Dutchess County Agricultural Society Inc

“The organization shall have regular and associate members. All regular members will have the right to vote. Honorary regular members shall have all the privileges of regular members, except they shall not have the right to hold office or to vote.”

“The members of the society shall elect the board of directors. Each director shall be elected from regular members to a four year term with four directors being elected at each annual meeting. In the event the office of any director shall become vacant, it may be filled for the remainder of the term by the board of directors.”

“These by-laws may be amended by action of the regular members at their regular meeting or special meeting by a two-thirds majority of the members present at such annual or special meeting. A proposal to amend the by-laws may be made by any five members in writing to the board of directors or by an action of the board of directors. Within thirty days after the receipt of a proposal to amend the by-laws by any five regular members, the board of directors shall give notice of a special meeting in writing to the regular members at least ten days prior to such meeting and shall set forth in writing the nature of the proposed amendments. If a regular meeting is to be held within sixty days of the receipt of the proposed amendment, notice shall be given to the members that the action on the proposed amendment is to be taken at the regular meeting and the proposed amendment shall be sent with a notice of a regular meeting. At the regular meeting or special meeting thereafter, the proposed amendments may not be further amended, but must be acted upon as submitted in writing to the regular members. If the board of directors elects, upon its own motion to amend the by-laws, it shall submit the proposed amendments in writing to each of the members at least ten days prior to the regular or special meeting. Thereafter, the proposed amendments may not be further amended at the meeting, but must be acted upon as proposed.”

“Dutchess county agricultural society inc. Has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“Directors and employees of dcas inc. Must sign an acknowledgement statement annually which affirms that a copy of the conflict of interest policy has been received, has been read, and agree to comply with the policy. Prior to board action on a contract or transaction involving a conflict of interest, a director, officer or key employee having a conflict of interest (each an "interested person") shall disclose all facts material to the conflict of interest. Any such interested person shall not participate in or be permitted to hear the board's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. Any such interested person shall not be counted in determining the presence of a quorum for purposes of any vote thereon. The ethics committee shall review all potential related party transactions and/or conflicts of interest and make recommendations to the board, which shall have ultimate decision making authority regarding same. The chairman of the board of directors shall, if appropriate, appoint a disinterested director or committee of disinterested directors to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board of directors shall determine whether the dcas inc. Can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board of directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the dcas inc's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. The existence and manner of resolution, of any conflict of interest policy shall be documented in dcas inc.'s records, including in the minutes of any meeting at which any conflict of interest was discussed and/or voted upon. Prior to the initial election of any director, and then for every year of service thereafter, directors must complete, sign and submit a written disclosure of all potential conflicts of interest. These disclosures are reviewed by the ethics committee.”

“Compensation process for top officials: the personnel committee meets annually, which is comprised of independent board members. The committee reviews salary levels which includes the president/ceo and the cfo. The committee uses survey data provided by the us bureau of labor statistics. The committee makes the recommendation of the salary level for the president/ceo and the cfo to the board of directors. When the president/ceo and cfo's salary is being discussed, the president/ceo and cfo are required to leave the room. After discussion, the board votes on the salary recommendations. Approval of the salary is documented in the minutes. This process was last undertaken in 2022.”

“The organization makes its form 990 and form 990-t available for public inspection as required under section 6104 of the internal revenue code. The return is posted on new york state attorney general website, guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, form 990, form 990-t, and governing documents are also available upon written request or by calling the organization directly.”

“Event production: program service expenses 745,013. Management and general expenses 0. Fundraising expenses 0. Total expenses 745,013. Payroll processing: program service expenses 16,338. Management and general expenses 4,343. Fundraising expenses 0. Total expenses 20,681. Entertainment: program service expenses 141,107. Management and general expenses 0. Fundraising expenses 0. Total expenses 141,107. Professional services: program service expenses 51,155. Management and general expenses 0. Fundraising expenses 0. Total expenses 51,155. Grandstand production: program service expenses 274,330. Management and general expenses 0. Fundraising expenses 0. Total expenses 274,330. Competitive show: program service expenses 36,577. Management and general expenses 0. Fundraising expenses 0. Total expenses 36,577.”

“The organization has a budget and finance audit committee that assumes responsibility for the oversight of the audit of its financial statements. The chair of the budget and finance committee will arrange for an annual audit by an independent, outside certified public accountant. The chair of the budget and finance committee shall submit the annual audit report to the board of directors for review and approval.”