ARTICLE ISECTION 1:The purpose of this corporation shall be to provide and maintain a home for members of the Goshen Country Fair, Inc., for meetings, and to promote patriotic, civic, fraternal, educational, social, and athletic activities for those people interested in the Goshen Fire Company, which shall be subsidized by the payment of dues, donations, fines, bequests, devises, and assessments, and to own, lease hold, buy, sell, mortgage, encumber, inherit, construct or in any lawful manner deal in real or personal property, and to accomplish any other acts and deeds reasonably incident to the furtherance of said purpose, and that this is a corporation which does not contemplate pecuniary gain or profit, incident or otherwise, to its members. ARTICLE IISECTION 1:If at any time it is necessary or desirable to dissolve this corporation, then at the time of such dissolution, any property of whatever kind this corporation may have any title or interest in, shall be immediately and unconditionally transferred to the Goshen Fire Company, a non-profit corporation. ARTICLE III - MEMBERSHIPSECTION 1:Membership shall be divided into two classes, Voting Members, and non-voting members: - Voting Members – to be eligible for membership as Voting Members, a person must be:
- Eighteen (18) years of age
- Express a willingness to promote the welfare of the Goshen Country Fair, Incorporated
- Be approved by a majority of the Board of Directors of the corporation
- Non-Voting members – to be eligible for membership as a non-voting member, a person must:
- Express a willingness to promote the welfare of the Goshen Country Fair, Incorporated
- Be approved by a majority of the Board of Directors of the corporation
Proposed changes In Number 1; delete the word voting and to be eligible for membership as Voting Members, a person must be;
Delete 1./1.
Add number 3: To be eligible to vote, a member must be 18 years of age and have attended three or more meetings during the previous 12 months beginning with the January 2010 meeting. Delete all of numbeer 2 SECTION 2: Any member of the corporation shall be subject to suspension or expulsion from membership when, for any reason, the membership deems his character or conduct as not meeting the standards or best interests of the corporation. Prior to such suspension or expulsion, the Board of Directors shall notify the member in writing by mail at his last known address, of its intention to consider his suspension or expulsion at a particular meeting of the Board, and said member shall have the right to be heard by said Directors at the meeting so designated. SECTION 3:In the event that a majority of the Board present and voting, recommends suspension or expulsion, such recommendation shall be presented at the next regular general meeting or special general meeting called to consider such recommendation for action by the membership. Action by the members at such meeting shall be by majority vote of those Voting Members present and voting. ARTICLE IV - OFFICERSSECTION 1:There shall be a Board of Directors consisting of nine members of the corporation. Said Board shall at all times be those same persons who constitute the Board of Trustees of the Goshen Fire Company.
The Board of Directors shall meet at least once each month and shall have full charge of and authority over the affairs of the corporation, but shall have no authority to buy, sell, or mortgage any real property of the corporation without consent of two-thirds of the Voting Members of the corporation present and voting at a regular general meeting or special general meeting called for the purpose of obtaining such consent, notice of the special meeting shall indicate the purpose of such a meeting. Proposed changes: After constitute on the second line add "the elected"
On the first line of the second paragraph change month to "quarter"
On the same line delete 'have full charge of and authority over" and add "oversee"
Line two after corporation add "in an advisory capacity" SECTION 2:A quorum of the Board for any meeting shall be five members. SECTION 3:A Chairman of the Board of Directors shall be appointed by and from the members of the Board annually at the March meeting of said Board. The Chairman so appointed shall preside at all meetings of the Board of Directors and shall be ex-officio a member of all committees of the corporation. Upon the death or resignation of the said Chairman, the Board shall appoint a replacement from among its membership, who shall serve as Chairman until the next March meeting. SECTION 4:A secretary of the Board of Directors shall be appointed by said Board from among the members of the corporation, annually, at the March meeting of said Board. The Secretary of the Board shall handle all correspondence of the Board of Directors, keep an accurate record of all business transacted at all meetings of said Board; send out notices of any special meetings of the Board as hereinafter provided. He shall turn over to his successor all books, records, and papers of the corporation. SECTION 5:A treasurer of the corporation shall be appointed by the Board of Directors from the membership of the corporation, annually at the March meeting of said Board.
It shall be the duty of the treasurer to keep an accurate record of the finances of the corporation in books provided for that purpose. He shall receive all monies paid to the corporation, giving receipts for the same; issue checks in payment of obligations of the corporation upon authorization of such payments by the Board of Directors of the corporation. The Treasurer shall be bonded in such amount and with such surety as the Board of Directors shall designate.
The treasurer shall immediately deliver to his successor all books, records, and papers of the corporation in his possession. In paragraph two following He shall receive all monies paid to the comporation delete "giving redeipts for the same" SECTION 6:The President of the corporation shall be elected, as hereinafter provided, annually from the Voting Membership of the corporation at the September meeting of the members of the corporation. The President shall have authority to act in the name of the corporation in the conduct of the business and affairs of the corporation; preside at all regular and special general meetings of the corporation; be ex-officio a member of all committees of the corporation; he shall have authority to act as Chairman of the Goshen Country Fair or to appoint such Chairman from among the members of the corporation. The Chairman of the Goshen Country Fair shall, on all matters of policy in the operation of said fair, consult with the Board of Directors of the corporation. Change or to appoint such Chairman to "or may appoint an operating officer" etc. SECTION 7:The Vice-President of the corporation shall be elected annually as hereinafter provided from the Voting Membership of the corporation at the September meeting of the members of the corporation. The Vice-President shall act and preside in the absence of the President. The Vice-President shall immediately assume the office of President upon the death or resignation of the President. SECTION 8:The Secretary of the corporation shall be elected annually from the membership of the corporation as hereinafter provided, at the September meeting of the members of the corporation. It shall be the duty of the Secretary of the corporation to handle all correspondence of the corporation; keep a complete record of all business transacted at all regular and special general meetings. He shall give notice of all special general meetings. He shall keep an accurate role of the members of the corporation, which role shall reflect those who are Voting Members and those who are non-voting members and shall notify newly elected members within ten (10) days after election to membership in the corporation. He shall place the names of all committees on the bulletin board in the Goshen fire house immediately after the appointment of such committees. The Secretary shall immediately deliver to his successor, all books, records, and papers of the corporation. ARTICLE V - ELECTIONSSECTION 1:The election of the President, Vice-President, and Secretary of the corporation shall be by majority vote of the Voting Members of the corporation present and voting at the September meeting of the members of the corporation. The terms of the President, Vice-President, and Secretary shall be for one year, except that, at the first regular meeting of the members of the corporation, a President, Vice-President, and Secretary shall be elected by majority vote of those Voting Members present and voting, to serve until the regular September meeting of the members of the corporation in 1972. SECTION 2:In all elections, at least two candidates shall be nominated for each office. Elections shall be by secret ballot. SECTION 3:At the September meeting of the members of the corporation the first order of business shall be the nomination of candidates for the office of President. The balloting shall follow immediately after the close of nominations. The next order of business shall be the nomination of candidates for the office of Vice-President. The balloting shall follow immediately after the close of nominations. Candidates elected shall take office immediately following adjournment of the meeting at which they were elected. SECTION 4:The Board of Directors shall have the authority to fill a vacancy in the office of Vice-President but shall not have authority to fill a vacancy in the office of President unless the office of Vice-President is also vacant at the time of the vacancy in the office of President. ARTICLE VI – DUESSECTION 1:The annual dues for members of the corporation shall be that amount which the Board of Directors shall designate. SECTION 2:Annual dues shall be payable at the time of the January meeting of the members of the corporation. A member whose dues have not been paid by July 1st of any year shall be in arrears and shall be considered a member not in good standing, not entitled to vote at any meeting of the corporation nor hold any office in said corporation. A member, whose dues are in arrears for a period of one year from the date of the January meeting of the members of the corporation, shall automatically lose his membership in the corporation but may reapply for such membership. SECTION 3:All Voting Members must be members in good standing to vote at any meeting of the corporation or to hold any office in the corporation. ARTICLE VII - MEETINGSSECTION 1:The Board of Directors shall meet at least once each month at such time and place as may be set by said Board. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board and shall be called by him upon written request of five members of the Board of Directors. The Secretary of the Board shall mail written notice of any special meeting of said Board to all members of the Board at their last known addresses at least 48 hours prior to such special meeting, setting forth the time and place of such meeting. Change month in the first line to "quarter" SECTION 2:Meetings of the members of the corporation shall take place on the third Wednesdays of the months of September, January, April, May, and June at the Goshen fire house. At all regular general meetings of the corporation, the Board of Directors shall present a full report of the activities of the corporation since the last regular general meeting and shall render a financial report as of the date of such general meeting. Change April to March so regular meetings will be held January, March, May and June. SECTION 3:A special meeting of the members of the corporation may be called by the President at any time and shall be called by him upon written request of 25 Voting Members of the corporation in good standing. Change the number of voting members from 25 to "15".
Add "A special meeting of the general membership may be called by majority vote of the members of the corporation present and voting at any regular meeting". SECTION 4:The secretary of the corporation shall mail notice in writing of any special general meeting, to all Voting Members of the corporation in good standing, at least 48 hours prior to such special meeting, to the last known address of such members, stating the time, place, and purpose of such special meeting. Change shall mail notice in writting to "notify members of the corporation in good standing by telephone, e-mail or street mail." SECTION 5: A quorum for any meeting of the members of the corporation shall be nine Voting Members in good standing. ARTICLE VIIISECTION 1:These bylaws cannot be altered or amended unless the proposed alteration of amendment be presented in writing, signed by 15 Voting Members in good standing at a regular meeting of the members. The proposal shall be read at the said meeting and action postponed until the next regular general meeting. During the time between meetings, the proposal shall be posted on the bulletin board of the Goshen fire house. Adoption of such proposal shall require assent of two-thirds of the Voting Members present and voting except that, any proposal which restricts the authority of the Board of Directors of the corporation, or changes the method of determining membership of such board, shall require unanimous consent of those members present and voting. Change 15 Voting members to "5" Voting Members. The attached bylaws of Goshen Country Fair, Inc., as amended, were approved unanimously by the members of the corporation held on June 21, 1972, at the Goshen Fire House.
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