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GUELPH HORTICULTURAL SOCIETY

BY-LAWS (as amended April 2018)

 

  1. DEFINITIONS

In this by-law, unless the context otherwise requires:

  1. “Act” means the Agricultural and Horticultural Organizations Act, R.S.O.1990, Chapter A.9, as amended or re-enacted from time to time;
  2. “Board” means the Board of Directors of the Guelph Horticultural Society;
  3. “By-laws” means this by-law and all other by-laws of the Guelph Horticultural Society as amended and which are, from time to time, in force;
  4. “Director” means an individual occupying the position of director;
  5. “GHS” means the Guelph Horticultural Society;
  6. “Member” means any person or partnership, corporation or association that has paid their current membership fee as set from time to time by the Board;
  7. “Officer” means an officer of the GHS.
  1. MEMBERSHIP

Membership in the GHS shall consist of the following classes: member, junior member, life member and associate. The Board of Directors may establish other membership categories, provided that the membership category is ratified by the general membership.

  1. Member: Membership shall be open to any person over the age of eighteen (18) years. An annual fee shall be assessed each member;
  2. Junior Member: Junior membership shall be open to any person under the age of eighteen (18) years. An annual fee shall be assessed each junior member;
  3. Associate: Associate membership shall be open to a partnership, corporation or association. The Board must approve each Associate member. An Associate member shall designate one person to vote on behalf of the member at any meeting;
  4. Life Member: Life Membership may be granted by the Board in its sole discretion to any person to recognize exemplary service performed by that person on behalf of the GHS;
  5. The Board of Directors shall recommend the fees for each class for ratification at a general meeting of the membership. Notice of any intended change in the fees shall be provided at least ninety (90) days prior to a general meeting.
  1. ADMINISTRATION
    1. The Board of Directors shall consist of the Officers of the GHS and the Directors;
    2. The Officers of the GHS shall consist of the President, Vice-President, Secretary and Treasurer;
    3. There shall be two individuals recommended by the Board, and approved by the members at the Annual General Meeting, to conduct a financial review of the GHS;
    4. The Officers of the GHS shall transact the business of the GHS between meetings of the Board;
    5. The Board of Directors shall meet at least five (5) times each year.
  1. BOARD OF DIRECTORS
  1. The Board of Directors shall consist of the officers of the GHS and the Directors;
  2. There shall be no fewer than 6 Directors elected by the members at the Annual General Meeting of the GHS. All Directors shall be members of the GHS. Elected Directors shall hold office for a term of one (1) year;
  3. The Board of Directors shall appoint a Treasurer or Secretary-Treasurer;
  4. The Board of Directors shall recommend two individuals (to be approved by the members at the Annual General Meeting), to carry out the financial review of the ensuing year;
  5. The Board shall appoint a Nominating Committee each year. The Nominating Committee shall consist of the Officers of the GHS and any other members who are willing to serve. The nominating Committee shall consist of at least three people, and they shall submit a report to the Annual General Meeting. The members shall elect the President, Vice-President and Secretary at the Annual General Meeting. Nominations will be accepted from the floor at the Annual General Meeting;
  6. A meeting of the Board of Directors 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 (7) days before the time fixed for the meeting;
  7. Fifty percent plus one of the Board of Directors shall constitute a quorum for any Board meeting;
  8. The Board shall endeavour to hold meetings open to the public once per month for the promotion of horticulture;
  9. All Directors and Officers shall serve without remuneration, although reasonable expenses incurred by any such person shall be paid by the GHS.
  1. DUTIES OF OFFICERS AND DIRECTORS
  1. The President shall be responsible for the general management and direction of the business and affairs of the GHS and perform duties incident to the office and those prescribed from time to time by the Officers and the Board of Directors. The President or designate shall preside at all meetings of the Officers, Board of Directors and meetings of members;
  2. The Vice-President shall perform the duties of the President in the absence of the President, and shall assist the President where needed;
  3. The Secretary shall keep a true record of the minutes of all meetings including a record of attendance at all Board meetings. The Secretary shall also conduct all correspondence of the GHS and shall perform such other duties as may from time to time be prescribed by the Board. The Secretary shall be a member of all Committees. The Secretary shall have charge of the property of the GHS, shall see that it is properly stored, and shall keep a proper inventory of the same both as to quantity and value so that it may be shown as an asset at the annual meeting;
  4. The Treasurer shall receive and account annually for all monies, bonds and other securities belonging to the GHS. He or she shall pay all orders drawn on him or her and shall furnish to the GHS annually a reviewed statement of receipts and expenditures and shall obtain all signed request for reimbursement forms. The Treasurer shall be bonded for an amount equivalent to the annual operating budget of the GHS;
  5. Directors are expected to attend all Board meetings and meetings of members and to serve on Committees.
  1. COMMITTEES
  1. In addition to the Nominating Committee (as set out in paragraph 4 e. above) other standing committees shall be established by the Board;
  2. There shall be an Executive Committee composed of the President, Vice-President, Secretary, Treasurer and Assistant Treasurer. The Executive committee acts only in the event of an emergency arising between meetings of the Board of Directors or when empowered by the Board to perform delegated responsibilities. If the expenditure of money is involved, there must be unanimous consent among members of the Executive Committee. Full membership of the Executive Committee constitutes a quorum;
  3. The chair of the Standing Committees shall, if possible, be drawn from members of the Board. No such Committee shall enter into any undertaking involving the expenditure of money until the same has been submitted to the Board for approval, or unless by unanimous consent of the Executive Committee.
  1. FISCAL YEAR AND MEMBERSHIP YEAR
  1. The fiscal year of the GHS shall be from January 1st to December 31st;
  2. The membership year of the GHS shall be from January 1st to December 31st.
  1. ANNUAL GENERAL MEETING
  1. The Annual General Meeting shall be held in January of each year at such time and place as the Board of Directors may decide, and shall be in accordance with the provisions of the Act, and at a location to be determined by the Board.
  2. Notice of the Annual General Meeting shall be sent by e-mail to each member of the organization and by publishing it in a newspaper generally circulated in the Guelph area;
  3. A quorum at the Annual General Meeting shall be twenty-five (25) members.
  4. At each Annual General Meeting, the retiring Directors of the Board shall present a report of the activities of the GHS during the previous year and the reviewed financial statements for the previous year;
  5. Within ninety (90) days of the Annual General Meeting, a copy of the financial statements, a statement of the current members, a list of Directors and Officers for the upcoming year, and a copy of the annual report shall be submitted to the Director of OMAFRA as appointed pursuant to the provisions of the Act.
  1. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Every Director and Officer of the GHS 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 GHS only from and against:

  1. 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;
  2. all other costs, charges and expenses he or she sustains or incurs in or about or in relation to the affairs of the GHS; 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 GHS. The GHS may provide insurance to cover this liability of the GHS.
  1. AMENDMENTS

These bylaws may be amended or revoked, provided that the amendments are approved by a majority of the votes cast at an Annual General Meeting or special meeting called for that purpose.

 

Approved April 24, 2018 by a vote of the membership.