Vancouver Island Heather Society
Vancouver Island Heather Society
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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