Approved at our 2023 annual meeting

Martha’s Vineyard Agricultural Society, Inc.

Vision Statement: Supports the promotion of safe, resilient and sustainable agricultural production, marketing and lifestyle on Martha’s Vineyard.

Mission Statement: The Society, through education, community outreach and collaboration improves and promotes the production, marketing, preservation and enjoyment of agriculture on Martha’s Vineyard including commercial farms, forest products, aquaculture, grazing, personal agriculture, food and ornamental industries.

BYLAWS OF THE MARTHA’S VINEYARD AGRICULTURAL SOCIETY, INC.

Article 1. Name and Principal Office.

The name of this corporation shall be the Martha’s Vineyard Agricultural Society, Inc., hereinafter referred to as the Society. The Society was formerly known as Martha’s Vineyard Agricultural Society and in either case shall be considered one and the same entity. The principal office of the Society shall be at 35 Panhandle Road, West Tisbury, Dukes County, Massachusetts 02575.

Article 2. Purpose.

The object and purpose of the Society shall be to improve, promote and educate in the pursuits of Agriculture, Horticulture, Aquaculture, Conservation of Agricultural Land and Waters, Youth Activities, the Mechanical and Domestic Arts, and related fields, and to encourage the raising and improving of plant and animal stock.

Article 3. Functions.

In addition to the annual Agricultural Fair, the Society shall hold various educational activities, functions and/or events as determined by the Board of Trustees, which functions may include but shall not be limited to potluck suppers, scholarship award ceremonies; antique engine shows, barn raisers’ ball, and farmers’ markets, or any other function or event pertaining to the Society’s purposes as outlined in these Bylaws.

Article 4. Membership.

Annual membership period shall be Jan. 1-Dec. 31. Any person may become a member of the Society upon application to the Society and paying the dues as approved by the Board of Trustees. Dues and membership categories (such as junior members, professional farmer or the like) may be established by majority vote of the Board of Trustees. Any membership privileges of a member of the Society may be suspended or terminated by a two-thirds (2/3rds) vote of the Board of Trustees. As used herein, a “Qualified Member” is a Member of the Society at least sixteen (16) years of age or older, current on their dues payments and whose membership has not been terminated or suspended

Article 5. Board of Trustees.

5.1 Trustees. The Board of Trustees shall consist of sixteen (16) persons chosen at large from Members of the Society and any Alternate or Honorary Trustees present at the Annual Meeting.

5.2 Alternate Trustees. Upon the effective date of these amended bylaws, Alternate Trustees will not be appointed by the Board of Trustees. The existing Alternate Trustees shall serve the remainder of their term with voting privileges in the event all Trustees are not present and voting at a Board Meeting.

5.3 Honorary Trustees. In special situations, one or more former Trustees may be elected as Honorary Trustees by a majority vote of the Board of Trustees for an annual term of office. The honorary Trustee may participate in all discussions but shall not have voting right as a Trustee.

5.4 Trustee Selection Procedure. Trustees to fill vacancies in the Board, whether by expiration of the term of a Trustee or resulting from resignation or other termination of a Trustee’s term prior to completion of their then four-year term, shall be elected at the Annual Meeting of the Society by a plurality of votes. Should a Trustee’s office become vacant or should any elected officer’s office become vacant for any reason, the vacancy may be filled at a subsequent meeting of the Board of Trustees by a majority of those present, with such substitute Trustee to serve until the next annual meeting.

5.5 Terms of Office. The terms of the Board of Trustees shall be staggered. Trustees shall be elected for a term of 4 years, with four Trustee terms expiring each year. A Trustee may serve no more than two consecutive four year terms. Following a one-year hiatus, a former Trustee may again serve up to two consecutive four-year terms. Any person becoming a Trustee for the unexpired term of a departing Trustee may serve for the remainder of the unexpired term of such departing Trustee and service for the unexpired term shall not count toward either of the four-year terms of the new/replacement Trustee.

5.6 Trustee Duties. The Board of Trustees shall have general control and supervision of all real and personal property of the Society, and shall by a majority vote of a quorum of the Board have the authority: to establish policies and goals for the Society; to hire or fire an executive director/president and determine their reasonable compensation; to adopt and amend as needed a budget for the Society; determine the schedule of premiums to be offered at the Fair; establish rules for exhibitions; to appropriate and invest the funds of the Society or appoint committees to handle these matters under their general supervision; and take such measures as in their opinion shall best secure and promote the objectives and prosperity of the Society. Notwithstanding the foregoing, the following actions shall require the affirmative approval of at least two-thirds (2/3rds) of the Board of Trustees: to approve any borrowing of money and any security for such borrowing; to buy or sell real estate; removal of a Trustee or Member; or dissolution of the Society.

5.7 Suspension or Removal of Officers or Trustees. Any Trustee or Officer may be removed from office for cause, at any time by the two-thirds (2/3) affirmative vote of the majority of the Board of Trustees then in office. In the event that a Trustee or Officer is to be removed, such removal shall occur only after reasonable notice and opportunity to be heard has been given said Trustee or Officer.

Article 6. Officers.

6.1 Number and Qualification. The Officers of the Society shall be a Chair, President, Treasurer, and Clerk and may include Vice-Chair(s), and such other officers, if any, as the Trustees may determine. The Society may also have such agents, if any, as the Trustees may appoint. Only a Trustee may serve as an Officer, with the exception of the President. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time.

6.2 Election. The Chair, Vice-Chair(s), if any, Treasurer and Clerk shall be nominated annually by the Trustees and/or by a Member at the annual meeting. The President, and other Officers, if any, may be elected or appointed or removed by the Trustees at any time.

6.3 Tenure. The Chair, Vice-Chair(s), Treasurer and Clerk shall each hold office from January 1 of the year commencing after their election until December 31 and until their successor is chosen and qualified. The President shall serve at the pleasure of the Trustees. With the exception of the President, each Officer may serve until the end of their term as Trustee or until they sooner die, resign, are removed, or become disqualified. Each agent shall retain their authority at the pleasure of the Trustees.

6.4 Chair and Vice-Chair. The Chair shall, subject to the direction and control of the Trustees, preside when present at all meetings of the Trustees. The Chair shall have such other powers and duties as are usually incident to the office and as may be vested in the Chair by these Bylaws or by the Trustees. The Vice-Chair(s) shall have such duties and powers as the Trustees shall determine. The ViceChair(s) shall have and may exercise all the powers and duties of the Chair during the absence of the Chair or in the event of the Chair’s inability to act.

6.5 Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the Society. The Treasurer shall be in charge of the Society’s financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof, and also be in charge of its books of account and accounting records, and of its accounting procedures. The Treasurer shall have such other duties and powers as designated by the Trustees or the Chair.

6.6 Clerk. The Clerk shall oversee the recording of and maintenance of records of all proceedings of the Trustees in a book or series of books (which books may be in electronic form) kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Society or of its resident agent and shall be open at all reasonable times to the inspection of any Trustee. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and bylaws, as amended, and names of all Trustees and the address of each. Such book or books shall also contain records of all meetings of the members. If the Clerk is absent from any meeting of Trustees, a temporary Clerk chosen at the meeting shall exercise the duties of the Clerk at the meeting.

6.7 Suspension or Removal. An Officer may be suspended or removed with or without cause by the vote of a majority of the Trustees then in office at any special meeting called for such purpose or at any regular meeting. An Officer may be removed for cause only after reasonable notice and opportunity to be heard.

6.8 Resignation. Any Officer may resign at any time by delivering their written resignation to the Chair, President, or Clerk of the Society, to a meeting of the Trustees, or to the Society at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.

6.9 Vacancies. If the office of any Officer becomes vacant, the Trustees may elect, and in the case of the President, Treasurer, or Clerk, shall elect, a successor. Each successor shall hold office for the unexpired term, and in the case of the Chair, Vice-Chair(s), President, Treasurer and Clerk, until their successor is elected and qualified, or in each case until they sooner die, resign, are removed, or become disqualified.

6.10 President. The President shall be the executive director and chief executive officer of the Society, subject to the direction and control of the Board of Trustees. The President shall be appointed, and may be removed at any time, by the Board, and shall receive such compensation as shall be determined by the Board. The President shall be responsible for the management of the Society and shall have such other powers and duties as are usually incident to the office and as may be vested in them by law, the Articles of Organization, these Bylaws or the Board. The Board of Trustees may exclude the President from any board or committee meeting at any time.

Article 7. Conflicts of Interest.

No Trustee shall cast a vote or take part in or be present for the final deliberation in any matter in which they, members of their immediate family or any organization to which such Trustee has allegiance, has a personal interest that may be seen as competing with the interest of the Society. Annually, each Trustee shall complete a written Conflict of Interest statement on the form approved by the Board. Any Trustee who believes that they may have a conflict of interest shall notify the Board of Trustees prior to deliberation on the matter in question, and the Board shall determine whether a conflict exists. The minutes shall reflect the disclosure of any conflict and the action by the Trustee.

Article 8 Meetings.

8.1. Annual Meeting. There shall be an Annual Meeting of the Society to which all Members will be invited, in November at the Martha’s Vineyard Agricultural Hall or at such date and place as the Trustees shall determine with two weeks’ notice of such meeting given to the Members. At this meeting all Officers and trustees to fill vacancies or expired terms shall be elected. Annual reports shall be submitted by the President, Chair, Treasurer, and such other officers and/or standing and special committees as may be determined by the Chair. Each Qualified Member of the Society who is in good standing and personally present shall be entitled to vote on all matters brought before the Annual Meeting, to engage in discussion, make nominations or motions, and submit proposals. Non-members may be invited to attend annual meetings but shall be seated apart from members and Trustees. A Qualified Member shall be at least 16 years of age.

8.2. Board of Trustees Meetings. Regular meetings shall be held commencing in the month following the annual meeting, unless the Chair determines that no meeting is necessary. Notice of Board of Trustee meetings shall be sent via email and posted on the Society’s website at least 1 week in advance of the meeting. Additional meetings of the Board of Trustees may be called by the Chair or by any Officer of the Society upon written request of any three members of the Board of Trustees. At each meeting of the Board, the Secretary shall provide the minutes of the previous meeting. The Secretary shall provide a copy of the minutes from each Board meeting to all Trustees subsequent to the meeting. Meetings shall be open to guests with prior permission of the Chair. In case of an emergency requiring action of the Board of Trustees, a telephone or email poll may be taken to address the emergence and such actions shall be confirmed at the next duly called meeting of Trustees.

8.3. Special Meetings of the Society or the Board. The Chair or a Vice-Chair, with a quorum of the Trustees, may call a special meeting of the Society; or such a meeting may be called when a written application with the reasons assigned thereof shall be made by twenty Members of the Society to the President and Trustees.

8.4. Participation through Communications Equipment. Members of the Board of Trustees may participate in a meeting of such Board by means of a conference telephone, electronic video conference or similar communications equipment providing all persons participating in the meeting can clearly hear each other. Participation by such means shall constitute presence in person at a meeting. 8.5. Executive Session. At the option of the presiding Officer at any meeting or upon a majority vote of the Trustees present at such meeting, the meeting may go into executive session to address any such matters as the Board of Trustees deem appropriate. While in executive session, only Trustees and individuals invited by the presiding Officer may be present. Any deliberations and minutes from the executive session shall be confidential unless approved by unanimous vote of all persons present to make public the minutes of the executive session.

Article 9. Standing Committees.

9.1 Committee Members. Committee members shall serve at the joint discretion of the Chair and Vice-Chair. All Committees will include a minimum of three (3) elected Trustees. The Chair will serve as an ex-officio member of each committee with voting rights. Non-trustees selected by the Trustees may serve on Committees providing they are members in good standing of the Society. In addition to the Committees listed below, the Chair may appoint ad hoc committees at any time to further the mission of the Society.

9.2 Standing Committees/Appointment. Trustee Committee assignments are appointed by the Chair and report to the Board of Trustees.

a. Executive Committee. The Executive Committee shall consist of the five elected Officers, plus one Trustee may be elected at large by the Trustees, and will act as the leadership council for the Society. The Executive Committee will be chaired by the President and shall have authority to act on behalf of the Society between Board of Trustees meetings. Any action taken will be presented to the Trustees for ratification at the next scheduled Board of Trustees meeting.

b. Finance Committee. The Finance Committee shall be appointed annually by the Chair and will be chaired by the Treasurer. It will be responsible for compiling all budget requests and shall present a proposed budget to the Board of Trustees. After the budget has been approved all additional requests for monies shall be submitted to this Committee for its review and a report shall be made to the Board of Trustees within a month after the special request.

c. Grounds and Building Committee. This Committee shall include the custodian and shall be responsible for establishing the priority planning of maintenance work on the grounds and shall report to the Board of Trustees.

d. Scholarship Committee. This Committee shall vote to award annual scholarships to students wishing to pursue a course of study in a field relating to the stated purposes of the Society.

e. Fair Advisory Committee. This Committee shall have oversight of the Fair and support the work of the Fair Manager who shall have overall responsibility for day-to-day operational decisions as outlined in a job description.

f. Program Committee. This Committee shall be responsible for promoting and scheduling of programs relating to the object and purpose of the Society and shall report to the Board of Trustees and coordinate with the Grounds and Building Committee.

g. Grant Committee. This Committee shall be responsible for advertising, reviewing and awarding grant(s) to assist and perpetuate agriculture on Martha’s Vineyard h. Governance Committee. This Committee shall be responsible for on-going review and recommendations to enhance the quality and viability of the Board of Trustees. It shall regularly review and recommend to the full Board updates to the bylaws and policies that will improve the functioning of the Society. It shall be responsible for nomination of new Trustees and Officers of the Society.

i. Development Committee. This Committee oversees development and implementation of the fundraising plan; works to identify and solicit funds from external sources of support through individual donors, special events, planned giving, foundations and other vehicles. This Committee will coordinate with the Building Committee to maximize revenue from the Agricultural Hall and grounds. This Committee shall monitor fundraising efforts to be sure that ethical practices are followed, donors are recognized and fundraising is cost effective. The Development Committee shall advise on enhancing the Society’s image in the community including the website, newsletters and communications.

Article 10. Elections.

10.1 Nominating Procedures. Nominations of candidates for Officers and Trustees shall be made by Governance Committee, said Committee to present its nominations to the Board of Trustees in writing at least three weeks prior to the Annual Meeting. Persons for re-election as Trustee shall not participate in the nomination process and then sitting officers shall not participate in the nomination process for their office. Nominations from the floor at the Annual Meeting made and seconded by a Member will also be accepted.

10.2 Time and Method of Elections. Elections shall be at the Annual Meeting by a plurality of votes, conducted by voice votes or by written ballot if requested by at least ten (10) Qualified Members then present. Persons duly nominated shall be elected to their respective position(s) by Members present and authorized to vote. All elections shall be moderated by the person then presiding over the Annual Meeting and conducted according to the parliamentary procedure.

10.3 Order of Elections. Nominations by the Governance Committee and then from the floor with the election of persons to fill vacancies in the Board of Trustees; to be followed by nominations of Officers by the Governance Committee and then from the floor, with elections of Officers to follow.

Article 11. Quorum.

11.1 For Annual Meetings. 15 Members of the Society in good standing and over the age of 16 years.

11.2 For Board of Trustees Meetings. Not less than nine Trustees, one of which must be the Chair or a Vice-Chair. At least nine Trustees must vote at any emergency meeting, which voting may be by telephone or email.

11.3 For Committee Meetings. Three (3) members of the Committee will constitute a quorum.

Article 12. Use of Income/Budget.

The income of the Society shall be used only to improve its property and advance the purposes as outlined in the Bylaws and in conformity with the budget adopted by the Board of Trustees. No dividend shall be paid to Officers, Trustees, or other Members. The Board of Trustees shall approve a budget at the Annual Meeting, based on requests submitted by various Committee Chairpersons, the President and the Chair.

Article 13. Revisions of Bylaws.

The Bylaws may be revised upon recommendation of the Governance Committee and approved by a two-thirds (2/3) majority vote of and at a meeting of the Board of Trustees with any revisions ratified by the membership at the subsequent annual meeting. Alternatively, a proposal to amend the Bylaws may be made by a written petition submitted at least sixty (60) days prior to the Annual Meeting to the Secretary of the Society containing the signatures of at least 10 Members over the age of 16. Such amendment petition shall require the vote of at least two thirds of qualified members present and voting at the Annual Meeting. The text of any proposed change to the bylaws shall be posted with the call for the Annual Meeting.

Article 14. Insurance.

The Society shall make all reasonable efforts as determined by the Executive Committee to obtain and maintain insurance for replacement of its property, for general liability and for errors and omissions of its Officers and Trustees and to protect against loss.

Article 15. Indemnification.

The Society shall indemnify its Trustees and Officers, whether or not then in office, against all reasonable expenses actually and necessarily incurred by them in connection with the defense of any litigation to which they may have been a party because they were a Trustee or Officer of the Society. A Trustee or Officer shall have no right to reimbursement, however, if they have been found liable for gross negligence or misconduct in the performance of their duties.

Article 16. Limits of Liability for Trustees and Officers.

A Trustee or Officer shall perform their duties, including as a Committee member, in good faith and in a manner they reasonably believes to be in the best interest of the Society. In performing their duties, a Trustee or Officer is entitled to rely on information, reports or records and opinions which they believe to be accurate. A Trustee, however, shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause such reliance to be unwarranted. No Trustee or Officer shall be personally liable for any debt, liability or obligation of the Society if they have acted in conformance with this section of the Bylaws and the Bylaws generally.

Article 17. Board Designated Endowment Fund.

The Board of Trustees may create an Endowment Fund and declare some portion of the income generated by the Fund as unrestricted, such portion to be determined in the sole discretion of the Board. This amount may be used, in part or in whole, to preserve, enhance and ensure the longevity of the Society as directed by a majority vote of the Trustees. At year-end, any unused income from the Endowment Fund will be applied to the Fund’s principal. The Society may accept gifts of stock, bonds or land which may be added to the Endowment Fund.