CONSTITUTION OF THE
VANCOUVER ISLAND HEATHER SOCIETY
ARTICLES AND BYLAWS
As adopted November 3rd
, 2004
ARTICLES:
ARTICLE I: The name of the society shall
be the VANCOUVER ISLAND HEATHER
SOCIETY formerly known as the Vancouver Island
Heather Plus Chapter.
ARTICLE II: The purpose of
the society is:
(a) the advancement and knowledge of the
botanical genera Andromeda, Calluna, Cassiope, Daboecia, Erica, and Phyllodoce,
commonly called heather, related genera and companion plants;
(b) the dissemination of information on heather;
(c) promotion of fellowship among those interested in heather.
ARTICLE III: Membership in the society is open to any individual in agreement with
the purpose of the society and to the representatives of horticultural
organizations or clubs.
ARTICLE IV: The
society shall develop a program of events throughout the year in support of its
purpose.
ARTICLE V: The
society may raise funds to be used for
achieving its purpose, and may undertake
other activities to promote the purpose of the society.
ARTICLE VI: The society shall operate in such a way that
no monies of the society accrue to
the private gain of any individual or
organization but this does not preclude the awarding of
bursaries or scholarships.
ARTICLE VII: In
order to support its purpose, the society may affiliate with other
organizations.
BYLAWS:
Part 1: Interpretation
1.1 In these bylaws, unless the context otherwise
requires:
"directors" means the directors of the society for the time
being, who may collectively be referred to as the "board".
1.2 Words importing the singular include the
plural and vice versa, and words importing a male person include a female
person and a corporation.
1.3 The words "society" or "the
society" in these bylaws means the Vancouver Island Heather Society which
may be abbreviated to VIHS.
Part 2: Membership
2.1 A person or representative of another organization may
apply to the directors for membership
in the society and, on acceptance by the directors, is a member.
2.2 Every member must uphold the constitution and
comply with these bylaws.
2.3 Annual
membership dues are determined at the annual general meeting of the
society. Full annual dues cover the
period 1st January to 31st December. Persons joining after 1st July
shall pay half the full annual amount to cover the remaining part of the
current year.
2.4 A person
ceases to be a member of the society by (a) delivering his or her resignation
in writing to the membership chairperson of the society; (b) on his or her
death; (c) on having been a member not in good standing for 12 consecutive
months.
2.5 All members
are in good standing except a member who has failed to pay his or her current
membership fee or any other debt due and owing by the member of the society and
the member is not in good standing so long as the debt remains unpaid. A member not in good standing is disqualified
from all membership privileges.
Part 3: Meetings of Members
3.1 General
meetings of the society must be held at the time and place that the
directors decide.
Every
general meeting, other than an annual general meeting, is an extraordinary
general meeting.
The
directors may, when they think fit, convene an extraordinary general meeting.
3.2 Notice
of a general meeting must be given at least 30 days ahead of time.
It must
specify the place, day and hour of the meeting, and, in case of special
business, the nature of that business.
3.3 The
accidental omission to give notice of a meeting to, or the non-receipt of a
notice by, any of the members entitled to receive notice does not invalidate
proceedings at that meeting.
3.4 An
annual general meeting must be held at least once in every calendar year and
not more than 15 months after the holding of the last preceding annual general
meeting.
Part 4: Proceedings at General Meetings
4.1 Special
business is:
(a) all
business at an extraordinary general meeting except the adoption of rules of
order;
(b) all
business conducted at an annual general meeting, except the following:
(i)
the adoption of rules of order;
(ii)
the consideration of the financial statements;
(iii)
the report of the directors;
(iv) the
election of directors and officers;
(v) the
other business that, under these bylaws, ought to be conducted at an annual
general meeting, or business that is
brought under consideration by the report of the directors issued with the
notice convening the meeting.
4.2
Business, other than the election of a chair and the adjournment or termination
of the meeting, must not be conducted at a general meeting at a time when a
quorum is not present.
4.3 If at
any time during a general meeting there ceases to be a quorum present, business
then in progress must be suspended until there is a quorum present or until the
meeting is adjourned or terminated.
4.4 A quorum
is 10 (ten) members present or a greater number that the members may determine
at a general meeting.
4.5 If
within 30 minutes from the time appointed for a general meeting a quorum is not
present, the meeting, if convened on the requisition of members, must be
terminated, but in any other case, it must stand adjourned to the same day in
the next week, at the same time and, if possible, at the same place, and if, at
the adjourned meeting, a quorum is not present within 30 minutes from the time
appointed for the meeting, the members present constitute a quorum.
4.6 The
president of the society or the vice president or, in the absence of both, one
of the other directors present, must preside as chair of a general meeting.
If at a
general meeting:
(a) there
is no president, vice president or other director present within 15 minutes
after the time appointed for holding the meeting, or
(b) the
president and all the other directors present are unwilling to act as the
chair,
the members
present must choose one of their number to be the chair.
4.7 A
general meeting may be adjourned from time to time and from place to place, but
business must not be conducted at an adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned for 10 days or more, notice of the adjourned meeting must
be given as in the case of the original meeting.
4.8 A
resolution proposed at a meeting need not be seconded, and the chair of a
meeting may move or propose a resolution. A simple majority of votes cast is required to pass a resolution. In the case of a tie vote, the chair does not
have a casting or second vote in addition to the vote to which he or she may be
entitled as a member, and the proposed resolution does not pass.
4.9 A member
in good standing present at a meeting of members is entitled to one vote.
Voting is
by show of hands. Voting by proxy is not permitted.
An
organization, being a member in good standing, may vote by its authorized
representative in attendance, who is entitled to speak and vote, and in all
other respects exercise the rights of a single member, and that representative
must be considered as a member for all purposes with respect to a meeting of
the society.
Part 5: Directors and Officers
5.1 The
directors may exercise all the powers and do all the acts and things that the
society may exercise and do, and that are not by these bylaws or by statute or
otherwise lawfully directed or required to be exercised or done by the society
in a general meeting, but subject, nevertheless, to:
(a) all
laws affecting the society;
(b) these
bylaws;
(c)
rules, not being inconsistent with these bylaws, that are made from time to
time by the society in a general meeting. However, a rule, made by the society in a general meeting, does not
invalidate a prior act of the directors that would have been valid if that rule
had not been made.
5.2 The president, vice president, secretary, treasurer
and one or more other persons are the directors of the society and they, along
with other directors, including the
immediate past-president, constitute the board of directors of the society.
The
number of directors must be 5 or a greater number determined from time to time
at a general meeting.
5.3 The directors must retire from office at each
annual general meeting when their successors are elected.
Separate
elections must be held for each office to be filled. An election may be by
acclamation, otherwise it must be by ballot.
5.4 The directors may at any time and from time
to time appoint a member as a director to fill a vacancy in the directors. A director so appointed holds office only
until the conclusion of the next annual general meeting of the society, but is
eligible for re-election at the meeting.
5.5 If a director resigns his or her office or
otherwise ceases to hold office, the remaining directors must appoint a member
to take the place of the former director.
An act or proceeding of the directors is
not invalid merely because there are less than the prescribed number of
directors in office.
5.6 The members may, by special resolution,
remove a director, before the expiration of his or her term of office.
5.7 A director must not be remunerated for being
or acting as a director but a director must be reimbursed, subject to prior
approval of the board for all expenses necessarily and reasonably incurred by
the director while engaged in the affairs of the society.
Part 6: Proceedings of Directors
6.1 The directors may meet at the places they
think fit to conduct business, adjourn and otherwise regulate their meetings
and proceedings, as they see fit.
The
directors may from time to time set the quorum necessary to conduct business,
and unless so set the quorum is a majority of the directors then in office.
6.2 The president is the chair of all meetings of
the directors, but if at a meeting the president is not present within 30
minutes after the time appointed for holding the meeting, the vice president
must act as chair, but if neither is present the directors present may choose
one of their number to be the chair at that meeting.
6.3 The directors may delegate any, but not all,
of their powers to committees as they think fit.
A
committee so formed in the exercise of the powers so delegated must conform to
any rules imposed on it by the directors, and must report every act or thing
done in exercise of those powers to the earliest meeting of the directors held
after the act or thing has been done.
6.4
Questions arising at a meeting of the directors and committee of directors must
be decided by a majority of votes. In
the case of a tie vote, the chair does not have a second or casting vote. A resolution proposed at a meeting of
directors or committee of directors need not be seconded, and the chair of a
meeting may move or propose a resolution.
A
resolution in writing, signed by all the directors and placed with the minutes
of the directors, is as valid and effective as if regularly passed at a meeting
of directors.
Part 7: Duties of Officers
7.1 The president presides at all meetings of the
society and of the directors.
The
president is the chief executive officer of the society and must supervise the
other officers in the execution of their duties.
7.2 The vice president must carry out the duties
of the president during the president's absence.
7.3 The secretary must do the following:
(a)
conduct the correspondence of the society;
(b) issue
notices of meetings of the society and directors;
(c) keep
minutes of all meetings of the society and directors but, in the absence of the
secretary from a meeting, the directors must appoint another person to act as
secretary at the meeting;
(d) have
custody of all records and documents of the society except those required to be
kept by the treasurer or others agreed to by the directors in the assignment of
responsibilities among board members;
(e)
maintain the register of members although this necessary duty may be assigned
as in 7.3(d) to another director.
7.4 The treasury of the society shall be vested in the
name of the treasurer and two other members of the society. All financial transactions on behalf of the
society require two authorized signatures.
7.5 The treasurer must:
(a) keep the financial records, including books
of account;
(b) manage the banking and other financial transactions of
the society;
(c) render financial statements to the directors, members
and others when required;
(d) prepare a detailed annual budget for the society prior
to the annual general meeting.
7.6 All officers and all committee chairpersons on leaving
office, must pass on all official records and society documents relating to and
generated in connection with their assigned responsibilities.
Part 8: Borrowing of Monies
Neither
the society or any of its officers may borrow money unless authorized to do so
by special resolution of the members. Which resolution expires at the following general meeting and the matter
must, if necessary, be introduced again
as a new special resolution.
Part 9: Notices to Members
Notice of
a general meeting must be given to every member shown on the register of
members on the day notice is given. No other person is entitled to receive a
notice of a general meeting.
Notice
may be given verbally in person or by telephone, by electronic mail or by
letter mail.
Part 10: Operating Year
Officers
of the society assume their positions immediately at the conclusion of the
annual general meeting.
Fiscal
accounting is for the period 1st January to 31st
December.
Part 11: Affiliation
The
society shall maintain its status as a Chapter of the North American Heather
Society (hereinafter referred to as NAHS) and, as such, will abide by the
constitutional requirements of the NAHS. The society will participate in programs of the NAHS as appropriate and
will maintain representation as required. The appointment of the society representative shall be made by the
directors at such a time as to meet the schedule of the NAHS.
Membership dues of the society do not include individual membership in
the NAHS.
Part 12: Bylaws
On being admitted to membership, each
member is entitled to, and the society must give the member without charge, a
copy of the articles and bylaws of the society.
These
bylaws must not be altered or added to except by special resolution.
Part 13: Rules
of Order
Robert's
Rules of Order Revised, when not in conflict with these bylaws, shall govern
the proceedings of the society.
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