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BY-LAWS OF THE SOCIETY
(as revised at the Annual Meeting of August 17th, 1999, St. Martins, N.B.)
NAME:
1. The name of the Corporation is QUACO HISTORICAL AND LIBRARY SOCIETY
INC.
OBJECTS:
2. The objects of the Corporation are as follows:
(a) To promote an interest in and the preservation of the history of the
Quaco-St. Martins area in New Brunswick;
(b) To provide for the storage and display of archival material and
artifacts;
(c) To establish a library for general literature;
(d) To hold all property both real and personal, and the profits and
income arising therefrom, acquired by the Quaco Historical and Library
Society, Inc. by purchase, gift, bequest or otherwise in trust for the
objects and purposes for which the Company is incorporated.
3. Membership in the Corporation shall be limited to persons interested in
furthering the objectives of the Corporation and whose application for
admission as members has received the approval of the Board of Directors.
Membership shall consist of the following categories:
(a) Active: any person who, upon acceptance by the Board and upon payment
of the required fee is available for active participation in the affairs
of the Corporation. These members shall have voting privileges;
(b) Associate: Those persons who, upon acceptance by the Board and upon
payment of a higher fee than (a) desire to be associated with the
Corporation and, when present at meetings, shall have voting privileges;
(c) Joint Membership: available to a husband and wife living in the same
household, for a fee less than the amount of two single memberships. Both
partners in a joint membership shall have voting privileges;
(d) Honorary Life Member: any persons who, upon recommendation from the
Board of Directors, having rendered exemplary service to the Corporation,
may, upon vote of two thirds of members present at the Annual Meeting, be
made an Honorary Life Member of the Corporation with voting privileges. No
more than two such memberships may be given in any one year;
(e) Benefactor: an individual or company who has, through their
generosity; contributed to the Corporation a minimum of $1,000 or the
equivalent in goods and services. Benefactors have no voting privileges
but may become active members by payment of the required fee as well;
(f) Patron: individuals whose interests in the objectives of the
Corporation and whose position in the community lend protection and
influential support to the Corporation. They shall pay no fees and have no
vote.
5. The membership fees shall be fixed by the Corporation at the Annual
Meeting of members of the Corporation.
6. Membership in the Corporation shall be automatically terminated on
default of payment of the required annual dues after a period of six
months following three notifications in writing of all such delinquent
members. The first two of these shall be a general notification
incorporated with the meeting minutes but the final notice shall be a
personalized note to the delinquent member.
HEAD OFFICE:
7. The Head Office of the Corporation shall be located at the Village of
St. Martins in the County of Saint John and Province of New Brunswick, at
the place therein where the business of the Corporation may from time to
time be carried on.
BOARD OF DIRECTORS:
8. The property and business of the Corporation shall be managed by the
Executive Committee and Administrative Committee, one half plus one of
whom must form the total Board of Directors:
(a) The Executive Committee (elected) and the Administrative Committee
(appointed by the Board) who shall automatically form the Board of
Directors upon election or appointment.
Executive Committee:
Immediate Past President (automatic)
President
Vice President
Councillor (Member-at-large)
Administrative Committee:
Curator
Librarian
Building Committee Chairman
(b) These persons upon election or appointment shall appoint an Executive
Secretary and a Treasurer. The Executive and Administrative Committees
shall comprise at least half plus one of the total allowable number of
Board members.
9. Directors to be elected at the Annual Meeting of members every second
year shall be as follows:
President
Vice President
Councillor
Officers automatically named to the Board shall be as follows:
Curator
Librarian
Executive Secretary
Treasurer
Building Committee Chairman
The Immediate Past President shall serve automatically on the Board.
10. The office of Director shall be automatically vacated:
(a) if a Director shall resign her (or his) office by delivering a written
resignation to the Executive Secretary of the Corporation;
(b) if she (or he) is found to be a lunatic or becomes of unsound mind;
(c) if she (or he) becomes bankrupt or suspends payment or compounds with
her (or his) creditors;
(d) if at a special general meeting of members a resolution is passed by
three quarters of the members present at the meeting that she (or he) be
removed from office;
(e) if she (or he) is absent from three consecutive Board meetings without
cause;
(f) on death;
provided that if any vacancy shall occur for any reason in this paragraph,
the Directors may by resolution fill the vacancy with a person in good
standing on the books of the Corporation as a member.
11. Meetings of the Board of Directors may be held at any time and place
to be determined by the Directors, provided that sufficient advance notice
shall be sent in writing to each Director. No formal notice shall be
necessary if all Directors are present at the meeting or waive notice
thereof in writing.
12. Directors, as such, shall not receive any stated remuneration for
their services, but, by resolution of the Board, expenses of their
attendance may be allowed for their attendance at each regular or special
meeting of the Board. Such fixed sum may be paid to the Directors as the
members may by resolution determine, provided that nothing herein
contained shall be construed to preclude any Director from serving the
Corporation as an officer or in any other capacity.
13. A retiring Director shall remain in office until the dissolution or
adjournment of the meeting at which her (or his) successor is elected. A
Director shall hold office until the next annual meeting of members
following her (or his) appointment.
14. The Directors may exercise all such powers of the Corporation as are
not by the New Brunswick Companies Act or by these by-laws required to be
exercised by the membership at general meetings.
15. The Directors shall have power to authorize expenditures on behalf of
the Corporation from time to time and may delegate by resolution to an
officer or officers of the Corporation the right to employ and pay
salaries to employees. The Directors shall have power to make expenditures
for the purpose of furthering the objects of the Corporation. The
Directors shall have the power to enter to enter into a trust arrangement
with a Trust Company for the purpose of creating a trust fund in which the
capital and interest may be made available for the benefit of persons who
qualify under the objects of the Corporation in accordance with such terms
and conditions as the Board of Directors may prescribe.
16. The Directors of the Society may from time to time:
a) borrow money or otherwise obtain credit upon the credit of the Society
in such amounts and upon such terms as may be considered advisable;
b) issue, reissue, sell or pledge debt obligations of the Society,
including without limitation, bonds, debentures, debenture stock, notes or
other securities or obligations of the Society, whether secured or
unsecured for such terms sums, upon such terms, covenants and conditions
and at such prices as may be deemed expedient;
c) charge, mortgage, hypothecate, pledge, assign, transfer or otherwise
create a security interest in all or any currently owned or subsequently
acquired real or personal, movable or immovable property of the Society,
including among other things, book debts and unpaid calls, rights, powers,
franchises and undertaking, to secure any money borrowed or any other debt
or liability of the Society
d) guarantee to CIBC the indebtedness and liability of any person, firm or
corporation, in either a limited or unlimited amount and either with or
without security; and
e) delegate to such one or more of the Officers and Directors of the
Society as may be designated by the Directors all or any of the powers
conferred by the foregoing clauses of this By-Law to such extent and in
such manner as the Directors shall determine at the time of each
delegation.
17. The Board of Directors shall take such steps as they may deem
requisite to enable the Corporation to receive donations and benefits for
the purpose of furthering the objects of the Corporation.
18. The officers of the Corporation shall be: President, Vice President,
Councillor, Curator, Librarian, Building Committee Chairman, Executive
Secretary, Treasurer and such other officers as the Board of Directors may
by by-law determine. The offices of Executive Secretary and Treasurer may
be held by the same person.
19. The officers of the Corporation shall be elected and/or appointed at
the Annual Meeting of membership and, subject to the provisions of any
written employment agreement, the Board may remove for cause any such
officer.
20. The Board may appoint such agents and engage such employees as it
shall deem necessary from time to time and such persons shall have such
authority and shall perform such duties as shall be prescribed by the
Board at the time of such appointment.
21. The remuneration of all officers, agents and employees shall be fixed
by the Board of Directors by resolution. Such resolution shall have force
and effect only until the next annual or special general meeting of
members when it shall be confirmed by resolution of members, and in
absence of such confirmation by the members, then the remuneration to such
officers, agents or employees shall cease to be payable from the date of
such meeting of members.
22. The officers of the Corporation shall hold office for two years and
until their successors are elected or appointed.
DUTIES OF OFFICERS:
23. The President shall be the Chief Executive Officer of the Corporation.
She (or he) shall preside at all meetings of the Corporation and of the
Board of Directors. She (or he) shall have the general and active
management of the business of the Corporation. She (or he) shall see that
all orders and resolutions of the Board are carried into effect and she
(or he) or the Vice President with the Executive Secretary or other
Officer appointed by the Board for the purpose shall sign all by-laws and
other documents requiring the signatures of Officers of the Corporation.
24. The Vice President shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President and
shall perform such other duties as shall be from time to time be imposed
on her (or him) by the Board.
25. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation and in such depositories as may be designated by the Board of
Directors from time to time. She (or he) shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and Directors at the
regular meeting of the Board, or whenever they may require it, an account
of all her (or his) transactions as Treasurer and of the financial
position of the Corporation. She (or he) shall also perform such other
duties as may from time to time be determined by the Board.
26. The Executive Secretary shall attend all sessions of the Board and all
meetings of the members and act as clerk thereof and record all votes and
minutes of all proceedings in the books to be kept for that purpose. She
(or he) shall give, or cause to be given, notice of all meetings of the
members and of the Board of Directors and President under whose
supervision she (or he) shall be. She (or he) shall be custodian of the
seal of the Corporation, which she (or he) shall deliver only when
authorized by a resolution of the Board to do so and to such person as may
be named in the resolution.
MEETINGS:
27. The Annual Meeting of the members of the Corporation shall be held at
the head office of the Corporation or elsewhere in Canada as the Board of
Directors may designate, on the third Tuesday in August at seven-thirty
p.m. unless such time and date shall be changed by the Board of Directors.
At such meeting the members shall receive a report of the Directors and of
each standing committee of the Corporation.
28. Ten days prior written notice shall be given to each member of any
annual, or special general meeting of members. Seven members present in
person at the meeting, of whom three shall be officers of the Corporation
shall constitute a quorum. There shall be no fewer than six general
meetings of members, including the Annual Meeting in each fiscal year of
the Corporation.
29. The fiscal year of the Corporation shall be the calendar year.
30. At all meetings of members of the Corporation every question shall be
determined by a majority of votes unless otherwise specifically provided
for by these by-laws.
AMENDMENT OF BY-LAWS:
31. By-laws of the Corporation may be enacted, and the by-laws repealed or
amended by a majority of the Directors at a meeting of the Board of
Directors and sanctioned by an affirmative vote of at least two thirds of
the members at a meeting duly called for the purpose of considering said
by-laws.
AUDITORS:
32. The members shall at each annual meeting appoint an auditor to audit
the accounts of the Corporation to hold office until the next annual
meeting, provided that the Directors may fill any causal vacancy in the
office of auditor. The remuneration of the auditor shall be fixed by the
Board of Directors.
SIGNATURE AND CERTIFICATION OF DOCUMENTS:
33. Contracts, documents or any instrument in writing requiring the
signature of the Corporation shall be signed by any two of the President,
Vice President, Executive Secretary, or Treasurer and when so signed shall
be binding upon the Corporation without any further authorization or
formality. The Directors shall have power from time to time by by-law to
appoint an officer or officers on behalf of the Corporation either to sign
contracts, documents and instruments in writing. The seal of the
Corporation when required may be affixed to contracts, documents and
instruments in writing signed as aforesaid or by any officer or officers
appointed by resolution of the Board of Directors.
NO PROFIT TO MEMBERS:
34. The Corporation shall be carried on without any purpose of gain for
its members or officers and any profits or accretions to the Corporation,
whether acquired by way of income, purchase, gift, bequest or otherwise,
shall be used in promoting the objects of the Corporation.
DISSOLUTION OR WINDING UP:
35. In the event of dissolution or winding up of the Corporation, any
assets remaining after the payment and satisfaction of its debts and
liabilities shall be distributed to one or more recognized charitable
organizations in Canada. All archival material in the custody of the
Society shall be provided to the Provincial Archives in Fredericton.
RULES AND REGULATIONS:
36. The Board of Directors may prescribe such rules and regulations
consistent with these by-laws relating to the management and operation of
the Corporation as they deem expedient, provided that such rules and
regulations shall have force and effect only until the next annual meeting
of members of the Corporation when they shall be confirmed, and in default
of confirmation and such annual meeting of members shall at and from that
time cease to have force and effect.
DATED AT THE VILLAGE OF ST. MARTINS in the County of Saint John and
Province of New Brunswick, this seventeenth day of August 1999.
(signed by)
Colin Pyette, (then) President
Ilie Crowther, (then) Vice President
Elizabeth Thibodeau, (then) Executive Secretary and Treasurer |
