SAS Incorporation under AHOA_000195.pdf
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Constitution and By-laws of the Shannonville Agricultural Society

Updated Jan. 18, 2023


Article 1: Name

The name of the society shall be the “Shannonville Agricultural Society “henceforth referred to herein as the “Society” or “SAS”.


Article 2: Authority

The SAS is organized under the authority of the Agricultural and Horticultural Organization Act and the Corporations Act of the Province of Ontario, and all Articles of these by-laws shall be read to conform to the said Agricultural and Horticultural Organizations Act and the Corporations Act.


Article 3: Purposes

The purpose of the SAS shall be in accordance with the objects as stated in the Agricultural and Horticultural Act which reads as follows:

The objects of an agricultural society are to encourage an awareness of agriculture and to promote improvements in the quality of like of persons living in an agricultural community by,

*researching the needs of the agricultural community and developing programs to meet those needs

*holding agricultural exhibitions featuring competitions for which prizes may be awarded

*promoting the conservation of natural resources

*encouraging the beautification of the agricultural community

*supporting and providing facilities to encourage activities intended to enrich rural life

*may conduct or promote horse races when authorized to do so by a by-law of the society

*encourage all agricultural societies to include all members of their membership in activities



Article 4: Head office

The head office of the SAS shall be located in the Township of Tyendinaga in the Province of Ontario and at such a place therein as determined from time to time by the board of Directors of the SAS.


Article 5: Membership

1         Every person shall be entitled to be a member of the SAS by paying the annual fee of the society but no person under the age of 18 is eligible to vote at meetings of the Society.

2         A firm or incorporated Company may become a member by payment of the regular fee, but the name of one person only in any one year may be entered as the representative or agent of such Firm or Company and that person only shall exercise the privileges of the membership in the SAS.

3         There shall be an annual membership fee as shall be determined from time to time by the Board of Directors.

4         Associate Membership- Associate membership is open to those who do not meet all the requirements for full memberships but nevertheless declare an intention to pursue the stated purpose of the Society, Associate members shall not have voting rights or be eligible to serve as officers of the Society.

5         Privileges of Membership-a Member or Associate Member shall be entitled to participate in the activities of the Society as shall be defined by the Board of Directors each year but only full Members may vote or hold office in the SAS. All Board members is Directors.


Article 6: Directors 

1         The Board of Directors is to be made up of full members of the SAS as voted on or volunteered for by  the members of the Society for a term as to be decided at each annual meeting.

2    6 Directors of the Board and or members shall constitute a quorum.

3    A meeting of the Board of Directors shall be called by the Secretary upon the direction of the  

      President , or in the Presidents absence , the Vice Presidents or by any 3 members of the Board of

      Directors by notifying all members of the Board of Directors in at least 7 days prior to the time and

      day fixed for such meeting, provided however that a meeting of the Board may be held immediately

      following any annual , regular or special meeting of the SAS without notice and may also be held at

      such time, date and place as established a meeting of the Board of Directors and with out further

      notice thereof.


     Notice of the next following Directors meeting shall be sufficiently given if the time, date and place

     thereof is announced by the chairman of the meeting prior to the adjournment of any meeting of the

     Board of Directors. No errors or omission in giving notice of any meeting of the Board of Directors or   

     any adjourned meeting thereof shall invalidate such meeting or make void any proceedings taken   

     threat and any Director may at any time waive notice of any such meeting and may ratify, approve

     and confirm any or all proceedings taken or had threat.


4    addition to other specific duties and powers assigned elsewhere in these by-laws and in the

      governing Acts the Board shall:

A   Take the initiative in preparing general policies and actions for consideration and possible adoption  

      by the membership. At least one meetings notice must be given for any major change in by-laws,  

      policy or actions to be considered by the Board before a vote is called on the issue. Voting on any

      such issue will occur at the next scheduled meeting.


B   Put into place all policies and actions considered by the Board to be in the best interests of the

     Society and in keeping with its objectives.


C   Have power to enter into contracts in the name of the Society in keeping with the objectives of the



D  Be responsible for the management of the affairs of the Society between meetings of the members.


5         In the event of a vacancy occurring on the Board by the death, disability or resignation of any officer or director or otherwise, the remaining members of the Board shall have the power to appoint any member of the Society to fill such a vacancy provided that when there or vacancies occur at the same time a special general meeting of the Society shall be called and directors elected or volunteer to fill the vacancies.


6         The Board may establish committees and sub committees from time to time in order to conduct its business more effectively. All such committees shall be accountable to the Board of Directors. The terms of reference for all committees shall include the following: 

The status of the committee (standing or ad hoc) B the type of committee (discussion, working, task force etc.)



Article 7: Officers

The President shall be the Chief Executive Officer of the board of the SAS. He shall preside at all the meetings of the Society and the Board of Directors. He shall have the general and active management of affairs of the Society and shall see that all orders and resolutions of the Board of Directors are carried into effect.

The 1st Vice President shall in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed on him by the Board of Directors.

The 2nd Vice President shall in the absence or disability of the 1st Vice President perform the duties and exercise the powers of the 1st Vice President and shall perform such other duties as shall from time to time be imposed upon him by the Board of Directors.


The Secretary of a Society shall:

A:  Attend all meetings of the Society and keep true minutes thereof.

B:  Conduct the correspondence of the SAS

C:  Keep a record of.. I:   all business transactions of the SAS

                                     II:   all resolutions passed by the SAS

                                    III:  all amendments to the by-laws of the SAS

                                    IV:  a list of the members of the Society and their addresses, email

                                     V:  a list of the names and addresses, email of the persons to whom prize money is  

                                           paid and the amounts paid to each person

                                   VI:   all reports of committees that may from time to time be appointed by the SAS

D:  the Secretary shall give or cause to be given notice of all meetings of the members and of the Board

      of  Directors and shall perform such other duties as may be prescribed by the Board of Directors


E:  if the Secretary is not present, one will be appointed from the members present for that meeting


The Treasurer of a Society shall

I:    receive all monies paid to the SAS and deposit them to the credit of the SAS in a chartered bank as   

      the Society may by resolution direct


II:   keep the securities of the SAS in safe conduct

III:  keep or cause to be kept proper books of account or make or cause to be made entries of all receipts

       and expenditures of the SAS


IV:  prepare the annual financial statements of the SAS

V:   prepare reports showing the financial position of the SAS as the officers from time to time direct

VI: disburse the funds of the SAS as may be directed by the proper authority and ensure there are two

      appointed signers on all cheques


The Treasurer shall also perform such other duties as may from time to time be directed by the Board of Directors.

Article 8: Meetings

The Annual General Meeting will be held at the 1’st meeting held in January at a time and place designated by the Board unless otherwise notified.

At least 2 weeks notice of every Annual General Meeting shall be given by various publications and notices including social media such as Facebook, Twitter, web site.

Six members/directors shall be considered quorum for voting at any meeting.

Proxies are not permitted at any Annual General Meeting.


Electronic Communications: Participation by electronic communications can occur so long as such participation permits all attendees to communicate adequately with each other during the meeting.


At the Annual General Meeting

A   All positions will be declared open and voted on, the executive board consisting of President, 1st

     Vice, 2nd Vice, Secretary, Treasurer.


B   the President shall present a report of the activities and accomplishments of the SAS since the

     last Annual meeting


C   A detailed statement of the receipts and expenditures since the last Annual meeting and a

     statement of assets and liabilities of the Society certified by the Auditors (appointed at the

     December general meeting the year before) shall be presented to the members and Board.


Special General Meetings

On petition of a majority of members of the Society, the Secretary and in the Secretary’s absence the President or 1st Vice shall call a Special General Meeting for the transaction of business mentioned in the petition.

A Special General Meeting can be called to deal with extra duties associated with the Society and its business, only full members or directors are entitled to vote.

Any motions to make major changes to governance or Fair program will be discussed and tabled to next meeting.



Article 9: Finances

The fiscal year of the Society shall be from Dec. 1 to Nov. 30.

All expenditures for items in excess of $250 that are not included in budget for the current fiscal year shall require approval by a motion passed at a general or Board of Directors meeting

Cheques to disburse funds of the Society shall bear the signature of the 3 following executive Treasurer and any other 2 appointed members.

The financial records of the Society shall be audited by a qualified accountant (or by at least 2 members of the Society or other qualified person) appointed each Dec

Renumeration - no officer, director or member of the Society except the Secretary, Treasurer shall receive any renumeration for carrying out their duties as officer, director or member. Traveling and living expenses may be allowed any officer, director or member while engaged in duties on behalf of the Society and the Board may fix such renumeration and traveling and living expenses which shall be payable out of the funds of the Society

The financial accounts and other books of the Society shall be made available for inspection by members reasonable request


Article 10: Rules of Order

Roberts rules of Order shall govern the Society in all matters not covered by these by-laws


Article 11: Change in Constitution and By-Laws

By-laws of the Society may be made and or adopted, amended or repealed by the Board of Directors providing such adoption, amendment or repeal is confirmed at an annual meeting of the members/directors of the Society or at a Special Meeting of which proper notice has been given

All regulations as set forth in the Agricultural and Horticultural Organizations Act or any successor legislation shall become part of these by-laws and where such regulations are contrary to these by-laws or another by-law of the Society, the said regulations shall take precedence


Article 12: Rule and Regulations

The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Society as the Board deems expedient provided that such rules and regulations shall have force and effect only until the next Annual general meeting of the members of the Society when they shall be confirmed and failing such confirmation at such annual meeting shall cease to have any force and effect.


Article 13: Conflict of Interest

Any Director or Member who is in any way directly or indirectly interested in a proposed contract, tender, proposal, business arrangement, or any like transaction of any kind whatsoever, with SAS shall make full disclosure the nature of the conflict at the first possible instance to the other members of the Board.    When a Conflict of Interest is present, the person with the Conflict will have no vote on the matter.


Article 14: Dissolution

Should the Shannonville Agricultural Society decide to dissolve their Society, SAS would be compelled to follow the Agricultural and Horticultural Organizations Act.   R.S.O 1990, CHAPTERR A.9, s. 18 (2).



In these by-laws and in all other by-laws of the Society hereafter passed unless the context otherwise requires, words importing the singular number of the masculine gender shall include the plural number or the feminine gender as the case may be and vice versa and references to persons shall include firms and corporations.


Amended Constitution and By- Laws approved at the Annual General Meeting

Of the Shannonville Agricultural Society


On Jan. 18, 2023.