Constitution / By-Law
The name of the Corporation shall be The Lac du Bonnet and District Historical Society Inc. and is hereafter referred to as the Society.
The headquarters of the Society shall be located in the Town and/or Rural Municipality of Lac du Bonnet, Manitoba, its mailing address being Box 658, Lac du Bonnet, Manitoba.
To establish the Society as the primary agent for the assembly and preservation of the history of the Lac du Bonnet area by:
- Providing an environment where participants work together to facilitate the understanding and preservation of our past history and a mechanism to relay this information to future generations.
- Developing programs and facilities that disseminate our understanding of the past to the community.
- Applying the highest standard of excellence in our activities.
- Interacting and seeking input and guidance from the community.
- Utilizing limited available resources in the most prudent way possible.
Vision Statement (Aims)
Working in the present while preserving the past for now and the future.
- Develop a museum in the Lac du Bonnet area that will serve as a resource, interpretive and display center for the preservation of our past to present and future residents.
- Collect and preserve historical artefacts and information for display in the museum and dissemination in the community which accurately reflects our historical origins, cultural backgrounds and economic development.
- Attract visitors from near and far by displaying informative artefacts and written historical events of the area.
- Conduct marketing communications and information sessions within the community to raise the awareness of the Society.
- Develop a close working relationship with the Municipal Heritage Advisory Committee (MHAC), other heritage groups, local organizations, and the community at large.
The Fiscal Year of the Society shall begin on July 1st in each year and terminate on June 30th. of the following year.
The membership of the Society shall be those persons, organizations, and agencies who have an interest in the goals of the Society.
Membership is by application and is subject to the following:
- Individual and family memberships are available on a one-year renewal basis and expire on March 31st of each year.
- The membership fees shall be established by the Board of Directors and are subject to change.
- The Board of Directors may accept or deny any application for membership, subject to review at any Special Meeting of the members.
- A member may withdraw their membership at any time by giving notice in writing to the Board of Directors.
- A member may be expelled from the Society by a majority vote at any Special Meeting of the members.
The Directors are deemed to be delegates of the members for all legal, corporate, and Board voting considerations.
Membership Rights and Privileges
Members shall have and be entitled to the following rights and privileges:
- The right to receive notices of, and to attend and vote at meetings of Members.
- Eligibility for nomination for, and election to, the Board of Directors.
- The receipt of any newsletters or other publications that may be produced by the Society.
Only members in good standing as outlined shall be entitled to vote at any Annual, Special or General Meeting of the Members.
Board of Directors
The Board of Directors shall be members of the Society, and shall administer and direct the Society. The Board of Directors shall exercise control over the direction, affairs, and finances of the Society, and may propose by-laws and/or policies deemed necessary in the interest of the Society.
The Board of Directors shall consist of a minimum of 6 and a maximum of 14 members composed of a combination of appointed and elected members. Directors shall each have one vote on all matters.
Ideally, each of the following organizations would have representation on the Board of Directors:
- Town of Lac du Bonnet
- Rural Municipality of Lac du Bonnet
- Municipal Heritage Advisory Committee
- Lac du Bonnet Lions Club
- Pioneer Club
- Lac du Bonnet and District Chamber of Commerce
Appointment and Removal:
Each of the organizations identified above shall have the right to appoint one Director, and to remove that Director with or without cause at any time. Each organization shall appoint its Director by notice in writing on an annual basis. Appointed Directors are responsible for reporting to the organization they are representing on the activities and business of the Society. Should an organization choose not to appoint a representative to the Board, they are to notify the Society prior to the Annual General Meeting, and an additional member shall be elected at that time on the Board of Directors.
Other Directors shall be elected by the members at the Annual General Meeting. If 6 members or less are nominated, the members will be elected by acclamation. More than 12 nominees will require a vote by members present at the Annual General Meeting.
The office of Director shall be automatically vacated:
- If he/she ceases to be a member of the Society;
- If he/she resigns by notice in writing;
- If a majority of members present at a Special Meeting of the members decide that he/she be removed from office;
- If he/she fails to attend three (3) consecutive meetings of the Board, after receiving proper notice thereof;
- If the organization that appointed the Director gives notice to the Society revoking the Director’s appointment; or
- If he/she ceases to be a member of the organization that appointed them.
Term of Office:
The term of office of a Director is one year. Directors shall be eligible for re-election at the Annual General Meeting.
In the case of an appointed Director, if a vacancy on the Board occurs for any reason, the Board shall provide written notice to the organization that appointed the Director who vacated his/her office. The organization may appoint a new Director to fill the vacancy until the next Annual General Meeting. The person chosen shall hold office for the balance of the term of the vacating Director.
Is a member of a body (board, committee, council, etc.) who is part of it by virtue of holding another office. Any paid position(s) as designated by the Board, shall be ex-officio member(s) of the Board of Directors. The ex-officio member(s) is responsible to submit reports at each monthly Board of Directors Meeting, and at the Annual General Meeting.
The Directors of the Society shall serve without remuneration and no Director shall directly or indirectly receive any profit from his/her position as such.
Meetings of Directors
The Board of Directors will meet once a month during the year, or at the discretion of the Board, the dates of which to be decided by the Board members.
A meeting of the Board may be convened by the President or Vice-President, or any two Directors and the Secretary by direction of the President or Vice- President. Notice of such meeting shall be delivered, mailed, faxed, telephoned, or e-mailed to each Director not less than 4 days before the meeting is to take place.
A meeting of the Board may be held and duly constituted at any time without notice if all of the Directors are present, or if any are absent, those absent have waived notice or signified their consent to the meeting being held in their absence.
A majority of the Board shall constitute a quorum at any meeting of Directors.
A proposed resolution put before any meeting of the Board shall be carried if a majority of the Directors present vote in favour. Each Director shall be entitled to one vote.
The voting at Annual or Special meetings of the members shall be by a show of hands, unless a ballot is demanded by at least one member. In the case of equality of votes, the President shall have a second or casting vote.
A resolution in writing, signed by all of the Directors entitled to vote on that resolution at a meeting of the Directors, is as valid as if it had been passed at a meeting of the Directors.
Minutes and Financial Statements:
Minutes of meetings of the Board and financial statements of the Society duly accepted by the Board of Directors shall be available to any member upon written request.
A special meeting of the members may be convened at the discretion of the Board on at least twenty-one days notice to the members. The notice shall specify the purpose of business to be transacted at the meeting, and shall include the text of any proposed special resolution to be discussed.
An Annual Meeting of the Society shall be held towards the end of every September, the exact date to be set by the Board, and 21 days notice shall be given to every member. At the Annual Meeting, a financial statement up to June 30th will be presented for the Society, and an Audit Report for a year ending of June 30th. A report on operations shall be presented by the President. Committees will be asked to present reports at the discretion of the Board of Directors. The Auditor for the next fiscal year will be appointed.
The Board of Directors will be elected. A quorum for an Annual Meeting shall be the number of members present plus the majority of the Board of Directors.
The Executive Officers shall be the President, Vice-President, Secretary, and Treasurer, or Secretary/Treasurer.
The Executive Officers shall:
- Monitor the effectiveness of the Society in achieving its’ stated goals and objectives.
- Make recommendations to the full Board regarding the recruitment/dismissal and level of compensation for the Society’s employees.
- Make recommendations to the full Board for any changes in the personnel or administrative policies of the Society, where deemed necessary.
- Act as the Budget Committee in reviewing and establishing the Society’s budget.
- Act as the Grievance Committee in disputes between the Society and its employees or the Society and the community at large.
- Be responsible for the review and recommendation of the Society’s insurance agents and professional firms.
The Executive Officers shall be elected by the Board of Directors at the first meeting of the Board following the Annual Meeting. All Executive Officers shall hold office for one year. The Board of Directors may remove any Officer, with or without cause, at any time.
Powers and Duties
The President shall be the Chief Executive Officer of the Society. He/she shall preside at meetings of the Society. He/she shall have signing authority on cheques drawn and all documents and papers that require Board authorization. The President will be charged with maintaining liaison with staff of the business and affairs of the Society, or in the absence of staff, will be responsible for the general and active management of the Society. He/she will ensure that all orders and resolutions of the Board are carried into effect. The President will prepare and submit to the members at the Annual General Meeting a report of the activities of the Society over the preceding year.
The Vice-President shall assist the President in the performance of his/her duties and shall perform other duties as the Board may assign. He/she shall preside in the absence or disability of the President, and in the case of resignation, or neglected by the President, perform all of the duties of the President until an election can be held. The Vice-President shall serve as a signing authority for the Society.
The Secretary shall be present at meetings of the Board and members to be the recording secretary for meetings. He/she will prepare and distribute minutes to all Board members. He/she shall ensure copies of the Annual Meeting minutes are available for all members at future Annual Meetings. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and Annual or Special meetings. He/she will perform other duties as the Board may assign. The Secretary shall be the custodian of the seal of the corporation.
The Treasurer will be responsible to the Board for all financial matters related to the Society and shall serve as signing authority of the Society. He/she will ensure that corporate records are maintained, that an annual budget is prepared, and that financial statements are prepared and reported to the Board of Directors. The Treasurer will ensure that the financial records of the Society are audited within a reasonable time after the fiscal year end and that the audit report is presented to the Board of Directors and members at the Annual Meeting, and that it is kept with the records of the Society.
If any of the Executive Officer positions become vacant for any reason, the Board may appoint, by resolution, an officer to fill such vacancy. If an officer vacates their position for any reason, all books, papers, vouchers, money, and other property in their possession or under their control belonging to the Society shall be delivered and turned over to the Board of Directors.
The Executive shall meet at the discretion of the Executive Officers, with a majority of officers constituting a quorum.
Indemnification of Directors and Officers
Except as otherwise provided in Section 119 of the Corporations Act, each Director and Officer of the Society, or other person who has undertaken or is about to undertake any liability on behalf of the Society, and his heirs and legal representatives, shall be indemnified against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or Officer of the Society, if:
- He/she acted honestly and in good faith with a view to the best interests of the Society; and
- In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she has reasonable grounds for believing that his/her conduct was lawful.
Goods and Services Contracts
Goods and services contracts between the Society and a Director, or a business in which a Director or a relative of a Director has a business interest, are permitted provided that:
- The decision is made by the full Board, irrespective of the existing contracting authorities;
- The conflict of interest is declared by the Director and recorded in the minutes of the meeting of the Board;
- The Director absents himself or herself from the decision and refrains from trying to influence same;
- A minimum of three (3) independent competitive bids are obtained; and The contract offering the lowest cost or best value is selected.
Omissions and Errors: The accidental omission to give notice of any meeting or the non-receipt of any notice by any Director or anyone or any error in any notice not affecting the substance of the meeting shall not invalidate any resolution passed or any proceedings taken at any meeting held pursuant to such notice.
All monies accruing to the Society shall be deposited in a branch of a financial institution as determined by the Board of Directors. All disbursements shall be made by cheque, and ‘signed by any two of President, Vice-President, or Treasurer.
The Board of Directors shall be the custodian of all property for the Society, and the applications for the use of such property shall be directed to the Executive who will receive their direction in the loaning and/or disposition of such property from the Board of Directors.
Execution of Instruments:
Contracts, documents, or any instruments in writing requiring the signature of the Society may be signed by any two of President, Vice-President, or Treasurer. All contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization or formality. The Board of Directors shall have power from time to time by resolution to appoint any officer(s), or any other persons on behalf of the Society either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
The Society shall have a seal, the impression of which is stamped in the margin. The seal, when required, may be affixed to contracts, documents, or instruments in writing of the Society whenever so authorized.
It shall be the duty of the Board of Directors to appoint an auditor who will investigate and provide a written report on the financial position of the Society that is to be presented at the Annual Meeting.
Committees will be formed as required at the discretion of the Board of Directors. Each Committee Chairperson shall be prepared at each Board meeting to report on the activities of their Committee. The Chairperson may sit as an ex-officio member of all committees.
Amendments to the Constitution:
The Constitution can only be amended by a clear majority vote of the members attending an Annual Meeting or a meeting of the members called for that purpose, provided fourteen days notice has been provided by the Society. A copy of the Constitution shall be provided to each new member of the Board of Directors and a copy shall be available at the Annual Meeting.
Annual General Meeting (AGM):
The AGM is to be held towards the end of September each year.
The financial year-end is June 30th. An audit, completed to this date, is to be presented at the AGM.
The Society shall be deemed non-functioning after three (3) consecutive meetings at which a quorum of the Board of Directors cannot be met. A Special Meeting of members will be called with the purpose of electing a new Board. If a new Board is not formed, formal notice of dissolution of the Society will be advertised in a local newspaper, and all legal documents required for dissolution will be filed with the appropriate agencies, and all associated organizations will be notified.
Distribution of Assets:
In the event of dissolution of the Society, any of its assets remaining after satisfaction of its debts and liabilities, shall be distributed to a local or regional qualified donee, as defined by Canada Revenue Agency, in the area whose objectives most clearly align with those of the Society as determined by its members at dissolution.
REVISED AND PASSED this 1st day of December 2010
WITNESS the Corporate Seal of the Corporation.
Original Signed by
Secretary or Secretary/Treasurer and Chair