CORPORATIONS ACT PART XXI
BY LAW No. 1
TRINITY HISTORICAL SOCIETY (“THS” or the “Society”)
Amended and Adopted at the Annual General Meeting – January 23, 2023
1.1 Definitions. In this By-Law, unless the context otherwise specifies or requires:
(a) “Act” means the Corporations Act, RSNL 1990, c. C-36, as amended, and every statute that may be substituted therefore and, in the case of such substitution, any references in the By-Law of THS to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes;
(b) “Board of Directors” or “Directors” means the elected Directors of THS who have not resigned in accordance with this By-Law;
(c) “By-Law” means any By-Law of THS from time to time in force and effect;
(d) “Member” means the Members approved by the Board of Directors from time to time, including:
(i) an individual whose membership in THS is in good standing and will support the objectives of THS;
1.2 Interpretation. In this By-Law and in all other By-Laws of THS hereafter passed unless the context otherwise requires: (a) all terms contained herein and which are defined in the Act shall have the meanings given to such terms in the Act, and (b) words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
2.1 Corporate Seal. The seal, if required, shall be in the form approved from time to time by the Board of Directors.
2.2 Head Office. For the purposes of the Act only and until changed in accordance with the Act, the Head Office of THS shall be in Trinity, Trinity Bay, in the Province of Newfoundland and Labrador.
2.3 Financial Year. Unless otherwise ordered by the Board of Directors, the fiscal year end of THS shall be 31 December.
2.4 Financial Review. Unless the Members resolve otherwise, the Members shall, at each Annual General Meeting, appoint a Public Accountant in accordance with the Canada Not-For-Profit Corporations Act 2009, to review the accounts and annual financial statements of THS for report to the Members at the next Annual General Meeting.
2.5 Books and Records. The Board of Directors shall ensure that all necessary books and records of THS required by the By-Laws of THS or by any applicable statute or law are regularly and properly kept.
2.6 Wind-up or Dissolution. In the event of the dissolution or winding-up of THS, all of its remaining assets after the payment of its liabilities shall be used for the benefit of carrying on or promoting the objects of the organization as set out in this By-Law. Specific distribution of the remaining assets of THS shall be made to one or more not-for-profit corporations or entities having similar objects, at the discretion of the Board of Directors after consulting the Members. Notwithstanding the foregoing, material held by THS pursuant to agreements with donors will be dealt with in accordance with such agreements.
2.7 Administration of Funds. THS, or its authorized delegate, shall receive funds and distribute them in accordance with the decisions of the Board of Directors and this By-Law.
3.1 Entitlement. Membership in THS shall be available to individuals who have a continuing commitment to furthering the objectives and participation in the activities of THS, including its administration and program delivery, and whose application for admission as a Member has been approved by the Board of Directors. The Board of Directors may also adopt membership rules providing, among other things, for the admission of Members, membership fees and the benefits and privileges accorded to each class of membership.
3.2 Membership Classes. Members of THS shall be divided into voting members and non-voting members in accordance with this By-Law.
3.2.1 Regular Members. Regular Members are voting Members and shall have access to all services offered by THS and are entitled to serve on the Board of Directors or on any of its committees.
3.2.2 Affiliate Members. Affiliate Members are non -voting Members representing organizations (incorporated or unincorporated) or other individuals who are not full-time members, wishing to be affiliated with THS and shall have access to certain services offered by THS, as specified by the Directors from time to time.
3.2.3 Honourary Members. Honourary Members are non-voting Members, nominated by a voting Member, and who shall have access to all services offered by THS.
3.3 Application for Membership.
(a) Application. Applicants may seek membership in THS by making application in accordance with directions and procedures established by the Board of Directors or a Committee appointed by it.
(b) Approval. The Board of Directors or a Committee appointed by it, shall review applications for membership. Approval if given will be at the discretion of the Board.
(a) Voluntary Withdrawal. A Member may withdraw from THS at any time by giving written notice.
(b) Involuntary Withdrawal. A Member may be required to withdraw from THS on the decision of the Board of Directors based on at least a two-thirds majority vote, for failing to comply with policies of THS.
3.5 Membership Obligations. Membership fees are due at the start of each fiscal year and if not paid within three (3) calendar months, the Member in default will be notified in writing and given 30 days to pay outstanding membership fees. If the membership fee is not paid within three (3) months +30 days of the start of the fiscal year, despite notice of fees being due at the start of the fiscal year and a written reminder after three (3) months, the member in default will cease to be a member of THS. Individuals may reapply for membership.
4.1 Time and Place of Meetings. An Annual General Meeting of the Members shall be held once a year in Trinity, Trinity Bay, NL. The date of the Annual General Meeting shall be determined by the Board. Such meetings may be held by teleconference or video conference, provided all participants can be heard. At every Annual General Meeting, in addition to any other business that may be transacted, the report of the Board of Directors, and the financial statements shall be presented, and the Directors shall be elected, if necessary. At the Annual General Meeting, the Members may consider and transact any business, either special or general, for which prior notice has been given or for which a majority of Members present has approved at the Annual General Meeting.
4.2 Special Meetings. Other meetings of the Members may be convened by order of the President of the Board or by the Board of Directors at any date and time in Trinity, Trinity Bay, NL. The Board of Directors shall call a Special General Meeting of the Members on written requisition of not less than 25% of the Members.
(a) Notice of any Annual General Meeting or Special Meeting shall be provided to Members of the Society by mail or electronic means such as e-mail or facsimile at least thirty (30) days before the meeting.
(b) Notice of any meeting where special business shall be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken.
(c) The General manager, or any other person designated by the Board for this task, shall distribute to all Regular Members in good standing, a nomination form for the election of Directors to the Board. In accordance with common and accepted practice, this form shall be made available not fewer than 20 days prior to the Notice of Meeting specified above (Art. 4.3 a). Nominations shall close 15 days after the date of distribution of the call for nominations. Nominations can also be accepted from the floor at the time of the Annual General Meeting.
4.4 Waiver of Notice. A Member entitled to attend a meeting may in any manner waive Notice of a meeting. Attendance of any such person at a meeting of the Members shall constitute a waiver of notice of the meeting.
4.5 Error or Omission in Giving Notice. No error or omission in giving Notice of any Annual or Special General Meeting or any adjourned meeting of the Members shall invalidate any resolution passed on any proceeding taken at any meeting of the Members.
4.6 Quorum. No business shall be transacted at any Annual or Special General Meeting of the Society unless at least one half of the Directors plus 10 additional voting Members are present in person, teleconference or by video conference at the commencement of such business.
4.7 Chair of the Meeting. In the event that the President of the Board is absent, the Vice-President shall act as Chair of the Meeting, and in the event that both the President and the Vice President of the Board are absent, the Members who are present shall choose another Director as Chair of the meeting.
4.8 Adjournment. The Chair of any meeting of the Members may with the consent of the Members at the meeting adjourn to a fixed time and place and no notice of such adjournment need be given to the Members. Only the unresolved business may be brought or dealt with at any subsequent meeting, which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
BOARD OF DIRECTORS
5.1 Duties and Number. The property and business of the THS shall be managed by a Board of Directors that shall reflect representation from voting Members. The Board shall be composed of seven (7) individuals with a right to cast votes. A quorum shall be constituted by a majority of Directors in person, teleconference or video conference
5.2 Composition. Directors must be members in good standing, who have reached their 18th birthday and who have power under law to contract.
5.3 Term of Directors and Initial Election of Directors.
5.3.1 Members of the Board of Directors shall be elected for a term of two (2) years.
5.3.2 Members of the Board of Directors shall be eligible for re-election provided that no Director shall serve more than eight (8) years consecutively. Notwithstanding the limit of eight (8) years, they may be eligible for election provided they have been out of office for a minimum period of one (1) year.
5.3.3 The election of Directors shall be staggered so as to elect three (3) one year and four (4) the following year.
(a) The names of nominees for election to the Board of Directors received by the General Manager or other person so designated by the Board (see Art. 4.3) shall be distributed with Notice of the Meeting. Nominations may also be received from the floor of the meeting and added to such list.
(b) All Regular Members in good standing and registered as present for the meeting shall be eligible to vote. Voting shall be by secret ballot. Once voting is satisfactory concluded, the Chair shall solicit a motion to destroy the ballots.
Where circumstances deem a secret ballot to be impractical, the Members may agree, by majority vote of those present, to the most suitable alternative.
5.5 Remuneration for Directors. The Board of Directors shall serve as such without remuneration, provided that a Director may be paid reasonable expenses incurred by her/him in the performance of her/his duties. Nothing herein contained shall be construed to preclude any Director from serving THS as an Officer or in any other capacity and receiving compensation therefore.
5.6 Place and Notice of Meetings. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that ten (10) days’ written Notice of such meeting shall be given to each Director. There shall be not less than three (3) meetings per year of the Board of Directors, this is in addition to the Annual General Meeting.
Each Director is authorized to exercise one (1) vote. Questions arising at any meetings of the Board of Directors shall be decided by a majority of votes. The President or acting Chair of the meeting in the President's absence shall have no vote except in the case of a tie, the President or acting Chair shall then vote.
5.7 Quorum. A majority of the Board of Directors shall form a quorum for the transaction of business and, notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of the Board of Directors.
5.8 Chair of the Meeting. In the event that the President of the Board is absent, the Vice-President shall act as Chair of the Meeting, and in the event that both the President and the Vice-President of the Board are absent, the Directors present shall choose another Director as Chair of the meeting.
5.9 Teleconference/Video Conference. The Board of Directors may meet by teleconference or video conference provided that either a majority of the Directors consents to the meeting by teleconference or video conference or there is an existing Board of Directors resolution approving meetings by teleconference or video conference. Teleconference or video conference facilities must permit all persons participating in the meeting to hear each other simultaneously and instantaneously, and a Director participating in such a meeting by such means is deemed to be present at the meeting.
5.10 Meetings by Other Electronic Means. The Board of Directors may meet by other electronic means that permits each Director to communicate adequately with all of the other Directors, provided that:
(a) the Board of Directors has approved the mechanics of holding such a meeting and dealing specifically with how security issues should be handled and the procedure for recording votes;
(b) each Director has equal access to the specific means of communication to be used; and
(c) each Director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.
5.11 Written Resolutions. A resolution in writing of the Board of Directors or committee of Directors, shall not be valid unless it has been passed at a meeting of the Board of Directors or committee of Directors.
5.12 Directors May Require a Meeting. Three members of the Board of Directors may require the Secretary to call a meeting of the Board of Directors in the event that the Chair of the Board of Directors is unable or unwilling to do so. The Secretary, when so directed, shall convene a meeting of the Board of Directors. Meetings of the Directors may be held at any time without notice if all the Directors have waived or are deemed to have waived notice.
5.13 Vacancies. The office of a Director shall be automatically vacated:
(a) if the Director, by notice in writing to THS resigns her/his office, her/his resignation shall be effective at the time it is received by the Secretary of the Board of Directors or at the time specified in the notice, whichever is later;
(b) if at a Special Meeting of Members a resolution is passed by at least two thirds of the votes cast by the Members present at the Special Meeting removing the Director before the expiration of the Director’s term of office provided that the Director who is the object of the removal is notified of the place, day and time of the meeting within the same delays as those which are provided for the calling of the Special Meeting and is further given the opportunity to address the Special Meeting and given the reasons for her/his opposition to the resolution proposing her/his removal; or
(c) if the Director dies; provided that in the event of a vacancy on the Board of Directors for reasons contained in this Article 5.13, such vacancy may be filled on an interim basis until the next Annual General Meeting by a majority vote of the Board of Directors; and the person appointed shall hold office for the remainder of the term for which her/his predecessor was appointed.
5.14 Retiring Directors. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which her/his retirement is accepted and her/his successor is elected.
POWERS OF THE BOARD OF DIRECTORS
6.1 General. The Board of Directors shall administer the affairs of THS in all matters and make or cause to be made for THS, in its name, any kind of contract which THS may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as THS, by its Articles of Incorporation, its By-Laws or otherwise, is authorized to exercise and do.
6.2 Agents or Attorneys. The Directors shall have the power to appoint agents and attorneys from time to time with such powers (including the power to sub-delegate) as the Directors determine by resolution.
6.3 Financial. The Board of Directors shall have the power to allocate the use of THS Funds, to authorize expenditures on behalf of THS from time to time and to delegate by resolution to an Officer or Officers of THS the right to employ and pay salaries to Managers and employees.
6.4 Grants and Donations. The Board of Directors shall take such steps as they may deem requisite to enable THS to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of THS.
6.5 Borrowing Power. The Board of Directors may borrow money and specifically may pledge the assets held in the name of or beneficially by THS.
7.1 Appointment and Term of Officers. As provided for in the By-Laws of THS, the Board of Directors shall appoint as Officers of THS, a President of the Board, a Vice-President of the Board, a Secretary, a Treasurer and three Directors, and may from time to time, in addition to those Offices prescribed herein, appoint such other Officers as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors. The Immediate Past President shall serve as an ex-officio member of the Board for two years.
Officers shall serve a term of one (1) year.
Officers shall be eligible for re-appointment provided that no Officer shall serve as an Officer for more than eight (8) years consecutively. Notwithstanding the limit of eight (8) years, a former Officer who has served a term of eight (8) years may be eligible for election as a new Officer provided that they remain out of office for a period of one (1) year.
7.2 President and Vice-President of the Board of Directors.
The President, and in her /his absence the Vice-President, shall preside at all meetings of Members and meetings of the Board of Directors. S/he shall co-sign all contracts, documents or instruments in writing which require her/his signature and shall possess and may exercise such powers and perform such other duties as may from time to time be specified or delegated to her/him by the Board of Directors;
7.3 Secretary. The Secretary shall have custody of the corporate seal, shall keep the minutes of all meetings of the Board, shall maintain all records of the Society as may be required by the Corporations Act or by similar legislation, and shall give or cause to be given notice of all meetings of the Members and of the Board of Directors, and shall perform other duties as may be prescribed by the Board of Directors.
7.4 Treasurer. The Treasurer shall have custody of the THS Funds and securities and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of THS in the record books belonging to THS and shall deposit all monies, securities and other valuable effects in the name and to the credit of THS in such chartered bank or trust company or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. The Treasurer shall disburse the THS Funds as may be directed by proper authority taking proper vouchers for such disbursements, and shall render, at the regular meeting of the Board of Directors or whenever it may be required, an accounting of all the transactions and a statement of the financial position of THS. The Treasurer shall also perform such other duties as may from time to time be directed by the Board of Directors.
7.5 General Manager & Duties of the General Manager. The Board of Directors shall employ a General Manager. The General Manager shall report to the Board through the President and may be replaced by a two-thirds majority vote of the Board of Directors.
The General Manager has the power to approve operating expenses for which a budget item has been approved by the Board of Directors and any projects in accordance with an annual budget approved by the Board of Directors. Unbudgeted expenses shall be forwarded to the Board of Directors for consideration. The General Manager shall be responsible for the general management of THS’s operations, including:
(a) providing the overall direction, coordination and management of THS projects;
(b) providing policy advice to the Board of Directors and any committees established by it;
(c) proposing and administering programs and budgets for THS;
(d) communicating and promoting THS’s objectives and activities to the local, regional, provincial, national and international communities and private and public sector organizations;
(e) supervising other personnel of THS;
(f) overseeing the preparation of financial and other reports;
(g) consulting with academic and government organizations, aided by the Board of Directors;
(h) overseeing organization of meetings of Members and Board of Directors;
(i) overseeing preparation of annual reports; and
(j) performing other tasks as may be required by the Board of Directors.
The Board of Directors may pass resolutions from time to time changing the General Manager’s duties or authority prescribed under this Article 7.5.
7.6 Variation of Duties. The Board of Directors may, from time to time, but always subject to the Act, vary, add, or limit the powers and duties of the Officers of THS.
7.7 Office of Officers. Each Officer of THS shall continue in office until:
(a) a successor is appointed by the Board of Directors;
(b) that Officer resigns by delivering a written resignation to the President of the Board, which resignation shall be effective at the time the resignation is received by the President or at the time specified in the resignation whichever is later;
(c) that Officer is removed by a simple majority vote of the Board of Directors; or
(d) that Officer dies, whichever occurs earliest. If the office of any Officer shall be or become vacant the Board of Directors may, by resolution, appoint a person to fill such vacancy.
8.1 Appointment of Committees. Unless otherwise established by the Board of Directors and/or by the By-Laws of THS:
(a) the Board of Directors shall appoint Committees as it shall deem necessary from time to time which shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors; and
(b) each Committee shall have the power to fix its quorum at not less than a majority of the Committee members, to elect its Chair and to regulate its procedure.
8.2 Committee Members. Unless otherwise established by the Board and/or the By-Laws of THS, the members of THS Committees shall hold office until their successors are appointed by the Board of Directors. Committee members may resign by delivering a written resignation to the President of the Board and are subject to removal by the Board of Directors. If the office of any member of a THS Committee shall be or become vacant the Board of Directors may, by resolution, appoint a person to fill such a vacancy.
8.3 Meetings. Meetings of a Committee shall be held at any time and place to be determined by the members of such Committees. Unless otherwise established by the particular Committee, one half of the members of the Committee shall constitute a quorum.
8.4 Remuneration of Committee Members. Committee members, as such, shall act without remuneration. However, all Committee members shall be entitled to be reimbursed for reasonable expenses incurred in the performance of their duties.
VOTING AT ANNUAL GENERAL AND SPECIAL MEETINGS
9.1 Voting of Members. At the Annual General and Special Meetings, every question shall be determined on a show of hands by a majority of votes of the Members eligible to vote. Each Member eligible to vote shall be entitled to one (1) vote on all questions arising at any meeting.
No Member shall be entitled to vote unless such Member is in good standing with the Society.
9.2 Declaration by Chair. At any meeting, unless a poll is demanded, a declaration by the Chair of the meeting that a resolution has been carried or carried unanimously is evidence of the fact.
9.3 Demand for a Poll. A poll may be demanded either before or after any vote by a show of hands by any person entitled to vote at the meeting. If at any meeting a poll is demanded on the election of a Chair or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a poll is demanded on any other question or as to the election of Directors the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the Chair of the meeting directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
LIABILITY AND INDEMNITY, CONFLICT OF INTEREST
10.1 For the Protection of Directors and Officers. Except as otherwise provided in the Act, no Director or Officer for the time being of THS shall be liable for the facts, receipts, neglects or defaults of any other Director or Officer or employee or for any loss, damage or expense happening to THS where the sufficiency or deficiency of title to any property acquired by THS or on behalf of THS or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to THS shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person including any person with whom or which any monies, securities or affects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to THS or for any loss, damage or misfortune whatever which may happen in the execution of the duties of the Director’s or Officer’s respective office or trust or in relation thereto unless the same shall happen by or through the Director’s or Officer’s own wilful negligence or default.
10.2 Insurance. THS shall make reasonable efforts to purchase and maintain, or cause to be purchased and maintained, directors’ and officers’ errors and omissions insurance on commercially reasonable terms.
10.3 Indemnities to Directors and Others. Every Director and Officer of THS or other person who has undertaken or is about to undertake any liability on behalf of THS and their 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 THS, from and against:
(a) all costs, charges and expenses whatsoever which such Director, Officer or such person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Director, Officer or other person for or in respect of any act, deed, matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and
(b) all other costs, charges and expenses which the Director, Officer or other persons sustains or incurs in or about or in relation to the affairs thereof; except such costs, charges or expense as are associated by their own wilful negligence or default. THS
(c) shall also indemnify such person in such other circumstances as the Act or law permits or requires. Nothing in this By-Law shall limit the right of any person entitled to indemnify to claim indemnity apart from the provisions of this By-Law to the extent permitted by the Act or law.
10.4 Conflict of Interest. Each Director and Officer shall declare to THS, his/her interest in any contract or transaction or proposed contract or transaction with THS. The required declaration shall be made at the time prior to the vote and they shall remove his/her self from the meeting.
EXECUTION OF INSTRUMENTS, NOTICES
11.1 Execution of Instruments. The Board of Directors shall have power from time to time by resolution to appoint one or more of them or any Officer or Officers or any person or persons on behalf of THS either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
11.2 Instrument in Writing. The term “contracts, documents or instruments in writing” as used in this By-Law shall include but not be limited to deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures or other securities and all paper writings.
11.3 Cheques, Drafts, Notes, Etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such Officer or Officers or person designated by the Board of Directors, whether or not they are officers of THS and in such manner as the Board of Directors may from time to time designate by resolution.
11.4 Sending Notices and Documents. Subject to paragraph 4.3 of this By-Law regarding notices to members of any Annual or Special Meetings of Members, any notice or other document required by the Act, the Articles of Incorporation or the By-Laws to be sent to any Member or Director or to the auditor shall be
(a) delivered personally;
(b) sent by prepaid mail; or
(c) sent by electronic means such as e-mail or facsimile
at such person’s latest address as shown in the records of THS or, if no address is given therein, then to the last address of such Director or Member known to the Secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
11.5 Signature to Notice. The signature of any Director or Officer of THS to any notice or document to be given by THS may be written, stamped, typewritten or printed or party written, stamped, typewritten or printed.
AMENDMENT OF BY-LAWS AND RULES AND REGULATIONS
12.1 Amendment of By-Laws.
The By-Laws of the THS not embodied in the Articles of Incorporation may be repealed, amended by By-Law, or by new By-Law, may be enacted by a majority of the Directors, provided that the repeal, amendment, or new By-Law shall not be enforced or acted upon until approval by the Board.
12.1.1 Repeals, amendments, or new By-Law so enacted shall be presented to the next AGM and sanctioned by at least two thirds (2/3) of the Members present.
12.1.2 Members in good standing may submit, in writing, to the Board of Directors for consideration proposals for repeal, amendment, or new By-Law.
12.1.3 Members shall be given at least thirty (30) days notice in writing or by electronic means of any Amendments of By- Laws under Article 12.1 to be presented at the AGM.
12.2 Rules and Regulations. The Board of Directors may prescribe such rules and regulations not inconsistent with these bylaws relating to the management and operation of the Society as they deem expedient.