EDMONTON HORTICULTURAL SOCIETY
BY-LAWS
Revised November 29, 2004
SECTION 1. NAME
1.1 The Edmonton Horticultural Society, as registered under the Societies Act of Alberta in April of 1973.
SECTION 2. ADDRESS
2.1 The operations of the Society are carried on in the City of Edmonton and surrounding communities.
SECTION 3. MISSION STATEMENT
3.1 The mission of the Edmonton Horticultural Society is to foster an interest in, and an understanding and enjoyment of gardening amongst our members and the community through a variety of activities.
SECTION 4. MEMBERSHIP
4.1 Any person or entity may become a member upon payment of the annual membership fee.
4.2 Notice of a proposed change to the membership fees is to be made in writing to the membership at least 30 days prior to any general meeting, at which time a vote of the majority of the members present will prevail.
4.3 Duration of Membership:
4.3.1 Memberships are valid for one year from the date of purchase.
4.4 Arrears:
4.4.1 A member in arrears shall forfeit all privileges of membership but may be reinstated upon payment of the current year’s membership dues.
4.4.2 Only members in good standing shall be permitted to vote at any meeting of the Society or shall be eligible to hold office.
4.5 Termination of Membership:
4.5.1 A member may terminate membership in the Society by sending written notice to the EHS. No refund of dues for the remainder of the membership year shall be made.
4.5.2 If a member has not paid the membership dues within one month of being in arrears, the membership is cancelled.
4.5.3 A member, upon a two-thirds vote of the Directors of the Society, may be expelled from membership for any cause the Society may deem reasonable.
4.5.4 An expulsion notice may be appealed within 60 days of receipt of the notice to a three person panel comprised of one nominee of the Board, one nominee of the affected member, and one nominee agreed upon by these two nominees. All nominees must be members of the Society in good standing
SECTION 5. BOARD OF DIRECTORS
5.1 The Board of Directors of the Society shall consist of: The Executive Committee, which includes the President, two Vice-Presidents, Treasurer, Secretary, and a Past President; and a maximum of: Ten Directors
5.2 The Executive Committee of the Society shall be chosen as follows:
5.2.1 The President and two Vice Presidents shall be elected at the Annual General Meeting and shall hold office for a term of two years, with a maximum of two consecutive terms of service.
5.2.2 The Secretary and Treasurer shall be elected at the Annual General Meeting and shall hold office for a term of two years, with a maximum of two consecutive terms of service.
5.2.3 The immediate Past President shall have a term of two years, with the option of a further two years.
5.2.4 The ten Directors shall be elected at the Annual General Meeting and shall hold office for a term of two years, with one-half of the number of Directors retiring each year and others elected in their places.
5.3 If a vacancy occurs in the Executive or on the Board, the Board can appoint a replacement until the next Annual General Meeting.
5.4 Remuneration
5.4.1 Unless authorized at any meeting and after notice of same shall have been given, no officer or member of the Society shall receive any remuneration for his services.
5.4.2 The Society shall be conducted in such a manner that private gain does not accrue to its members.
SECTION 6. DUTIES OF THE BOARD
6.1 President:
6.1.1 The president shall, whenever possible, preside at all executive, annual and general meetings of the EHS as its executive head.
6.1.2 The President shall be an ex-officio member of all committees.
6.2 Two Vice Presidents:
The two Vice-Presidents shall assist the President with his/her duties and shall be responsible for executing the duties of the President in the absence of the President.
6.3 Past President:
The immediate Past President shall assist and advise the President and Vice Presidents in the execution of their official duties and shall take over in the absence of the President and/or Vice Presidents.
6.4 Secretary:
The Secretary shall keep a record of the proceedings of all meetings of the Society; attend to all correspondence; have custody and use of the Seal of the Society; and in general attend to all other duties connected with the office, subject to the direction of the Board of Directors.
6.5 Treasurer:
The Treasurer shall be responsible for collecting revenue and dispersing funds according to the direction of the Board of Directors. The Treasurer shall keep a record of all financial transactions, submit annual returns to the appropriate authorities and arrange, upon completion of the term of office, for the transfer of signing authority to the new Treasurer within 30 days of the annual general meeting of the EHS or at such time as deemed reasonable. At the option and decision of the Board of Directors, the Treasurer shall furnish an indemnity bond, in an insurance company lawfully entitled to carry on business in Alberta, for such an amount as the Directors may deem sufficient; such bond to be renewed annually and the premium therefore paid by the Society.
6.6 Secretary-Treasurer:
The offices of the Secretary and the Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide. The duties would be a combination of Secretary and Treasurer with the duties shown above.
6.7 Directors:
6.7.1 Directors shall have power to act for and on behalf of the Society and all grants and other funds of the Society shall be received and expended under their direction.
6.7.2 Directors may name any committee as may be required during the year to render assistance in carrying out any of the objects of the Society, defining their duties.
6.7.3 A Director who fails to attend three consecutive meetings of the Board of Directors, without the consent of the Board, may be called upon to show cause why he should not be removed.
6.7.4 A Director may be removed from office for any just cause by special resolution to a general meeting. The Director will be given the opportunity to have a hearing prior to the consideration of the special resolution. The Director’s responsibilities will be suspended pending the outcome of the special resolution.
6.7.5 The Director may appeal this decision. The Arbitration Board will consist of one member chosen by the EHS Board, one member chosen by the Director and a Chairperson elected by the two members who will consider the case. The decision will be final.
SECTION 7. MEETINGS
7.1 Annual General Meeting
7.1.1 The Annual General Meeting shall be held during the month of February in each year, at such time and place as may be decided by the Board of Directors.
7.1.2 Notice of the time and place of holding an Annual General Meeting or other business meeting of the Society shall be published in the newsletter prior to the meeting.
7.2 General Meetings
7.2.1 The President shall have the power to call meetings of the Society at such time and place, as may be necessary.
7.2.2 The President shall call a special meeting of the Society at any time when required to do so on petition of ten or more members in good standing. The items in the agenda shall be stated in the Notice of Meeting published in the newsletter.
7.2.3 Fifty (50) members in good standing shall constitute a quorum at general or special meetings of the Society.
7.3 Board of Directors Meetings
7.3.1 The Board of Directors shall be notified in writing or by E-mail sent by the Secretary
7.3.2 .Five (5) Directors shall constitute a quorum at a meeting of the Board of Directors. Only Directors at meetings of the Board of Directors shall have the right to vote and then in person only.
7.3.3 The Chairman at any meeting shall not have the right to vote on any question except in the case of a tie vote.
SECTION 8. FINANCIAL RECORDS
8.1 The books, accounts and records of the Treasurer shall be audited at least once each year by an independent auditor appointed by the Board of Directors. A complete and proper statement of the standing of the books for the previous year will be submitted by such auditor so that the auditor’s report can be presented at the Annual General Meeting of the Society.
8.2 The fiscal year of the Society in each year shall be January 1st to December 31st.
8.3 The books and records of the Society may be inspected by any member of the Society at its annual meeting or at any time upon giving a reasonable notice and arranging a time satisfactory to the officer in charge of same.
8.4 The financial records shall be kept up to date by the Treasurer and shall be maintained at the EHS office for two years, after which they shall be archived.
8.5 There shall be three signing authorities for each account, at least two of which must sign each cheque or document on behalf of the EHS. Each signing authority must be a member of the Board.
SECTION 9. OTHER RECORDS
9.1 The Minute Books and other related correspondence shall be kept at the EHS office for two years, after which they shall be archived. The Secretary is responsible for keeping the Minute Books current.
9.2 The Director at large responsible for Memberships, will maintain membership records and have a current membership list available at all meetings.
9.3 Historical documents of the society are to be archived at the EHS office for a minimum of 10 years. If any Board of Directors decides to transfer records to any public archive, approval for such decision must be obtained by a vote of the general membership.
SECTION 10. BY-LAWS
10.1 The rules contained in “Robert’s Rules of Order,” in its most current edition, will govern the proceedings at all meetings and in all cases where they are applicable, provided that they are not in direct conflict with these By-Laws or requirements of the Societies Act.
10.2 These by-laws may be amended or altered by special resolution only at a general meeting or any adjournment thereof. Notice of the motion to alter or amend the by-laws must be given at least 30 days prior to the date of such meeting and published in the newsletter.
SECTION 11. BORROWING POWERS
11.1 The Society shall operate without the provision of borrowing powers.
SECTION 12. DISSOLUTION OF THE SOCIETY
12.1.1 In the event of dissolution of the Society, any remaining assets after the discharge of all liabilities shall be distributed to a registered charitable organization, to be named by the Society’s Board of Directors at that time.