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ARTICLE 1: Name
1. The organization shall be called Ontario Highland Cattle Association,
hereinafter referred to as the "the Association"
ARTICLE 2: Purpose
1. The purpose of the Association is to advance the heritage, breeding,
raising, showing,pageantry and marketing of Highland cattle in the
province of Ontario.
2. To achieve its stated purpose, the Association shall engage in
the following activities:
a) to better organize and advance the interests of their breeders
and owners;
b) to promote Highland cattle through the sponsorship of educational
meetings, field days, exhibitions, advertising, consignment sales
and any other endeavour which, in the opinion of the Board of Directors,
is in the best interests of the Association, its members and the
breed;
c) to cooperate with The Canadian Highland Cattle Society in the
development of the breed of Highland cattle and to cooperate with
the regional and district associations within the province.
d) to collaborate with any other provincial Highland Cattle Associations
3. The Association may also engage in the following activities:
a) any other activities relevant to the purpose of the Association;
b) to receive, hold, and use all money and other assets subscribed
to it or acquired in any other way.
4. Constitutional Limitations
a) The Association shall not constitute a branch of the Society,
b) The Act of the Association shall be binding on the Society, without
prior resolution of the Board of Directors of the Society, nor in
default thereof, by that of a general meeting of members of the
Society.
c) No act or activity of the Association shall conflict with the
Society constitution, the business, the affairs or the activities
of the Society, or with the Act.
d) The Board of Directors of the Society may, by resolution, withdraw
recognition of the Association in the event of the infringement
of the provisions of the preceding clause
c) and therupon, the Association shall cease to exist.
ARTICLE 3: Affiliation
1. The Association may seek affiliation with other organizations
that have similar purposes
ARTICLE 4: Membership
1. Full membership in the Association is open to all persons, companies
or institutions who express an interest in pursuing the purposes
of the Association and pay the annual dues as set by the Executive
Committee as stated in Article 2.
2. Eligibility to vote: Membership in the Society is not a condition
of membership in the Association, provided that only members of
the Association who are members of the Society, may vote at meetings
of the Association.
3. Forfeiture: If the number of members of the Association, who
are eligible voting members of the Society, falls and remains below
eight for more than twelve months, the Association shall automatically
cease to be recognized by the Society and shall cease to exist.
4. Junior membership in the Association is open to all persons under
the age of twenty as of the first day of January, who have paid
the prescribed dues as set by the Executive Committee as stated
in Article 2. Juniors shall not be entitled to hold office, vote,
move, or second motions, or sign petitions, but may speak to or
debate motions at any general meeting of the Association.
ARTICLE 5: Officers
1. The Association shall be governed by six elected directors, who
are members of the Society, who shall be elected for staggered two
year terms, three elected each year. Directors shall elect from
amongst themselves, a President and Vice President. The directors
shall appoint a Secretary-Treasurer.
2. The President is responsible for the overall supervision and
administration of the affairs of the Association and ensures that
all policies and actions approved by the general membership or by
the Executive Committee are properly implemented. The President
presides at general meetings of the Association and also chairs
meetings of the Executive Committee.
3. The Vice-President fulfills the duties of the President when
that person is temporarily absent or otherwise unable to perform
the duties of the office. The Vice-President also performs specific
duties assigned by the President, the Executive Committee, or the
general membership.
4. The Past-President is available to undertake any special duties
assigned by the President or requested by the Executive Committee
or the general membership.
5. The Secretary-Treasurer is responsible for general correspondence
and for internal communication within the Association. The Secretary-Treasurer
issues notices and adgenda, and prepares, maintains, and distributes
minutes for meetings of the general membership and of the Executive
Committee. The Secretary-Treasurer also maintains an up-to-date
list of members in each of the various categories. These lists shall
include a record of the dues paid by members in order to establish
those in good standing. The Secretary-Treasurer is responsible for
the care and custody of the funds and other financial assets of
the incurred by the Association. The Secretary-Treasurer maintains
books of the accounts which shall be made available for inspection
by members at any reasonable time on request. At each Annual General
Meeting the Secretary-Treasurer shall present an audited account
of the finances of the Association and a budget for the following
fiscal year, which shall include any consequent recommendations
for changes in the annual dues paid by members. The Secretary-Treasurer
is responsible to transmit without delay a copy of the minutes of
all meetings of the members, the directors and committees of the
Association to the Secretary-Manager, to note and deposit in the
archives of the Society. A list of members and their qualifications
and a copy of the publications of the Association shall be similarly
transmitted on a current basis and so noted and deposited.
ARTICLE 6: Executive Committee
1. The Executive Committee shall be composed of the President, Vice-President
and Secretary-Treasurer.
2. The Executive Committee shall take the initiative in preparing
policies and actions for consideration and possible action by the
general membership. The committee is also responsible for the implementation
of all resolutions passed at the general meetings for the membership
and for the management of the affairs of the Association between
general meetings.
3. Meetings of the Executive Committee are called by the President,
who is also responsible for the preparation of the agenda. The Executive
Committee shall also meet at the request of at least a majority
of its members.
4. A quorum, of the Executive Committee shall be a majority of its
eligible voting members.
ARTICLE 7: General Meetings
1. The general membership shall retain all powers of the Association
except those delegated in this Constitution to the Executive Committee.
2. The President may call an ordinary general meeting at any time
by giving at least 30 days notice of the time and place, and by
sending agenda to the members at least 14 days before the scheduled
date of the meeting.
3. The Annual General meeting shall be held in the month of November
each year.
4. The Executive Committee may call a special general meeting by
giving at least 30 days notice of the time and place of the meeting
and of the specific items to be considered. No additional items
may be added to the agenda for a special general meeting.
5. The Secretary-Treasurer shall call a special general meeting
within 30 days of receiving a written petition signed by at least
10 full members and stating the purpose of this meeting.
6. The general meeting may from time to time appoint a member to
serve in the role of a) Monitor, to assist the chair with the timing
of the agenda b) Recorder, to assist the chair with the organization,
presentation, and recording of ideas
7. A quorum of all general meetings shall be 7 full members.
ARTICLE 8: Elections
1. The Election of the directors shall take place by written vote
at the Annual General Meeting.
2. Only full members of the Society are eligible to serve as officers
of the Association.
3. Casual vacancies that occur during the year shall be filled by
appointment of the Executive Committee.
ARTICLE 9: Committees
1. Committees shall be established as required to facilitate the
achievement of the purposes of the Association.
2. Terms of reference for standing committees shall be prepared
and amended as required by the Executive Committee.
ARTICLE 10: Finances
1. The financial year of the Association shall be from 1 August
to 31 July.
2. Cheques to disburse the funds of the Association shall bear the
signature of any one member of the Executive Committee and Secretary-Treasurer.
3. The financial records of the Association shall be audited by
a qualified accountant or by at least two members of the Association
appointed for such a purpose at a general meeting of the Association.
4. No officer or member of a committee other than the Secretary-Treasurer
shall receive any remuneration for duties performed on behalf of
the Association, but those persons may performing these duties.
ARTICLE 11: Rules of Order
1. "Procedures for Meetings and Organizations: by M.K.Kerr and H.W.King,
Carswell Legal Publications, Toronto, 1984 or later editions, shall
govern the Association in all procedural matters not contained in
this Constitution.
ARTICLE 12: Amendments
1. This Constitution may be amended by approval of a motion by a
two-thirds majority of votes at a general meeting, provided that
at least 30 days notice is given for such a motion. Approved by
the Association at a general meeting held on 11 November/1993
From the MINUTES of the Ontario Highland Cattle Association
Annual General Meeting of April 11 1999
Moved by Michael Carty, seconded by Ron Scott that:
1) Application for Membership The Association reserves the
right to refuse an application for membership for cause, by resolution
of the Board of Directors ratified at the next annual general meeting
of members.
Motion carried.
Moved by Michael Carty, seconded by Ron Scott that:
2) The membership year of the Association corresponds with the calendar
year. Motion carried. Moved by Michael Carty, seconded by Mona Harrison
that non-resident members adopt the same rights as with the Canadian
highland Cattle Society Constitution. (Canadian Highland Cattle
Society, Bylaw No. 1 and Regulations, Part 1 1993 Page 5):
3) Non-Resident Members Non-Resident Annual Members are
those individuals, partnerships and firms resident outside Canada,
and those corporations incorporated or resident outside Canada,
who have complied with the relevant provisions of the constitution.
Non-Resident Annual Members are entitled to receive publicatons
of the Association and to attend meetings of members, but may not
hold office, move or second motions, vote, or be party to petitions.
Motion carried.
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