SOCIETIES ACT – SCHEDULE A HALLMARK SOCIETY
Constitution
1.The name of the Society is the HALLMARK SOCIETY
- The mission of the Society is to encourage the preservation of structural, natural, cultural and horticultural heritage within the Capital Regional District (CRD).
- To advocate the preservation, conservation and restoration of heritage and to work towards a public awareness and understanding of heritage in the Capital Regional District
- To list and research those structures which are considered to be of particular historical, cultural and/or architectural interest in the CRD to list and research those natural or cultural landscapes or landscape features which are considered to be of particular historical, horticultural and/or design interest in the CRD
- To conserve, maintain and expand an active archive.
- To collect and disseminate information on heritage preservation, conservation and restoration and to make recommendations from time to time regarding heritage presentation, conservation and restoration.
- To cooperate by sharing information with agencies or organizations whose goals are similar to those of this Society
- To conduct and arrange exhibits, tours, or other cultural, educational or recreational activities which will promote and stimulate public interest in heritage in the CRD
- To raise such funds as are necessary for the business of the Society
- To acquire assets by gift, purchase or otherwise: and to maintain and/or sell, lease or let these assets for the benefit of the Society
1. Membership
SOCIETIES ACT – SCHEDULE B HALLMARK SOCIETY
By-Laws
- Membership in the Society is open to any person interested in the objectives of the Society and who is willing to abide by its constitution and by-laws.
- Prospective members may join by applying to the Membership Chairperson and completing an application form.
2. Fees
- The fees and privileges of membership shall be decided upon by the Board of Directors and ratified annually at the Annual General Meeting.
- Membership fees shall be payable in advance.
- The membership fees shall be paid by October 1 of each year.
- New members shall pay a pro-rated portion of the fees upon joining the organization.
3. Termination of Membership
- In the case of any member whose fees have not been paid on or before the first day of the third calendar month thereafter, that membership shall automatically terminate.
- A member may withdraw from the Society by tendering his or her resignation in writing to the Membership Chairman of the Society, or to the Board of Directors.
- A member may be expelled from the Society by a resolution of the Board of Directors ratified by the next general meeting.
4. Meetings
- Annual General Meeting
- The Annual General Meeting shall be held in September of each year.
- Thirty days’ notice in writing of the time and place of the Annual General Meeting shall be given to all members.
- The Annual General Meeting shall receive the annual reports of the outgoing Board of Directors and shall elect a Board of Directors for the next year. The outgoing President shall preside.
- The new Board of Directors shall assume office at the conclusion of the Annual General Meeting.
- General Meetings
- General meetings shall be held at such times and places as may be determined by the Board of Directors.
- Seven days’ notice in writing of the time and place of the general meeting shall be given to all members.
- A minimum of three meetings per year must be held.
- Board of Directors meetings
- The Board of Directors shall meet at least once a month.
- Board of Directors meetings shall be held prior to general meetings to prepare agenda.
5. Quorum
- A quorum for general meetings shall be 15 members including officers.
- A quorum of the Board of Directors shall consist of half of the elected of officers plus 1.
- If a quorum is not present by the appointed hour for the transaction of business, the presiding officer may adjourn the meeting and reconvene it within seven days.
6. Majorities
- A simple majority is sufficient at all meetings except in the case of amendments to the by-laws where a 2/3 majority of those present shall be required.
- In any situation requiring it, the presiding officer shall cast the deciding vote.
7. Elections
- Immediately after the Annual General Meeting, the Board of Directors shall appoint a nomination committee of three members, one from the current Board of Directors and two from the general membership, who shall contact the members of the Society and Directors and prepare a list of candidates for the following positions:
President
First Vice-President
Second Vice-President
Corresponding Secretary Treasurer
Directors (up to 8)
- All terms shall be for two years, with one-half of the positions to be elected each year,
- No member shall serve for more than three consecutive terms, except where a further term is ratified by the membership.
- Nominations will be made in writing to the Nominating Committee.
- Nominations may be made from the floor at the Annual General Meeting.
- Nominees must be present or have provided written consent for a position.
- All candidates for office must be a member in good standing.
- Vacancies on the Board of Directors may be filled by the Board of Directors provided this selection is ratified by the membership at the next general meeting.
- Voting shall be done by secret ballot.
8. Board of Directors duties
- The duties of each name officer shall be those as outlined in Hallmark Society job descriptions.
- Board of Directors members who miss three consecutive meetings without reasonable cause are to resign.
9. The Heritage Building Foundation of the Hallmark Society
- Eight members of the Society shall be elected to the Heritage Building Foundation of the Hallmark Society for a term of up to two years.
- The following officers of the Society shall automatically be included in the eight members: namely, the President, First Vice-President, Corresponding Secretary, and the Treasurer.
- The terms of office of the four members elected, other than those named subsection (b) above, shall be arranged so that not more than two members complete their term in any one year.
- The Corresponding Secretary shall provide regular reports to the Board of Directors.
10. Committees
The Board of Directors shall have the power to appoint members to standing or special committees for the purpose of assisting the Board Directors, or to pursue a particular object of the Society.
- These committees shall report to the Board of
11. Finances
- The Hallmark Society may borrow from time to time as deemed necessary. Any borrowing over $1,000.00 must be ratified by the
- Members of the Society shall be entitled to reimbursement for actual authorized out-of-pocket expenses incurred in carrying out the business of the Society, but no member of the Society acting solely as a member of the Society shall be remunerated for service to the Society except under the following conditions:
- that some work has already been carried out on the project or service and that it is already well formed and that the service or project accomplishes one of the aims of the Society as stated in the constitution or furthers the aims of the Society substantially in some other way,
- that a motion is passed at a general meeting of the Society agreeing in principle to such an expenditure for a specific service or project and establishing specific obligations for any paid members of the Society undertaking the service or project.
- that the Board of Directors nominate a candidate or candidates to carry out the service or project specified in item (ii) and that such candidates be selected on the basis of their past interest and participation in the service or project, and their ability to carry out their obligations satisfactorily.
In the event that the Board of Directors can find no suitable candidate at least by the next general meeting of the Society, it shall so inform the meeting. If a suitable candidate is found, a member of the Board of Directors will propose the candidate by means of a motion at a general meeting of the Society.
- That a motion will then be put forward by a member of the Board of Directors, with the consent of the Board of Directors proposing the specific remuneration to be granted to the member agreed upon in the motions described above. Payment to members shall be made in installments by the Treasurer. The Board of Directors shall decide upon the details of the installments. Final payment shall be made only after the member has fulfilled all his or her obligations as specified in the motion recorded.
- All books and records of the Society must be kept at the office of the Society or by a Board of Directors member, and may be inspected by any Member of the Society at any time subject to reasonable notice.
- The Society may form an audit committee to examine the books of the Society annually with the authority to request an independent audit if necessary.
12. Amendments
Amendments to the By-Laws of the Society shall be made by special resolution of the Society, on 30 days prior notice of intention to amend being given before the special or general meeting of the Society at which such motion to amend be given. The requisite majority shall be 2/3 of members present and in good standing.
13. Roberts Rules of Order shall be applied where the constitution is not clear on an issue.
14. Dissolution Clause
Upon the winding up or dissolution of the Society, any funds remaining in the Society remaining after satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations as may be decided upon by the members of the Society at the time of winding up or dissolution; provided that each organization referred to in this paragraph shall be a charitable organization, a charitable corporation, or a charitable trust recognized by the Canada Revenue Agency as being qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect.
15.Geographic Limitation
The operations of the Society are to be chiefly carried on in the Capital Regional District.