QUACO HISTORICAL AND LIBRARY SOCIETY INC.
(hereinafter called the “Society”)
1. PRINCIPAL OR HEAD OFFICE:
The head office of the Society shall be at the Village of St. Martins, New Brunswick or at such place within the Province of New Brunswick as the Board of Directors of the Society (the Board and its Directors being hereinafter defined in By-Law 7 below) may from time to time decide.
2. FISCAL YEAR:
The fiscal year of the Society shall terminate on the 31st day of December in each year.
3. OBJECTS OF THE SOCIETY:
The objects of the Society, as may be amended from time to time by the Board of Directors and accepted by the members at either a general meeting or at a special meeting of the members of the Society, are as follows:
~ To promote an interest in and the preservation of the history and heritage of the Quaco-St. Martins area of New Brunswick;
~ To provide for the storage and display of archival materials and artifacts;
~ To establish a library for general literature and research;
~ To hold all property both real and personal, and the profits and income arising therefrom, acquired by the Society by purchase, gift, bequest or otherwise in trust for the objects and purposes for which the Society was incorporated.
~ In the event of dissolution or winding up of the Society, to distribute all its remaining assets, after payment of liabilities, to one or more recognized charitable organizations in Canada.
Any person nineteen years or over may become a member upon application, after payment of such annual fees, or after making such a personal donation or having given such of their time to the Society, as may be determined from time to time by the Board of Directors. Members must provide up-to-date contact information, namely at least two and preferably all of their postal address, their telephone number, and their address for e-mail or other form of electronic communication acceptable to the Society. Members have the right to vote at meetings of the Society, and are eligible to be elected as Directors unless disqualified by the provisions of the New Brunswick Companies Act.
Resignation: Any member who wishes to withdraw from membership in the Society may notify that Director of the Society that is designated as President, or his/her designate, in writing to that effect and on receipt by the President, or his/her designate, of such notice such member shall cease to be a member.
Suspension: The Board of Directors may suspend a member for behaviour that is not in keeping with the Society’s philosophy or values or applicable human rights legislation.
Non-Payment of Fees: Membership shall cease upon any member failing to pay his current membership fee within one month after written notice of default by a Director designated as Secretary or Treasurer and duly transmitted by mail or electronically to such member’s last given postal or electronic address unless otherwise decided by the President.
Expulsion: Membership shall cease by expulsion, without refund of membership fee, on the passing of an extraordinary resolution of the Board of Directors (see By-Law 16) to that effect.
5. MEMBERSHIP ROLL:
The Secretary of the Society shall maintain a membership roll containing the names and contact information of all members of the Society.
6. CORPORATE SEAL:
The Society may have one or more corporate seals which shall be such as the Board of directors may adopt by resolution from time to time.
7. BOARD OF DIRECTORS:
The affairs of the Society shall be managed by a Board consisting of not more than twelve and not fewer than five Directors. The Directors shall include a President, a Vice-President, two or three Directors at Large, a Past President who shall be the immediate predecessor of the President, a Secretary, a Treasurer, and any or all of a Librarian, a Director of the Museum, and a Building Manager. Each Director during his/her tenure of office shall be a member of the Society and demonstrate support of the objectives of the Society.
8. VACANCIES ON THE BOARD:
In the case of a vacancy or vacancies occurring on the Board of Directors through death, resignation, removal or other cause, the vacancy or vacancies, except in the case of the Past President, shall be filled by a member or members appointed by a majority of the remaining Directors, until the next Annual General Meeting (see By-Law 25) at which an election of Directors occurs (see By-Law 10). Existing directors are eligible for appointment in an additional capacity but shall only have one vote at meetings of the Board of Directors.
9. TERM OF OFFICE:
The President, Vice-President and Directors at Large shall be elected at an Annual General Meeting of the members of the Society, shall serve until the Annual General Meeting two years following their election, and shall be eligible for further terms. The Past President continues to be a Director ex officio on ceasing to be President and during the tenure of his/her successor as President. The Secretary, the Treasurer, the Librarian, the Director of the Museum, and the Building Manager shall be appointed from the members, by the elected Directors together with the Past President, at the first meeting of the Board following their election, for a term expiring with the next Annual General Meeting at which an election of Directors occurs, and shall be eligible for reappointment. Existing Directors are eligible for appointment in an additional capacity but shall only have one vote at meetings of the Board of Directors. Directors who regularly miss Board meetings without adequate reason may be asked to resign their position on the Board. Directors appointed under this By-Law or By-Law 8 may be removed by an extraordinary resolution of the Board (see By-Law 16). Elected or ex officio Directors may be removed by an extraordinary resolution of the members (see By-Law 29).
10. ELECTION OF DIRECTORS:
Nominations and election of Directors shall occur at each Annual General Meeting of the Society held in an even numbered calendar year.
11. PROTECTION OF DIRECTORS:
Every Director of the Society, his/her heirs, executors, administrators and assigns respectively shall be indemnified and saved harmless by the Society from and against all manner of actions, causes of action, costs, claims, interest, debts and demands whatsoever in respect of any act, omission, deed, matter or thing done or permitted by him/her to be done in the execution of his/her duties as Director. No Director of the Society shall be liable for the acts, receipts neglects or defaults of any other Director or officer or employee of the Society or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of any security in or upon which any of the money, of or belonging to the Society shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Society with whom or which any moneys, securities or effects of the Society shall be lodged or deposited or for any other loss, damage or misfortune whatsoever which may happen to the Society in the execution of the duties of his/her respective office or trust or in relation thereto unless the same shall happen by or through his/her own willful neglect or default.
12. INDEMNITIES TO DIRECTORS AND OTHERS:
The Board of Directors is authorized from time to time to give indemnities to any Director or other person who has undertaken or is about to undertake any liability on behalf of the Society or any Society controlled by it. Any action from time to time taken by the Board of Directors under the authority of this by-law shall not require approval or confirmation by the members.
13. PLACE AND NOTICE OF MEETING OF DIRECTORS:
Meetings of the Board of Directors may be held at such time and place as the President may from time to time determine, or at the request of a majority of the members of the Board. Notice of each meeting shall be given to each director, by use of their contact information, at least five (5) clear days prior to the meeting, provided, however, if all directors are in attendance or those absent have signified their consent to the meeting being held in their absence no formal notice is required.
14. QUORUM FOR MEETING OF THE BOARD:
A majority of the Directors forming the Board shall form a quorum for the transaction of business at any Board meeting.
15. VOTING AT MEETING OF THE BOARD:
Except as herein expressly provided, motions at any meeting shall be decided by majority of votes of those in attendance. In the case of an equality of votes the chair of the meeting shall cast the deciding vote. Directors should attend meetings in person, but may do so by electronic means when necessary if facilities are available.
16. EXTRAORDINARY RESOLUTIONS OF THE BOARD:
An extraordinary resolution of the Board of Directors means a resolution passed by a two-thirds (2/3) majority of the Directors entitled to vote who are present in person at a meeting of the Board of Directors.
17. RESOLUTION IN LIEU OF MEETING
A resolution in writing, signed by all the Directors or signed counterparts of such resolution by all the Directors entitled to vote on that resolution at a meeting of the Board of Directors, is as valid as if it had been passed at a meeting of the Board of Directors duly called, constituted and held. A copy of every such resolution or counterpart thereof shall be kept with the minutes of the proceedings of the Board of Directors.
18. REMUNERATION OF DIRECTORS:
Directors shall receive no remuneration for acting as such, but may be reimbursed for reasonable out-of-pocket expenses incurred in the execution of their duties.
19. EMPLOYMENT OF OTHERS:
The Board of Directors may from time to time appoint such agents and authorize the employment of such other person or persons as it deems necessary to carry out the objects of the Society and such agents and employees shall have such authority and shall perform such duties and shall receive such remuneration as shall from time to time be decided by the Board of Directors. No Director nor any member of his/her immediate family may be a permanent employee of the Society.
DUTIES OF DIRECTORS
20. DUTIES OF PRESIDENT:
The President shall preside at all meetings of the Board of Directors or of the members of the Society and shall cast a deciding vote in the case of an equality of votes. The President shall sign all instruments which require his/her signature and shall perform all duties incident to his/her office; and shall have such powers and duties as may from time to time be assigned to him/her by the Board of Directors.
21. DUTIES OF VICE-PRESIDENT:
The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence of the President. The Vice-President shall have also such other powers and duties as may from time to time be assigned to him/her by the Board of Directors. The Vice-President, when presiding, shall cast a deciding vote in the case of an equality of votes.
22. DUTIES OF TREASURER:
The Treasurer shall maintain or secure the maintenance of the financial records of the society, and perform all duties that are properly required of him/her by the Directors.
23. DUTIES OF SECRETARY:
The secretary shall ensure that the Society complies with the requirements of the New Brunswick Companies Act, and perform all duties that are properly required of him/her by the Directors, including maintenance of the membership roll.
At each Annual General Meeting of the members an auditor may be appointed for the purpose of auditing or reviewing the accounts of the Society for the current year, and his/her report shall be submitted at the next Annual General Meeting. The auditor shall not be a Director of the Society. Unless fixed by the meeting of the members at which he/she is appointed, the remuneration of the auditor shall be determined by the Board of Directors.
MEETINGS OF MEMBERS
25. ANNUAL MEETINGS:
An Annual General Meeting of the members shall be held at such time during each year and at such place as the Board of Directors shall determine.
26. GENERAL MEETINGS:
Further general meetings of the members may be convened at such times and places as the Board of Directors shall determine.
27. CALLING OF SPECIAL MEETING:
A special meeting of the members of the Society may be called at any time by the Board of Directors whenever the same shall be necessary or advisable for any purpose. It shall further be incumbent upon the President to call a special meeting whenever required to do so on receipt of a requisition in writing signed by not less than twenty-five percent of the members of the Society, for the transaction of any business or the consideration of any manner specified in such requisition.
No public notice or advertisement of the Annual General Meeting, or any general or special meeting of the Members shall be required but, subject to the exception hereinafter expressed, reasonable efforts shall be made by the Society to give notice of the time and place of every such meeting to each member, by use of the contact information provided by the member, no less than fourteen (14) days before the holding of such meeting. Irregularities in the notice of the Annual General Meeting or any other general or special meeting or in the giving thereof, or the omission to give notice of such meeting to any member by accident or by reason of the insufficiency or inaccuracy of the contact information provided by that member, or the non-receipt of such notice by any member, shall not invalidate any resolution adopted or any action taken by or at any such meeting.
When the Society has not more than one hundred and twenty-five members, ten members attending either in person or by electronic means constitutes a quorum for a meeting of the Society; and when the membership exceeds one hundred and twenty-five, then fifteen members constitutes a quorum.
If neither the President nor the Vice-President of the Society is able to attend any meeting of the members of the Society, or neither is present within fifteen minutes after the time appointed for the holding of the meeting, or neither is willing to act as chair, the members present shall choose someone of their number to be chair.
Every member of the Society attending a meeting of the Society, either in person or by electronic means if such means is available, and in good standing, shall on a show of hands or on a poll be entitled to one vote except the chair who shall only vote in the case of an equality of votes. Motions at any meeting of the Society, save an extraordinary resolution as herein provided, shall be decided by a majority of the votes of those members who attend such meeting and are in good standing. At any meeting a resolution put to the vote at the meeting shall be decided on a show of hands unless a poll (before or on the declaration of the result of the show of hands) is demanded by at least one member entitled to vote. Unless a poll is so demanded, a declaration shall be made by the chair of the meeting that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority, or lost, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. If a poll were duly demanded, it should be taken in such manner as the chair directs and the results of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. In the case of an equality of votes the chair shall cast a deciding vote.
29. EXTRAORDINARY RESOLUTION OF THE MEMBERS:
An extraordinary resolution of the members shall mean a resolution passed by a two-thirds (2/3 ) majority of such rd members as are present in person at a general or special meeting of the members for which notice specifying an extraordinary resolution shall have been duly given at least thirty (30) days prior to the meeting.
30. ADJOURNMENT OF MEETINGS:
Any meeting of the Society or of the Board of Directors may be adjourned and subsequently reconvened and such business may be transacted at such reconvened meeting as might have been transacted at the original meeting from which such adjournment took place. Such adjournment may be made notwithstanding that no quorum is present.
The Board of Directors may from time to time appoint one or more committees for such purposes as the Board may determine.
32. SIGNING OF CHEQUES, DRAFTS AND NOTES:
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by by any two of the President, Vice-President, Secretary and Treasurer, or such other Director or Directors as the Board of Directors may from time to time designate, and who are authorised signatories for any account on which money is drawn.
33. EXECUTION OF DOCUMENTS:
All contracts, documents or any instruments in writing requiring the signature of the Society may be signed by two Directors of which at least one shall be the President, Vice-President, Secretary or Treasurer, and all such contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization or formality. The Board of Directors may by resolution appoint any other Director or Directors of the Society to sign specific contracts, documents and instruments in writing on behalf of the Society, or to sign specific classes of contracts, documents or instruments in writing on behalf of the Society..
34. GENERAL BORROWING:
The Board of Directors may by special resolution –
· Borrow money upon the credit of the Society in such amounts and upon such terms as they may deem necessary.
· Limit or increase the amount to be borrowed.
· Issue bonds, debentures, debenture stock or other securities of the Society, for such amounts and upon such terms as may be deemed expedient and pledge or sell the same for such sums and at such prices as the Directors shall determine.
· Hypothecate, mortgage, charge or pledge any or all of the real or personal property or both, including book debts, rights, powers, undertakings and franchises of the Society, to secure any such bonds, debentures, debenture stock or other securities or any money borrowed for the purposes of the Society.
· The Board of Directors may from time to time authorize any Director or Directors of the Society to make arrangement with reference to the money borrowed or to be borrowed as aforesaid, and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Society as the Board of Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Society.
Nothing in this by-law contained shall limit or restrict the borrowing of money by the Society on bills of exchange or promissory notes properly made, drawn, accepted or endorsed by or on behalf of the Society.
These by-laws may be amended, repealed or replaced by an extraordinary resolution of the members, but shall remain in force and be binding upon the Society as regards any party acting on the faith thereof, until a copy, certified by the Secretary under the Society’s seal, of by-laws repealing or replacing these by-laws shall have been received by such party.
In all the by-laws of the Society, the singular shall include the plural and the plural the singular; the word “person” shall include a firm or corporation and the masculine shall include the feminine.