| CONSTITUTION AND BY-LAWS OF THE
ARKANSAS FAIR MANAGERS ASSOCIATION
REVISED JANUARY 2015
ARTICLE 1: NAME AND LOCATION
SECTION 1: The name of the organization is the Arkansas Fair Managers
SECTION 2: The location of the principal office of the Association shall be
determined by the Board of Directors of the Association.
ARTICLE 2: PURPOSE
The objective and purpose of this voluntary, non-profit, educational organization
shall be to promote and encourage all of the purposes for which county, district
and state livestock shows and fairs are organized and operated and to disseminate
information of advantage to its members and to hold an annual educationally
oriented convention and special meetings.
ARTICLE 3: MEMBERSHIP
SECTION 1: There shall be two (2) types of membership as follows:
active and associate.
SECTION 2: Active membership shall consist of county, district and
State fairs that are paid-up members of the Arkansas Fair
SECTION 3: Associate members who have paid their current membership
dues shall be considered as honorary members and shall not
be entitled to vote on Association matters.
SECTION 4: Active and associate members shall be admitted to the
Association upon review of the Executive Secretary and
approval by the Board at the earliest possible time.
SECTION 5: All active and associate memberships shall be recorded in the
roster of the Arkansas Fair Managers Association.
|ARTICLE 4: DUES
SECTION 1: The annual dues of the Association shall be as follows:
(A) Active membership dues shall be based on a percentage
of the state premium funds received by the member fair, with
the percentage to be determined annually by the Board of
(B) Associate membership dues shall be established annually
by the Board of Directors.
(C) Any fair that fails to pay dues and therefore is dropped from
The Association Membership for a period of one year or more,
will be required to pay one preceding year and the current year
dues before reinstatement. If necessary, a payment plan may be
agreed upon, at that time, with the present Board of Directors at
ARTICLE 5: DIRECTORS
SECTION 1: The business and property of the association shall be managed by the
Board of Directors consisting of 12 voting members. Ten (10) voting members of the Board
of Directors shall be elected from the active membership of the Association. To be eligible
for election to the Board of Directors, a candidate must be an active voting member of
his/her fair board and maintain this status during the term or terms of the candidate. Board
members who lose this status during their term will relinquish the remainder of their term
and their successor will be elected at the next Annual Meeting. Two (2) voting associate
members shall be selected from associate membership.
SECTION 2: It shall be the responsibility of the Board of directors of the AFMA
to employ an Executive secretary and thereby outlining the
positions, responsibilities and duties so the highest and best results
can be obtained from the said Executive Secretary. The general
duties, to be further outlined, shall be to administer the day to day
operations of the association under the direction of the Board of
Directors with the direct supervision of the President of the Board.
Compensation for the position and all expenses of the Association
|ARTICLE 5: DIRECTORS, Section 2, continued
shall be set and approved by the Board of Directors. The Executive
Secretary shall be chosen from resumes submitted from members
in good standing of the Arkansas Fair Managers Association. The terms
of the ten (10) voting board members shall be staggered so that two(2)
voting board members shall be elected annually at the Association’s
annual meeting. At the 1994 annual meeting a full slate of ten (10)
directors shall be elected, with two (2) directors being elected for a
five (5) year term, two (2) directors being elected for a four (4) year term,
two (2) directors being elected for a three (3) year term, two (2) directors being elected
for a two (2) year term, and two (2) directors being elected for a one (1) year term. In the
event that any of the ten (10) voting Board members who are serving at the time of the
1994 elections wish to run for re-election to the Board of Directors, then those directors
who have served the longest during their current tenures shall run for the short term
positions, and those directors who have served the least amount of time in their current
tenures shall run for the longest positions. Thereafter, with the 1995 elections, two (2)
voting directors will be elected each year to a term of five (5) years. Voting Active
Membership Directors shall serve no more than two (2) terms or a total of ten (10) years.
SECTION 3: Two (2) voting associate members shall be selected from Associate
Membership. The two Associate board members shall be elected by the
membership and shall serve for the term of two (2) years. Voting
Associate Membership Directors shall serve no more than five (5) terms
or a total of ten (10) years.
ARTICLE 6: OFFICERS
SECTION 1: The officers of the Association shall consist of the President, First
President, Second Vice-President, and Third Vice-President. The
officers of the association shall be elected annually by the Board of
among the active members of the Board of directors and shall serve for a
term of one (1) year, and until their successors are duly elected. No
person shall ever serve more than two (2) terms as president and never
serve consecutive terms as president. Immediately following the election
of directors at each annual meeting, the Board of Directors shall meet
and elect the officers of the Association.
SECTION 2: The President of the Association shall be the Chairman of the
Board of directors and shall preside over all meetings of the Board
of Directors and all meetings of the Association. The President
shall also be an ex-officio member of all committees.
|ARTICLE 6: OFFICERS, continued
SECTION 3: The Vice-President of the Association shall, in order of succession,
perform the duties and exercise the powers of the President during
the absence or disability of the President, resignation or removal
of the President. In the event of the death of the President, the
Vice-Presidents shall, in order of succession, serve as President
until a new President has been elected.
SECTION 4: The Executive Secretary or Director of the Association shall record
and maintain minutes of the meetings of the association and of the
Board of Directors and shall make and keep all other records and
reports. The Executive Secretary or Director shall keep the books
of accounts for the funds of the Association, which shall be subject
to withdrawal upon the signature of the Executive Secretary or
Director and/or his designee, whose signature shall be duly
certified to the depositories of the Association. The Executive
Secretary or director shall also be responsible for the proper
reporting to any governmental agencies and to the Directors of the
Association for the funds received and paid out, including the
responsibility to submit a financial report to the Board of Directors
at each regular and annual Director’s meeting. The Executive
Secretary or director shall also be bonded.
SECTION 5: If the immediate past President rotates off the Board, he/she shall be
an honorary member of the Board of Directors for a term of one
(1) year, and he/she shall have no vote in Association matters.
SECTION 6: The Board of Directors shall also have one honorary member who
shall serve as Chaplain of the association. The Chaplain shall be
appointed annually by the Board of Directors and shall serve for a
term of one (1) year, and until his/her successor is duly appointed.
The Chaplain shall have no vote in Association matters.
SECTION 7: The membership of the Association may from time to time elect
one or more Director Emeritus. The position of Director Emeritus
shall be an honorary position to be bestowed in recognition of
service to the Association. The Directors Emeritus shall have no
vote in Association matters.
SECTION 8: The Board of directors shall meet annually during the annual
meeting of the association, immediately following the election
of directors. The Board of Directors shall meet at such other times
and places as may be necessary throughout the year. Meetings of
the Board of Directors may be called by the President or by a
majority of the active Board members. Seven (7) active voting
|ARTICLE 6: OFFICERS, Section 8, continued
Directors shall constitute a quorum as any regular or special
meeting of the Board of Directors, and action may be taken by a
majority vote of the quorum present. No proxy shall be accepted
at any Director’s meeting.
SECTION 9: Notice of all special meetings of the Board of Directors shall be
given by the Executive Secretary not less than ten (10) days prior
to the date scheduled for the special meeting. Notice shall be
given by United States mail, postage prepaid, addressed to the
last known address of the board members and posted not less than
ten (10) days prior to the meeting.
SECTION 10: Any Director may be removed by the affirmative vote of at least
eight (8) Directors at any regular or special meeting of the Board
of Directors for the conduct detrimental to the interest of the
Association or lack of support for and participation in the
Association’s objectives, or for such other good cause as the
Directors may determine.
SECTION 11: Dismissal of Board members for missing three (3) consecutive
meetings: after a Director has missed three (3) consecutive
meetings, a letter will be sent to the board member by certified
mail, return receipt requested, stating, “Board records indicate
that you have been absent for three (3) consecutive meetings.
Unless you contact the administrative offices before the next
regular meeting, we will assume you wish to resign your position
as Director of the Association, and your position will be declared
vacant at the next regular or special meeting.” After removal of a
Director, the Board of Directors shall proceed to fill the vacancy
thereby created, and the Director filling the vacancy shall serve
until the next annual Association meeting, at which time a new
Director shall be elected by the Association membership to fill the
ARTICLE 7: ASSOCIATION MEETINGS
SECTION 1: The Association shall meet annually at a place and time designated
by the Board of Directors.
SECTION 2: Special meeting of the Association may be called by the President
or by the Board of Directors.
SECTION 3: The Executive Secretary shall mail a notice of the place and time
|ARTICLE 7: ASSOCIATION MEETINGS, Section 3, continued
of the annual meeting and any special meeting to each member
fair association and each associate member at least thirty (30) days
prior to the meeting. The notice of any special meeting shall
also contain a description of the purpose or purposes for which
the meeting is called. Twenty-five (25) active member fair
associations represented at any meeting shall constitute a quorum,
and a majority vote of the quorum present shall be required in
order to take action on any matter before the association.
Associate members shall not be counted in determining a quorum.
SECTION 4: Voting at any Association meeting shall be done by either voice
vote or ballot. Each active member fair association represented
at any meeting shall have one vote. Associate members shall have
no vote. No proxy shall be accepted at any Association meeting.
ARTICLE 8: COMMITTEES
SECTION 1: The Board of Directors shall have the authority to create standing
committees from time to time as deemed necessary. The
President of the Association shall have authority to create such
other special committees, and appoint the members thereof, as
the President may deem necessary from time to time. Provided,
however, that said special committees be approved by the Board
SECTION 2: The President of the Association, immediately after his election
by the Board of Directors, shall appoint the members of all
standing committees. Members of standing committees shall
serve for a term of one (1) year and until their successors are
duly appointed. Members of special committees shall serve until
purpose of the special committee has been accomplished and the
committee has been discharged by the President.
SECTION 3: The President of the Association shall have the authority to dismiss
and/or replace committee members as deemed necessary.
ARTICLE 9: FISCAL YEAR
SECTION 1: The fiscal year of the Association shall end on June 30.
|ARTICLE 10: PROCEDURE
SECTION 1: Robert’s Rules of Order shall govern all questions of procedure
at meetings of the Association, the Board of Directors, the
Officers, and the standing and special committees.
ARTICLE 11: AMENDMENTS
SECTION 1: These By-laws may be amended by a two-thirds vote of the active
member fair associations represented at any annual meeting of the
Association, provided a quorum is present, and further provided
that a notice of and a copy of the proposed amendment (s) have
been mailed to each active member fair association at least thirty
(30) days prior to the meeting.
NOTE: It is proposed by the committee that the revisions in the By-laws be
brought to the floor at the first general meeting. If they are
become effective immediately.
ARTICLE 12: SCHOLARSHIP FUNDS
SECTION 1: The AFMA shall establish a scholarship program for the benefit
of the young people in the fair business in this State of Arkansas.
This scholarship fund is to be totally funded by donations and by
auction funds. This program is to be totally self-sufficient and to
be governed by the Board of Directors and a scholarship committee.
SECTION 2: In the event of the Association disbanding, the AFMA scholarship
fund would be administered by the Arkansas Livestock and Poultry
Commission to distribute the scholarship funds to Arkansas
schools of higher learning, with two years or more course of study.
SECTION 3: The Associate Members of the AFMA shall establish a scholarship
program for the benefit of the young people who have an interest in
the entertainment aspect of the fair business. This scholarship fund
is to be totally funded by donations, auction funds, and other activities.
This program is to be totally self-sufficient and to be governed by the
Board of Directors and an Associate Scholarship Committee.
SECTION 4: In the event of the Association disbanding, the AFMA Associate
Scholarship Fund would be administered by the Hot Springs Showman’s
Club Scholarship Program to distribute the funds to schools of higher
learning, with two years or more course of study.