Heritage Colchester
Governance
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Heritage Colchester Constitution
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- Article 1 – Membership categories and fees
- Article 2 – Honorary membership
- Article 3 – Provisions for resignation, death, or removal from office
- Article 4 – Voting rights
- Article 5 – Duties of the board of directors
- Article 6 – Standing committees
- Article 7 – Observer status
- Article 8 – Signing authority
- Article 9 – Financial statements
- Article 10 – Remuneration of board of directors
- Article 11 – Remembrance donations
The purposes of Heritage Colchester will be:
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- to promote the greater public awareness of the historical past of the Colchester Centre area and its importance to the early development of Ontario,
- to preserve the past through identification and research of historically significant structures being restored by Heritage Colchester.
- to compile authentic records of such structures with available documents and photographs for the public benefit
- to carry out activities ancillary and incidental to the attainment of the above charitable purposes.
ARTICLE 2 – NAME
The organization shall be officially known as Heritage Colchester and its Head Office shall be located at such place in the Town of Essex as the Board of Directors of Heritage Colchester may from time to time determine.
ARTICLE 3 – NOT FOR PROFIT STATEMENT
Heritage Colchester is Incorporated as a Not-for Profit Corporation in the Province of Ontario as an affiliate of the Ontario Historical Society. Heritage Colchester shall be carried on without purpose of gain for its members and any profit or other accretions to Heritage Colchester shall be used in promotion of its objectives as stated in Article 1.
ARTICLE 4 – MEMBERSHIP
Membership shall be open to all people interested in the mission of Heritage Colchester. The membership fees and categories shall be established each year at the Annual General Meeting.
ARTICLE 5 – FISCAL YEAR
The fiscal year shall be from January 1st, to December 31st of the same year.
ARTICLE 6 – MEETINGS
- The Annual General Meeting of Heritage Colchester shall be held within the first six months of the previous year at such place and time as the Directors may fix from time to time. The purpose of the Annual General Meeting shall be to receive annual reports of Heritage Colchester and its Officers, to Elect members of the Board of Directors, to consider and, if appropriate, amend or re-enact the Constitution and By-Laws and to transact any other business as may properly come before the meeting.
- Notice of such Annual General Meeting will be posted by means that, from time to time, the Board of Directors deems appropriate. The accidental omission to give notice of any meeting to any member of Heritage Colchester shall not alone invalidate any resolution passed, or proceedings taken at such meeting of members if the meeting has been properly called to order and conducted.
- A Special Meeting of the members may be called by the President, or a resolution of the Board of Directors or by petition of one-tenth of the membership in good standing. Notice of such meeting shall state the purpose of the meeting and be published by means that from time to time be determined.
- General Membership Meetings shall be held at stated times and places at the call of the President and/or the Board of Directors.
- Meetings of the Board of Directors shall be called at the President’s discretion or by written request of two Board of Directors Members.
- A quorum for General Membership Meeting or Special Meeting shall consist of one-quarter of the members in good standing. A quorum for Board of Directors Meetings shall be three elected Officers and two Committee Members.
- The Roberts Rules of Order shall be the guide in all matters at every meeting.
- The President, or in his/her absence, a Vice-President, in their absence, the Secretary shall preside at all meetings. If all three are absent or decline to act the members may choose one of their numbers to act.
- Each voting member is entitled to one vote and a simple majority shall constitute a decision.
- The President shall cast the deciding vote in cases of a tie.
ARTICLE 7 – THE BOARD OF DIRECTORS
- The Board of Directors shall consist of a minimum of 5 Directors with the following position: President, Vice-President, Secretary, Treasurer, and a Director, and such other Officers and Committee Chairs as may be determined from time to time.
- The members of the Board of Directors shall be elected by the general membership of Heritage Colchester at the Annual General Meeting and shall serve in these offices for a period of two years, or until a successor shall have been elected or appointed.
- A retiring member shall be eligible for re-election.
- A vacancy on the Board of Directors shall be filled by appointment made by the Board of Directors and the person so appointed shall retain the office for as long as the vacating member would have retained the same.
ARTICLE 8 – AMENDMENTS
The Constitution of Heritage Colchester may be repealed, amended, or re-enacted by a vote of two-thirds of the votes cast at an Annual General Meeting or Special Meeting called in the appropriate manner. The Membership will be given notice within 30 days before the date of the Annual General Meeting or Special Meeting.
ARTICLE 9 – BYLAWS
- An Annual General Meeting shall have the power to enact such By-Laws under and in accordance with the terms of the Constitution as may be deemed necessary or advisable by the majority vote.
- An Annual General Meeting shall have the power to amend or repeal, by majority vote, any By-Law previously enacted under the terms of this Constitution
ARTICLE 10 – NOMINATIONS AND ELECTIONS
- All nominees for the Office of the Board of Directors or Committees shall be members in good standing.
- A Nominating Committee shall be named by the President at lease two months preceding the Annual General Meeting. The Vice-President shall be a member. This committee shall draw up a slate of Officers for the Annual General Meeting.
- Additional nominations to this slate of Officers and Directors shall be accepted from the membership up to and during the Annual General Meeting.
- Such nominations must be accepted by the candidate.
- Where any elected office is contested, the vote for that office shall be by secret ballot.
ARTICLE 11 – AUTHORIZED SIGNATURES
All Cheques, drafts, trade acceptances, promissory notes, leases, contracts, bills of sale, etc. of Heritage Colchester shall be signed by two Officers as designated by the Board of Directors. The two signing officers shall not be members of the same family.
ARTICLE 12 – COMMITTEES
The Board of Directors shall have the power to set up and disband Standing Committees, Special Committee’s and any Ad Hoc Committees as it deems necessary in order to transact and conduct the business and projects of Heritage Colchester.
No Committee shall have the power to make decisions affecting the policies and the finances of Heritage Colchester without approval of the Board of Directors.
ARTICLE 13 – EXECUTIVE PROTECTION
No Officer, Director, Chairperson, or Committee Member shall be liable for the acts, neglects, or the defaults of any other member, nor for the loss, damage, or misfortune which happens during the execution of the duties of his/her office, unless the same shall happen through his/her own willful neglect, default, or dishonesty.
ARTICLE 14– PROVISIONS FOR DISSOLUTION
Upon dissolution of Heritage Colchester and after payment of all debts and liabilities, any remaining surplus of Heritage Colchester shall be distributed or disposed of to like minded organizations in the Town of Essex or other areas of Ontario or charitable organizations that are registered under the Income Tax Act, whose aims and objectives of which are beneficial to the Colchester Centre community history, as part of the Town of Essex.
ADOPTION
This original document of the Constitution and accompanying By-Laws was completed and put forth at the first Annual General Meeting.
BY-LAWS of HERITAGE COLCHESTER
INDEX
ARTICLE 1 – MEMBERSHIP CATEGORIES AND FEES
- Membership categories shall be:
a) Regular,
b) Associate,
c) Corporate.
- All annual membership fees shall be established by the Board of Directors and any changes in the annual fees shall require the approval of the membership by a majority vote.
- Membership shall be considered to be in force from January 1st of the current year to December 31st of the same year.
- The following annual membership fee structure shall exist:
a) Regular $15.00
b) Associate $20.00
c) Corporate $30.00
- The Membership Chair shall notify the members that annual fees are due when the notice of the Annual General Meeting is sent out, and should they not paid by the date of the Annual General Meeting the members in default shall thereupon automatically cease to be a member of Heritage Colchester. Any member may be reinstated on payment of the current annual fee without penalty.
ARTICLE 2 – HONORARY MEMBERSHIP
Heritage Colchester may, at an Annual General Meeting, grant an Honorary membership to any person deserving of such recognition. The Honorary Members shall not be entitled to vote, nor will they be required to pay membership fees. They shall be entitled to receive notices of all meetings. The Honorary Member or Members may decline bestowing of such title should they wish to retain rights as a Regular Member upon payment of the Regular Membership fee.
ARTICLE 3 – PROVISIONS FOR RESIGNATION, DEATH OR REMOVAL FROM OFFICE
- In the event of a resignation or death of the President before the term of office has expired, the office of the President shall be assumed by a Vice-President and he/she shall remain in office until the expiry of the term of election.
- A resigning President shall return to the position of regular member.
- If, for any reason, a member of the Board of Directors does not or cannot perform the duties of the office, the Board of Directors shall have the power to remove and to replace that member.
Regular members shall be entitled to one vote per member at the Annual general meeting or special meeting of Heritage Colchester.
Associate members do not have voting rights.
Corporate members shall be entitled to one vote per membership.
ARTICLE 5 – DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors
a) to conduct the business of Heritage Colchester and to receive and act on reports from Officers and Committees.
b) to act for Heritage Colchester when time and circumstances do not permit or warrant the calling of a General Membership Meeting.
c) to appoint the following standing committees:
i. Program
ii. Communications
iii. Archives
iv. Fund Raising
v. Social
vi. Membership
d) there shall be such other committees as may from time to time be deemed necessary by the decision of the Board of Directors or by a majority vote at any meeting of Heritage Colchester or, subject to ratification by majority vote at the next subsequent meeting of Heritage Colchester.
President
a) To preside at General Meetings and at meetings of the Board of Directors.
b) To act as an ex officio member of all standing committees and to perform such other duties as custom devolve upon a President.
c) To act as a Signing Officer.
Vice- President
a) To assume the duties of the President in his/her absence, or upon his/her request.
b) To prepare, in consultation with the Board of Directors, a budget for the coming year for presentation at the Annual General Meeting.
Secretary
a) To record all minutes and circulate them to members as required.
b) To file all minutes in an official Minute Book.
c) To receive, answer, and file all correspondence directed to him/her.
d) To present a written report of the year’s activities of Heritage Colchester at the Annual General Meeting.
e) To keep on file an updated copy of the Constitution and to notify the membership in writing before the subsequent Annual General Meeting of any amendments made to the Constitution.
f) To file all required reports to the Province of Ontario, Revenue Canada, & the Ontario Historical Society.
g) To keep on file an updated copy of the By-Laws and to notify the membership in writing before the subsequent Annual General Meeting of any amendments made to the By-Laws.
Treasurer
a) To receive fees, and pay bills as directed.
b) To present a completed financial statement at the Annual General Meeting and to present a budget summary accurate to that date as requested by the President.
c) To act as the Signing Officer.
Director
a) To support and aid the President and Board of Directors in conducting the business of Heritage Colchester.
Past President
a) To serve as a member of the Board of Directors.
ARTICLE 6 – STANDING COMMITTEES
- Terms of Reference
a) To hold meetings as the Board of Directors deems necessary.
b) To initiate action upon any matters referred by the Board of Directors and/or Heritage Colchester.
c) To initiate action on items of its own creation within the specific Terms of Reference as listed below.
d) To report to the Board of Directors of Heritage Colchester on all matters referred to it with respect to opinions, recommendations and actions taken on such referrals.
e) To keep written report of all meetings and a copy shall be sent to the President.
f) To prepare such motions and/or notices of motion as required for the carrying out of these terms of reference.
g) To suggest and prepare any By-Laws and/or Constitutional amendments necessary to expedite the recommendation of the Committee.
h) To submit progress reports to the Board of Directors or Heritage Colchester as required throughout the year and prepare a written report to be received at the Annual General Meeting.
i) To have the Committee Chair pass to his/her successor a complete file of the minutes and reports of the work of his/her committee.
1.1 Program Committee
a) To assume responsibility for speakers.
b) To arrange, at the beginning of each year, a series of meetings and events for the coming year.
c) To arrange location of meetings.
d) To provide the Chair of the Communications Committee with details of all meetings and events far enough in advance so that he/she can advertise same to the members and the public.
e) In consultation with the President, provide a gift for guest speakers, and if the speaker is travelling from outside the County of Essex, obtain a cheque from the treasurer to cover mileage or a stipend for their services.
1.2 Communications Committee
a) To compose, duplicate and distribute notices of meetings and events to all members.
b) To place advertising posters and necessary media advertising for all meetings and events.
c) To prepare and send out press releases or articles to local business publications.
d) To prepare any other publicity materials as may be directed by the Board of Directors.
1.3 Fund Raising Committee
a) To seek means by which funds may be raised to carry on the work of Heritage Colchester.
b) With the approval of the Board of Directors, to carry out or arrange for the carrying out of such events.
1.4 Social Events Committee
a) To keep itself informed of the wishes of the membership regarding social activities and to suggest suitable social functions which could be undertaken by Heritage Colchester.
b) To act as a Catering Officer.
1.5 Membership Committee
a) To record and keep an up-to-date list of members.
b) To retain membership lists for the last 3 (three) years.
c) To provide mailing labels as required.
- The Board of Directors, from time to time, may grant Observer status to like-minded organizations on a reciprocal basis.
- An observer shall have the right to attend all meetings and participate in discussions.
- An observer shall not have a vote.
- The observer shall act as a liaison between the two groups.
- The Board of Directors shall have the power to appoint observers representing Heritage Colchester.
- Contracts – Any and all documents, instruments, and writings signed for, or on behalf of, and in the name of Heritage Colchester shall be approved by the Board of Directors and shall be binding on Heritage Colchester.
- Cheques and Drafts. All cheques or other orders for payment of money accepted or endorsed in the name of Heritage Colchester shall be signed by the Treasurer and one other member of the Board of Directors approved as the Signing Officer.
- Deposits – All funds of Heritage Colchester shall be deposited from time to time to the credit of Heritage Colchester in such bank or banks, Credit Union or other CDIC institutions as the Board of Directors may approve.
ARTICLE 9 – FINANCIAL STATEMENTS
The Board of Directors shall name a third party, Accountant or Bookkeeper to review the Financial Statements and Books annually. The review shall be undertaken at least thirty days before the Annual General Meeting and the Accountant or Bookkeeper shall prepare a report for presentation to the membership at the Annual General Meeting. Members of the Executive may not be named as Accountant or Bookkeeper for review purposes.
ARTICLE 10 – REMUNERATION OF EXECUTIVE
Members of the Board of Directors shall not receive any remuneration for acting as such. By sanction of the Board of Directors travel costs and per diem expenditures may be afforded for attendance at functions conductive to the aims and objectives of Heritage Colchester.
ARTICLE 11 – REMEMBRANCE DONATIONS
In the event of the serious illness or death of a Board of Directors member or member of their immediate family, a suitable charitable donation or flowers shall be sent.
A Document, together with the Constitution of Heritage Colchester, relating generally to the transaction of the business and affairs of Heritage Colchester, the By-Laws are hereby accepted.
Dated this 10th day of February, 2021
Prepared for review and presentation to the Board of Directors
January 30, 2021
By Perry Basden, President of HERITAGE COLCHESTER.