Club Bylaws

Rainy River Valley Field Naturalists Constitution

As amended September 7th 2020

TABLE OF CONTENTS

ARTICLE 1:  NAME

ARTICLE 2:  GENERAL DESCRIPTION

ARTICLE 3:  MISSION STATEMENT

ARTICLE 4:  GENERAL MEMBERSHIP

                4.1 MEMBERSHIP CLASSES

                4.2 ELIGIBILITY

                4.3 BENEFITS OF MEMBERSHIP

ARTICLE 5:  RESPONSIBILITIES OF MEMBERSHIP

                5.1 ANNUAL MEMBERSHIP DUES

                5.2 SUPPLEMENTARY FEES

                5.3 TERMS OF MEMBERSHIP

                5.4 RESIGNATION

ARTICLE 6:  MEETING OF MEMBERS

                6.1 GENERAL MEETINGS

                6.2 ANNUAL MEETING

                              a) VOTING BY PROXY FOR AGM

                6.3 OTHER GENERAL MEMBERSHIP MEETINGS

                6.4 PLACE OF MEETINGS

                6.5 NOTICE OF GENERAL MEMBERSHIP MEETINGS

                6.6 CHAIRPERSON

ARTICLE 7:  EXECUTIVE

                7.1 NUMBER OF EXECUTIVE OFFICERS

                7.2 QUORUM

                7.3 RESOLUTION

                7.4 RENUMERATION

                7.5 ELIGIBILITY

                7.6 NOMINATIONS

                7.7 ELECTION OF EXECUTIVE

                7.8 TERMS OF OFFICE

                7.9 REMOVAL OF EXECUTIVE

                7.10 VACATION OF OFFICE

ARTICLE 8:  RESPONSIBILITES OF EXECUTIVE

                8.1 PRESIDENT

                8.2 VICE-PRESIDENT

                8.3 RECORDING SECRETARY

                8.4 TREASURER

                8.5 VARIATION OF DUTIES

ARTICLE 9:  PROTECTION OF EXECUTIVE

                9.1 LIMITATION OF LIABILITY

                9.2 INSURANCE

ARTICLE 10:  EXECUTIVE MEETINGS

                10.1 ANNUAL MEETING

                10.2 FIRST MEETING OF EXECUTIVE

                10.3 OTHER EXECUTIVE MEETINGS

                10.4 NOTICE OF EXECUTIVE MEETINGS

ARTICLE 11:  COMMITTEES

                11.1 FORMATION

                11.2 REPORTING

                11.3 TERMS OF REFERENCE

                11.4 COMMITTEE FINANCES

ARTICLE 12:  CONTRA CTS OF EMPLOYEES

                12.1 CONTRACTS

                12.2 INTEREST OF EXECUTIVES IN CONTRACTS

                12.3 DECLARATION OF INTEREST

                12.4 EMPLOYEES

ARTICLE 13:  CONDUCT OF CLUB BUSINESS

                13.1 CLUB ADDRESS FOR OUTSIDE COMMUNICATION

                13.2 FINANACIAL YEAR

                13.3 EXECUTION OF INSTRUMENTS

                13.4 BANKING ARRANGEMENTS

                13.5 APPROVAL OF EXPENDITURES

                13.6 AGENTS AND ATTORNEYS

                13.7 AUDITORS

ARTICLE 14:  AFFILIATION

ARTICLE 15:  CONSTITUTION AMENDMENTS

ARTICLE 16:  MISCELLANEOUS

 

RAINY RIVER VALLEY FIELD NATURALISTS

ARTICLE 1:  NAME

The name of the organization is the Rainy River Valley Field Naturalists, hereafter referred to as “the club”.

ARTICLE 2:  GENERAL DESCRIPTION

The Rainy River Valley Field Naturalists is an independent not-for-profit nature and conservation club. As such, the club shall be carried on without the purpose of financial gain for its members. Any earnings or other accretions to the club shall be used in accordance with its mission.

ARTICLE 3:  MISSION STATEMENT

The Rainy River Valley Field Naturalists promote appreciation, education, conservation and wise use of our natural environment in the Rainy River Valley.

ARTICLE 4:  GENERAL MEMBERSHIP

4.1  MEMBERSHIP CLASSES

Membership is divided into three discrete classes, as follows:

  • individual, couple, family
  • student/ youth
  • Honorary Lifetime- as appointed by the club executive

4.2  ELIGIBILITY

Membership shall be open to all persons whose interest in nature and the environment is reflected in the club’s mission statement.

4.3  BENEFITS OF MEMBERSHIP

Individual, Couple, Family and Honorary Lifetime members who are at least 18 years of age are entitled to full membership as follows:

  1. Vote in all club matters in person, or by proxy for AGM only
  2. Hold office
  3. Attend presentations, workshops, outings and other club sponsored activities, and,
  4. Receive club publications, including newsletters

ARTICLE 5:  RESPONSABILITIES OF MEMBERSHIP

5.1  ANNUAL MEMBERSHIP DUES

In the year 2020, the annual membership fees are as follows:

Family – Forty Dollars ($40)

Individual – Thirty Dollars ($30)

Student – Free

Honorary life – Zero Dollars ($0)

Annual membership dues shall be reviewed annually by members present at the Annual General Meeting in September. Any amendment to annual membership dues shall be carried by a two-thirds majority vote of the members present and eligible to vote, and shall take effect in the next calendar year. Voting by proxy is accepted at the AGM.

At the general meeting eligible members may by two-thirds majority vote to waive or reduce the fees due of any current or prospective member.

Membership fees are due and payable annually and shall run from September 1st to August 31st each year. New members joining after May shall have their membership extended to August 31 of the following year.

Members in default of payment of annual dues on 31st October shall forfeit all rights and privileges of membership and shall cease to be members.

5.2  SUPPLEMENTARY FEES

The club reserves the right to levy additional fees from time to time to cover costs associated with the undertaking of special activities or events. Such activity or event specific costs shall be shared among participants.

   5.3  TERMS OF MEMBERSHIP

The interests of a club member are not transferable.

5.4  RESIGNATION

Members may resign by written notice to the club president. A member resigning before year end shall not be entitled to any refund of dues.

ARTICLE 6:  MEETINGS OF MEMBERS

6.1  GENERAL MEETINGS

General meetings shall be held in February, April and November

6.2  ANNUAL MEETING

The annual meeting of the members shall be held in September of each year for the purpose of receiving committee reports and statements. The election and installation of new officers shall occur at the conclusion of the meeting (see Article 10.1). Voting by proxy is accepted at the AGM.

                                   a) Proxy Voting: Members choosing to vote by proxy must submit their vote in writing to the secretary (via electronic mail, regular mail, or in person) and be                                          received no later than 24 hours prior to the start of the AGM.

6.3  OTHER GENERAL MEMBERSHIP MEETINGS

The Executive or President shall have the power to call other meetings of the members at any time.

6.4  PLACE OF MEETINGS

Meetings of the members shall be held in the Town of Fort Frances, Ontario, or as such other place as determined by the Executive.

6.5  NOTICE OF GENERAL MEMBERSHIP MEETINGS

Verbal or written notice of general membership meetings shall be given to each member by regular mail, electronic mail or telephone at least 72 hours (excluding Saturdays, Sundays, and Statutory Holidays) in advance of the meeting according to the contact information on the membership list, and shall state the date, time and location, as well as the general nature of the business to be transacted at it.

6.6  CHAIRPERSON

The president, or in his/her absence, the Vice President shall be the chairperson of any meetings of the Executive and meetings of members. If neither the President nor the Vice President is in attendance within fifteen minutes of the appointed start time, the members present and entitled to vote shall choose one of their members to be chairperson.

ARTICLE 7:  EXECUTIVE

7.1  NUMBER OF EXECUTIVE

The affairs of the club shall be managed by its Executive. It shall consist of no less than 4 executive officers, as follows: President, Vice President, Recording Secretary, and Treasurer. More positions may be added as the Executive so determines.

7.2  QUORUM

A quorum shall consist of no less than three executive officers.

7.3  RESOLUTION

At all meetings of the Executive every question shall be decided by consensus on the question.

7.4  RENUMERATION

The executive officers shall serve as such without remuneration. Nothing herein shall, however, preclude any executive officer from serving the club in any other capacity and receiving compensation therefore (see Articles 12.1 and 12.3).

7.5  ELIGIBILITY

No person shall qualify as an Executive officer unless he or she is 18 years of age or older and has been a member of the club in good standing for 1 (one) year prior to the time of the election.

7.6  NOMINATIONS

At the September meeting, nominations shall be accepted from those members present. Members may nominate themselves or another member. If, however a member nominates another member they must first have sought and received acceptance of the nomination of the member being nominated. Retiring Executive officers shall be eligible for possible re-election (see Article 7.8).

7.7  ELECTION OF EXECUTIVE

The whole of the Executive shall be elected at the September meeting. The election may be a show of hands unless a majority of voting members present at the September meeting decide to hold a closed ballot. The Executive will be installed at the September meeting following annual and committee reports (see Article 7.8)

7.8  TERMS OF OFFICE

All terms of office shall be for a two (2) year term from the first of September to August 31st. No one member shall be a member of the executive for more than three (3) consecutive terms after which he or she may not hold office for at least one (1) full year.

7.9  REMOVAL OF EXECUTIVE

Members present and eligible to vote may, by resolution passed by at least two-thirds of the votes cast thereon at a meeting called for the purpose, remove any member of the executive before the expiration date of the term of office and may, by majority vote at that meeting elect any member for the remainder of the term.

7.10  VACATION OF OFFICE

The office of the executive shall be vacated upon the occurrence of any of the following:

  1. If by notice in writing to the club, the member of the executive resigns and if such resignation is not effective immediately, it becomes effective in accordance with the terms of the resignation;.
  2. If an order is made declaring the member of the executive mentally incompetent or incapable of managing his or her affairs;
  3. If the member of the executive fails to attend three (3) consecutive meetings without any satisfactory explanation.
  4. If the member of the executive ceases to be qualified as provided in Article 7.5; or
  5. If the member of the executive has been removed from office by resolution as provided in Article 7.9.

ARTICLE 8:  RESPONSIBILITIES OF EXECUTIVE

8.1  PRESIDENT

The President shall:

  1. chair meetings of the Executive and membership meetings;
  2. be responsible for the management of the club subject to the authority of the Executive;
  3. ensure the club complies with all applicable Federal and Provincial laws and Regulations;
  4. if the Recording Secretary is absent from a meeting, appoint a temporary Recording Secretary;
  5. officially represent the Club and its views , to external groups and organizations;
  6. act as the official club contact person;
  7. act as membership chairperson in the event no other member undertakes such responsibilities, and;
  8. give notices to members and executive officers as required

8.2  VICE PRESIDENT

The Vice-President shall:

  1. During the temporary absence or disability of the President perform all duties and exercise all powers of the President

8.3  RECORDING SECRETARY

The Recording Secretary shall:

  1. attend and be the Secretary of all general membership and Executive meetings, and enter Minutes of all proceeding in books kept for that purpose;
  2. be the custodian of books, papers, records, documents and other instruments belonging to the club;
  3. receive a copy of the Minutes from the meetings of all committees for the information of the Executive and the membership; and;
  4. at the conclusion of each committee’s terms of reference receive all original minutes.

8.4  TREASURER

The Treasurer shall:

  1. keep full and accurate books of account in which shall be recorded all receipts and disbursements of the club;
  2. at the discretion of the Executive, control the deposit of money, the safekeeping of all securities and the disbursements of the club;
  3. receive the financial records of all committees at the conclusion of the committees’ terms of reference or at least one month prior to the annual audit, whichever comes first;
  4. audit the financial records of all committees;
  5. submit an annual fiscal statement and yearly budget to the Executive by the September meeting; and
  6. maintain an up-to-date mailing list of club members and interested parties.

8.5  VARIATION OF DUTIES

From time to time the Club President may add to, or limit the duties of any executive officer.

ARTICLE 9:  PROTECTION OF EXECUTIVE

9.1  LIMITATION OF LIABILITY

Every member of the executive or officer of the club, in exercising his or her duties, shall act honestly and in good faith with a view of the best interests of the club. He or she shall exercise the care, diligence and skill as a reasonably prudent person would exercise in comparable circumstances.

Subject to the foregoing, no member of the executive or officer shall be liable for:

  1. the acts, receipts, neglects or defaults of any other Executive officer or employee, or
  2. joining in any receipt or other act of conformity, or
  3. any loss, damage or expense happening to the club through the insufficiency or deficiency of any security in or upon which any of the monies of the club shall be invested, or
  4. any loss or damage arising from the bankruptcy, insolvency or tortious of any person with whom any of the monies, bylaw securities or effects of the club shall be deposited, or
  5. any loss occasioned by any error of judgement of oversight on his or her part, or
  6. any other loss damage or misfortune which shall happen in the execution of the duties of his or her office thereto.

9.2  INSURANCE

The club may, from time to time, purchase and maintain insurance for the benefit of any person referred to the Article 7.1, or any other Liability coverage.

ARTICLE 10:  MEETING OF THE EXECUTIVE

10.1  ANNUAL MEETING

The annual meeting of the Executive held in September of each year (see Article 6.2- following the Annual General Meeting) shall include both the newly elected Executive and the retiring Executive. At that time there shall be an orderly turning over of responsibilities, minute books, and accounting records, as well as a report on the club status and briefing on all committee operations.

10.2  FIRST MEETING OF EXECUTIVE

Provided that a quorum of the members of the Executive is present, each newly elected Executive may, without notice, hold its first meeting immediately following the annual meeting of members at which such Executive takes office.

10.3  OTHER EXECUTIVE MEETINGS

From time to time, Executive meetings may be held at the call of the Club President or any other two executive officers.

10.4  NOTICE OF EXECUTIVE MEETINGS

Notice of the time and place of every meeting shall be given to each executive officer not less than 72 hours (excluding Saturdays, Sundays, and Statutory Holidays) before the meeting is called.

ARTICLE 11:  COMMITTEES

11.1  FORMATION

The Executive may by resolution create one or more committees for projects to be undertaken by the Club.

11.2  REPORTING

All committees shall present terms of reference to the Club.

11.3 TERMS OF REFERENCE

The terms of reference shall include:

  1. the name of the committee;
  2. the purpose of the committee;
  3. a plan of how and when each outcome will be achieved;
  4. the names of the committee members
  5. the committee’s expected time limit (from____ to _____) if applicable;
  6. the source of funding and the amount.

11.4  COMMITTEE FINANCES

Any committee receiving revenue that has a surplus of funds upon termination of its terms of reference shall turn any surplus funds over to the treasurer of the club for deposit into the Club’s general funds.

Any committee projecting a deficit at any time must report such to the Executive and receive permission or denial to proceed or commit the club to any deficit.

A committee which will be receiving or expending funds will submit a budget for approval by the Executive.

ARTICLE 12:        CONTRACTS AND EMPLOYEES

12.1  CONTRACTS

The Executive shall approve the awarding of any contracts by the committee contracting. Contractors shall be accountable to the committee contracting. Payments for goods and services and contract termination shall be in keeping with the terms of the contract and in compliance with applicable law.

12.2  INTEREST OF EXECUTIVE IN CONTRACTS

  1. No Executive officer shall be disqualified by his or her office from contracting with the club;
  2. Nor shall any contract or arrangement entered into by or on behalf of the club with any Executive officer or in which any executive officer is interested, be liable to be avoided; and
  3. Nor shall any Executive officer contracting or being so interested, be liable to account to the club or any of its members or creditors for any profit realized from any such contract or arrangement by reason of such Executive officer holding that office or the fiduciary relationship thereby established.

12.3  DECLARATION OF INTEREST

It shall be the duty of every Executive officer of the club who is in anyway interested in (1) a contract or, (2) an arrangement or, (3) a proposed contract or, (4) a proposed arrangement, with the club, to declare such interest. In the event of a declaration of interest, the Executive officer so declaring shall not vote on any matters relating to such interest.

12.4  EMPLOYEES

The Executive shall approve the hiring of any employee by a committee. Employees shall be accountable to the committee hiring. Payment of wages and termination shall be in keeping with the terms of reference of each committee requiring employees, and in compliance with all applicable law.

ARTICLE 13:        CONDUCT OF BUSINESS

13.1  CLUB ADDRESS

All outside communication will be sent to the Secretary.

13.2  FINANCIAL YEAR

The financial year of the club shall be from the 1st of September to August 31st each year, or as amended from time to time.

13.3  EXECUTION OF INSTRUMENTS

Deeds, transfers, assignments, contracts, obligations, certificates and any other instruments shall be signed on behalf of the club by the Treasurer and any one of: President or Vice-President.

13.4  BANKING ARRANGEMENTS

The banking business of the club shall be transacted with banks or trust companies as may from time to time be designated by, or under authority of the Executive. Such banking business, or any part thereof, shall be transacted under such agreements, instructions and delegations of powers as the Executive may prescribe or authorize.

13.5  APPROVAL OF EXPENDITURES

The Treasurer shall use his or her discretion in approving day to day operational expenditures

(£ $200.00) of the club. The Executive shall approve all other expenditures.

13.6  AGENTS AND ATTORNEYS

The Executive may appoint agents or attorneys for the club with such powers as the Executive see fit.

13.7  AUDITORS

The membership shall, at the September meeting, appoint one or more auditors, none of whom are Executive members to conduct the annual audit.

ARTICLE 14:        AFFILIATION

The club shall pay affiliation fees to the organizations approved annually by the Executive or as by agreement.

ARTICLE 15:        CONSTITUTION AMENDMENTS

Thirty days’ notice of motion shall be given to the members prior to the introduction of any change or addition to the constitution. Any such change or addition must be carried by two-thirds majority vote of both the members present and eligible to vote and those that voted by proxy. On passage, any amendment shall take effect immediately or at the latest, on the first day of the following year.

ARTICLE 16:        MISCELLANEOUS

In the event of the dissolution of the club, all its remaining assets, after payment of liabilities, shall be distributed to a conservation minded organization as decided by two-thirds majority vote of members eligible to vote and present at the final meeting of the club.

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