By-Laws of the York-Sunbury Historical Society Ltd.
1. The name of the Society is the York-Sunbury Historical Society Ltd.
2. The objects of the Society shall be to promote the historical and scientific research, and to collect, preserve and publish all historical and other facts and data relating to the history of the Province of New Brunswick, or elsewhere, and such other objects as are set out in the Chapter.
3. The goals of the Society include:
a) To collect, preserve and interpret historical data, records and objects relating to the history of the Province of New Brunswick, and in particular that of York and Sunbury Counties;
b) To establish, maintain and operate a public museum in Fredericton for the housing, care, preservation and display of historical objects and records;
c) To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property to the realisation of the objects of the Society;
d) To buy, own, hold, lease, mortgage, sell and convey such real property and other material or services as may be necessary or desirable in order to carry out the objects of the Society.
4. The head office of the Society shall be in the city of Fredericton, New Brunswick.
5. (1) A Member of the Society shall be a person in one of the following categories:
a) Life Members shall be those persons who have paid a fee, as prescribed by resolution of the Society’s Board of Directors and this fee shall entitle them to be such a Member for the term of their natural lives;
b) Regular Members shall be those persons who have paid the annual membership fee, as prescribed by resolution of the Society’s Board of Directors;
c) Honorary Members shall be those persons who, for a set term, have been appointed by a resolution of the Society’s Board of Directors for rendering distinguished service in promoting the aims and purposes of the Society, and for that term shall not be assessed annual membership fees;
d) Sustaining Members shall be those persons who contribute or exceed an annual fee, as prescribed by resolution of the Society’s Board of Directors.
(2) A Society Patron shall be an organization or corporate entity that in any fiscal year contributes or exceeds a fee as prescribed by resolution of the Society’s Board of directors.
6. (1) Membership fees, where applicable, are due and payable on the first day of January in each year;
(2) In order to be eligible to vote at a special or general meeting of the Society membership fees must be paid up at least sixty days prior to that meeting;
(3) New Members paying prescribed fees after 1 September in any year shall also be entitled to the privileges of membership for the next ensuing calendar year.
7. Subject to section 5, each person who is a Member shall be entitled to:
a) Vote at a general or special meeting of the Society;
b) Be a candidate for any office on the Society’s Board of Directors;
c) Serve on any Committee of the Board.
7. The Board of Directors shall comprise:
a) Twelve persons.
b) Subject to section 13, vacancies on the Board shall by election, be filled annually at a general meeting of the Society.
c) Board members shall be elected in such a manner that allows for four members with three terms, four members with two terms, and four members with one year terms including a city of Fredericton representative.
8. (a) The Officers of the Society that are to be elected annually from the Board members at the annual general meeting of the Society are:
ii. First Vice President
iii. Second Vice President
(b) The retiring President shall assume the office of Past President and shall hold that office until the next President retires from office, and that position shall be an Officer of the Society. The Past President shall not also hold any other position as an Officer of the Society as listed in Section 8(a).
9. In conformity with section 5, all candidates for office or membership on the Board shall have paid the prescribed membership fees.
10. No person shall serve on the Board for more than nine consecutive years, except the Past President and the Treasurer who may when serving in that position.
11. No person shall serve in any one of the Officers positions for more than three consecutive years with the exception of the Treasurer.
12. A Board member who fails to attend three consecutive meetings without due cause or notice shall be deemed to have retired from the Board.
13. A vacancy occurring on the Board or any of its Officer positions occurring after an annual general meeting may:
a) Be filled by resolution of the Board for a term to conclude at the next annual general meeting of the Society;
b) Such resolution of the Board shall require a two-thirds vote of a quorum of the Board at a duly constituted meeting of the Board;
14. The Board shall be and constitute the Directors of the Society for the purposes of the Companies Act and shall have the full power and authority vested in corporate directors by law.
15. (1) The Board may, subject to the Companies Act, employ and fix the compensation of such employees as may be required for the proper operation of the Society.
(2) The President shall be the member of the Board to whom the Manager, and other employees at the discretion of the Board, shall report and the President shall be responsible to the Board for the performance of those employees.
(3) Subject to Section 19, should the President be unable to fulfill the obligations as described in section 15(2) the Board shall appoint a member to fulfill those duties and obligations.
(4) The Board shall be responsible for establishing the duties, personnel policies and operating policies for employees.
(5) The Board shall be responsible for establishing policies and operating procedures for the Society’s Museum.
(6) The Board shall be responsible for establishing policies and procedures relating to all expenditures of the Society.
(7) The Board must authorize all acquisitions, disposals or loans of items documents or artefacts to or from the Society’s collection.
(8) The Board may employ personnel, including a Society Manager, it deems necessary for the effective operation of its facilities and activities.
16. No member shall be employed by the society and no member shall receive remunerations for services performed for the society.
17. The Executive Committee of the Board shall be the Officers as provided for in section 8(a) and 8(b).
18. The Executive Committee shall carry on the regular management of the Society in between meetings of the Board and shall be accountable to the Board.
(1) The President shall:
a) Preside at all meetings of the Executive Committee, Board, General and Special meetings of the Society;
b) At all meetings specified in (a), vote only when a deciding vote is required;
c) Be an ex-officio member, as a full voting member, of all standing and other committees of the Society, except as otherwise provided for in these by-laws;
d) Be counted in the quorum for all meetings.
(2) In the absence of the President, the First Vice President shall assume all the duties of President assigned by these By-laws or by resolution of the Board.
(3) In the absence of the President and First Vice President, the Second Vice President shall assume all the duties of the President and First Vice President assigned by By-Law or by resolution of the Board.
(4) The Secretary shall:
a) Keep all minutes of the Society, Board and Executive meetings;
b) Conduct all necessary correspondence of the Society;
c) Maintain a register of all Society, Board, Officers and committee members;
d) Notify appropriate members of the date, time, place and agenda for general and special meetings of the Society, Board and Executive Committee;
f) File with government authorities such documents as may be required by law to be filed;
g) Have custody of the seal of the Society.
(5) The Treasurer shall:
a) Receive and have custody of all Society monies;
b) Deposit such monies in a chartered bank or Credit Union in one or more accounts as decided by the Board;
c) Pay by cheque in a timely manner, with the appropriate co-signer, all bills and indebtedness of the Society;
d) Keep such financial records as may be appropriate and acceptable for audit or financial review.
e) Issue all certificates of receipt for charitable donations.
20. Where the immediate Past President cannot serve in any capacity provided for in these by-laws the Board shall elect another Society Member to serve in that capacity.
21. (1) All cheques or financial instruments shall be signed by the President and the Treasurer. In the event that either the President or Treasurer is absent or unable to perform their duties, the First Vice President is authorized to sign as an alternate.
(2) The Board may authorize additional signing officers in the event that one or more of the authorized signing officers is or will be absent or unable to perform their duties.
(3) The President and the Secretary shall have the authority to affix the seal of the Society to any documents.
(4) No person or Committee shall expend funds in excess of that in the approved budget without prior approval of the Board.
22. Conflict of Interest
Every Board member who has direct or indirect interests in any contract or transaction to which the Society is or is to be a party, shall declare interest in such and shall not be present at any meeting held to discuss or vote on such matters.
23. The financial accounts and books of the Society shall be audited or financially reviewed annually by a suitable person or persons recommended by the Board and approved at the annual general meeting. Such audit or financial review shall be presented at the next subsequent annual general meeting.
24. Any Member may inspect the books and records of the Society by applying in writing to the Executive Committee. The Executive shall determine the time, place and format of the records to be reviewed.
25. (a) In addition to the Executive, the following committees shall be the standing committees of the Society:
(b) Excepting the Nominating committee, all committees are committees of the Board and shall be responsible to the Board and report to the Board.
26. Additional committees may be established by resolution of the Board. Such committees shall be ad hoc and shall expire when their mandate is completed or when disbanded by the Board.
27. Each standing committee may have in its possession such monies as approved by the Board for incidental expenses and such expenses are to be part of their approved budget and properly accounted for to the Finance Committee.
28. Nominating Committee
(1) Nominating committee shall constitute three members, namely:
a) The Past President who shall chair the Nominating committee;
b) At the first Board meeting following the annual general meeting, the Board shall appoint a member from the Board;
c) At the first Board meeting following the annual general meeting, the Board shall appoint a member from the Society who is not a member of the Board.
(2) The Nominating committee shall prepare and submit to the next annual general meeting a proposed slate of officers and required Board members, as otherwise provided for in these by-laws.
(3) Subject to Section 8 (b), members of the Nominating Committee shall not be eligible for nomination to a position as an Officer of the Society.
29. The Publications committee shall be responsible for all publications of the Society, including books, pamphlets and brochures excepting publicity materials, and the Society’s newsletter and other duties that may be assigned to it by the Board.
30. The Collections committee shall provide advice to the Board on all matters relating to the Society’s collection including but not limited to care and conservation, budget matters and other duties as may be assigned to it by the Board. The Manager shall be an ex-officio member of this committee.
31. Finance Committee
(1) The Finance committee shall be chaired by the First Vice President and shall comprise the Treasurer and one other Member appointed by the Board who is not a member of the Board.
(2) The Finance Committee shall, prior to the next fiscal year, receive a proposed budget from each standing committee, estimate the potential revenue and prepare a consolidated budget for all activities of the Society which is to be submitted to the Board for its consideration and approval;
(3) Make proposals to the Board concerning the investment of Society funds;
(4) Be responsible for reporting to the Board as required on the financial affairs of the Society and other duties as may be assigned to it by the Board;
(5) The Finance committee shall separate capital funds or trust funds of the Society from ordinary revenue. The capital funds or trust funds are to be invested only in a class of securities acceptable for the investment of trust funds in New Brunswick;
(6) Only 90% of the revenue generated from capital or trust funds may be considered by the Finance committee as ordinary revenue in the preparation of the annual Society budget. Any other use of the capital or trust funds must be approved by resolution at a general or special meeting of the Society.
32. The Program committee shall be responsible for all recommendations to the Board relating to planning, direction and implementation of a program of meetings and activities designed to foster a level of interest and participation of Society Members, in addition to any duties that may be assigned to it by the Board.
33. The Exhibits committee shall be responsible for all recommendations to the Board relating to the planning and direction of all the Society’s exhibits, including budget matters, and any other duties that may be assigned to it by the Board. The Manager shall be an ex-officio member of the committee.
34. The President shall appoint all chairs of standing committees not otherwise provided for in these by-laws. Where a committee chair is absent or otherwise unable to perform the duties of the chair, the President may appoint an acting chair or a new chair.
35. Unless otherwise provided for in these by-laws the Board shall appoint members of all committees. The committee chairs shall recommend to the Board all prospective committee members for their respective committees.
36. All committees, excepting the Nominating committee are committees of the Board and shall be accountable to and report to the Board.
37. All meetings of the Society shall be conducted according to Bourinot’s Rules of Order.
38. Annual General or Special Meetings
(1) The annual general meeting of the Society or any special meeting of the Society shall be held in the city of Fredericton at a date and place determined by the Board but no later than the last day of April.
(2) The notice of the annual general meeting or any special meeting of the Society shall be mailed to or provided by electronic means to Members not less than thirty days prior to the date of the meeting.
(3) At every annual general meeting, in addition to other business that may be transacted, the report of the President, the financial review or audit of the financial statement for the past fiscal year, the appointment of person or persons to conduct the yearly audit or financial review and the reports of the standing committees shall be presented.
(4) With respect to election of officers or Board members at the annual general meeting, Members may submit, from the floor, nominations for Officers or Board members. Nominations must be accompanied by the nominee’s willingness to serve in that capacity. If the nominee is absent, willingness to serve must be provided by the nominee, in writing, at the time of nomination.
(5) In conformity with section 5, thirty percent of the Members of the Society or 20 Members, whichever is less, shall constitute a quorum at an annual general or special meeting of the Society.
39. Special general meetings of the Society shall be held at such times, as the Board deems necessary. Special meetings shall also be called by the President when in receipt of a written request for such a meeting and signed by ten Members of the Society who shall, in their request, state the nature of the business they wish to discuss. If special resolutions are to be considered at such a meeting, the full text shall be included in the notice of meeting.
40. Regular meetings of the Board shall be held at least six times per year or other such time as determined by the Board or the Executive committee. Scheduled meetings as decided by the Board and recorded in the minutes provided to Board members shall constitute notice of meeting. Ten days notice must be provided for all other meetings called unless all members consent to such a meeting. A quorum is a majority of the members of the Board.
41. Meetings of the Executive shall be called by the President when warranted or when two members of the Executive request such a meeting. A quorum for any meeting is a majority of the members of the committee.
42. The borrowing powers of the Society may be exercised by the Board up to a maximum of one hundred dollars for each Member in good standing. Amounts in excess of this total shall require a resolution of the Society at a general or special meeting.
43. The authority to execute contracts, deeds, bills of exchange and other contractual items on behalf of the Society shall be vested in the Board subject to limitations of the Companies Act.
44. The fiscal year of the Society shall commence on the first day of January and end on the thirty-first day of December in each year.
45. The Society may appoint an Honorary President.
46. The Board may appoint Honorary Directors for a yearly term who, when called upon, provide advice and counsel to the Board.
47. These by-laws may be amended by special resolution at an annual general meeting or at a special meeting of the Society. Written notice giving the full text of the proposed changes must be deposited by mail or electronic means to each Member eligible to vote at such meeting at least thirty days prior to such meeting.
48. These by-laws, after being ratified by a resolution of the Society at an Annual General Meeting, shall take effect immediately after that meeting. Where there are inconsistencies in the transition year from the old by-laws to these new by-laws, the Board may, by resolution, enact special provisions to remedy these inconsistencies.
49. In the event of dissolution of the Society all the assets remaining after payment of liabilities, with the exception of the records already in possession of the Provincial Archives, shall be donated to the New Brunswick Museum.
These By-laws were approved by a resolution of the Society Members at the Annual General Meeting of 18 April 2013 and confirmed at the Annual General Meeting of 17 April 2014.
We certify this to be a true copy of the By-laws of the York-Sunbury Historical Society Ltd. as passed at the Annual General Meeting on 17 April 2014.
York Sunbury Historical Society
A. Fred White
York Sunbury Historical Society