TGC Constitution

Thorold Horticultural Society 2013

Article I NAME

The name of the organization shall be the Thorold Horticultural Society, hereinafter referred to as the Society. The Society is a Member of District 9 of the Ontario Horticultural Association.

Article II MISSION

The mission of the Society is the promotion of education to encourage interest and improvement in horticulture, and related environmental issues in the community.

Article III ORGANIZATION

The Society shall be a non-profit organization incorporated pursuant to the laws of the Province of Ontario, without share capital, dedicated to carrying out its mission.

Article IV AUTHORITY

Societies, through the Association, are incorporated and their legal status and direction is governed by the Act, and any revisions thereof as promulgated in the Statutes of Ontario.

Article V MEMBERSHIP

Membership in the Society is open to any person who is interested in gardening, who agrees to the Society objectives and who pays the annual membership fee. Any classes of membership and their terms of reference shall be as provided in the by-laws of the Society.

Article VI ADMINISTRATION

Members, in accordance with the Act, shall elect a Board of Directors and Executive Officers. The terms of reference for election/appointment and duties to be performed by Directors and Officers shall be provided in the By-Laws of the Society.

Article VII AMENDMENTS

The Constitution may be amended or revoked provided that the changes are approved a vote cast at an annual general meeting or special meeting called for that purpose. A notice of motion in writing of such proposed amendment or revocation must be submitted to the secretary at least 30 days in advance of the meeting so that all members may be notified within a period of 20 to 10 days prior to the meeting. Any member of a society may submit such a notice of motion.

Article VIII Dissolution

The Society may be dissolved by (a) Dissolution for Cause or (b) Dissolution by Request, as set out by the Ontario Agricultural and Horticultural Organizations Act.

BY-LAWS

By-Law 1 INTERPRETATION

In the By-Laws and in the Constitution of the Society, unless the context otherwise specifies or requires:

“Act” means the Agricultural and Horticultural Organizations Act, R.S.O.1990, Chapter A.9, as amended from time to time and every statute that may be substituted thereafter;

“Association” means the Ontario Horticultural Association;

“Audit” means an examination of books and records by a qualified Auditor or Financial Reviewers;

“Financial Reviewers” are two (2) independent, objective and knowledgeable persons in accordance with generally accepted accounting principles. They are not executive officers or board members of the Society and related to one another or the treasurer.

“Auditor” is an individual who is a qualified Chartered Accountant, and who are therefore qualified to conduct an audit of the books and records of the Society in accordance with Canadian generally accepted accounting principles.

“Board” means the Board of Directors of the Society;

“District” refers to a group of societies designated by the Association as a geographic entity within the Province;

“Horticultural Society” or “Society” means Horticultural Society, Garden Club or Garden and Horticultural Society incorporated under the Act;

“Member” shall be any person that has paid their current membership fee as set from time to time by the membership at an annual meeting;

"Ex officio" designates a member of a Board or Executive who is a person who holds or held an office to which he was neither directly elected nor appointed, often as the representative of an external body, in which case he is non-voting. An immediate past president or past director of a body is their ex officio, but has the right to vote, as long as immediate past president or past director is a member of good standing.

By-Law 2 Head Office

The head office of the Society shall be located in the city of Thorold in the Province of Ontario at such place therein as the Directors may from time to time determine.

By-Law 3 Mission

The mission of the Society is to promote interest and advances in gardening, horticulture and related environmental issues;

By holding meetings respecting the theory and practice of horticulture
By encouraging the planting of trees, shrubs and flowers on public and private grounds
By promoting balcony and community gardening and outdoor beautification
By arranging field trips, contests, competitions and exhibitions related to horticulture and awarding prizes
By distributing seeds, plants, bulbs, flowers, trees and shrubs
By promoting the protection of the environment
By promoting the circulation of horticultural information through any media
By promoting the benefits of therapeutic horticulture; and
By stimulating any interest in the study of horticulture

By-Law 4 MEMBERSHIP

Types of Membership:
1. Any person may join a horticultural society by paying the annual fee but no person under the age of eighteen years is eligible to vote at meetings of the society.
2. The Society will have 2 different types of Membership
  1. Individual Membership - this membership is for one (1) name and one (1) vote.
  2. Couples Membership - will consist of two (2) peoples names and each person shall have one (1) vote.
3. A partnership or corporation or an association directed towards horticultural interests may become a member of the society upon payment of the annual fee and shall designate one person to exercise the privilege of membership in the society.

Rights: All members shall have equal rights and privileges, except members under the age of eighteen who shall not have the right to vote at meetings of the membership nor to serve on the Board of Directors.

Fees: Membership fees shall be as determined by a vote of the membership present at any regularly scheduled meeting. Any change in fee structure shall take effect the fiscal year after the change has been approved.

By-Law 5 ADMINISTRATION

5.A Board of Directors

5.A.1 Board of Directors: The Board of Directors shall consist of elected Executive Officers, an appointed Treasurer, an Ex-officio Advisor and up to TEN (10) elected Directors. The directors will have had no less than 50% attendance at regular monthly meetings in the previous 12 months. If a member of the Board misses 3 consecutive Board meetings without attending, the Board of Directors may ask for the board member’s resignation. The Board may fill Board vacancies occurring between Annual Meetings.

5.A.2 Elected Executive Officers: The elected officers shall include a President, one Vice-President and a Secretary. These officers shall be elected at the Annual General Meeting.

5.A.3 Time in office: President can be re-elected and can extend annually. 5 Directors can serve a TWO (2) year term and 5 Directors can serve a ONE (1) year term.

5.A.4 Appointed: The Treasurer shall be appointed by the Board from among its members or the membership of the Society. This appointment will take place at the first executive meeting in the new fiscal year.

5.A.5 Ex-officio Advisor: The ex-officio advisor may be the immediate Past President of the Society, or any other person appointed by the Board.

5.A.6 Nominations: A slate of names from among the membership of the Society over the age of eighteen (18) to serve as elected members of the Board, shall be put forward at the Annual Meeting by a Nominating Committee, whose membership shall be as determined by the Board. Additional names from among the eligible membership may be proposed from the floor for any elected position of the Board.

5.A.7 Rights: All Board members shall have voice and one vote at any Board meeting with the exception of the appointed Treasurer.

5.B Meetings

5.B.1 General Meetings: Held every third Wednesday of the Month except for the months of December, January, July and August.

5.B.2 Meeting locations will be determined by the Board within the City of Thorold.

5.B.3 The Board may choose to change location of the meetings away from the City of Thorold with advance notice to the members.

5.B.4 Voice: All those members attending shall have a voice.

5.B.5 Vote: All members of the Society, except the appointed Treasurer, shall have a vote in general matters.

5.B.6 Other Meetings: Other meetings of the membership and meetings of the Board shall be as determined from time to time by the Board. Any regular business brought forward by a member may be considered at any meeting.

5.B.7 Board Meeting: A meeting of the board shall be called by the secretary upon the direction of the president or of any three members of the board by sending notice thereof to all the members of the board at least seven days before the time fixed for the meeting.

By-Law 6 ELECTION/APPOINTMENT OF OFFICERS AND AUDITOR

6.1 The Board shall appoint the Treasurer. All other positions are elected annually by the general membership.

6.2 An Auditor or Financial Reviewers shall be recommended by the Board, and elected by the voting members at the Annual General Meeting, to carry out the audit of the ensuing year.

6.3 A Nominating Committee, chaired by the Immediate Past President, shall be appointed by the Board to ensure that candidates are available for each Office. All nominations must be forwarded to the Society Secretary, who shall forward them to the Committee Chair. A Report of the Nominating Committee shall be submitted to the members 30 days prior to the Annual Meeting. The Chair of the Nominating Committee shall call for any further nominations from the floor at the Annual General Meeting, and complete the nomination process.

6.4 Nominees for Office should be a member in good standing.

6.5 A nomination must include the following information:

Name of the Office and the nominee

6.6 If there is more than one candidate for a position. The candidate receiving a simple majority vote in a secret ballot shall be declared the winner. The election shall be carried out according to Society regulations.

6.7 For an Officer of the Society who is unwilling or unable to carry out the responsibilities of office, the Board shall appoint, for the balance of his term, a replacement from among themselves, subject to succession by the next ranking Officer.

By-Law 7 DUTIES OF OFFICERS AND DIRECTORS

Duties: General duties of the Board, Officers, Financial Reviewers/Auditors, Committees and Members shall be as determined by the Board or Membership from time to time. These shall be known as Operating Policies (see Schedule A) and shall be in effect until amended or rescinded.

Authority: The legal authority for the Society shall be vested in the Board. Between meetings of the membership, the Board shall have the authority to act for the membership. Between meetings of the board, the authority to act for the Board shall be as determined by the Board.

By-Law 8 FISCAL YEAR AND MEMBERSHIP YEAR

The fiscal year of the Society shall be from November 1st to October 31st .

The membership year shall be from January 1st to December 31st .

By-Law 9 QUORUMS AND VOTING

General Meeting or Annual Meeting Quorum: 50% or more of an average of attendance of the last 6 general meetings.

Executive Meeting Quorum: 50% plus ONE (1) of the voting members of the Board of Directors.

General Meeting or Annual Meeting Vote: 50% plus ONE (1) of those present, a member in good standing and voting, shall qualify for a vote, any time a vote is taken at a membership meeting.

Executive Meeting Vote: 50% plus ONE (1) of those present, a member in good standing and voting when convening a Board meeting and at any time a vote is taken at a Board meeting.

By-Law 10 ANNUAL GENERAL MEETING

Annual Meeting: The Annual Meeting shall be held in November. The Annual Meeting shall be held on the scheduled date and shall start no earlier than 7:30 PM at a place located within the City of Thorold.

The Retiring Board shall present a report of the activities of the Society during the previous year

The Audited Financial Statement for the previous year.

Elections shall be held; and

Any other business which may be brought forward by a member shall be considered.

Voice: All those members attending shall have a voice.

Vote: All members of the Society, except the appointed Treasurer, shall have a vote in general matters.

Reporting to the District: The Society, within ninety days of the annual meeting of the organization, submit to the Director,
1. a copy of the audited financial statement;
2. a statement of the number of current members;
3. a list of the directors and officers of the organization and their addresses; and
4. a copy of the annual report submitted at the annual meeting.

By-Law 11 EXECUTION OF DOCUMENTS

Any two of the President, Secretary and Treasurer shall sign all cheques, drafts or orders for the payment of money, and all notes and acceptances and bills of exchange.

The President or one of the Vice-Presidents together with the Secretary or Treasurer may sign contracts, documents or any instructions in writing requiring the signature of the Society. The Executive Board has power from time to time by resolution to appoint any Officer or Officers to sign contracts, documents or instruments in writing relating to special projects.

By-Law 12 Finances

Financial Reports: Regular financial reports shall be presented to the membership and to the Board. A reviewed financial report shall be presented to the membership at the Annual Meeting.

Budget: A budget, approved by the Board, for the current year shall be presented to the membership at the first meeting of the new fiscal year.

Expenditures: Budgeted expenditures may be disbursed by the Treasurer when authorized by the President. Unbudgeted expenditures over the amount of seventy five dollars ($75) must be approved by the Board prior to expenditure.

Security: The Society shall provide for Security of the Treasurer to cover any loss of the funds of the Society.

By-Law 13 INDEMNIFICATION OF DIRECTORS AND OFFICERS

Every Director and Officer of the Society and his or her heirs, executors and administrators respectively shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Society only from and against:

a) all costs, charges and expenses whatsoever such Director or Officer sustains or incurs in or about any action, suit or proceeding that is brought, commences or prosecuted against him or her for or in respect of any deed, act, matter or thing whatsoever made, done or committed by him or her, in or about the execution of the duties of his or her office;

b) all other costs, charges and expenses he or she sustains or incurs in or about or in relation to the affairs of the Society; except such costs, charges and expenses as are occasioned by his or her own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Society. The Society may provide insurance to cover this liability of the Society.

By-Law 14 RULES OF ORDER

Robert's Rules of Order shall govern proceedings at all meetings of the Society. If the rules of order are in conflict with the By-Laws, the latter shall prevail.

By-Law 15 Constitutions

15.1 Adoption: The separate Articles and By-laws of this constitution shall be considered to be adopted when separately approved by a vote.

15.2 Ratification: These By-laws must be ratified by a majority vote at a membership meeting after it has been adopted. Changes may be made by a vote.

15.3 Mandated Amendments: Amendments not contrary to provisions of a current Agricultural and Horticultural Organizations Act or regulations for Horticultural Societies, which may be set by the Ministry of Agriculture and Food of the Province of Ontario, shall be authorized by the Board and made by the Secretary.

15.4 Other Amendments: Amendments not contrary to provisions of a current Agricultural and Horticultural Organizations Act or regulations for Horticultural Societies which may be set by the Ministry of Agriculture and Food may be made by the membership by vote of the membership at any meeting providing advance notice on intent to amend has been circulated to the membership.

The following provisions apply:

A notice of motion in writing of the proposed amendment, or revocation, has been submitted to the Secretary 30 days before the meeting.
Any member of a society which is in good standing may submit such notice of motion in addition to the Officers and Directors of the Society.
The Secretary shall notify all members of proposed amendments 20 to 10 days prior to the meeting.

15.5 Repeal: Any other constitution for the society which may exist is hereby repealed.

By-Law 16

Dissolution for Cause: If the Society fails to comply with Section 15 of the Ontario Agricultural and Horticultural Organizations Act of Ontario, the Minister may cancel the certificate of incorporation of the organization and it is dissolved on the date specified by the Minister.

Dissolution by Request: If the Society fails to provide the necessary administrative authority to function, the organization may be dissolved by the Minister upon the authorization of a special resolution passed at a meeting of the members duly called for that purpose.

Whether dissolved by Cause or Request, the persons comprising the board at the date of dissolution are the trustees of the assets of the society and shall deliver to the District Director a statement of the assets and liabilities of the organization.

The District Director may direct the trustees to pay the debts of the society and liquidate any assets for such purposes. All money and assets remaining after payment of debts shall be disposed of by the trustees in such a manner as they may determine.

Approved by Members of the Thorold Horticultural Society

on this 20th day in November, in the year 2013.

Signed by ___________________ and _____________________

President Member Representative