Business Meeting

The Annual Business Meeting shall be held during OFA Annual Convention at a place and date to be designated by the Board of Directors. The membership shall have at least (45) days notice of the Annual Business meeting.

Section 3 – Board of Directors Meetings.

There shall be at least four regular Board of Directors meetings per calendar year. Special meetings of the Board of Directors may be called by the President as he/she may deem necessary or expedient. A notice of at least three days shall be given to the Board of Directors.

Section 4 – Quorum

(a)    A quorum shall be in place for voting to occur at an Area Meeting, the Annual Business meeting, and Board of Directors meetings.

(b)    A quorum shall consist of:

b.1A majority of active members at the Annual Business meeting;

b.2A majority of active members of the Area at Area Meetings; and

b.3A majority of Directors, or Alternate Directors taking the place of absent Directors, at Board of Directors meetings.

(c)     If a quorum is not present at Area meetings to nominate and elect an Area Director and Alternate Director, the present Area Director in charge communicates with their Member Fairs to fill the position or positions.

ARTICLE V - Board of Directors

Section 1 - Powers
Subject to the limitations imposed by the Articles of Incorporation and the Bylaws, all powers shall be exercised by a Board of Directors. The Board of Directors shall have the power to employ people or persons as well as contract any professional services deemed necessary for the Association and to pass on all matters not in opposition to the action taken by the membership at its Annual Meeting.

Section 2 – Number of Directors.
The number of Directors shall be eleven (11).

(a)    President: Shall serve for a term of two years. 

(b)    Vice President: Shall serve for a term of two years.

(c)     Treasurer: Shall serve for a term of two years.

(d)    Executive Secretary: an ex-officio officer hired by OFA to manage the day to day business of OFA.

Section 3 - Directors

(a)    Area Directors: Six (6) Directors, one elected from each of the six areas as set forth in these Bylaws.

(b)    Service Director: One (1) shall be elected by and from the participating service membership at the annual meeting.

(c)     Director at Large: The immediate Past President shall serve as the Director at Large until the end of the term of the office of his/her successor, even if he/she is no longer associated with a fair. If there is a vacancy in this office, it shall be the duty of the Board of Directors to fill the unexpired term of the Director at Large.

Section 4 – Elections

(a)    All elected Officers and Directors must be members of OFA

(b)    The Vice President and Treasurer shall be recruited and recommended by the Executive Committee, approved by the Board of Directors, and voted upon by the membership at the Annual Business meeting for a two year term.

(c)     The Vice President automatically becomes President following the annual convention where a new Vice President is voted upon.

(d)    Area Directors and Alternate Area Directors shall be nominated and elected by and from their area membership at the annual area meeting. Each Area Active member shall have only one vote. Area Directors and Alternate Area Directors shall be elected for a term of two years, and may not serve more than two (2) consecutive terms. Area Directors and Alternate Area Directors shall not be from the same Fair unless approved by the Board of Directors.

          d.1)  Newly elected Area Directors and Alternate Area Directors shall take office at the close of the annual convention and shall serve until the election of their successor.

(e)    Service Director and Alternate Service Director shall be nominated and elected by and from the Service membership at the Service members’ annual meeting for a term of two years. Each paid Service membership shall have one vote.

Section 4Newly elected Area Directors and Alternate Area Directors shall take office at the close of the annual meeting and shall serve until the election of their successor.

Section 5 - Duties - Refer to current OFA Policies & Procedures for a complete description of duties.

Section 6 – Attendance.

(a) A record of Director attendance at all meetings shall be maintained.
(b) The second consecutive unexcused absence by a Director from a regular Board of Directors meeting constitutes cause for removal from the Board.
(c) An excused absence from a regular Board of Directors meeting shall be a written or telephoned excuse delivered to a member of the Board of Directors prior to the meeting specifying the reason for such absence.
(d) The Board of Directors shall determine whether an absence is excused or not.

Section 7 – Removal and Resignation

Any Officer or Director may be removed for cause by two–thirds (2/3) of the Directors at the time in office, at any regular or special meeting of the Board, and such Director shall be removed should the Director cease to be qualified for the office as herein required. Any Director may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8 – Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Area Director or Service Director shall be promptly filled by the Alternate Area or Alternate Service Director for the unexpired portion of the term. If the office of President becomes vacant the office shall automatically be filled by the Vice President. If the office of Vice President becomes vacant the office shall be filled by approval of the Board of Directors after the Executive Committee meets, recruits, interviews and selects the nominee for Vice President. If the office of Treasurer becomes vacant the office shall be filled by approval of the Board of Directors for the unexpired portion of the term, after the Executive Committee meets, recruits, interviews and selects the nominee for Treasurer. If the office of Alternate Director becomes vacant, the office shall be filled by the members of the area through an election.

ARTICLE VI - Committees

Section 1

(a)   Executive Committee
(b)  Legislative
(c)   Bylaws and Policies
(d)  Awards
(e)   Racing
(f)   Reports and Information
(g)  Convention
(h)    Rodeo
(i)    Technology

Section 2–Executive Committee

Members of the Executive Committee shall be: President, Vice President, Treasurer, Director at Large, and one Area Director appointed by a majority vote of the Board of Directors.The Board Member appointment to the Executive Committee shall be elected for a term of two years, and may not serve more than two (2) consecutive terms.

Section 3 – General

(a) The Board President shall appoint the above committees and chair except the Executive Committee which is chaired by the President, the Bylaws and Policies Committee and the Legislative Committee which are automatically chaired by the Vice President.
(b) Such other committees may be appointed by the President as necessary.
(c) A member of the Board of Directors shall serve on all committees, except the Executive Committee. All members of the Board of Directors shall be ex–officio members of the Legislative Committee.
(d) Each committee chair shall be required to submit a written report to the Board of Directors at its next regular meeting.
(e) All members of committees shall have voting rights only at committee level.
(f)  The term of the chair and members of the committees shall end with the election of new Board of Directors.
(g) No action by any committee shall be binding on the Association without the expressed approval of the Board of Directors.
(h) Should a committee member become disassociated from the active member during the person’s term of office, the Board of Directors shall appoint a successor.

ARTICLE VII - Areas

Section 1 - For all purposes of election and such other purposes as may be convenient, the State shall be divided into six areas.

(a) Area 1 shall consist of the following fairs: Clatsop, Columbia, Lincoln, Polk, Tillamook, Washington, Yamhill.
(b) Area II shall consist of the following fairs: Benton, Clackamas, Lane, Linn, Marion, Multnomah, Oregon State Fair.
(c) Area III shall consist of the following fairs: Crook, Deschutes, Hood River, Jefferson, Sherman, Wasco, Wheeler.
(d) Area IV shall consist of the following fairs: Gilliam, Morrow, Umatilla, Union, Wallowa.
(e) Area V shall consist of the following fairs: Coos, Curry, Douglas, Jackson, Josephine, Klamath.
(f)  Area VI shall consist of the following fairs: Baker, Grant, Harney, Lake, Malheur.

 

ARTICLE VIII - Policies and Procedures

 

The current Policies and Procedures of the OFA Board may be amended, repealed, or added to upon motion made in writing for that purpose by any member of the Board. Any such motion shall not be voted upon until the next regularly scheduled meeting after it has been formally presented to the Board in writing.

 

ARTICLE IX - Parliamentary Authority

 

The rules contained in the current edition of Roberts Rules of Order Newly Revised latest edition shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws,  Articles of Incorporation and any special rules of order OFA has adopted.

 

ARTICLE VIII - Amendments

 

These Bylaws may be amended by a 2/3 vote of qualified voting members at the Annual Business Meeting provided that notice is given, in writing, of the proposed amendment, time and place of meeting.  Said notice shall be given 45 days prior to the meeting date.  Bylaw amendments become effective at the close of said meeting.

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