BYLAWS
Of
WISCONSIN FARM TECHNOLOGY DAYS INCORPORATED
(Revised 4/9/08)
BYLAW I
Preamble
Wisconsin Farm Technology Days, Inc. is incorporated as a non-profit organization whose primary objective is the sponsorship of Wisconsin Farm Technology Days, an outdoor agricultural exposition whose purpose is to be a showcase for Wisconsin agriculture and its related industries with emphasis on education pertaining to cutting-edge science, current and new technologies, critical emerging issues, and the development and promotion of a sustainable, profitable agriculture.
Vision Statement
To be the premier self-sustaining showcase for agriculture and related industries.
Mission Statement
Promote technology and share knowledge in and of agriculture and related industries through joint efforts of communities, business, and industry, education and agencies.
BYLAW II
Board of Directors
Sec. 1. Governing Body. The Wisconsin Farm Technology Days, Inc. Board of Directors shall be the governing body responsible for sponsoring Wisconsin Farm Technology Days on an annual basis.
Sec. 2. Membership. The number of directors shall be 13, including 12 voting members and one ex-officio nonvoting member. Each of the following agencies and activity/interest areas shall be represented by a director:
A.Public Agencies
1.University of Wisconsin-Madison, College of Agricultural & Life Sciences
2.University of Wisconsin-Extension, Cooperative Extension Service
3.WisconsinTechnicalCollege System
4.Wisconsin Department of Natural Resources
5.Wisconsin Department of Agriculture, Trade & Consumer Protection
6.Wisconsin Department of Public Instruction
The chief administrator of each agency or the designated representative of the chief administrator shall be the official representative to serve on the Board of Directors. These directors shall serve on an annual basis with no limitation as to the number of successive terms.
B.Private Sector (non-agency)
In addition, six private sector persons shall be chosen by the Board of Directors to be Board members as follows:
7.An agri-business/industry person representing the farm machinery and equipment commercial exhibitors
8.An agri-business/industry person representing the crop supply/service commercial exhibitors
- An agri-business/industry person representing the animal supply/service commercial exhibitors
- An agri-business/industry person at large
- A farmer
12.A past or presenthost farmer (optional)
The four agri-business/industry members (7, 8,9 and 10) shall be appointed by the Board to three-year (staggered) terms. The two farmer members (#11 and 12) shall be appointed by the Board to three-year (staggered) terms. Private sector Board members shall not serve more than three successive full terms.
C.Ex Officio
The Ex-officio (nonvoting) member of the Board shall include the following:
13.The General Manager for Wisconsin Farm Technology Days
The ex-officio member will serve on the Board as long as they hold their Wisconsin Farm Technology Days, Inc. staff positions.
Sec. 3 Board of Director Liaisons.
- Public Agencies (Non-Voting liaisons)
- USDA Farm Service Agency
- USDA Natural Resources Conservation Service
- USDA Rural Development
The chief administrator of each agency or the designated representative of the chief administrator shall be the official non-voting liaison to the Board of Directors. The liaisons shall serve on an annual basis with no limitation as to the number of successive years.
Sec. 4. CountyCommittees. The Board of Directors shall, in consultation with the host county, establish a county Farm Technology Days Executive Committee which, on the basis of an operating agreement with the Board, shall be responsible to the Board for the general conduct (organizing and developing) of Wisconsin Farm Technology Days in the host county and certain duties and activities related thereto as specified by the Board of Directors. The composition of the county Farm Technology Days Executive Committee shall reflect the wide range of interest and involvement in the agriculture of the county.
The county Farm Technology Days Executive Committee shall establish various functional committees (e.g., parking, grounds, publicity, hospitality, tent city, host families, youth, family living) that it deems necessary to the planning and operation of Wisconsin Farm Technology Days. Such committees, comprised of citizen volunteers from within the host county, shall be supervised by and accountable to the Board of Directors through the county Farm Technology Days Executive Committee and the General Manager.
Sec. 5. Operating Agreement. The Board of Directors shall develop an operating agreement which shall delineate the responsibilities of Wisconsin Farm Technology Days, Inc. and the host county Farm Technology Executive Committee in hosting and conducting Wisconsin Farm Technology Days. This agreement shall be administered by the General Manager of Wisconsin Farm Technology Days.
BYLAW III
Meetings
The Board of Directors shall schedule and hold an annual meeting prior to April 15 each year; the Executive Committee may call a meeting of the Board of Directors at other times as necessary. Notice of the annual meeting shall be given to each director at least ten days in advance of the meeting; said notice need not be written. Meetings shall be conducted according to Robert's Rules of Order (Revised).
BYLAW IV
Officers
Sec. 1. Board Officers. The officers for the Board of Directors for Wisconsin Farm Technology Days, Inc. shall be a chairperson and vice-chairperson, both to be elected by the Board from within the ranks of the voting members. In addition, a secretary/treasurer shall be appointed by the Board.
Sec. 2. Executive Committee. The officers of the Board, a commercial exhibitor Board member, a farmer Board member, and the General Manager shall constitute the Executive Committee. The private sector members will be appointed by the Board chairperson. The Executive Committee is empowered to act on behalf of the Wisconsin Farm Technology Days, Inc. Board of Directors to insure that the provisions of the bylaws for the operation of Wisconsin Farm Technology Days and Wisconsin Farm Technology Days, Inc. are effectively carried out.
BYLAW V
Selection of the General Manager
The Board's Executive Committee shall take the initiative to search and screen applicants for the position of General Manager (Wisconsin Farm Technology Days, Inc.). Upon completion of the search and screen process, the candidate(s) of choice shall be recommended to the Board for consideration and approval.
BYLAW VI
Duties of the General Manager
Sec. 1. Board Responsibility. The General Manager shall serve at the pleasure of the Board of Directors, and shall be responsible to the Board for carrying out assigned responsibilities. See Addendum I.
Sec. 2. General Powers and Duties. The General Manager shall be responsible for the development and conduct of Wisconsin Farm Technology Days, working closely with the host counties including the host countyExecutive Committees and host families and shall manage the business/financial and operational affairs of Wisconsin Farm Technology Days, Inc. and its Board of Directors. Overall facilitating the successful conduct of Wisconsin Farm Technology Days and the effective operation and general purposes of Wisconsin Farm Technology Days, Inc.
Sec. 3. Accounts and Records. The General Manager shall provide such assistance, as appropriate and necessary, to the host countyExecutive Committees in record keeping and accounts for Wisconsin Farm Technology Days and shall maintain the accounts and records of Wisconsin Farm Technology Days, Inc. in such manner that the condition of the business/corporation may be accurately ascertained at any time. Annual and periodic reports shall be made to the Board of Directors. Documents and records pertaining to Wisconsin Farm Technology Days and Wisconsin Farm Technology Days, Inc. shall be maintained and preserved in the corporation office.
Sec. 4. Support Staff. The General Manager may employ/discharge staff, as necessary, subject to review by the Board of Directors.
Sec. 5. Funds/Spending Authorization. The General Manager shall be authorized to expend Wisconsin Farm Technology Days, Inc. funds as necessary to carry out the duties and responsibilities of the position. The General Manager shall also account for all funds and property belonging to Wisconsin Farm Technology Days, Inc. in the manner and form prescribed by the Board of Directors.
BYLAW VII
Bonds and Insurance
Sec. 1. Bonds. The Board of Directors shall require every officer, agent and employee to whom funds or property of the corporation are entrusted and who have signature authority, or who is empowered to disburse or authorize the disbursement of its funds, or is charged with making or keeping its records, to furnish, at the expense of the corporation, a bond in such amount as the directors shall determine.
Sec. 2. Insurance. The Board of Directors shall determine that adequate insurance be in force 1) to cover the property of Wisconsin Farm Technology Days, Inc. in its possession (or stored) and 2) to cover liability to employees, the Board of Directors, county Farm Technology Days host families, members of the host county Farm Technology Days committees, and other volunteers who assist these committees, all of the foregoing people involved in performing duties and tasks relating to the preparation and operation of Wisconsin Farm Technology Days.
BYLAW VIII
Audits
At the close of each calendar year and at other times as the Board of Directors shall determine, the officers shall make or cause to be made an accurate written statement of the financial condition of the corporation, including, when required, an accurate inventory of all of its property. An annual audit statement prepared by an independent auditing firm shall be presented to the Wisconsin Farm Technology Days, Inc. Board of Directors at the annual meeting. The audit, which is prepared at the close of the calendar year in which the show is held, shall consist of the operations of Wisconsin Farm Technology Days, Inc. and Wisconsin Farm Technology Days. Funds retained by the host county beyond the close of the calendar year must be included in the next year's audit.
BYLAW IX
Miscellaneous
Sec. 1. Employment of Personnel. Wisconsin Farm Technology Days, Inc., through authorization by the Board's Executive Committee, may employ additional personnel for the conduct of Wisconsin Farm Technology Days and may contract for special services, as needed, for the planning, preparation for and conduct of Wisconsin Farm Technology Days.
Sec. 2. Event Focus/Emphasis. The Board of Directors of Wisconsin Farm Technology Days, Inc. may modify and change the general focus of Wisconsin Farm Technology Days as necessary to fit the prevailing agricultural situation and economic status of agriculture in Wisconsin and to accommodate the technological changes relating to agriculture as these changes relate to exhibitors and the visiting public.
Adopted by the Board of Directors this __ day of April, 2008.
______
Chairman, Board of Directors
WFTD Bylaws
Revision 4/08
1