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Bylaws

BY-LAW No.2

GLENGARRY HISTORICAL SOCIETY

2013

 The Glengarry Historical Society was incorporated on January 2, 1962 under the Corporations Act of the Province of Ontario.

 

1         Interpretation

1.1       Name: The name of the Corporation is Glengarry Historical Society, GHS or Glengarry History.

1.2       Legislation: When interpreting these bylaws, words and expressions have the same meaning as when used in the Ontario Not-for-Profit Corporations Act, unless the context otherwise requires. The English version of the bylaws is official.

1.3      Definitions: The following definitions are understood:

 a)                  Act:  The Ontario Not-for-Profit Corporations Act.

 b)                  Board: The Board of Directors of the Corporation.

 c)                  Corporation:  The Glengarry Historical Society (GHS).

 d)                  Director: A member of the Board of Directors of the Corporation.

 e)                  Dues: The fees assessed to members in good standing on an annual basis by the Board of Directors.

 f)                    Ex Officio: Person, who, by virtue of an office or position held, is a member of the Corporation and is officially attached to the Board.  This position can be voting or non-voting at the discretion of the Board.

 g)                  Member in Good Standing: A member whose dues are paid in full and who is not otherwise suspended.

 h)                  Resolution: A vote passed by a majority of votes cast by the membership or the Board.

 i)                    Special Resolution: A vote passed by at least 10% of the members in good standing or a minimum of 20 eligible to vote and present at a meeting at which at least 15 days’ notice has been given and said notice states the business to be brought before the Meeting.

 1.4              Headings: The division of these bylaws into sections and paragraphs and the insertion of headings and index are for convenience and reference only and do not affect the interpretation of the bylaws.

2       Membership

2.1              Criteria and Eligibility for membership:  Membership shall be open to all persons subject to application to, and acceptance by the Board of Directors.  Persons under the age of majority (18) shall not be entitled to vote at member meetings.  Membership criteria are set in Board policy and may be amended by the Board from time to time. Criteria for any membership category must be consistent with the objects of the organization.

2.2              Classes and Conditions of Membership: The Corporation has the following classes of membership, the conditions of which are set out in Board policy. The Board may introduce other categories of membership and their admission criteria from time to time.

a)                  “Regular Member” means any person who has satisfied the requirements for admission and has paid the dues established by the Board. A Regular Member in good standing is entitled to one vote on all matters at member meetings. 

 b)                  “Life Member” means any person who has satisfied the requirements for admission and who pays dues in the amount of ten times the amount of the annual dues in force at the time of application for “life” membership.  No further dues shall be collected from “Life” members. 

 c)                  “Honourary Member” means any member who is recognized as such because of achievement or service to the benefit of the Corporation.  Honourary membership is granted by means of a special resolution and remains in effect unless such member is removed under conditions stated in 2.10.

 2.3              Application: The Board may establish rules and procedures for membership applications by persons interested in furthering the objects of the Corporation. Every application for membership shall be submitted in the form prescribed by the Board. The Board or its designate must approve all applications for membership. A decision to refuse admission shall be communicated in writing to the applicant.

2.4              Register: A register of members for each membership classification will be kept at the head office of the Corporation.

2.5              Registrar: The Board will appoint a Registrar, from among its members, to manage all aspects of Registration

 2.6              Rights of Members: Any member in good standing, 18 years of age or more, is entitled to receive notice of member meetings, attend member meetings, speak at member meetings, and exercise other rights and privileges given to members in these bylaws.

2.7       Obligations of Members: All members must pay the dues assessed to them to remain members in good standing. 

2.8       Dues: Members shall pay dues applicable to their class of membership, in the amount and within the time as determined by the Board from time to time. The Board may levy other fees for determined purposes and amounts. Voluntary or involuntary withdrawal does not entitle a member to a refund of paid dues, except at the discretion of the Board.

 2.9       Transferability, Resignation, Suspension, Cancellation, Obligations, and Readmission of Members

 a)                  Transferability: Membership is not transferable and automatically terminates on death, expiry, resignation, cancellation or otherwise in accordance with the bylaws.

 b)                  Resignation: Members may resign from the Corporation by providing written notice to the Secretary. The resignation is effective when accepted by the Board.

 c)                  Suspension or Cancellation: Where dues are not paid within a time established by the Board and where notice has been sent, the Board may cancel a membership. A cancelled member may not apply for reinstatement until all dues are paid and any other conditions are fulfilled to the Board’s satisfaction.

The Board may suspend or cancel a membership in cases where a member is considered to have acted against the best interest of the Corporation or is in conflict with its objects. A member so charged will be given notice of a meeting to address the suspension or cancellation, and the charged member may make a representation at that meeting.

 The Board will deliver written notice of a suspension or cancellation to the member, and that decision will be final. 

 d)                  Continuing Obligations: The termination of membership by cancellation, suspension, resignation, or otherwise does not excuse any debts or obligations that existed prior to the termination.

 e)                  Readmission: A former member may apply for readmission by submitting a request in the form prescribed by the Board. Normally all fees payable at the time of cancellation, and any new fees assessed by the Board, must be paid in full and any other conditions imposed must be fulfilled to the satisfaction of the Board.

 2.10     Meetings of Members: There shall be Annual General, General, and Special Meetings of members.

 a)         Annual General Meeting: The Annual General Meeting shall be held within 120 days of the fiscal year-end and at any time or place in the Corporation’s territory.

 At the Annual General Meeting the Board shall report to the membership on its activities and shall request the adoption of financial statements for the last fiscal year, provide a recommendation for auditor(s), present a slate of nominees for election to the Board of Directors, and address any other business that may properly be brought before the meeting.

 j)                    General Meeting: A General Meeting may be convened by the Board at any time with proper notice stating the business to be brought before the Meeting.

 k)                  Special Meeting: A Special Meeting shall be convened by the Board (1) if the Board adopts a motion to that effect, OR (2) if a petition in writing signed by at least 10 members in good standing and stating the purpose of the meeting is issued. A Special Meeting shall be held within 30 days of receiving the petition. Discussion is limited to the initial purpose of the meeting unless a majority agree to introduce other agenda items.

2.11     Notice: The time and place of every Annual General, General, or Special Meeting shall be given to each member 15 days before the date fixed for the meeting. All notices shall contain the time, place, and proposed business of the meeting, including the text of any special resolution or bylaw to be considered. Notices shall be delivered in accordance with the bylaws.

2.12     Quorum: A quorum for the transaction of business at any Annual General, General, or Special Meeting shall be 10 members in good standing. If the number of Members at a meeting falls below quorum, there can be no further transaction of business until a quorum is again present, except to set the date of the next meeting.

 2.13     Voting: Resolutions at an Annual General, General, or Special Meeting may be passed by simple majority of the votes cast in person by members in good standing present at the meeting, unless the issue must be decided by special resolution. In the event of a tie, the motion is lost. At member meetings, questions will be decided by a show of hands unless a poll is demanded. No member is entitled to vote by proxy on any matter.

 3           Board of Directors

3.1      Powers: The Board of Directors governs the affairs of the Corporation, supervises, controls, and directs all its activities. The Board actively pursues the mission and goals of the Corporation and may adopt rules and regulations for the conduct of its business, including:

a)        making contracts, exercising powers, and carrying out actions it is authorized by its objects to do;

b)        regulating admission of members, requirements of membership, and termination of membership;

c)         governing and regulating the operations, management, and control of the Corporation and all its activities;

d)        appointing committees as required and as will benefit the Corporation;

e)         interpreting the intent of any bylaw, rule, regulation, resolution, or report in connection with the Corporation and determining any dispute in that regard.

 Without limiting its general responsibility, the Board may delegate its powers and duties to an administrator.

 3.2              Composition and Eligibility: In order to be elected as a Director, a person must be a Regular or Life member in good standing and be 18 years of age or older.

3.3              Number of Directors: The number of elected Directors shall be no less than 7 and no more than 13.  The Board may alter the number of elected Directors within the minimum and maximum.

 3.4              Terms/Continuity: Directors are elected for 2 year terms and take office immediately following the Annual General Meeting at which they are elected. The terms are on a staggered basis and no Director may serve more than 3 consecutive terms. Directors who have served the maximum number of consecutive terms are not eligible for re-election for a period of 1 year following the end of the final term and then may serve only 1 additional term.

 3.5              Nominations

 a)                  Nominating Committee: Each year the Board shall appoint a Nominating Committee chaired by a Director and including up to 2 other members in good standing who are not seeking election to the Board. The Nominating Committee is responsible for presenting a full slate of candidates for election to the Board. 

 b)                  Nominations: The Nominating Committee will make a call for nominations at least 60 days before the Annual General Meeting. In addition to nominees identified by the Nominating Committee, individuals may nominate themselves or others in the form prescribed by the Nominating Committee. All nominations must be filed with the Nominations Committee at least 30 days before the Annual General Meeting.

 3.6              Elections: All duly nominated candidates shall be included on the slate for election of Directors at the Annual General Meeting. In the event of an incomplete slate, the Nominating Committee may recommend election of a partial slate and direct the Board to appoint the remaining Directors within a reasonable period. Nominations will not be accepted from the floor.  In the event of a full slate, the Board will be acclaimed.

  In the event of more nominees than positions, an election will be held. If an election is required at the Annual General Meeting, the Nominating Committee may appoint 2 scrutineers who are not candidates for election to the Board. The scrutineers will count the votes and report to the membership in accordance with procedures prescribed by the Board.

Each Member who is eligible to vote and who is present at the Annual General meeting shall have one vote for each of the available Board of Directors positions. Directors will be declared elected on the basis of a plurality of votes cast as verified by the scrutineers.

At the Annual General Meeting, the Nominating Committee Chair will announce the results of the election, or acclamation if no additional nominations were received.

3.7                 Removal or Resignation

 a)      Resignation: A Director may resign in writing to the Chair and it is effective when accepted by the Board.

 b)      Deemed Resignation: If a Director is absent from 3 consecutive Board meetings, the Director is deemed to have resigned. The Board, in its sole discretion, may accept the resignation and establish the effective date.

 c)      Removal: A Director may be removed from office before the expiration of the term by a special resolution of members present and voting at a Special Meeting of members duly convened for that purpose. A Director whose membership has been cancelled shall be removed from office.

3.8                   Vacancies on the Board: So long as a quorum of Directors remains in office, vacancies on the Board may be filled by appointment by the Directors from among the qualified members of the Corporation if they see fit to do so. Members so appointed remain in office until the expiry of the term they have been appointed to fill. Otherwise, the vacancy will be filled at the next Annual General Meeting at which the Directors are elected.

3.9                   Meetings of the Board: The Board meets following the Corporation’s Annual General Meeting to name its Officers. It shall meet at least 5 times per year at such times and places and using whatever communication methods as the Chair designates, providing the methods are acceptable to a majority of Directors.

 3.10               Meetings can also be called with proper notice by identifying the decision required and inviting the members to vote electronically or by telephone conferencing. The deadline for voting will be the meeting date and that date is when the resolution is decided. 

 3.11               Notice of Board Meetings: Notice of Board meetings shall be given to all Directors at least 7 days before the meeting. If the Board sets specific days and times in any months for regular meetings, no notice is required. 

 3.12               Quorum for Board Meetings: At least 50% plus 1of the Directors shall be present at Board meeting for the valid transaction of business. If the number of Directors at a meeting falls below quorum, there can be no further transaction of business until a quorum is again present, except to set the date of the next meeting.

 3.13               Voting at Board Meetings: All matters shall be decided by a simple majority of the votes cast by a show of hands except as otherwise required by these bylaws. Proxies are not accepted at Board meetings. In the event of a tie, the motion is lost and may not be reintroduced until the next Board meeting.

 3.14               Decisions in Lieu of Meetings: If all voting Directors agree to and sign a resolution, it will be as valid as one passed at a meeting. It is not necessary to give notice for a decision in lieu of a meeting. The date on the resolution is the date it is passed.

 3.15               Observers: The Chair may invite an observer to report on any matter of interest to the Board. An observer may not vote on any matter.

3.16               Officers: The Board shall elect from among its Directors the following Officers: Chair, Vice Chair, Secretary and Treasurer. The same person may hold the offices of Secretary and Treasurer.

3.17           Terms of Officers: All Officers shall serve a 1year term or until their successors are elected. Officers may be re-elected to the same office for 2 additional consecutive terms.

 3.18           Duties of Officers: Duties of Officers are such as their titles would generally indicate:

 a)      Chair: Calls and chairs meetings of the Board and membership, implements policies governing the Board, and is an ex officio member with voting privileges of all Committees except the Nominating Committee;

 b)      Vice Chair: Fulfils role of Chair in the Chair’s absence, disability, or refusal to act.

 c)      Secretary: Ensures that minutes of proceedings at members and Directors meetings are entered in the books, ensures notice is served to all members, Directors, and auditors, and is the custodian of the seal.

 d)      Treasurer: Ensures that proper accounting records as required by the Act are kept and that appropriate financial controls and processes are in place, and reports to the Board on the financial position of the Corporation.

Note:  The Board may appoint an Officer as an Ex-Officio member with voting privileges of the Managing Committees of the Glengarry Pioneer Museum and the  Nor’Westers and Loyalist Museum as well as any site or branch locations created hereafter.

3.19          Vacancies of Officers: The Board may fill vacancies of Officers from among its number to serve until after the next Annual General Meeting at which the Directors are elected.

 3.20     Removal of Officers: The Board by resolution may remove an Officer before the expiration of the term. 

 3.21     Committees

 a)                  General: The Board may appoint members to ad hoc Committees and Task Forces to manage certain activities of the Corporation and report to the Board.

 b)                  Quorum: Subject to any regulations imposed by the Board, Committees and Task Forces have the power to fix their quorum at not less than a majority of their members and may fix their own rules of procedure.

 c)                  Meetings: Meetings of Committees and Task Forces may be held at any place and in any manner that suits the agenda, subject to approval by a majority of members affected. Committees and Task Forces shall keep a record of their meetings and shall report the results of their work to the Board in the form and time lines requested by the Board.

 d)                  Executive Committee: The Board may elect from among its number an Executive Committee consisting of not less than 3 Directors, one of which is the Chair. Members of the Executive Committee shall serve at the pleasure of the Board and, in any event, only so long as they remain Directors.

 i)                    Authority: Subject to any regulations imposed by the Board, between Board meetings the Executive Committee may exercise all the powers of the Board in the management and direction of the affairs of the Corporation (except what must by law be performed by the Board). The Executive Committee may operate in any manner that it deems best for the interests of the Corporation when the Board has not given specific directions.

 ii)                  Meetings: Meetings of the Executive Committee may be held at any place and in any manner that suits the agenda. The Executive Committee shall keep minutes of its meetings, including all actions taken by it, and shall submit them as soon as practical to the Board for ratification. Subject to any regulations imposed by the Board, the Executive Committee has the power to fix its quorum at not less than a majority of its members and may fix its own rules of procedure.

 3.22 Indemnification:

 a)        Each Director or Officer holds office with protection from the Corporation. The Corporation indemnifies each Director or Officer against all costs and charges that result from any act done as a Director or Officer for the Corporation. The Corporation does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.

 b)        No Director or Officer is liable for the acts of any other Director, Officer, or employee. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Corporation. No Director or Officer is liable for any loss due to an oversight or error in judgement, or by an action when acting as a Director or Officer of the Corporation, unless the act is fraud, dishonesty, or bad faith.

 c)        Directors or Officers can rely on the accuracy of any statement or report prepared by the Corporation’s auditor. Directors or Officers are not liable for any loss or damage as a result of acting on that statement or report.

 4   Financial and Contractual Matters

4.1              Fiscal Year: The financial year of the Corporation concludes on the 31st day of December in each year.

 4.2              Membership Year: The membership year of the Corporation concludes on the 31st day of December in each year.

4.3              Returns/Filing: The Treasurer shall ensure that the annual return for the Corporation is filed within the time specified in the Act.

4.4              Audit: The Corporation will conduct a “review engagement” annually and ensure that at each Annual General Meeting, members appoint s public accountant. The auditor will hold office until the next Annual General Meeting.  The Board will set remuneration of the auditor.

4.5              Cheques: All cheques and payment orders issued in the name of the Corporation shall be signed by any 2 persons from among those Officers and Directors authorized by the Board for that purpose(the Board may also delegate signing authority to an administrator). Any one authorized person may endorse and deposit collections on the Corporation’s account for the credit of the Corporation. Any one authorized person may arrange, settle, balance, and certify the books and accounts between the Corporation and its bankers and may receive and sign all related documents.

 4.6              Deposit of Securities for Safekeeping: The securities of the Corporation shall be deposited for safekeeping with one or more Canadian Chartered Banks, Trust Companies, or other financial institutions as determined by the Board. Securities so deposited may be withdrawn upon the written order to the Corporation signed by authorized persons and in a manner determined by the Board

 4.7              Borrowing Powers: The Board may borrow, raise, or secure money in any manner it determines to carry out the objects of the Corporation. To borrow an amount in excess of 10 % of the Corporation’s revenues for the previous financial year, the Board will provide notice to members that sets out the amount to be borrowed, the purpose of borrowing, and the anticipated benefits to the Corporation for having borrowed. In accordance with the Act, no debentures may be issued without a special resolution of the Members.

4.8              Property: The Corporation may acquire and own all kinds of real or personal property and may sell, exchange, mortgage, lease, let, improve, or develop such property.

4.9              Remuneration: Directors and volunteers may not receive remuneration for acting in that capacity on behalf of the Corporation. Directors and volunteers may be repaid for out of pocket expenses incurred in the discharge of their duties as determined by the Board.  Directors may not serve the Corporation in any other capacity and receive compensation.

4.10          Execution of Other Documents: Significant contracts, agreements, and instruments in writing, beyond those covered by Board policies for reasonable day-to-day operations of the Corporation, shall be approved by the Board and signed by two Officers. The Board may by resolution give a Power of Attorney to a registered dealer in securities for the purpose of transferring and dealing with any stock, bonds, or other securities of the Corporation.

 4.11          Seal: The Seal that bears the name “Glengarry Historical Society” is the Corporate Seal of the Corporation. Custody of the Seal is the responsibility of the Secretary and the Board shall determine its use.

4.12          Fundraising: The Corporation adheres to all laws and regulations and all financial controls with respect to operating a charitable organization.

 5         Miscellaneous Matters

 5.1              Winding Up: The Corporation shall not be voluntarily wound up unless the members at a meeting called for that purpose pass a special resolution. If the Corporation is wound up, all assets remaining after payment of debts shall be distributed to one or more charitable organizations in accordance with the Act.  Any distribution shall ensure that no direct benefit accrues to any member of the Corporation.

5.2              Head Office: The head office of the Corporation shall be located in the County of Glengarry, in the Province of Ontario.

 5.3              Books and Records: The Board shall ensure that all books and records of the Corporation required by the Act or bylaws are regularly and properly maintained. The following Corporation records may be inspected by a member who has given reasonable notice and has arranged a satisfactory time with the person having charge of them: Objects, Bylaws, Minutes of Member Meetings, Register of Members at place of business, Register of Directors and Officers, Policies adopted by the Corporation, and Audited Financial Statements. 

5.4              The Board shall ensure that an inventory of artifacts, documents and acquisitions shall be similarly maintained.

 5.5              Notice: To send notice to a member or Director for any meeting, the address is the last known physical or electronic address in the Corporation’s register. Notice may be delivered personally, by electronic transmission, by prepaid mail, or by any other method. A notice sent by prepaid mail has been sent when deposited in the public letterbox. A notice sent by electronic transmission has been sent at the time of sending.

 No error or omission in giving notice of an Annual, General, Special, Directors, or any other meeting will invalidate the meeting or make void its proceedings, and any member or Director may waive or abridge notice of a meeting and may ratify proceedings from that meeting.

 5.6              Procedures at Meetings: At all Annual General, General, or Special Meetings, and Directors’ meetings procedural matters not specifically addressed here shall be governed by Robert’s Rules of Order. 

 5.7              Responsibility for additional sites or branches: The Board of Directors is responsible for the management and supervision of the affairs of the additional sites or branches, subject to any limitations placed on it by the Corporation. The additional sites or branches shall not engage in activities that are the domain of the Corporation without permission of the Corporation Board. The additional sites or branches shall not engage in activities that contravene or do not support the overall objects of the Corporation.

 The Corporation may delegate responsibility for the management and supervision of the affairs of an additional site or branch to a committee.  Such committee must be made up of members of the Corporation and the Chair appointed by said Members becomes an Ex-Officio Director of the Board with voting privileges.

 In the event an additional site or branch is dissolved, all rights, title, and interest in that Branch/Chapter and in its property and assets shall revert to the Corporation.

 5.8              Rules and Regulations: The Board may make, amend, or repeal Rules and Regulations relating to the management and operation of the Corporation as it deems expedient, provided they are not contrary to the provision of the Act or the bylaws.

 5.9          Amendment of Bylaws: The bylaws of the Corporation may be repealed or amended by resolution enacted by a majority of Directors at a Board meeting and sanctioned by a special resolution of the members in good standing voting at a meeting duly convened for that purpose.

 5.10          Repeal of Previous Bylaws: These bylaws repeal and supersede any previous bylaws of the Corporation.

 

 These By-laws were accepted by the Membership at the 2013 AGM on 16th May 2013.  Amended by the Board of Directors on 20th May, 2014, for a Special General of Members on 22nd October 2014.