About Stittsville Goulbourn Horticultural Society

Article – I Name 

The name of the organization shall be the Stittsville Goulbourn Horticultural Society,  henceforth referred to as “the Society”. 

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Article II – Authority 

The Society is organized under the authority of the Agricultural and Horticultural  Organizations Act of the Province of Ontario, and all articles of the constitution shall be read to conform to the Act. 

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Article III – Objects 

The objects of the Society are to encourage interest and improvement in horticulture by: 

(a) holding meetings for the instruction and discussion on subjects connected with the  theory and practice of horticulture; 

(b) being involved in the improvement of private and public grounds, including  highways and streets, by planting of trees, shrubs and flowers, and by otherwise  promoting outdoor art, public beautification, balcony gardening, therapeutic use  of horticulture, community gardens, and plot gardening; 

(c) interesting youth and others in the study of horticulture by the holding of  meetings, field trips, contests and competitions and by such other means as the  society considers proper; 

(d) holding of exhibitions and awarding premiums for the production of vegetables,  plants, flowers, fruits, trees and shrubs; 

(e) the distribution of seeds, plants, bulbs, flowers, trees, and shrubs in ways  calculated to create an interest in horticulture; 

(f) promoting the protection of the environment with the appropriate horticultural  projects; and 

(g) promoting the circulation of horticultural information through all available media including periodicals and provision of books for libraries. 

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Article IV – Membership 

(1) Any person or family may join the Society by paying the annual fee set out in a  by-law of the Society but no person under the age of eighteen years is eligible to vote at meetings of the  

(2) A partnership or incorporated company or an association directed towards horticultural interests may become a member of the Society upon payment of the current membership fee, but in every such case, the partnership, company or association shall delegate one person to exercise the privilege of membership in the Society. 

(3) The annual membership fee shall be such sum as may be determined by the Board of Directors from time to time, not being less than $1.00. Such fee shall become due and payable on the first day of October in each year. 

(4) The annual membership is valid from 1st of January until the 31st of December of the next year. A two-month “grace” period may be given to Society members to pay for their annual membership. 

(5) New memberships paid in or after September until year-end will be extended through to the following calendar year. 

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Article V – Board of Directors 

(1) There shall be a Board of Directors of the Society composed of a president, first vice-president, and a second vice-president, who shall hold office until the next annual meeting, and then the directors, of whom five shall hold office until the next annual meeting, and five shall hold office until the next following annual meeting. Where there is an immediate past president of the Society, they shall be ex-officio a member of the Board. In the absence of a past president the Board of  Directors may nominate a Society member to assume the duties of the past president. 

(2) The Board, from among themselves, shall appoint a secretary and a treasurer, or a  secretary-treasurer, who shall remain in the office during pleasure. The secretary or secretary-treasurer shall be a member of every committee that is appointed by the Board. 

(3) A meeting of the Board shall be called by the Secretary upon the direction of the  President or any three members of the Board by sending notice thereof to all the members of the Board at least three days before the time fixed for the meeting;  but a meeting of the Board may be held immediately following an annual, regular,  or special meeting of the Society without notice. 

(4) Subject to the provisions of this Constitution, the Board shall have the management of all affairs of the Society and shall have the power to enter into contracts in the name of the Society in accordance with the policies and practices approved by the membership. 

(5) One-third of the members of the Board shall constitute a quorum. 

(6) Questions arising at any meeting of the Board shall be decided by the majority of the votes. In case of an equality of votes, the President shall have a casting vote in the addition to their original vote. 

(7) If a vacancy occurs in the Board by any reason of the death or resignation of any  Director or otherwise, the remaining members of the Board may appoint any member of the Society to fill the vacancy. 

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Article VI – Officers and Their Duties 

(1) The officers of the Society shall be the President, Vice-Presidents, the Secretary,  and the Treasurer. 

(2) The President shall chair all meetings of the Society and of the Board of Directors.  The President shall decide all questions of order and advance the interests of the  Society and be a member of all committees. They shall also have such other powers and duties as may from time to time be assigned to them by the Board. 

(3) During the absence of the President, their duties and powers shall be vested in the first Vice-President and the second Vice-President in the order named, and they shall also have such other powers and duties as may from time to time be assigned to them by the Board. 

(4) The Secretary shall: 

(a) attend all meetings of the Board and of the Society and record and keep true  minutes thereof; 

(b) conduct the correspondence of the Society; 

(c) keep a record of: 

i. all business transactions of the Society, 

ii. all resolutions passed by the Society, 

iii. all amendments to the Constitution of the Society, 

iv. a list of the members of the Society and their addresses, 

v. a list of the names and addresses of members to whom prizes have been  awarded, 

vi. all reports of committees that may be appointed by the Society, and vii. all annual statements and financial auditors’ reports. 

(1) The Treasurer shall:

(a) receive all monies paid to the Society and deposit them to the credit of the Society  in a chartered bank, as the Board may by resolution direct; 

(b) keep the securities of the Society in safe custody; 

(c) keep or cause to be kept proper books of account and make or cause to be made  entries therein of all receipts and expenditures of the Society; 

(d) prepare the annual financial statement of the Society; and 

(e) prepare reports showing the financial position of the Society, as the Board may from time to time direct. 

(1) The Past President shall: 

(a) chair the Nomination Committee and the election of the officers of the Society;  and 

(b) chair the Awards Committee of the Society and should be mindful of the opportunity to make awards and to be open to suggestions for awards to deserving members made by any member of the Society for evaluation.  

(c) be responsible for recruiting new members to the Society and soliciting for members to the Board of Directors.

 

Article VII – Meetings of the Society 

(1) Annual Meeting 

(a) The annual meeting of the Society shall be held in the month of November of each year or at such time and place as the Board may determine. At least one week’s notice of the Annual Meeting shall be given by the publication of a notice of the meeting in a newspaper having a general circulation in the Municipality of  Goulbourn, by emailing the membership or mailing a notice of the meeting to each member of the Society at the address furnished to the Secretary. 

(b) Ten members present shall constitute a quorum at the Annual Meeting.

(c) At every Annual Meeting: 

(i) The Board shall present a report of the activities and accomplishments of the  Society since the last Annual Meeting and a detailed statement of the receipts  and expenditures for the previous fiscal year and a statement of the assets and  liabilities of the Society, certified by the Auditors; 

(ii) The Directors shall be elected; and 

(iii) Two Auditors shall be elected to hold office until the next Annual Meeting.

(2) General Meetings 

(a) Regular meetings of the Society shall be held monthly at such time and place as  the Board may determine; and 

(b) Ten members present shall constitute a quorum at a general meeting.

(3) Voting 

At all meetings of the members each member of the Society shall be entitled to one vote and every question shall be decided by a majority of the votes of the members present. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any member. In case of an equality of votes whether upon a show of hands or at a poll, the Chair shall have a casting vote in addition to their original vote. 

(4) Indemnification of Directors and Officers 

Every Director and Officer of the Society and their heirs, executors and administrators respectively shall from time to time, and at all times, be indemnified and  saved harmless out of the funds of the Society only from and against: 

a) all costs, charges and expenses whatsoever such Director or Officer sustains or incurs in or about any action, suit or proceeding that is brought,  commences or prosecuted against them for or in respect of any deed, act,  matter or thing whatsoever made, done or committed by them, in or about  the execution of the duties of their office; 

b) all other costs, charges and expenses they sustain or incur in or about or in relation to the affairs of the Society; except such costs, charges and expenses as are occasioned by their own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Society. The Society may provide insurance to cover this liability of the Society. 

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Article VIII – Finances 

(1) The fiscal year of the Society shall be from the 1st day of October to the 30th day of September.

(2) All cheques, or other orders for the payment of money issued by the Society shall be signed by such officer or officers of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors, and any one of such officers may alone endorse notes and cheques for deposit with the  Society’s bankers for the credit of the Society. 

(3) The financial records of the Society for each fiscal year shall be audited by the  Auditors elected at the Annual Meeting. 

(4) The limit of expenditure that may be authorized by the Board is $200.00. Any expenditure beyond this amount must be authorized by the membership at a  general meeting. 

(5) All cheques, or other orders for payment of money issued by the Society in excess of $200.00 requires the signature of two designated officers of the Society appointed by the Board of Directors. 

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Article IX – Owning Land and Borrowing Money 

(1) The Society, as a body corporate created by the Horticultural Societies Act, may: 

(a) Purchase, lease, or otherwise acquire, alienate, sell or otherwise dispose of lands,  buildings or other property, movable or immovable, real or personal, or any right  or interest therein, for such consideration and upon such terms and conditions as  may be deemed advisable; and 

(b) Borrow money, charge, and mortgage, hypothecate or pledge all or any of its real or personal property to secure any money borrowed or other debt, or other obligation or liability of the Society. 

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Article X – Execution of Instruments 

(1) All deeds, transfers, contracts, engagements and other instruments entered into on behalf of the Society shall be signed by the President or Vice-President or such other Directors as may be designated by the Board of Directors, and by the  Secretary. 

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Article XI – Committees 

(1) The Board of Directors or the Society in the general meeting, may from time to  time appoint such committees, whether standing or ad hoc, consisting of such  numbers of the members as it deems necessary, for the purpose of dealing with 

any matter within the scope of the objects of the Society or this Constitution, and appoint a chair, and determine the terms of reference, of such committees.   

(2) The Chair of every committee so appointed shall furnish to the Board or Society,  as the case may be, a report of the deliberations and the decisions of the committee for ratification or otherwise by the Board or Society. 

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Article XII – Amendment of the Constitution 

(1) The Board of Directors may amend or repeal any Article of this Constitution or add further articles thereto, provided that any such amendment, repeal or addition is confirmed at an annual meeting or a general meeting of the Society, or a special meeting of which at least one week’s notice has been given in the manner provided in Article VII (1) (a). 

(2) All regulations as set forth in the Horticultural Societies Act or as may be revised or amended from time to time shall become part of this Constitution.