By-Law No. 4-06

Huronia Museum Constitution


 

By-Law No. 4-06

Huronia Museum

Business and Affairs

 

     1.  Preamble and Intent:

Whereas the Board of Directors of the Company incorporated as Huronia Museum desires to enact a By-Law relating to the transaction of the Business and Affairs of the Company, therefore be it enacted by the Directors as follows:

2.      Definitions:

2.1  “The Museum”

This shall be Huronia Museum and Huron Ouendat Village.

2.2  “Members”

This shall mean all those persons who have paid a membership fee for the current year or have been presented with a membership card in recognition of services rendered, whether for the current year or for life.

       3.  Head Office:

The Head Office of The Museum shall be at such a place in the Town of Midland, in the Province of Ontario, as the Directors of The Museum shall from time to time decide.

4.       Directors:

             4.1  “Numbers”

The affairs of The Museum shall be managed by a Board of up to nine elected Directors plus one (1) appointee from the Town of Midland who shall have voting rights.  A simple majority of duly elected Directors shall form a quorum.

4.2  “Qualifications”

A Director shall be a Member in good standing of The Museum.  Any Director appointed by the Board subsequent to the Annual General Meeting will be a Member in good standing of The Museum.  Museum employees are not eligible to become Directors.

4.3  “Election and Term”

A potential Director shall be nominated by another Member in good standing.  The Directors shall be elected by the Members present at each Annual General Meeting of The Museum.  Election must be done by paper ballot.  Directors shall serve a three (3) year term.  One-third (1/3) of the Directors will retire each year at the Annual General Meeting, but shall be eligible for re-election if otherwise qualified.

4.4  “Vacancies”

A Director may vacate his office at any time by written resignation and he shall automatically vacate his office if he fails or ceases to qualify under Subsection 4.2.  So long as a quorum of Directors, as defined in Subsection 4.1, remains in office, any vacancy occurring on the Board may be filled by appointment of the Board.

                   4.5  “Removal of Directors”

A Director may be removed from office at any time by a resolution passed by at least two-thirds (2/3) of the votes cast at a General Meeting of The Museum of which notice specifying the intention to pass such resolution has been given, and any qualified person may be elected in his stead for the remainder of his term by a majority of the votes cast at such Meeting.

4.6    “Meeting of Directors”

Directors’ Meetings may be convened by the Chairperson or by any two (2) Directors at any time and at any place on at least two (2) days’ notice communicated to each Director and such notice shall be given by the Secretary if so required by the person or persons convening the Meeting.

Without Notice:   Directors’ Meetings may also be held at any time and at any place without formal notice, if all the Directors are present and notice is waived, or if those absent as well as present waive notice and consent to the holding of the Meeting.  No notice shall be necessary for the first Meeting of the Board held after its election at an Annual General Meeting.

4.7   “Voting”

At Meetings of the Board, each Director present shall have one vote on every question and in case of an equality of votes, the Chairperson of the Meeting shall have a second or casting vote.

4.8   “Remuneration of Directors”

The Directors shall be paid such remuneration, if any, as the Board may from time to time determine.  Any remuneration so payable to a Director, who is also an Officer of The Museum or who is counsel or solicitor to The Museum or otherwise serves it in a professional capacity, shall be in addition to his salary as such Officer or to his professional fees as the case may be.

5.       Officers:

5.1   “Election or Appointment of Officers”

There shall be a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer or a Secretary-Treasurer, and such other Officers as the Board of Directors may from time to time determine.  The Chairperson and the Vice-Chairperson shall be elected from among the Directors at each first Meeting of the Board of Directors following its elections by the membership.  A vacancy in either office may be filled at any time in the same manner.  All other Officers shall be appointed from time to time by the Board of Directors and need not be Members of the Board.  One person may hold more than one office except the Offices of Chairperson and Vice-Chairperson.

5.2   “Terms”

The remuneration and other terms of employment of the Officers shall be fixed from time to time by the Board or by the Chairperson if so authorized by the Board, but in the absence of express agreement with the Company, the employment of all Officers shall be during the pleasure of the Board.

5.3  “Chairperson”

The Chairperson shall be the chief executive officer of The Museum.  He shall, if present, preside at the Meetings of The Museum and the Board of Directors; he shall sign all instruments which require his signature and perform all duties incident to the office.  He shall see that all orders and resolutions of the Board are carried out; he shall sign all deeds or other formal documents; and shall perform all other duties as are usually incident to the office of Chairperson of The Museum or are required by the Directors; he shall sign all cheques, drafts, notes and others for the payment of money.

5.4  “Vice-Chairperson”

The Vice-Chairperson shall be vested with all the powers and shall perform all the duties of the Chairperson in the absence or disability or refusal to act of the Chairperson.  He shall also have such other powers and duties, if any, as may from time to time be assigned by the Board.

5.5  “Secretary”

The Secretary shall have charge of the Minute Books of The Museum and shall record in such books the minutes of all Meetings of Directors and Members, and of such other proceedings as the Board may direct.  He shall sign with the Chairperson or other signing Officer or Officers of The Museum such instruments as required.

5.6  “Treasurer”

The Treasurer shall have the care of all the funds and securities of The Museum and shall have them deposited in the name of The Museum in such bank or banks or with such depositary or depositaries as the Board of Directors may direct.

6.      Protection of Directors and Officers:

No Director or Officer of The Museum shall be liable for the acts, receipts, neglect or default of any other Director or Officer, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the moneys, securities or effects of The Museum shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own dishonesty.

7.      Indemnity of Directors and Officers:

Every Director or Officer of The Museum and his heirs, executors and administrators, and estate and effects, respectively shall from time to time and at all times, be indemnified and saved harmless out of the funds of The Museum, and/or Directors’ Liability Insurance from and against:

a)         All costs, charges and expenses whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him in or about the execution of the duties of his office;

b)         All other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

8.      Members:

The Directors of The Museum shall fix and determine from time to time the fees and qualifications for membership and the Secretary shall maintain a Register of Members in good standing.

9.      Meetings of Members:

                     9.1  “Annual Meetings”

The Annual Meeting of the Members shall be held at The Museum or elsewhere in Midland on such a day in each year as the Board of Directors or the Chairperson will determine.

9.2   “Special Meetings”

Other general Meetings of the Members may be convened by order of a majority of the Board of Directors at any time at The Museum or any other place in Midland.

9.3   “Notice”

Notice of the time and place of any Annual or Special Meeting and the general nature of the business to be transacted shall be transmitted to each Member entitled to vote at the Meeting at least ten (10) days before the date of the Meeting.

9.4   “Voting”

At all Meetings at which a Member is entitled to vote, every Member present shall have one vote on a show of hands, with the exception of the election of Directors which shall be by paper ballot.  At the time of the election, the Chairperson shall turn control of the meeting over to his designate.  The designate shall then accept the resignation of those Directors whose term has expired and call for nominations from the floor.  A scrutineer shall be appointed by the Chairperson to monitor the election of Directors.  The scrutineer shall also be responsible for destroying the ballots at the close of the Meeting.

9.5   “Quorum”

A quorum for any Meeting of Members shall consist of at least seven (7) Members.

9.6  “Adjournment”

The Chairperson may, with the consent of any Meeting of Members, adjourn the same from time to time and no notice of such adjournment need be given to the Members.  Any business may be brought before or dealt with at any adjournment Meeting which might have been brought before or dealt with at the original Meeting in accordance with the notice calling the same.

        10.   Fiscal Year:

The fiscal year of The Museum shall be calendar year and shall terminate on the 31st day of December in each year.

          11.   Passage of this By-Law shall render invalid By-Law No. 3-91 passed Sept. 12, 1991, and shall render any other previous By-Law regarding Business and Affairs of The Museum invalid.