This page contains two sets of Bylaw amendments, 2005 and 2007
Bylaws as Amended September 10, 2005
1 .The name of the Society shall be the British Isles Family History Society of Greater Ottawa (hereinafter referred to as the Society).
2. The Corporate Seal, an impression whereof is stamped in the margin hereof, shall be the Seal of the Society.
LETTERS PATENT, BYLAWS, REGULATIONS
3. The Letters Patent, Bylaws and Regulations are the authoritative documents under which the Society operates.
MISSION, OBJECTIVES, ACTIVITIES
4.1 The purpose of the Society is to encourage, carry on and facilitate research into and the publication of family histories by people who have ancestors in the British Isles.
4.2 The objectives of the Society are as follows:
a) To preserve, research and disseminate Canadian and British Isles family and social history for the benefit of current and future generations.
b) To promote genealogical research through a program of public education that teaches people how to do research and how to preserve their findings in a readily accessible form.
4.3 The activities of the Society are as follows:
a) publication and dissemination of the findings of genealogical research;
b) publication and dissemination of information on research resources and techniques;
c) sponsoring public meetings on family history;
d) maintenance of readily accessible reference facilities in a Society library;
e) encouragement of volunteer participation in family history and genealogical research activities;
f) participation in the activities of related organizations.
CONDITIONS OF MEMBERSHIP
5.Membership in the Society shall be available to any person who is interested in furthering the
objects of the Society and shall consist of any person who submits an application for admission as
a member accompanied by payment of the applicable fees or dues.
6. There shall be four classes of membership:
a) Individual Member. Any person interested in the objectives of the Society may become an Individual Member entitled to vote.
b) Family Member. Two or more persons at the same address may as a group become a Family Member entitled to a maximum of two votes.
c) Complimentary Membership. Any person or persons living at the same address may, for services rendered, be awarded a one-year membership in the Society at no charge and with all of the rights and privileges as if they were a fee-paying member.
d) Institutional Member. Any institution such as a publisher, supplier, library or society, may become an Institutional Member not entitled to vote.
e) Life Member. A Member may become a Life Member, entitled to vote, with the approval of the Board of Directors and payment of the fees as directed by the Board.
7. Membership fees or dues shall be as directed from time to time by the Board of Directors.
8. Any Member may withdraw from the Society by delivering a written resignation to the Recording Secretary of the Society or by non-payment of the applicable Membership fees or dues.
9. Any Member may be required to resign from the Society by a vote of three quarters (3/4) of the Members at an Annual Meeting.
10. Until changed in accordance with the Act, the head office of the Society shall be the City of Ottawa in the Province of Ontario.
BOARD OF DIRECTORS
11. The property and business of the Society shall be managed by a Board of Directors; nine (9) in number, of whom five (5) shall constitute a quorum. Directors must be individuals of 18 years of age or greater, with power of law to contract. A Director must be a Member in good standing of the Society.
12. The applicants for incorporation shall become the first Directors of the Society whose term of office on the Board of Directors shall continue until their successors are elected. At the first Annual Meeting of Members, the Board of Directors then elected shall replace the Provisional Directors named in the Letters Patent of the Society.
13. Directors shall be elected by the Members at an Annual Meeting for a term of two years with one half of the directors being elected each year. Directors shall not serve more than four consecutive terms.
14. The Office of a Director shall be automatically vacated:
a) if a Director has resigned an office by delivering a written resignation to the Recording Secretary of the Society;
b) if a Director is found by a court to be of unsound mind; BIFHSGO Bylaws (as amended September 10, 2005);
c) if a Director becomes bankrupt or suspends payment or does not settle with creditors;
d) if, at a Special General Meeting of Members, a resolution is passed by two-thirds (2/3) of the Members present at the meeting that a Director be removed from office; or
e) on death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors by majority vote, may, by appointment, fill the vacancy with a Member of the Society.
15. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that 48 hours written notice of such meetings shall be given, other than by mail to each Director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least four (4) meetings per year of the Board of Directors. No error or omission in giving notice of any Meeting of the Board of Directors or adjourned Meeting of the Board of Directors of the Society shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote.
16. If all the Directors of the Society consent thereto, generally or in respect of a particular meeting, a Director may participate in a Meeting of the Board or of a Committee of the Board by means of such conference telephone or other means of communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a Meeting by such means is deemed to be present at the meeting.
17. A resolution in writing signed by all the Directors entitled to vote on that resolution at a Meeting of Directors or Committee of Directors, is as valid as if it had been passed at a Meeting of Directors or Committee of Directors.
18. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from such position, provided that a Director may be paid reasonable expenses incurred in the performance of such duties.
19. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which such retirement is accepted and a successor is elected.
20. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
21. A reasonable remuneration for all Officers, agents and employees and Committee Members shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect until the next Meeting of the Members when such resolution shall be confirmed by resolution of the Members, or in the absence of such confirmation by the Members, then the remuneration to such Officers, agents or
employees and Committee Members shall cease to be payable from the date of such Meeting of Members.
INDEMNITIES TO DIRECTORS AND OTHERS
22. Every Director or Officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Society, from and against:
a) all costs, charges and expenses which such Officer, Director or other person sustains in or about any action, suit or proceedings which is brought, commenced prosecution against that person, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by that person, in or about the execution of the duties of the office or in respect of any such liability;
b) all other costs, charges and expenses which such Officer, Director or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by the person’s own wilful neglect or default.
POWERS OF DIRECTORS
23. The Directors of the Society may administer the affairs of the Society in all things and make or cause to be made for the Society, in its name, any kind of contract which the Society may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Society is by its charter or otherwise authorized to exercise and do.
24. The Directors shall have power to authorize expenditures on behalf of the Society from time to time and may delegate by resolution to an Officer or Officers of the Society the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Society in accordance with such terms as the Board of Directors may prescribe.
25. The Board of Directors shall take such steps as they deem requisite to enable the Society to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Society.
26. The Officers of the Society shall be the President, 1st Vice-President, 2nd Vice-President, Treasurer, Recording Secretary, Corresponding Secretary, and any other officer(s) as the Board by resolution may determine. A person may hold more than one office.
27. The immediate Past President is an ex-officio member of the Board of Directors with the right to vote on all matters. He/She shall chair the nominating committee.
28. The President shall be elected at an Annual General Meeting for a two-year term. The President may be re-elected once for a maximum of two consecutive terms.
29. Officers other than the President shall be appointed from among the Directors by resolution of the Board of Directors at the first meeting of the Board following the Annual General Meeting.
30. Officers shall hold office until their successors are appointed. If an office becomes vacant, any member of the Society may be appointed to fill the vacancy by resolution of the Board of Directors.
DUTIES OF THE OFFICERS
31. The President shall be the Chief Executive Officer of the Society; shall preside at all Meetings of the Society and of the Board of Directors; shall have the general and active management of the affairs of the Society; and shall see that all orders and resolutions of the Board of Directors are carried into effect.
32. The 1st Vice-President, in the absence of the President, shall perform the duties of the President. The 2nd Vice-President, in the absence of the President and the 1st Vice President, shall perform the duties of the President.
33. The Treasurer shall have the custody of the funds and securities of the Society and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Society and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Society in such chartered bank, credit union or trust company, as may be designated by the Board of Directors; shall disburse the funds of the Society as directed by proper authority taking proper vouchers for such disbursements; shall render to the President and Directors an accounting of all the transactions and a statement of the financial position of the Society; and shall also perform such other duties as may from time to time be directed by the Board of Directors.
34. The Recording Secretary records the affairs of the Society; attends all meetings as clerk thereof and records all votes and minutes of all proceedings; performs other duties as prescribed by the Board of Directors and is custodian of the Seal of the Society. The Corresponding Secretary receives and distributes the Society’s mail; gives notice of Meetings; is responsible for Society mailings; and performs other duties as prescribed by the Board of Directors.
35. The duties of all other Officers of the Society shall be such as the terms of their engagement call for or the Board of Directors requires of them.
36. Contracts, documents or any instruments in writing requiring the signature of the Society shall be signed by any two Officers, and all contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization or formality. The Directors shall have the power from time to time by resolution to appoint an Officer or Officers on behalf of the Society to sign specific contracts, documents and instruments in writing. The Directors may give the Society’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Society. The Seal of the Society when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board of Directors.
37. The Annual or any other General Meeting of the Members shall be held at the head office of the Society or at any place in Canada as the Board of Directors may determine and on such a day as the said Directors shall appoint. The Members may resolve that a particular Meeting of the Members be held outside Canada.
38. At every Annual Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The Members may consider and transact any business either special or general at any Meeting of the Members. The Board of Directors or the President shall have power to call, at any time, a General Meeting of the Members of the Society. The Board of Directors shall call a Special General Meeting of Members on written requisition of Members carrying not less than, and the greater of, twenty (20) voting Members or five percent (5%) of voting rights. Twenty-five (25) voting Members present in person at a meeting will constitute a quorum.
39. Fourteen (14) days written notice shall be given to each voting Member of any Annual or Special General Meeting of the Members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgement on the decision to be taken. Notice of each Meeting of Members must remind the Member of the Member’s right to vote by proxy.
40. Each Voting Member present at a meeting shall have the right to exercise one vote. A Member may, by means of an authorized proxy, appoint a proxy holder to attend and act at a specific Meeting of Members, in the manner and to the extent authorized by the proxy. A proxy holder must be a Member of the Society. A resolution in writing, signed by all the Members entitled to vote on that resolution at a Meeting of Members, is as valid as if it had been passed at a Meeting of Members.
41. No error or omission in giving notice of any Annual or General meeting or any adjourned meeting, whether Annual or General, of the Members of the Society shall invalidate such meeting or make void any proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any Member, Director or Officer for any meeting or otherwise, the address of the Member, Director or Officer shall be the last address of the person recorded on the books of the Society.
MINUTES OF BOARD OF DIRECTORS
42. The minutes of the Board of Directors shall be available to the general membership of the Society.
VOTING OF MEMBERS
43. At all Meetings of the Society, every question shall be determined by a majority of votes unless otherwise provided by statute or these bylaws.
44. Unless otherwise ordered by the Board of Directors, the Fiscal Year end for the Society shall be the 31st day of December in each year.
45. The Board of Directors may appoint committees whose members will hold their offices at the will of the Board of Directors. The Directors shall determine the duties of such committees and may fix any remuneration to be paid.
46. Special sections, approved by the Board of Directors, may be established within the Society to increase knowledge, proficiency and communication in specialized areas of genealogy and family history, such as computer or technology sections, or individual ethnic sections devoted to English, Welsh, Irish and Scottish research. Each section will be a self-sustaining operation, and their members shall be from the membership of the Society.
AMENDMENT OF BYLAWS
47. Any proposed amendments to these Bylaws must be submitted by a member or members in writing to the Recording Secretary. After approval by a majority of the Directors at a Meeting of the Board of Directors, amendments shall be submitted to the Members for ratification, voting in person at either a Special General Meeting or an Annual Meeting. A two-thirds (2/3) vote of approval of all votes cast is required to ratify any amendment. The repeal or amendment of such bylaws shall not be enforced until the approval of the federal authority administering the Canada Corporations Act has been obtained.
48. Appointment of an auditor shall be approved at each Annual Meeting to audit the accounts of the Society for report to the Members at the next Annual Meeting. The auditor shall hold office until the next Annual Meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
BOOKS AND RECORDS
49. The Directors shall see that all necessary books and records of the Society required by the bylaws of the Society or by any applicable statute or law are regularly and properly kept.
RULES AND REGULATIONS
50. Rules and Regulations not inconsistent with these bylaws relating to the management and operation of the Society may be prescribed and existing Rules and Regulations repealed or amended as may be expedient at any Meeting of the Board of Directors, provided that such Rules and Regulations shall have force and effect only until the next Annual Meeting of the Members of the Society when they shall be confirmed, and failing such confirmation at such Annual Meeting of Members, shall at and from that time cease to have any force or effect.
51. In these bylaws and in all other bylaws of the Society hereafter passed unless the context otherwise requires, words importing the singular number shall include the plural number, as the case may be, and vice-versa, and references to persons shall include firms and corporations.
Certified true copy,
October 5, 2005
BYLAW AMENDMENTS (June 2007)
The BIFHSGO auditor proposed to the BIFHSGO Board that the Bylaw be amended to clarify the number of Directors on the BIFHSGO Board and in particular the position of President.
In accordance with Bylaw 47, a motion was made and carried by a majority at the Board meeting of May 7, 2007 to amend the Bylaws in accordance with the auditor’s suggestion. The bylaws to be amended are paragraphs 11 and 13 of the bylaws as amended September 10, 2005.
Paragraph 11 currently reads as follows:
The property and business of the Society shall be managed by a Board of Directors; nine (9) in number, of whom five (5) shall constitute a quorum. The Directors must be individuals of 18 years of age or greater, with power of law to contract. A Director must be a Member in good standing of the Society.
Proposed Amendment to paragraph 11 is as follows:
The property and business of the Society shall be managed by a Board of Directors consisting of ex-officio members as outlined in the bylaws and nine (9) Directors in number, being the President, who is automatically a Director by virtue of being elected or appointed to the position, and eight other Directors. The Directors must be individuals of 18 years of age or greater, with power of law to contract. A Director must be a Member in good standing of the Society. A quorum of the Board of Directors shall be five (5) of the nine (9) Directors.
Paragraph 13 currently reads as follows:
Directors shall be elected by the Members at an Annual General Meeting for a term of two years each, with four being elected each year. Such Directors shall not serve more than four consecutive terms.
Proposed Amendment to paragraph 13 is as follows:
The eight Directors who are not the President shall be elected by the Members at an Annual General Meeting for a term of two years each, with four being elected each year. Such Directors shall not serve more than four consecutive terms.
Amended portions of these paragraphs are in italics and bold face.
Bylaw paragraph 27 states that the immediate Past President is an ex-officio voting Member of the BIFHSGO Board.