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Constitution

THE NEWCASTLE VILLAGE AND DISTRICT HISTORICAL SOCIETY
(A not-for-profit organization)

As adopted at the Annual General Meeting of the Society on February 12, 2013 and amended at the Annual General Meeting of the Society on March 28, 2017.

ARTICLE I – NAME AND DEFINITIONS

The name of the organization shall be The Newcastle Village and District Historical Society.

“District” means the area defined by Lake Ontario on the south, the Darlington/Clarke town line on the west, Boundary Road on the north and the Hope/Clarke Boundary Road on the east.

“Meeting” means the Annual General Meeting of the Society or any special general meeting thereof.

“Member” means a member of the Society in good standing.

“Village” means the area commonly known as Newcastle Village located within the corporate boundaries of the Municipality of Clarington, Ontario.

“Board of Directors” shall be the body elected by the membership and charged with the responsibility for the affairs of the Society and for the stewardship of all of the materials possessed by the Society.

ARTICLE II -AIMS AND OBJECTS

The aims and objects of the Society shall be:

  1. To collect and preserve articles, pictures, documents and all other objects of historical significance to the District, as earlier defined, and to secure a suitable location within the district where such articles and other material can be maintained and displayed for the interest and benefit of the public.
  2. To promote public interest in the history of the District and to engage in further and continuing research thereof.

ARTICLE III – MEMBERSHIP

  1. Membership in the Society shall be open to all interested individuals, corporations, and other entities.
  2. There shall be three classes of membership, namely:
    Individual, Family, Corporate
  3. A member upon being admitted to the Society shall pay non-refundable annual dues in the amount established from time to time by the Society.
  4. The Society may grant honorary or lifetime membership to any such persons as it deems proper.
  5. Termination of membership shall be by request in writing by the member and/or upon the death of a member.

ARTICLE IV – DIRECTORS AND OFFICERS

  1. The affairs of the Society shall be conducted by the Board of Directors, elected by the membership at the Annual General Meeting. The Board shall be comprised of ten (10) members and the immediate Past President. Officers of the Board shall consist of: President, Vice President, Secretary and Treasurer.
  2. Vacancies:
    1. If during a term, the office of President, Vice-President, Secretary or Treasurer becomes vacant, the Board shall appoint one of its members or from the membership at large a person to complete the term so vacated.
    2. If during the term, the position of Director becomes vacant, the Board shall appoint from the membership at large a person to complete the term of office so vacated.

ARTICLE V – COMMITTEES

  1. The Board shall appoint Standing or Ad Hoc committees as required to conduct any specific business of the Society.
  2. The Board may fill any vacancy occurring on any committee.
  3. The President shall be an ex-officio member of all committees.
  4. The role and duties of the Curator shall reside in a committee of the Board. The committee shall be comprised of at least three (3) members of the Society, at least one (1) of which shall be a Director who will act as Chair of the committee.

The committee shall:

  1. Encourage members of the Society and the general public to contribute artifacts, books, articles, and any other historical materials to help enhance the Society’s information base.
  2. From time to time, evaluate the relevance of the Society’s materials to the stated Aims and Objects to ensure those materials represent a solid and appropriate content.
  3. Interface with other neighbouring or regional historical societies/museums to benefit from their methods of historical materials and data collection, display or other means of ensuring public interest and access.
  4. Care for and ensure the preservation of all historical materials possessed by the Society at the direction of the Board.
  5. Report to the Board through the Chair of the committee.

ARTICLE VI – DUTIES OF OFFICERS

  1. The President shall:
    1. Make all the necessary arrangements for the holding of Board of Directors’ meetings and Annual General Meetings and, as necessary, special meetings of the Society.
    2. Cause the Secretary to send out the necessary notices and agenda of such meetings to the Board and or the Membership as the circumstances warrant.
    3. Preside at all annual, special and Board meetings.
    4. Present an annual report of his/her stewardship at the Annual General Meeting.
    5. Vote only to break a tie vote.
  2. The Vice-President shall:
    1. In the absence of the President, or upon the President’s request, chair any meeting of the Board, the Annual General Meeting or any special meetings,
    2. Perform any other duties as may be assigned from time to time by the President.
  3. The Secretary shall:
    1. Attend and act as Secretary of the Board of Directors and of the Society.
    2. Maintain an official Minute Book and to record all proceedings of Board and Society meetings.
    3. Receive correspondence and report the contents to the President and as appropriate to the Board.
    4. Write letters, cards, etc. and other correspondence as may be directed by the Board to promote the interests of the Society.
    5. Prepare the requisite annual report to the Ontario Historical Society, retaining a copy thereof.
    6. Notify the membership in advance of Annual General and special meetings of the Society through external and/or internal media.
  4. The Treasurer shall:
    1. Keep full and accurate account of all receipts and disbursements of the Society in appropriate books of account.
    2. Deposit all monies in the name and to the credit of the Society in said bank(s) as may be approved by the Board.
    3. Disburse the funds of the Society under the direction of the Board, retaining proper vouchers to substantiate purchases.
    4. Present to the Board an account of all financial transactions, and to supply the Board with the financial position of the Society.
    5. Prepare financial statements for the year to be reviewed and presented to the Annual General Meeting.
    6. Attend all meetings of the Board.
    7. Perform such other related duties as may be determined by the Board.
  5. The terms of office shall be:
    1. For President, Vice-President and Secretary, a term of two (2) years, renewable once.
    2. For the Treasurer, a term of four (4) years, renewable once.
    3. No person may serve on the Board longer than eight (8) years.
    4. The membership may choose to extend a term one (1) year when circumstances warrant.
    5. After a one (1) year’s absence, a previous Board member may be re-elected to the Board.

ARTICLE VII – DUTIES OF DIRECTORS

  1. The Director shall:
    1. Nurture and enhance all historical materials possessed by the Society.
    2. Seek opportunities to increase the depth of knowledge and understanding of history related to the geographic boundaries established by the Society.
    3. Utilize all means to promote the ideals of the Society.
    4. Act as ambassadors in building the Society’s membership and profile.
    5. Serve on various committees of the Board of Directors.
    6. Attend all Board meetings as practical.

ARTICLE VIII – AUDIT AND FINANCE

  1. The fiscal year of the Society shall be from January 1 to December 31 in each year.
  2. The membership shall appoint an auditor to review the books of the Society annually and at such other times when required.
  3. Signing authority shall be held by the President, Vice-President and Treasurer with any two (2) signatures being required for a transaction.

ARTICLE IX – ANNUAL GENERAL MEETING

  1. The Annual Meeting of the Society shall be held in such place and at such time and on such day in each year as the Board may determine. The Annual General Meeting shall be held within three (3) months following the fiscal year end.
  2. Notice of the time, date and place of the Annual General Meeting shall be given to the membership electronically, by newspaper advertisement and or by inserting notice in the Newsletter at least two (2) weeks prior to the date of the meeting. If amendments to the constitution are required, thirty (30) days’ notice of the Annual Meeting and proposed changes is required.
  3. All motions properly put to the meeting shall be voted upon by members present and in good standing by a show of hands. A simple majority shall decide the question.
  4. In addition to other business that may be transacted, reports of the Board, the financial statements and the report of the Auditor shall be presented, a Board of Directors elected and an Auditor appointed for the ensuing year.
    1. All members in good standing attending the meeting shall be entitled to vote on any motion put before the meeting.
  5. Constitutional amendments shall require a vote of
two-thirds (2/3) of the meeting present, as defined in Article XII 1)b)

ARTICLE X – OTHER MEETINGS

  1. Meeting of the members:
    1. A special general meeting of the Society may be called.
    2. A special general meeting of the Society may be called by the Secretary upon receipt of a written request, for such a special meeting, from not less than thirty (30) members in good standing.
  2. Meetings of the Board:
    1. A meeting of the Board of Directors may be called by the President or, in the absence of the President, the Vice-President.
    2. A special meeting of the Board of Directors may be called by the Secretary upon receipt of a written request for such a meeting from not less than three (3) members of the Board.
    3. Not less than ten (10) days’ notice of a Board of Directors meeting shall be given to members of the Board. An agenda shall be made available to the Directors prior to or at the commencement of the meeting.
    4. Not less than six (6) meetings of the Board of Directors shall be held annually.

ARTICLE XI – QUORUM

  1. A quorum for any Annual General or special general
meeting of the Society may be decided by either of
the two (2) following methods:
    1. Where a simple majority of the membership is physically present at any such meeting then a quorum shall be deemed to exist, or
    2. At any such meeting of the Society where the members physically present include a quorum of the Board of Directors then, upon assurance of the Chair that proper notice under the Constitution for such a meeting was duly given and attendance of less than a simple majority of the membership is present, then, on a two-thirds (2/3) vote of all members present, the meeting may be declared properly called, and such members still have full power and authority to conduct the meeting.
  2. A quorum of the Board of Directors shall be a minimum of six (6) Directors.

ARTICLE XII – ELECTIONS

  1. Election of the Board of Directors of the Society shall be held at the Annual General Meeting.
  2. The Board shall appoint a member of the Board to Chair a nominating committee comprising of three (3) members of the Society, only one of whom may be a member of the current Board.
  3. The nominating committee shall place before the Annual General Meeting the names of such persons as have agreed to serve as Officers and Board members for the ensuing year.
  4. The Chair of the Annual General Meeting shall call for further nominations. Such nominees, if not present at the meeting, must have consented in writing to stand for election.
  5. Elections shall be held by secret ballot.

ARTICLE XIII – PARLIAMENTARY PROCEDURE

  1. “Robert’s Rules of Order, Revised” shall govern the Society in matters not covered by the Constitution.

ARTICLE XIV – AMENDMENTS

  1. The Constitution may be enacted, amended, varied or repealed at an Annual General Meeting or at a Special General Meeting convened for that purpose provided:
    1. Written notice of any motion to amend has been given to all members of the Society not less than thirty (30) days prior to the date of such meeting, and
    2. Upon such motion being duly made, seconded and put to a vote, not less than two-thirds (2/3) of the members present are in favour of the motion.