MacDonald House Museum
Cape Breton Nova Scotia
By-laws Lake Ainslie Historical Society
Article I Name
1. The name of the Society shall be the Lake Ainslie Historical Society.
2. The abbreviated title of the Society shall be LAHS
Article II Definitions
1. in these Bylaws:
1.1 Society shall mean the Lake Ainslie Historical Society
1.2 Registrar shall mean the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
Article III Seal
1. A seal in such form as shall be prescribed by membership of the Society and with the name Lake Ainslie Historical Society endorsed thereon, shall remain under control of the Board of Directors or at such place as it time to time directed by the membership
2. Such seal shall be stamped upon appropriate legal documents as directed by LAHS.
Article IV Membership and Dues
3. Any person who is sixteen years of age or older may be a member of the Society.
4. Any person under the age of sixteen may be an Associate Member who shall have no voting rights and may be bound by other restrictions as may be designated by the Executive.
5. The subscribers to the Memorandum of Association and such other persons shall be admitted to membership in accordance to these by-laws and none other, shall be members of the Society and their names shall be entered in the Register of Members.
6. For the purpose of registration, the number of members of the Society is unlimited.
7. The Society shall, from time to time, designate a person or persons as Honorary Members, and attach such rights and privileges and responsibilities as is decided.
8. Membership dues shall be determined by a majority vote of members at an Ordinary or General meeting.
9. Membership in the Society shall be open to all persons regardless of race, sex, colour, creed or origin.
10. A member shall be in good standing if he/she has registered with the Executive, paid his/her dues in full, and has been a member for at least one month.
11. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold office. However, there shall be no proxy voting.
12. Membership in the Society shall not be transferable.
Article V Termination of Membership
13. Membership in the Society shall cease at the death of the member or if by notice in writing to the Society, he/she resigns membership, or if he/she ceases to qualify for membership in accordance to these By-laws.
14. The Executive shall have the sole decision regarding re-imbursement of fees.
Article VI Fiscal Year
15. The fiscal year of the Society shall be the calendar year.
Article VII Meetings
1. There shall be four types of meetings:
1.1 Ordinary or General Meetings
1.2 Annual General Meetings
1.3 Special Meetings
1.4 Board of Directors Meetings
2. All the meetings shall be conducted according to such rules of order as the Society shall adopt.
3. There shall be at least 8 meetings per year,
4. Special Meetings may be called by the Board or by the presentation to the Chair of a signed request by at least one third of the members.
5. Seven days’ notice of meetings shall be given to the members specifying the time, date and place of the meeting. In the case of Special Meetings, notice of the agenda items or Special Resolutions will be supplied. Notice may be sent by letter, email, or other electronic means.
6. The Annual General Meeting shall be held once a year ninety days after the end of the fiscal year. The location will be determined by the Executive Committee. Seven days’ notice shall be mailed, emailed or hand delivered to members of the Society. Non-receipt of notice shall not invalidate the proceedings. The Annual Meeting shall be conducted for the purpose of:
6.1 Minutes of Proceedings Annual General Meetings
6.2 Receiving annual reports
6.3 Receiving of financial statements and report of the auditors
6.4 Election of Officers as specified in Article,
6.5 Appointment of an Auditor until the next Annual Meeting
6.6 Conducting other business as required.
6.7 Full report of the Board of Directors
7. Every member in good standing shall be entitled to one vote. Associate members may not vote on any resolution.
8. All votes must be made in person or in written form, not by proxy. Written votes shall not be considered for purposes of obtaining a quorum.
9. The quorum for any meeting shall be five members, the President/vice chair and four members in good standing or 50% of the membership, whichever is less.
10. If, within one-half hour, a quorum is not present, the meeting shall dissolve.
11. The President shall preside at all meetings. In the absence of the President, the Vice-President shall preside. In the absence of both, members shall select one of the number to preside.
12. The President shall have no vote except in the case of a tie vote. In that case the President shall have the deciding vote.
13. With the consent of the meeting, the President may adjourn any meeting from time to time but not business shall be transacted at any adjourned meeting other than the business left unfinished when the meeting was adjourned unless notice of new business is given to the membership.
14. A declaration by the President that a motion is passed shall be sufficient proof that the motion is passed unless a poll is demanded by three or more members. The result of such a poll shall be deemed to correct.
Article VII Committees
The Society may create whatever standing or ad hoc committees it deems necessary. Terms of reference for such committees shall be determined by the Society.
Article VIII Board of Directors
14.1 Unless otherwise determined by the members at an Annual General Meeting, the number of directors shall not be less than five (5).
14.2 Any member of the Society shall be eligible to be elected to the Board of Directors.
14.3 Directors shall be elected by the members of the Society at the Annual General Meeting.
14.4 At each Annual General Meeting, the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election.
14.5 In the event that a director resigns their office and ceases to be a member of the Society, his office shall be vacated. The office may be filled for the unexpired time by the Board from among the members of the Society.
14.6 Meetings of the Board shall be held (8) times per year. Notice of meetings shall be given orally or in written or electronic form within a reasonable time before the meeting. Non-receipt of notice shall not invalidate any proceedings of the meeting.
14.7 The President or in his place, the Vice-Chair shall preside at meetings. In the absence of both, any director may preside as Chair.
14.8 The Chair shall be entitled to vote as a Director and, in the case of a tie vote, shall have the deciding vote.
Article IX Powers of the Directors
The management of the activities of the Society shall be vested in the Directors, who, in addition to the powers and authorities by these by-laws, may exercise all such powers and do all acts as may be done by the Society in a general meeting. In addition the Board shall have the power to engage an administrator and determine their duties, responsibilities and remuneration. Officers of the Society shall be elected by the membership from the members of the Board.
a.) The Board is empowered, from time to time, to purchase, lease, acquire, sell, exchange or otherwise dispose of rights, warrants, options, and other property owned by the Society for such terms and conditions as they deem advisable.
b.) The Board on behalf of the Society, shall receive funds in the form of dues or assessments or other monies however tendered.
c.) The authorized signing authorities of the Society shall be the President, Treasurer and Secretary. Two signatures are required from the aforementioned three officers, and one of those two shall be the Treasurer. The signing officers may only be changed by a vote in a meeting where a quorum of the Board is present.
d.) All deeds, transfers, licenses, controls and engagements on behalf of the Society shall be signed by any two of the three signing officers.
e.) All cheques, bills of exchange or other orders for payment of money, notes, or indebtedness issued in the name of the Society shall be signed by two of the three signing officers. Any two of the three signing officers may endorse notes and cheques for collection on account for the Society through its bankers and endorse notes and cheques for deposit with its bankers for the credit of the Society.
f.) The Board will cause to be elected by the general membership a committee for Nominations at the Annual General Meeting. Such committee will submit a slate of proposed officers for election at the Annual Meeting. Nominations may also be entertained from the floor at the Annual General Meeting provided the person is nominated by one person and seconded by one other.
Article X Officers of the Society
15. The officers of the Society shall consist of:
a.) President
b.) Secretary
c.) Treasurer
d.) Past President
15.1 Any member in good standing shall be eligible to hold office.
15.2 The immediate Past President shall automatically become a member of the Executive Committee.
15.3 No member shall hold more than one office simultaneously unless that office is treated as a Special Resolution
15.4 Directors shall retire from office at the end of each annual general meeting at which their successors are elected. Retiring directors shall be eligible for re-election. Directors shall be elected to three year terms with one-third of the directors elected each year.
15.5 No member shall hold the same office for more than four consecutive terms unless treated by a special Resolution.
Article XII Function of Officers
1 The President
a.) Shall encourage and assist the development of and adherence to objectives and policies in the LAHS which are consistent with its goals.
b.) Shall act as official spokesperson of the LAHS
c.) Shall chair all meetings of LAHS and the Board or designate a proper replacement.
d.) Shall be an ex-officio member of all committees
e.) Shall present an annual report to the Annual General Meeting.
f.) May by mutual agreement and in accordance with this memorandum, assign duties and responsibilities to members of the Executive or members of the Society.
B. The Secretary
a.) Shall attend all meetings of the Society and record minutes of the same.
b.) Shall be responsible for maintaining the official records of the Society and such official correspondence as is specified in this memorandum.
c.) Shall ensure preparation and circulation of agendas, minutes and other documents for all meetings
d.) Shall maintain routine correspondence of the Society.
e.) Shall present an annual report to the President for inclusion in their annual report.
C. The Treasurer
a.) Shall maintain an accurate roll of membership on LAHS.
b.) Shall administer the financial affairs as directed by the Board.
c.) Shall maintain accurate and complete records of all financial transactions.
d.) Shall deposit or cause to be deposited all funds received by LAHS
e.) Shall prepare and present a yearly budget.
f.) Shall present an annual report at the Annual General Meeting.
g.) Shall prepare and file tax returns and all reports required by Revenue Canada and others.
E. The Immediate Past President
a.) Shall assist the President by way of orderly transition of duties.
b.) Shall attend all meetings of the Society where practical
c.) Shall assist other members of the Executive in an effort to maintain continuity in the goals and objectives of the Society.
Article XIII Auditing
A. the Auditor of the Society shall be appointed annually by the Board at the Annual General Meeting.
B. the Society shall present a copy of the report of the Auditor to the Annual General Meeting. A copy shall be presented to the Registrar as required by Law.
C. The books and records of the Society may be inspected by any member of LAHS at the Annual General Meeting or any other time by giving reasonable notice and making suitable arrangements with the officer having charge of the same.
D. Each officer shall have access to the books at all times.
Article XIV Banking
A. the Board shall determine which chartered bank, credit union, or trust company the Society shall use.
B. Disbursements against the account of the Society shall be authorized by two of the three signing officers.
C. Annually, after the election of officers, the Secretary and/or Treasurer shall file necessary documents indicating the current signing officers.
D. Banking may be carried out in person or through electronic means: Online banking, use of Financial Software
Article XV Special Resolution
A. A Special Resolution may be passed by a majority of not less than three-fourths of such voting members as are present in person at a General, Special, or Annual General Meeting of which clear notice has been given. This notice may be mailed, emailed or handed to each member.
Article XVI Amendments
A. This Memorandum shall not be rescinded, altered or added to except by a Special Resolution.
Article XVII Miscellaneous
A. the Society shall file appropriate documents with the Registrar and Canada Revenue as required by Law.
Article XVIII Dissolution Clause
If for any reason the operations of the Lake Ainslie Historical Society should cease or the Society be dissolved, artifacts may be given to a likeminded organization or sold to pay the debts of the Society.
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