CONSTITUTION
Adopted
November 25, 2008
by Resolution 2008-203
ARTICLE I - NAME
The Name of the organization shall be the Massey Agricultural Society Inc. henceforth known as
“The Society”
ARTICLE II - AUTHORITY
The Society is organized as a corporation without share capital under the authority of the Agricultural and Horticultural Organizations Act (1988) of the Province of Ontario, and all articles of the constitution shall conform to the Agricultural and Horticultural Organizations Act and its regulations.
The Society is a non-profit organization, and has a charitable donation number under the Charities Directorate of Ontario.
Under both above authorities, members shall not benefit financially from the activities of the Society.
ARTICLE III - PURPOSE
The Society as defined in the Act is responsible for encouraging an awareness of agriculture and to promote improvements in the quality of life of the people living in the agricultural community by:
a) researching the needs of the agricultural community and developing programs to meet those needs,
b) holding agricultural exhibitions featuring competitions for which prizes may be awarded,
c) promoting the conservation of the agricultural community,
d) encouraging the beautification of the agricultural community,
e) supporting and providing facilities to encourage activities intended to enrich rural life, and,
f) conducting or promoting horse races when authorized to do so by a By-Law of the Society.
ARTICLE IV - HEAD OFFICE
The Head Office of the Society is the Canada Post Corporation mailing address - P.O. Box 728 Massey, and is located in the Township of Sables-Spanish Rivers, in the Province of Ontario
ARTICLE V - MEMBERSHIP
1) Every person shall be entitled to be a member of the Society by paying the annual fee of the Society. Persons under the age of eighteen (18) years cannot hold office or vote at meetings of the Society. Memberships for the current fiscal year must be purchased on or before September 15th in any year.
2) The membership fee will be determined annually at the annual meeting and will be consistent with the Society’s fiscal year.
3) Categories of Membership:
a. Active membership - any person residing in the Province of Ontario, who is over eighteen years of age, and declares an interest in or a willingness to support the purposes of the society is eligible for active membership
b. Associate membership - any person who does not meet the requirements for Active membership,
but nevertheless declares an interest in and a willingness to support the purposes of the Society.
Associate members do not have voting rights nor are they eligible to serve on the Board of Directors.
c. Junior membership - any person under the age of eighteen (18) years at the beginning of the Society’s fiscal year.
d. Business membership - a firm or an incorporated company may become a member by payment of
the regular fee. The name of one person only, in any one year, will be entered as the representative or
agent of such firm or company, and that person only shall exercise the privileges of membership
in the Society
e. Lifetime membership - a long time member, who has served at least ten years as a member of the Board of Directors, may be awarded the position of Lifetime Member, by unanimous vote of the Board of Directors. The annual membership fee shall be waived, for as long as such individual meets the requirements of Active membership.
4) Privilege of membership -
A member shall be entitled to participate in the activities of the Society as defined by the Board of Directors.
Only Active and Lifetime members, who meet the criteria for Election of Directors, may hold office in the Society.
Every Active and Lifetime member in good standing is entitled to:
- attend and vote at Annual or Special meetings of the Society, as defined in Article VIII
- be a member of, and participate in, committees of the Society
5) Revocation of membership -
Any member whose behaviour/conduct does not support the objectives of the Society and is therefore deemed detrimental to the Society, may, by unanimous motion of the Board of Directors have their membership revoked, and only a two/thirds majority vote by the active membership at an Annual General Meeting, may reverse said motion.
ARTICLE VI - DIRECTORS
1. The Board of Directors shall consist of 4 elected Executive Directors, and 6 elected Directors. The Executive Directors of the Society will consist of the President, Vice-President, Secretary and Treasurer.
2. The membership, at the annual meeting, shall elect members in good standing, to fill positions declared vacant on the Board. All nominees must meet the criteria for Elections of Directors below.
3. Criteria for Elected Directors:
a. All nominees must meet the requirements of Active or Lifetime membership
b. All nominees must be at least eighteen (18) years of age at the time of the nomination
c. Only one member of a household shall be allowed to serve as a Director on the Board at one time
d. All nominees must be willing to abide by the requirements of the Duties of Directors, as defined in
Section XIV
e. All nominees for Executive Director positions must meet the requirements under Section XII (2)
f. All nominees for Executive Director positions must reside within the boundaries of Township of
Sables-Spanish Rivers
g. Persons who have been convicted of an offence under any cruelty to animals act may not accept a nomination to serve on the Board.
4. All positions will be elected positions, and will be for a two (2) year term.
5. There is no limitation on the number of consecutive terms that may be served by a Director.
The President, however, is limited to a maximum of three consecutive 2-year terms or six consecutive years in that position.
6. The Society may extend an invitation to the Township of Sables-Spanish Rivers and the Anishnabek Sagamok Reserve to have representation on the Board. Such appointees shall be non voting members of the Board.
7. The Past President will hold an honorary position and will be a non voting member of the Board. The Past President shall serve during the term of office of his/her immediate successor to the position of President and will guide and inform the current President as to matters unresolved during his/her term of office
8. The Board of Directors has the power to act for and on behalf of the Society in all matters, subject to the Constitution, By-Laws, Policies and Procedures and Regulations of the Society.
9. Voting for election purposes will be by secret ballot, and majority of votes cast, and counted by two Scrutineers. Results of elections will be posted immediately following the vote, and will include the ballot count.
10. A nominating committee will be formed, at least one month prior to the Annual Meeting, and will consist of two (2) members of the Board whose term of office is not expiring.
11. Associate Directors
The Board may appoint Associate Directors. These appointees will be non voting members of the Board. The Associate Director will work with the Director in charge of a specific area of the Massey Fair, take responsibility for that area, and ensure all requirements, including financial are met. He/she may be reimbursed for personal expenses incurred while carrying out their duties. Personal expenses may include telephone, gas, postage, etc.
12. Grand Father Clause-Lifetime Directors
Under the constitution approved on January 17th, 2008, the Board of Directors bestowed upon certain members the title of Lifetime Director. This clause protects these individuals and allows them to continue as Lifetime Directors. It is understood that Lifetime Directors, are non voting members of the Board.
ARTICLE V11 - VACANCIES ON THE BOARD OF DIRECTORS
1. In the event of a vacancy occurring on the Board, the remaining members of the Board of Directors shall have the authority to appoint a member to fill the position. The appointment will be for the duration of the elected member’s term of office.
2. If a Director is absent from 3 (three) consecutive meetings of the board, without prior notice of just cause, his/her position will be declared vacant and will be filled as outlined in Section VII (1) above. Just cause will include health and family issues.
3. If a Director submits his/her written resignation, the resignation will be deemed effective twenty-four (24) hours after receipt by any member of the Board of Directors. The vacancy will be filled as per section VII(1) above.
4. A Director who resigns from the Board, for reasons other than family or personal health, may not be nominated for a position on the Board of Directors for a period of two (2) years.
ARTICLE VIII - MEETINGS OF THE SOCIETY
1. Notice of Meetings
At least two weeks’ notice of the Annual General Meeting shall be given by publication of a notice of the meeting in at least one newspaper having a general circulation in the Township of Sables-Spanish Rivers, and by mailing a notice of meeting to every member in good standing of the Society at the address registered with the Society. Electronic distribution of the meeting notice is included in the definition of “mailing”.
2. Annual Meeting
a. The annual meeting of the Society shall be held on or before December 15thth in each year at a time and place determined by the Board of Directors.
b. Fifteen (15) members shall constitute a quorum at the Annual meeting.
c. At the Annual Meeting:
i. The Board shall present a report of the Society’s activities and accomplishments, a detailed statement of the receipts and expenditures, and a statement of the assets and liabilities for the Society, certified by the appointed Reviewers.
ii. All vacant Board of Director positions shall be filled by election
iii. Two independent financial reviewers, or one accounting professional, will be appointed to review the upcoming year’s finances.
iv. The secretary will make available a list of members eligible to vote and hold office as determined in Article V, and a copy of the minutes for the year.
v. The treasurer will make available all financial records for the year for the perusal of the members
3. Special Meetings:
a. On the petition of 15 members of the Society, the Secretary or in his/her absence, the President or Vice-President will call a special meeting for the transaction of the business identified in the petition. The meeting will be advertised as outlined in Article VIII (a).
b. A special meeting shall be called to deal with the selling, mortgaging, leasing or otherwise disposing of property owned by the Society.
c. Fifteen (15) members shall constitute a quorum at a special meeting.
4. Voting
a. Proxies are not permitted at any annual or special meeting of the Society.
b. Voting shall be by show of hands, or by written ballot if called upon by motion of the society, with the exception of elections which will be by ballot.
ARTICLE IX - MEETINGS OF THE BOARD OF DIRECTORS
1. The Board will appoint a day or days in any month or months for regular meetings at an hour to be named, at a place to be determined, and no notice of such meeting need be sent. The Board of Directors will hold at least ten (10) regular meetings during any given fiscal year
2. A meeting of the Board will be called by the Secretary, upon the direction of the President, or in the absence of the President, the Vice-President, or by any three members of the Board, by notifying all members of the Board at least 3 days prior to the time fixed for such meeting. The Secretary will notify Board members by the most efficient means at his/her disposal.
3. A meeting of the Board may be held immediately following any Annual or Special Meeting of the Society, without notice.
4. A quorum for meetings of the Board will be fifty percent plus one of the directors
5. To facilitate the taking of minutes, the Board may elect to tape their meetings
6. Only the elected Directors are eligible to vote at Board meetings. Proxy votes will only be accepted when there is an item on the agenda with respect to any action that would lead to the execution of documents, pertaining to deeds, transfers, contracts, personnel or any legal matter.
A director whose absence is for a valid reason may submit their proxy vote in writing which may also express their opinion on the matter in order to clarify the intent of the proxy vote.
7. Decision making or questions arising at any meeting of the Directors shall be by a majority vote, normally taken by a show of hands. Votes will be taken by ballot upon the request of any Director present. Votes will be recorded upon the request of any Director present. In a tie situation, the President will cast the tie breaking vote, and all tied motions will be defeated.
8. Powers and Duties of the Board:
In addition to other specific duties and powers assigned elsewhere in this Constitution, or in By-Laws of the Society, the Board shall:
a. Ensure the overall activities of the society are consistent with the purposes of the society,
b. Prepare general policies and procedures for consideration and adoption by the membership,
c. Implement policies and actions approved by the membership,
d. Enter into contracts in the name of the society in accordance with policies and practices approved by the membership,
e. Authorize expenditures and obtain funds necessary for the operation of the Society,
f. Manage the affairs of the Society between general meetings
9 Committees and sub-Committees
a. The Board may establish committees as necessary to conduct business more effectively. All committees are accountable to the Board of Directors.
b. Terms of reference for committees shall include:
i. the status of the committee (standing or ad hoc)
ii. the type of committee ( discussion, working, task force, etc)
iii. the overall purpose
iv. any specific directives defining goals or tasks
v. the relationship to any other overlapping activities of the Society
vi. the composition, including any authority granted to the chair
vii. the assignment of members
viii. any special mode of operation
ix. An upper limit of expenses the committee can incur
x. the preferred time and method for reporting
c. The Board of Directors may establish the following standing committees as required:
i. Hiring committee
ii. Nominating committee
iii. Policy and Procedure Review Committee
iv. Constitution Review Committee
v. Joint Economic Development Committee with the Township of Sables-Spanish Rivers
d. A Director of the previous year‘s standing committee, who is re-elected for a further term of office, may choose to remain a member of the standing committee or may elect to vacate the position to a new Director.
ARTICLE X - CONFLICT OF INTEREST
1. Where a director of the society has an interest, direct or indirect, in any matter in which the Society is concerned, he/she will disclose the interest, will not take part in the consideration or discussion of, or vote on, any question with respect to the matter and shall withdraw from the meeting when the matter is being discussed.
ARTICLE X1 - INDEMNIFICATION AND SECURITY
The Society shall indemnify and save harmless the Directors, their heirs, executors and administrators, and estates from and against:
- all costs, charges and expenses that are sustained or incurred in or about any action, suit or proceeding that is brought, commenced or prosecuted against him/her, for or in respect of any act, deed, matter or thing whatsoever made, done, or permitted by the Director in the execution of his/her duties except costs, charges and expenses as are occasioned by the Director’s own willful neglect, default or dishonesty: and
- All other costs that he/she sustains or incurs in or about or arising from or in relation to the affairs of the Agricultural Society except costs, charges or expenses thereof as are occasioned by his/her own willful neglect, default or dishonesty.
The Board of Directors is responsible for inquiring into and reporting on the sufficiency of the security given by the Treasurer. If the Board neglects to procure and maintain proper and sufficient security, each Director will be personally responsible for all funds of the Society that may have been received by the Treasurer.
ARTICLE XII - FINANCES
1. All monies belonging to the Society must be deposited by the designated Directors or employees to the Society’s bank account at the financial institution designated by the Board.
2. Cheques to disburse the funds of the Society will bear the signatures of any two of the following: President, Vice-President, Secretary, and/or Treasurer.
Persons with signing authority must have a criminal record check performed through the Canada Police Information Centre. No person with a criminal record, under the Criminal Code of Canada for a violent crime, theft, or embezzlement may hold signing authority for the Society.
3. The fiscal year of the Society is from November 1st to October 31st.
4. All expenditures must be approved by a motion passed at a general Board of Directors Meeting.
5. The financial records of the Society will be reviewed by two independent and qualified persons, or one accounting professional, appointed at the Annual Meeting.
6. The financial accounts and other books of the Society shall be made available for inspection
by members upon reasonable request, and shall be made available at all Annual meetings.
7. No officer, director, or member of the Society, except the Secretary or the Treasurer, if appointed to the position by the Board of Directors, and only when a general election fails to fill the position/s, and not being a member of the Board of Directors, will receive remuneration for carrying out his/her duties as an officer, director or member.
8. The Board may approve travel expenses, including registration fees payable out of the funds of the Society for Directors attending events on behalf of the Society.
ARTICLE XIII - ADMINISTRATION
1. Execution of Documents:
Deeds, transfers, contracts, and any other document may be signed on behalf of the Society by two of the four Executive Directors having signing authority as outlined in Section XII (2)
2. The Board of Directors shall ensure that books and records are kept by the Society, and are available for inspection with reasonable notice to any member of the Society.
3. Records of the Society;
Directors of the Society are responsible for the safe custody of:
a. deeds, title papers and other documents relating to the Society’s property
b. at least one copy of minutes of proceeding, resolutions and constitution and by-laws of the Society
c. books and records of the Society
4. All records of the Society will be kept at a location determined by the Society for a period of at least seven (7) years.
ARTICLE XIV - DUTIES OF DIRECTORS
1. The President shall:
* Be a member in good standing and must have completed at least one term of office as a Director, and/or one term of office as Vice-President. Only if no person with prior experience accepts a nomination, may the above requirement be waived.
* Chair all meetings
* Be responsible for the management and supervision of the affairs and operations of the Society
* Represent and promote the organization
* Vote only in tie situations or when he/she releases his/her position to the Vice-President
2. The Vice-President shall:
* Be a member in good standing and must have completed at least one term of office as a Director. Only if no person with prior experience accepts a nomination, may the above requirement be waived.
* Assist the President and assume the role of President in his/her absence
3. The Secretary shall:
* Attend and record true minutes of all meetings of the Society
* Conduct the correspondence of the Society
* Keep a record of:
i. all business transactions, including financial, of the Society
ii. all resolutions and policies and procedures passed by the Society
iii. all amendments to the By-Laws and to the policies and procedures of the Society
iv. a list of members of the Society and their addresses
v. all committee reports
vi all monthly and annual financial statements
* Keep a record of election terms of office for all director positions, and of vacancies of the Board
* Have custody of the Seal of the Society, and be responsible for its use
4. The Treasurer shall:
* before entering upon the duties of the office, give Bond for the faithful performance of these duties and the due accounting for and paying over of monies which may come into the Society
* follow the financial policies as determined by the Board of Directors
* receive, and provide a receipt for all monies paid to the society and deposit them to the credit of the Society in the designated financial institution
* keep the securities of the Society in safe custody
* maintain full and accurate accounting records with clear descriptions of income and expenditures of the Society.
* prepare and present monthly and annual financial statements at the respective meetings of the Society
* keep a list of the names and address of persons to whom prize money is paid and the amount paid to each person
* work with the appointed reviewers to ensure the financial review is completed in advance of the annual meeting,
* ensure that all expenditures have been approved by the Board of Directors
* ensure that a proper voucher/invoice is submitted and is on file for all expenditures
5. The Directors shall:
* serve on and assume a leadership role for committees as required
* recruit volunteers and Associate Directors to assist with events
* be responsible for at least one specific area of the Massey Fair, ensuring that all responsibilities for that area are followed through to completion, and,
i. know the pertinent prize list
ii. understand the rules and regulations, terms and definitions
iii. keep a record of the number of entries in each class
iv. keep a record of the names and addresses of the winners in each class
v. recommend changes for the following year
* feel a responsibility for the success of the fair, and take appropriate action to deal with general problems that arise in the absence of the Director in Charge, and/or to enhance the fair
* be respectful of other Directors, their efforts, and the areas of which they are in charge
* be available, during the week before the fair, and during the fair to assist as required
ARTCILE XV - RULES OF ORDER
1. Robert’s Rules of Order will govern the Society on all matters not covered by the Constitution or the By-Laws.
ARTICLE XVI - CHANGES IN CONSTITUTION
1. The Constitution may be amended or repealed by a majority vote of members in attendance at an annual meeting, or at a special meeting of the membership, of which notice has been given in the manner provided by Article VIII (1). Notice of proposed amendments must be distributed to the active membership at least two weeks prior to the meeting.
2. All regulations as set forth in the Agricultural and Horticultural Organizations Act, or as it may be revised from time to time, shall become a part of this constitution.
ARTCILE XVII - DISSOLUTION
1. In the event of the dissolution of the Society, after payments of all debts and liabilities, and settlement of all commitments and agreements, the remaining assets shall be distributed to Registered Charities or to other qualified entities as defined in the Income Tax Act.
ARTICLE XVIII - ADOPTION
This constitution was adopted at the Annual Meeting of the Society held on this 25th day of November in the year 2008. It came into immediate effect and remains so until amended or repealed.
SIGNED and SEALED by the EXECUTIVE DIRECTORS
_No Signature____________ ___No Signature___________
President Alexander Yaw Vice-President Roger Gignac
FEBRUARY 17 2009
Resolution: 2009-23 Moved by: Karen Gerrard Seconded by: Judith Brush
WHEREAS the Past President and the Past Vice President have refused to sign the Constitution which was adopted by the Membership on November 25, 2008;
BE IT RESOLVED THAT the current President and Vice President shall duly sign the Constitution forthwith.
Recorded Vote: FOR Della Beaulieu Judith Brush Karen Gerrard
Nicole Harel Vic Stresman
AGAINST Guy Desmarais Don Patrie
ABSTAIN Wayne Golden
CARRIED
____Signature affixed___________ _Signature Affixed_____________
President Dale Rivers Vice-President Guy Desmarais
___Signature Affixed __________ __Signature Affixed___________
Secretary Karen Gerrard Treasurer Nicole Harel