(Approved June 20, 2000, revised and approved at the Annual General Meeting, November 20, 2001; revised and approved January 17, 2002; Nov. 15, 2016; Nov. 21 2017; Nov. 18, 2019)
ARTICLE I – NAME OF THE ORGANIZATION [copied from Memorandum of Association]
The name of the organization shall be “Cumberland County Genealogical Society”, hereinafter called the Society.
ARTICLE II – MEMBERSHIP
Membership is open to all who support the objects of the Society.
Membership is by calendar year. One who joins after 15 November in any year shall begin membership effective 1 January next following. Membership in good standing is begun and maintained by payment of the membership dues. Dues not paid by 1 March shall cause removal of the member from the roll. Good standing is resumed upon payment of arrears or by rejoining. Each member is responsible for advising the Society promptly of changes of address.
Any member may resign from the Society by giving written notice to the Board of Directors.
Members in good standing may attend and vote at general meetings and be eligible for election to office as hereinafter provided.
Members in good standing shall receive one copy of each issue of the newsletter of the Society.
Membership may be refused or revoked because of unethical practice of genealogy. Members whose conduct is considered by the Board of Directors to be contrary to the stated objects of the Society shall be asked by the Board of Directors to explain or justify their actions. If these members are unwilling or unable to do so, they shall be asked by the Board of Directors to resign from the Society. If they do not resign, the Board of Directors shall give proper notice of motion, to be considered at the next general meeting, requesting the expulsion of these members. A copy of this motion shall be communicated to the members concerned in time for that person to make a written response. If a response is made, it shall be circulated with the notice of motion. Approval of such a motion shall require a majority vote conducted at the meeting. The members concerned shall be invited to attend the meeting and to explain their positions before the vote is taken.
The Board of Directors may confer honorary life membership to recognize major contributions in the field of genealogy.
The Board of Directors may authorize exchange agreements with other societies, associations or institutions. Such exchange agreements shall not confer full rights of membership on such societies, associations or institutions.
Membership in the Society shall cease;
a) upon death, or
b) if the member resigns by written notice to the Society, or
c) if the member ceases to qualify for membership in accordance with these by-laws, or
d) if by a vote of the majority of the members of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society has been terminated.
ARTICLE III – GOVERNMENT
The Executive of the Society shall consist of those persons elected to the offices as outlined in Article V. The Directors of the Society shall be those persons elected to office as outlined in Article V. The Board of Directors of the Society shall consist of those persons elected to those offices as outlined in Article V. The Board of Directors shall exercise such powers as are or may be conferred upon it by these By-Laws or any general meeting of the Society. The Executive shall be responsible for the management of the affairs of the Society between general meetings; shall take the initiative in preparing policies and actions, in concert with the Directors of the Society, for consideration and possible action by the general membership; and shall be responsible for the implementation of all resolutions passed at general meetings.
Meetings of the Executive and/or the Board of Directors, shall be called by the President, who shall be responsible for the preparation of the agenda. The Board of Directors shall also meet at the written request of at least 15% of its members.
Each Executive member and each Director shall have one vote, and the President shall have a second casting vote in case of a tie.
A quorum at meetings of the Executive and/or Board of Directors shall be one more than half its total number.
The Board of Directors shall meet at least three times a year to receive reports, discuss and direct the Society’s business. One meeting shall precede the Annual General Meeting (AGM) in order to arrange business and draw up an agenda.
The Board of Directors may fill, from the general membership, any vacancy on the Board of Directors caused by the resignation or death of an officer, such a replacement to serve only until the next AGM.
A Board member who fails to attend three consecutive Board meetings without a valid reason is deemed to have resigned. The Board of Directors may fill, from the general membership, any such vacancy by appointment until the next AGM.
The Officers as listed in Article V shall constitute the Board of Directors of the Society. The Board of Directors shall exercise such powers as may be conferred upon it by these By-Laws. The Board of Directors shall serve as advisors to the Executive of the Society, and the Executive shall be bound by motions made at meetings of the Board of Directors to bring all such motions forward to the general membership by the reading of the recorded minutes of such meetings.
Any member nominated to any office of the Society must either be present at the time of their election to office or indicate in writing prior to the election their willingness to accept the office to which they have been nominated.
A meeting of the Board may be held at the close of every annual meeting without notice for the purpose of electing officers. For all other board meetings, notice is required and must:
a) specify a date, place and time of the meeting,
b) be given to the Board members seven (7) days prior to the meeting
c) be given to the Board members by newsletter, e-mail, telephone and/or other electronic means,
d) the non-receipt of the notice by any Board member shall not invalidate the proceedings,
e) Notice can be waived for Board meetings with the unanimous approval of the Board.
ARTICLE IV – GENERAL AND SPECIAL MEETINGS
The AGM shall be held at a time and place decided by the Board of Directors. Notice of the AGM shall be given not less than 30 days prior to the date of the meeting by e-mail or regular mail or delivered in person, and such notice must indicate the date, time and location of the meeting, and include a tentative agenda.
The general membership shall retain all powers of the Society except those delegated in these By-laws to the Board of Directors.
The President shall call a special general meeting, on the written requisition of twenty-five percent or more members of the Society, by giving sufficient notice of the time and place of the meeting and of the specific items to be considered. No additional items may be added to the agenda for a special general meeting.
A quorum at the AGM and at special general meetings shall be the number of the Executive and Directors present plus and equal number of the members present plus one.
For all General and Special meetings, notice is required and must:
a) specify a date, place and time of the meeting,
b) be given to the members seven (7) days prior to the meeting
c) be given to the members by newsletter, e-mail, telephone and/or other electronic means,
d) the non-receipt of the notice by any member shall not invalidate the proceedings,
e) Notice can be waived for meetings with the unanimous approval of the members in attendance at the stated General and/or Special meeting.
ARTICLE V – OFFICERS AND THEIR DUTIES
The Officers shall be elected at an AGM. No officer shall receive any remuneration for duties performed on behalf of the Society, but may be reimbursed for reasonable expenses incurred while performing these duties.
The term of an officer shall be two years. Time served as a replacement officer shall not be counted as part of such a term.
Officers may be re-elected for an additional term of one year. Officers’ terms begin at the end of the AGM at which they are elected, and conclude at the end of the AGM which elects their successors, unless they resign, or are removed from office by a majority vote of the body that elected them. Any retiring officer shall pass to his or her successor the records and materials pertaining to the conduct of his or her position. The term of Directors shall be staggered so that no more than one-half of the Directors should be changed in any one year. In the first year in which there are Directors, one half shall be elected for a period of one year only.
The Executive and Directors of the Society shall be as follows:
a) President
b) Vice president
c) Secretary
d) Treasurer
e) Immediate Past President
f) The number of Directors of the Society shall not exceed six.
The PRESIDENT is the chief executive officer, being responsible for the general supervision of the Society’s affairs and ensures that all policies and actions approved by the general membership or by the Board of Directors are properly implemented; presides at all General, Executive and Board of Directors meetings; if the President is unable to be present, he or she shall delegate this responsibility to another officer, usually the Vice President.
The VICE PRESIDENT fulfills the duties of the President when that person is temporarily absent or otherwise unable to perform the duties of the office; maintains regular liaison with consultants and other organizations in the province. Acceptance of this office implies willingness to be nominated as President at a future date.
The SECRETARY prepares, maintains, and distributes minutes for meetings of the general membership and of the Executive and of the Board of Directors; notifies appropriate members of meetings; and maintains the membership and mailing lists. In case of absence, this officer shall provide a substitute. The Secretary will also be responsible for the safekeeping of all other books, records, correspondence and documents belonging to the Society, except those of a financial nature. The books, records, correspondence and documents of the Society shall be made available for viewing to any member of the Society at any reasonable time and by mutual agreement as to location on request to the secretary.
The TREASURER is responsible for the care and custody of the funds and other financial assets of the Society, and for making payments for all approved expenses incurred by the Society. The Treasurer maintains books of the accounts and is responsible for the safekeeping of such books of accounts, which shall be made available for inspection by any member of the Society at any reasonable time and by mutual agreement as to location on request to the Treasurer. At each AGM, the Treasurer shall present an audited account of the finances of the Society and a budget for the following fiscal year, which shall include any consequent recommendations for changes in the annual dues paid by members. The Treasurer shall be responsible for liason with the Membership Chairperson for purposes of advising members about dues owing to the Society.
Directors shall consist of members of the Society who shall be elected by the membership at the AGM. It shall be the responsibility of the Directors to attend meetings of the Board of Directors, participate in discussions on the affairs of the Society at those meetings, and make appropriate recommendations to the Executive pertaining to those discussions at said meetings.
ARTICLE VI – DUES
Dues shall be set annually at the AGM to take effect within the next calendar year.
Dues shall not be refunded upon the death or resignation of a member.
ARTICLE VII – EXECUTION OF INSTRUMENTS
Any cheque, draft or Bill of Exchange shall be signed for the Society by two of the President, the Treasurer, the Secretary and the Vice President.
Instruments payable to the Society may be endorsed for deposit by any one of those same officers.
The Society shall not incur debts by borrowing money unless prior approval for such an action has been obtained by passage of a motion by a majority of votes cast at a general meeting, provided that notice of this motion has been communicated to the membership prior to the general meeting.
The seal of the Society shall be kept by the Treasurer, and shall be used when required by law, or as the Executive and/or the Board of Directors shall determine.
ARTICLE VIII – COMMITTEES
The Board of Directors may create, enlarge, reduce or discontinue any committee at its discretion. Each standing committee shall have its terms of reference. Committee conveners shall report to the Board of Directors. All committees shall have the power to add members.
A quorum for all committee meetings shall be a majority of the voting members of the committee.
Ad hoc committees (such as a Nominating Committee) may be appointed as required.
The President shall appoint a nominating committee, if required, at least one month prior to an AGM. Members of this committee shall be members in good standing of the Society. This committee shall submit a slate of candidates to replace outgoing officers on the Board of Directors at the Board of Directors meeting prior to the AGM, and present the final slate of candidates at the AGM. People nominated must be willing to serve if elected to office, and must be members in good standing of the Society before they are nominated. Further nominations shall be requested and may be moved from the floor of the AGM.
ARTICLE IX – AMENDMENTS
These By-Laws or any part thereof may be amended by approval of a special resolution by a three-fourths majority of votes cast at a general meeting, provided that sufficient notice is given for such a special resolution.
ARTICLE X – RULES OF ORDER
The rules contained in the current edition ofRobert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Society may adopt.
ARTICLE XI – REMINDERS
The Executive shall comply with the following provisions of the Societies Act:
a) Maintain a register of its members.
b) Call an annual meeting every year within the proper time.
c) File with the Registrar of Joint Stock Companies, fourteen days after the annual general meeting, a statement in the form of a balance sheet showing general particulars of the Society’s liabilities and assets and a statement of its income and expenditure in the preceding year audited and signed by its auditor or, if there is no auditor, by two directors.
d) File with the Registrar with its annual statement a list of its officers, with their addresses, occupations and dates of appointment or election, and, within fourteen days of a change of officers, notify the Registrar of the change.
e) File with the Registrar a copy of every special resolution within fourteen days after the resolution is passed.
f) File with the Registrar notice of situation of the registered office of the Society and of every change of that office within fourteen days of the change.
g) Pay to the Registrar the annual registration fee, in the month in which the anniversary of its incorporation occurs.
h) Furnish to a member at his or her request, and on payment of such fee, not exceeding fifty cents, a copy of the Memorandum of Association and the By-Laws.
CCGS By-Laws
ARTICLE I – NAME OF THE ORGANIZATION [copied from Memorandum of Association]
The name of the organization shall be “Cumberland County Genealogical Society”, hereinafter called the Society.
ARTICLE II – MEMBERSHIP
a) upon death, or
b) if the member resigns by written notice to the Society, or
c) if the member ceases to qualify for membership in accordance with these by-laws, or
d) if by a vote of the majority of the members of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society has been terminated.
ARTICLE III – GOVERNMENT
a) specify a date, place and time of the meeting,
b) be given to the Board members seven (7) days prior to the meeting
c) be given to the Board members by newsletter, e-mail, telephone and/or other electronic means,
d) the non-receipt of the notice by any Board member shall not invalidate the proceedings,
e) Notice can be waived for Board meetings with the unanimous approval of the Board.
ARTICLE IV – GENERAL AND SPECIAL MEETINGS
a) specify a date, place and time of the meeting,
b) be given to the members seven (7) days prior to the meeting
c) be given to the members by newsletter, e-mail, telephone and/or other electronic means,
d) the non-receipt of the notice by any member shall not invalidate the proceedings,
e) Notice can be waived for meetings with the unanimous approval of the members in attendance at the stated General and/or Special meeting.
ARTICLE V – OFFICERS AND THEIR DUTIES
a) President
b) Vice president
c) Secretary
d) Treasurer
e) Immediate Past President
f) The number of Directors of the Society shall not exceed six.
ARTICLE VI – DUES
ARTICLE VII – EXECUTION OF INSTRUMENTS
ARTICLE VIII – COMMITTEES
ARTICLE IX – AMENDMENTS
ARTICLE X – RULES OF ORDER
ARTICLE XI – REMINDERS
a) Maintain a register of its members.
b) Call an annual meeting every year within the proper time.
c) File with the Registrar of Joint Stock Companies, fourteen days after the annual general meeting, a statement in the form of a balance sheet showing general particulars of the Society’s liabilities and assets and a statement of its income and expenditure in the preceding year audited and signed by its auditor or, if there is no auditor, by two directors.
d) File with the Registrar with its annual statement a list of its officers, with their addresses, occupations and dates of appointment or election, and, within fourteen days of a change of officers, notify the Registrar of the change.
e) File with the Registrar a copy of every special resolution within fourteen days after the resolution is passed.
f) File with the Registrar notice of situation of the registered office of the Society and of every change of that office within fourteen days of the change.
g) Pay to the Registrar the annual registration fee, in the month in which the anniversary of its incorporation occurs.
h) Furnish to a member at his or her request, and on payment of such fee, not exceeding fifty cents, a copy of the Memorandum of Association and the By-Laws.