ARTICLES OF INCORPORATION BLACKFORD COUNTY 4-H FAIR & OPEN FAIR, INC.

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1 Articles of Incorporation November 2014 By-laws September 2014 ARTICLES OF INCORPORATION BLACKFORD COUNTY 4-H FAIR & OPEN FAIR, INC. ARTICLE I - NAME The name of this corporation shall be Blackford County 4-H & Open Fair, Inc. ARTICLE II - PURPOSES The purposes for which it is formed are as follows: a. To promote and encourage, by educational and scientific means, the improvement of agriculture in Blackford County, Indiana. b. To promote and encourage by educational and scientific means, the improvement of 4-H Clubs and 4-H Club work in Blackford County, Indiana. c. To conduct, for educational and scientific purposes, a 4-H and open class fair, with educational and scientific exhibits, annually, or as often as the Board of Directors may determine, in Blackford County, Indiana. d. To own, lease, mortgage, pledge, sell, convey and transfer any and all kinds of property, real and personal, tangible and intangible, consistently with the foregoing purposes. e. To do all other acts and things necessary, convenient and expedient to carry out the foregoing purposes. ARTICLE III - PERIOD OF EXISTENCE The period during which it is to continue as a corporation is perpetually. ARTICLE IV - OFFICE ADDRESS OF CORPORATION The post office address of its principal office is Purdue Cooperative Extension Service, 119 N High St., Hartford City, IN ARTICLE V - RESIDENT DIRECTOR The name of its resident director is the current County Extension Director. ARTICLE VI - RESIDENT DIRECTOR'S OFFICE The post office address of its resident director is Purdue Cooperative Extension Service, County Extension Director, 119 N High St, Hartford City, IN ARTICLE VII - MEMBERSHIP If the memberships are to be divided into classes, the designations of the different classes, and statement of the relative rights, preferences, limitations and restrictions of each class, together with a statement as to the voting rights of any such class shall be as follows: CLASS A: Class A members shall be any person, 18 years or older and not currently participating as a 4-H member who annually completes and returns to the Extension Office their membership form and $2.00 membership fee. They shall demonstrate an active, positive interest in the Blackford county 4-H program. They shall abide by the Adult Behavioral Expectations (4-H 785), which promote the well being of youth for adults who work with 4-H/Youth development programs in Indiana. Dues shall be paid by October 1 of each year and will expire September 30 of the following year. CLASS B: There shall be four Class B members, who shall be members of Blackford County Extension Homemakers. The Blackford County Extension Homemaker Council shall annually appoint Class B members for one-year terms, which will expire at the conclusion of the annual meeting. CLASS C: There shall be two Class C members -- one appointed by the Montpelier Chamber of Commerce 1

2 and one appointed by the Hartford City Chamber of Commerce. These appointments shall be for one-year terms, which will expire at the conclusion of the annual meeting. CLASS D: There shall be four Class D members. The Blackford County Junior Leader 4-H Club shall elect them annually to the Association. Each member of each class shall be entitled to one vote at any annual or special meeting of the membership. ARTICLE VIII - NUMBER OF DIRECTORS The number of directors of this corporation shall be a minimum of twenty-five (25) with a maximum of thirtyfive (35). ARTICLE IX - NAMES OF FIRST BOARD The names and addresses of the first board of directors are as follows: (Names omitted) ARTICLE X - NAMES OF INCORPORATORS The names and post office addresses of the incorporators are as follows: (Names omitted) ARTICLE XI - PROPERTY VALUE A statement of the property and an estimate of the value thereof, to be taken over by this corporation at or upon its incorporation: Three thousand six hundred forty-three dollars and ninety-nine cents in cash. ARTICLE XII PARLIAMENTARY AUTHORITY In all matters not covered by the constitution and by-laws, this Association and the Fairboard of Directors shall be governed by the Robert s Rules of Order. ARTICLE XIII - REGULATIONS & RESTRICTIONS Any other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of this corporation, and creating, defining, limiting or regulating the powers of this corporation, of the directors or of the members of any class or classes of members: 1. The Board of Directors shall consist of: a. Eighteen directors, who shall be Class A members of the corporation, shall be elected by vote of all the members of the corporation at the annual meetings in the following manner: At each annual meeting, six director shall be elected for a term of three years commencing at the date of such annual meeting; so that there shall be at all times, and the terms of such directors shall be so staggered that six terms expire at the date of each annual meeting. All present directors shall continue to serve the terms for which they have been elected. b. Four directors, who shall be Class B members, one of who shall be a resident Blackford County, Indiana shall be appointed by the Extension Homemaker County President with approval of the Extension Homemaker Council for terms of one year commencing with such annual meeting. c. The Class C members appointed by the Montpelier and Hartford City Chamber of Commerce shall concurrently serve as appointed directors to the Fairboard for one-year terms. Such terms shall commence immediately following the annual meeting. d. The Blackford County Extension Director shall at all times be an ex-officio director of the Fairboard without voting privileges. e. The Presidents of the Blackford County Extension Homemakers and the Blackford County 4-H Council or their appointed representatives shall be an ex-officio director of the Fairboard with voting privileges. f. The Blackford County Junior Leader 4-H Club shall elect four (4) voting representatives to the Fairboard annually. They are not eligible to hold an office. g. Class A directors shall be limited to two elected terms, and will not be eligible for re-election for one 2

3 year. (See i. below) h. Class B and Class C directors shall be limited to a maximum of six consecutive years and will not be eligible for re-election or re-appointment for one year. (See i. below) i. A Fairboard director may serve more than six (6) consecutive years if their membership classification changes. j. At-Large Directors. Must have served as a two-term director previously. At-large directors may be selected from any township. They must show an interest in the 4-H program and the Blackford County 4-H Fair. They are to be elected annually by the Board of Directors. There is no limit to the number of terms an Atlarge Director may serve. At-large Directors will have full voting privileges. They may serve as an officer during their first year as an At-large Director. There may be a maximum of four (4) with a minimum of zero (0) At-large Directors to the Board of Directors. k. Attendance at Meetings Members that miss three(3) consecutive meetings without notification to the Extension Office will be sent a letter regarding their missed meetings. If they do not respond to the letter or attend the next meeting their position on the Fairboard of Directors will be re-appointed. 2. Any vacancy occurring on the Board of Directors caused by a death, resignation or otherwise, shall be filled by a majority vote of the remaining members of the Board, until the next annual meeting of the members. 3. Any proposed sale, lease, mortgage, pledge, or transfer of the 4-H grounds must be approved by the total 4-H fair association membership. Association members shall be notified at least 30 days prior to the meeting. Notices must also appear in the Hartford City and Montpelier newspapers 30 days prior to the meeting. A 2/3 vote of those present shall be required for a change in land use status. 4. The Directors shall elect the officers of this corporation. No one may be an officer who is not a director. Officers shall serve at least one year as a director prior to their election. Officers shall be limited to a maximum of two four consecutive years in any one office. To be elected to an office the Director must currently be on the Board of Directors for a minimum of one year previous to the election. 5. These Articles may be amended at any annual or special meeting to which the membership has had a 15- day notice by mail of meeting date and intent to amend. Amendment of these articles shall require the affirmative vote of 2/3 of those present at said meeting. The Board of Directors shall then make said amendments according to the laws of the State of Indiana. 3

4 BY-LAWS OF THE BLACKFORD COUNTY 4-H FAIR & OPEN FAIR, INC. ARTICLE I - ARTICLES OF INCORPORATION The Articles of Incorporation shall serve as the constitution of this corporation. ARTICLE II - ANNUAL MEMBERSHIP MEETING A. The annual membership meeting shall be held in November for the purpose of electing directors and to consider whatever other business that may be presented. B. Special membership meetings may be called by the president and must be called on demand of 10 directors or on demand of 25 association members. C. Notice of annual and special meetings of the members shall be made at least 15 days prior to meeting date. D. Notice of the annual meeting of members shall also be made through other news media available in the county. E. A quorum shall consist of 10 members. ARTICLE III - SELECTION OF ELECTED DIRECTORS A. NOMINATIONS: 1. Class A Directors: Nominations will be made by a nominating committee appointed by the President. The committee is to be named at the September meeting and submit their report at the October meeting. 2. Class B Directors: The Blackford County Extension Homemaker Council shall elect four club members for a one-year term prior to the annual meeting. 3. Nominations for Class A directors may also be made from the floor. B. ELECTION: Election of Class A directors shall be held at the annual meeting. All classes of membership are entitled to vote. A majority of votes cast by secret ballot shall be necessary for election. ARTICLE IV - DIRECTORS MEETINGS A. Regular board of directors meetings shall be held at such time and place as may be mutually agreed upon during the months of November, December, January, February, March, April, May, June, July, August, September and October. November will be the annual meeting with the election of directors. B. Special Board of Directors meetings may be called by the president and must be called on demand of nine members of the board. These are to be held in accordance with Open Door policies and regulations for Not-for-profit, incorporated organizations. If there is not time for directors to be contacted by mail (i.e. during 4-H Fair), the president or someone appointed by the president will contact all directors either by phone or in person. C. A quorum shall consist of 10 members. ARTICLE V - OFFICERS A. The officers of the corporation shall be a president, vice president, secretary, treasurer and vice- auction treasurer. Their duties are those customary for such offices. B. Officers (president, vice president, secretary, treasurer and auction treasurer) shall be elected annually at the September meeting. Election shall be by secret ballot and majority vote. The newly elected officers will begin their term at the conclusion of the September meeting. C. The term of office shall be for one year or until the next election. 4

5 D. If there is a vacancy in the office of President, the Vice President will immediately fill that office for the completion of the term. If a vacancy of an office (Vice, Secretary, Treasurer and Auction Treasurer) occurs, the Board of Directors will hold an election to fill said position by the second meeting following the vacancy until the next regular election of officers. ARTICLE VI - FINANCES A. The funds of the corporation shall be collected and expended through an annual budget, prepared by the budget committee, which shall be adopted at the November meeting. B. Any expenditure not included in the budget shall require prior approval by the board of directors. ARTICLE VII - COMMITTEES A. At the December meeting following election, the president shall name the following standing committees with the approval of the Board of Directors: Budget Committee, the Audit Committee, and the Constitution & By-Laws Committee. B. Special committees may be named by the president with the approval of the Board of Directors. C. Every committee is subject to the instructions, orders and authority of the corporation and the Board of Directors. Committees shall keep the directors informed of their activities and make any report called for by the president or Board of Directors. D. Committees shall serve until their assignment is completed or until another election of officers is held, whichever occurs first. E. Committee members do not have to be members of the Board of Directors but are to be members of the Association. F. Each committee will have at least one member of the Board of Directors serving on the committee. G. Each committee will elect the chairman for the committee. The chairman does not have to be a Director. ARTICLE VIII - AUDITING COMMITTEE The Audit committee shall examine the books and vouchers of the treasurer and report the results of their examination to the membership following the fiscal year. The committee shall also audit the treasurer's account at such time as a new treasurer is to assume office and make report of it to Board of Directors. ARTICLE IX PRESENTING OF THE BY-LAWS The constitution and by-laws shall be presented to the membership at the first meeting of the Board of Directors following the annual membership meeting (December). ARTICLE X - AMENDMENTS These by-laws except Article I may be amended at any regular meeting of the Board of Directors by affirmative vote of two thirds of the members present with a minimum of 12 affirmative votes required for adoption. 5