CONSTITUTION AND BYLAWS
OF THE
NEWFOUNDLAND HORTICULTURAL SOCIETY
1. The Officers of the Society shall be:
1. Honorary President,
2. President,
3. Vice-president,
4. Immediate Past-president,
5. Treasurer,
6. Recording Secretary, and
7. Corresponding Secretary.
No person may hold more than one office at a time.
2. The affairs of the Society shall be conducted by an Executive consisting of the Officers of the Society (with the exception of the
Honorary President) and 7 Directors.
3. The Officers shall be elected at the Annual Meeting of the Society and shall hold office until the end of the Annual Meeting when
they retire but may be eligible for re-election. A person must be 18 years of age or older in order to be eligible for election.
4. Directors shall be elected at the Annual meeting of the Society for a 2 year term. In even numbered years, 4 Directors shall retire at
the end of the Annual Meeting; in odd numbered years the remaining 3 Directors shall retire. A retiring Director may be eligible
for re-election.
5. The Vice-president shall preside at any Executive Meeting in the absence of the president. In the absence of the President and the
Vice-president, the Executive shall appoint a Chairman to preside at that meeting.
6. The Executive may appoint Special Committees from time to time. The president shall be an ex officio member of any such
committees.
7. The Annual Meeting of the Society shalt be held in November of each year for the purpose of:-
1. receiving the committees' reports on the work of the Society during the preceding year and a Financial Statement and Balance
Sheet signed by the Honorary Auditor,
2. the election of Officers and Directors, and
3. any other business which the President shall rule in order.
8. The Executive may convene an Extraordinary General Meeting of the Society at any time and shall do so within 4 weeks, upon
written receipt of a written request signed by 1O members of the Society. A written notice must be sent to all members not less
than 7 days before such meeting, setting forth the date, time, place and purpose of the meeting and no business other than that
mentioned in the notice shall be transacted.
9. The President, or in his absence, the Vice-president, or ln his absence, a member of the Executive shall preside at any meeting of
the Society.
10. The quorum for a meeting of the Society shall consist of 18 members who are age 18 or over, and the quorum for an Executive
meeting shall consist of 7 members, two of whom shall be Officers. In the event of an equality of votes the Chairman of any
meeting shall have a casting vote.
11. Voting shall be by show of hands unless the Chairman of the meeting shall direct that a ballot be taken. Voting shall be restricted to
members age 19 or over.
12. Membership shall be by payment of the current subscription. The annual subscription is to be determined by the Executive and
voted on at the Annual Meeting.
13. No person shall be entitled to vote at any meeting of the Society or to any other privilege of membership until that person's
subscription for the current year has been paid.
14. All subscriptions and other monies shall be passed to the Treasurer who shall be responsible for all the Society’s funds and for keeping accounts thereof. All sums received by him on the Society's behalf shall be paid into the Society's banking account and all cheques drawn on that account shall be signed by 2 of the following 3 Executive officers:
1. President,
2. Vice-president, and
3. Treasurer.
The funds of the Society shall be used solely for furthering the Society's objects and only in ways sanctioned by the Executive or by a General Meeting of the society.
15. An Honorary Auditor for the ensuing year shall be elected at every Annual Meeting and shalt be eligible for re-election. No officer or Director of the Society shalt be eligible to be an Auditor.
16. If the
1. President,
2. Vice-president,
3. Treasurer,
4. Recording Secretary,
5. Corresponding Secretary, or
6. Any Director
die, resign, or otherwise be temporarily unable to fulfil the duties of the office before the expiration of the relevant term of office, the Executive shall fill the vacancy by appointment for a temporary period of up to 3 months, at which time an election shall be held and the person so elected shall retire at the time the predecessor would have retired. Should a Director become an Officer, the vacancy on the Executive so caused shall be filled ln the manner outlined above. An Officer or Director who is absent without just cause from 3 consecutive Meetings of the Executive shall be deemed to have vacated the office on the decision of the Executive.
17. These By-laws may be amendable only at the Annual Meeting of the Society and only if notice of the proposed amendment(s), signed by the proposer and seconder, has been handed to the Recording Secretary not less than 21 days before the Annual Meeting and only if notice of the proposed amendment(s) has been sent to the members not less than 7 days before the meeting. All amendments to the By-laws shall be passed 2/3 of the voting members present.
SCHEDULE A
RESTRICIIONS ON ACTIVITIES OF: "the corporation"
THE NEWFOUNDLAND HORTICULTURAL SOCIETY
In accordance with The Corporations Act, S.N. 1986, c.12
and all Regulations made thereunder
The Corporation is established for the following purposes and shall restrict itself to such activities as in its opinion, directly or indirectly, furthers such purposes:
OBJECTS
To promote better gardening and related projects by:-
(a) holding meetings for lectures, discussions and demonstrations;
(b) holding horticultural shows and competitions;
(c) establishing a lending library of horticultural literature;
(d) exchange of plants, bulbs and seeds between members of the Society;
(e) the purchase and distribution to members only of garden supplies; and
(f) to publish and distribute documents, as a means of disseminating information about the subjects mentioned above or related matters;
(g) to hold meetings, lectures and exhibitions, and to develop and maintain a library in the interest of the conservation of natural resources;
(h) to encourage the organization of branches and other affiliated groups in sympathy with those stated aims;
(i) to borrow, or raise money in such manner as the Society shall think fit, and in particular by the issue of debentures, debenture stock, perpetual or otherwise, bonds, notes or other securities and to secure the repayment of any money borrowed, raised or owing, or the perdurance of the Society of any obligations or liability that it shall undertake or be part of the Society's property and assets, whether present or future;
(j) to purchase, take on lease, exchange, or otherwise acquire any lands, buildings, easements right of common property, real or personal, which may in the opinion of the Society be requisite for the purpose of or conveniently used in connection with any of the objects of the Society, and to sell, demise, mortgage, give in exchange for, or otherwise dispose of same;
(k) to hire and employ secretaries, clerks, managers, servants and workmen, and to pay them and other persons in return for services rendered to the Society, salaries, wages, gratuities and pensions;
(l) to take any gifts to assist in carrying out the purpose of the Society; incidental or conducive to the attainment of the above objects or any of them; and it is hereby declared that in the interpretation of this clause, or in event of ambiguity in the meaning of any of the Society objects by reason of the Juxtaposition of two or more objects or otherwise, this clause and such objects shalt be construed in such manner as to widen and not to restrict the powers of the Society.
PROVIDED THAT the Corporation
(a) shall not undertake any activities that would result in the revocation of its registration as a charity or as a public foundation for
purposes of The Income Tax Act.
(b) shall not permit its directors, trustees, officers or employees to be comprised so that a majority of the same are related or do not
deal at arm’s length;
(c) shall not make non-qualified investment as defined by Section 149 of The Income Tax Act.
SCHEDULE B
SUBJECT: NEWFOUNDIAND HORTICUTTURAL SOCIETY
Share Capital and Distribution of Corporate Property
(a) The Corporation has no authorized share capital.
(b) The Corporation is to be carried on without pecuniary gain to its members.
(c) Any profits or other accretions to the Corporation are to be used only in furthering its undertaking.
(d) upon the incorporation of the corporation each first director becomes a member thereof.
(e) Upon dissolution of the Corporation and after payment of all its debts and liabilities, all remaining property shall be distributed or
disposed of to organizations in the Province, the undertaking of which is charitable or beneficial to the community.
The foregoing four page document was approved by the Society in 1987, and deposited with The Registry of Companies (file 4670) as part of Articles of Continuance. This is a reprint from the Registry document.
Other legal/government requirements: Annual statement Change of Directors form as and when there is a change on the Executive, plus related fee. Registered civic address is that of current pres.; if there is a new Pres., the Registered Address is changed on a certain Form (with fee if change of municipality involved) {Registry of Companies)
William F. Matthews B.A., M.A., M.B.A.Treasurer and Honorary member 2003-4 April, 2004
Amendment to the Constitution & Bylaws (Feb 1st 2005)
2. The affairs of the Society should be conducted by an Executive consisting of the officers the Society, the Past-President and a
minimum of 5 and a maximum of 7 Directors.
4. Directors shall be elected at the annual Meeting of the Society for a two year term. In even numbered years a maximum of 4
Directors shall retire at the end of the Annual General meeting.; in odd years a maximum of 3 Directors shall retire. a retiring
member may be eligible for re-election.
Minutes of the of the Meeting of ‘The Avalon Gardener Books’ Group of the Newfoundland Horticultural Society
held at 2:20 p.m. on Wednesday the 9th of May 2007 35 Taylor Place, St John’s. Nfld.
Present: Ken Proudfoot; president of the N.H.S. and Author
Betty Hall; Illustrator, and a Director of the N.H.S.
Ian Senciall; Author and Editor.
Frank Rose; Treasurer of the N.H.S.
Joy Senciall; Record keeper of the 2 'Avalon Gardener' book sales.
Absent; William Matthews; Author, attendance declined.
1. The meeting was called to discuss the future use of the monies accumulated from the sale of 'The Avalon Gardener' Book and
'The Avalon Vegetable Garden’ Book.
2. The proceeds of the book sales shall be known as 'The Ava]on Gardener Book Fund.'
3. The wording of a clause to be put in the N.H.S. Constitution.
Schedule "C"
Subject: The Avalon Gardener Book Fund.
(a) Proceeds from the sale of "The Avalon Gardener” and “The Avalon Vegetable Garden”, shall be known as "The Avalon
Gardener Book Fund”.
(b) The monies shall be kept in separate NHS “Avalon Gardener" accounts. The financial records shall be kept separate by the
Auditor and the Treasurer's report at the Annual General meeting.
(c) Interest from “The Avalon Gardener Book fund" shall be available annually to encourage Community gardening projects, or to
promote other garden-related activities, subject to the approval of the current Newfoundland Horticultural Society Executive.
(d) Any change in the use of "The Avalon Gardener Book Fund', shall only be made at an Annual General Meeting of the Society
after approval by majority of the members in attendance. Members shall be notified of proposed changes at least seven days in
advance.