​WATERLOO HORTICULTURAL SOCIETY
CONSTITUTION
**** revised 2021  ****
ARTICLE I – NAME
1.   The name of the organization will be the “WATERLOO HORTICULTURAL SOCIETY”, henceforth referred to as the “Society”.
ARTICLE II – AUTHORITY
1.   The Society is organized under the authority of the Agricultural and Horticultural Organizations Act of the Province of Ontario, and all articles of this Constitution will be read to conform with said Act.
ARTICLE III – OBJECTIVES
The objectives of this horticultural society are found in section 36 of the act, namely the objects of a horticultural society are to encourage interest and improvement in horticulture,
(a) by holding meetings respecting the theory and practice of horticulture.
(b) by encouraging the planting of trees, shrubs, and flowers on public and private grounds.
(c) by promoting balcony and community gardening and outdoor beautification.
(d) by arranging field trips, contests, competitions, and exhibitions related to horticulture and awarding prizes.
(e) by distributing seeds, plants, bulbs, flowers, trees, and shrubs.
(f) by promoting the protection of the environment.
(g) by promoting the circulation of horticultural information through any media.
(h) by promoting the benefits of therapeutic horticulture; and
(i) by stimulating an interest in the study of horticulture. R.S.O. 1990, c. A.9, s. 36.
 
ARTICLE IV – HEAD OFFICE
1.   The head office of the Society will be in Waterloo in the Province of Ontario and at such a place as may be determined from time to time by the Board of Directors of the Society. All society correspondence will be sent to the secretary.
ARTICLE V – MEMBERSHIP

1. Every person will be entitled to join the Society.
2. Members will be required to pay an annual membership fee per individual adult or per family. Family memberships include two adults living at the same address plus all children under 18 at the same address. Fee structure will be reviewed by the Board of Directors from time to time.
3. Membership fees for new members paid after September 1st in any given year will include membership for the remainder of the current year and for the entire year following.
4. A member will be entitled to participate in the activities of the Society including voting privileges.

ARTICLE VI – BOARD OF DIRECTORS

1. The Board of Directors will have the power to act for and on behalf of the Society in all matters, subject to the bylaws and regulations of the Society.
2. The Board of Directors will, as a minimum, consist of two Officers (Secretary and Treasurer and a minimum of 6 Directors).
3. Terms will be for one year (January – December) and are renewable indefinitely.
4. In the event of a vacancy occurring during the year, the Board will decide whether to replace   the individual at the time or wait until the start of the following year. 
5. Board members who fail to attend three consecutive meetings without giving prior notice may be asked to leave the Board.  
6. New Board members and replacements will be drawn from the general membership.
7. With respect to powers and duties, the Board of Directors will:
   1. take the initiative in preparing general policies and actions for consideration and possible adoption by the membership.
   2. put into effect all policies and actions approved by the membership.
   3. have power to enter contracts in the name of the Society in accordance with policies   and practices approved by the membership.
   4. be responsible for the management of the affairs of the Society between general   meetings.
   5. ensure the Treasurer is appropriately safeguarded.
8. The Officers are responsible for the safe custody of books and records of the Society    including at least one copy of minutes of proceedings, resolutions, and by-laws of the Society.
9. The Secretary of the Society will: 
   1. attend all meetings of the Society and keep accurate minutes.
   2. monitor Society email account and conduct the correspondence of the Society.
   3. keep a record of
      1. all business transactions of the Society.
      2. all resolutions passed by the Society.
      3. all amendments to the by-laws of the Society.
      4. all reports of committees that may from to time be appointed by the Society, 
      5. all Annual Return statements and supplemental reports (e.g., financial and auditor’s reports).
   4. prepare and submit all paperwork related to the Annual Return.
10. The Treasurer of the Society will:
    1. agree to and sign all paperwork provided by the Ontario Horticultural Association       (OHA)  related to the faithful performance of their duties and especially for the due   accounting and paying over of all monies which may come into their hands.

                         .

1. receive all monies paid to the Society and deposit them to the credit of the Society in a chartered bank, as the Society may by resolution direct.
2. keep the securities of the Society in safe custody.
3. keep or cause to be kept proper books of account, including entries of all receipts and expenditures of the Society.
4. prepare reports showing the financial position of the Society for presentation at Board   meetings and at general membership meetings.
5. prepare all documents related to the annual financial statement of the Society, interact with the examiners/auditors, and submit an approved year end financial statement for inclusion with the Society’s year end report to the OHA.
6. prepare an annual budget for approval by the board for the following year.

ARTICLE VII – MEETINGS

1. Annual Meeting
   1. The Annual General Meeting of the Society will be held on the fourth Friday of January of each year, at 7:30 pm or as determined by the Board of Directors. At least 14 days notice of the Annual General Meeting will be given by publishing it in the Society’s newsletter to members, or by mailing a notice of the meeting to each member of the Society, at the address furnished to the secretary.
   2. 10% of the registered members will constitute a quorum at the Annual General Meeting.
      1. A detailed statement of the receipts and expenditures since the last Annual General Meeting and a statement of the assets and liabilities of the Society, certified by the Examiners, will be presented.
      2. The Directors and Officers will be elected.
      3. Examiners will be appointed.
2. Open Meetings
   1. Open meetings will be held monthly in January, February, March, April, May, September, October, and November or as may be revised by the Board of Directors at any time.
   2. The Board may call a special meeting.
3. Board Meetings
   1. The Board will meet on the second Tuesday of each month unless otherwise directed.
   2. One-half of the Board will constitute a quorum.
   3. At a Board meeting, all Officers and Directors are eligible to vote.
   4. The Board may establish committees and subcommittees from time to time to conduct its business more effectively. All committees are accountable to the Board.

ARTICLE VIII – FINANCES

1. The fiscal year of the Society will be from January 1st to December 31st.
2. All expenditures for items in that are not included in the budget for the current fiscal year will require approval by a motion passed at a Board meeting.
3. Cheques to disburse the funds of the Society will bear the signatures any two of the three designated Board Members with authorization of the Bank.
4. The financial records of the Society will be audited by a qualified accountant (or by at least 2 examiners, neither of whom is a member of the Executive) appointed at the Annual Meeting.
5. No Officer, Director or member of the Society will receive any remuneration for carrying out their duties but travelling and living expenses may be allowed any Officer, Director or member while engaged in duties on behalf of the Society, and the Board may fix such expenses which will be payable out of the funds of the Society.
6. The financial accounts and other books of the Society will be made available for inspection by a member’s reasonable request.

ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. Every Director and Officer of the Waterloo Horticultural Society and his or her heirs, executors and administrators respectively shall from time to time, and always, be indemnified and saved harmless out of the funds of the Waterloo Horticultural Society only from and against:

1. all costs, charges, and expenses whatsoever such Director or Officer sustains or              incurs in or about any action, suit or proceeding that is brought, commences, or            prosecuted against him or her for or in respect of any deed, act, matter or thing             whatsoever made, done or committed by him or her, in or about the execution of the             duties of his or her office.
2. all other costs, charges, and expenses he or she sustains or incurs in or about or in          relation to the affairs of the Waterloo Horticultural Society; except such costs, charges and expenses as are occasioned by his or her own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Waterloo Horticultural Society. The Waterloo Horticultural Society may provide insurance to cover this liability of the Waterloo Horticultural Society.

ARTICLE X – RULES OF ORDER
1. The latest version of Roberts Rules of Order will govern the Society on all matters not covered by the by-laws.
ARTICLE XI – CHANGE IN CONSTITUTION AND BY-LAWS

1. By-laws of the Constitution of the Society may be made and/or adopted, amended, or repealed by the Board providing they are confirmed at an annual or regular meeting of the Society.
2. All regulations as set forth in the Horticultural Societies Act, or as it may be revised from time to time, will become a part of this Constitution.

Reviewed by the Board of Directors                                  
Accepted by the Board of Directors                                    
Accepted by the Membership    
​         
Bylaw - Virtual Meetings
​An annual general meeting of the members may, in the discretion of the Executive and Board of Directors, be held by means of a teleconference communication system or a video conference communication system, or any other similar electronic communication facility, that permits all members participating in such meeting to hear each other during the meeting. An individual member, who, through such communication system attends a meeting, shall be deemed to be personally present at that meeting.
Meetings of the Board of Directors may, if all the Directors consent, be held by means of a teleconference communication system or a videoconference communication system, or any other similar electronic communication facility that permits all Directors participating in such meeting to hear each other during the meeting. Participation in a meeting by such communication system shall constitute presence.
​Proposed Board of Directors – 2022
Brian Blamire
Linda Blamire
Debbie Brown
Lucy Brubacher
Trish Divell
Heather Kelly
Stefica Kovacevic
Michael Watson
Secretary – Kathy Pearson
Treasurer – Brenda Stericker
Auditors:
Hugh Weltz
Ray Taylor