Our By Laws
GANANOQUE & DISTRICT HUMANE SOCIETY
BY-LAW NUMBER ONE
BE IT ENACTED as a by-law of the Gananoque & District Humane Society, hereinafter know as Society, as follows:
ARTICLE I – OBJECTS
The objects of this Society are to prevent cruelty to and encourage consideration for animals, birds and fish; by encouraging and assisting in the enforcement of all laws which are now, or may hereafter be, enacted for the protection of animals, birds and fish and securing by lawful means the prosecution of all persons violating such laws; by procuring further legislation for the protection of animals, birds and fish; and by means of literature, addresses and other forms of publicity to create and sustain a general interest in animal welfare.
ARTICLE II – POWERS AND EXEMPTIONS
No person shall be assigned to act as an inspector or agent of the Society in the enforcement of any law which has been enacted for the protection of animals, birds and fish who has not qualified for appointment and been appointed an inspector or agent under the provisions of The Ontario Society for the Prevention of Cruelty to Animals Act, R.S.O., 1981, Chapter 256 or subsequent enabling legislation.
ARTICLE III - SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Society.
ARTICLE IV – HEADQUARTERS
The headquarters and head office of the Society shall be initially in the Town of Gananoque or agreed upon district.
ARTICLE V – FISCAL YEAR
The fiscal year of the Society shall be the calendar year, January lst to December 31st, both inclusive.
ARTICLE VI – MEMBERS
There shall be two categories of membership: - SUSTAINING MEMBERS, who are persons who opt to support the Society financially and not to become significantly or regularly involved in volunteer work on behalf of the Society. Sustaining members shall not be entitled to vote in the capacity or by virtue of such membership. -
ACTIVE MEMBERS, who are persons who have reached the age of majority and who support the Society through significant, regular volunteer work in the management or operations of the Society.
ACTIVE membership shall be determined and awarded by the Board of Directors in its sole discretion at any regular or special meeting of the Board of Directors. Membership shall be at the discretion of the Board and memberships can be revoked at any time.
ARTICLE VII – ANNUAL AND SPECIAL GENERAL MEETINGS
The Annual General meeting of the Society shall be held within six calendar months after each December 31st, the date and place being decided by the Board of Directors, or, upon its failing to act, by the President. A Special General meeting shall be held within forty days of the written request therefore by any five members of the Board of Directors or by any twelve Active members.
Notices in writing stating the date, hour and place of the Annual General meeting or Special General meeting and the general nature of the business to be transacted thereat, shall be communicated to members and directors by an advertisement placed in any newsletter published by the Society or in the Gananoque Reporter or by other means approved by the Board of Directors at least twenty (20) days prior to meeting.
No error or accidental omission in the notice of the Annual General meeting or a Special General meeting, provided it is not substantial, shall invalidate such a meeting or invalidate or make void any proceedings otherwise properly approved at such meeting.
ARTICLE VIII – QUORUM, PROXIES AND VOTING – ANNUAL AND SPECIAL GENERAL MEETINGS
At the Annual General or a Special General meeting of the Society, the quorum shall be at least twelve Active members acting in person or by proxy.
In the event of a tie on any vote at the Annual General or Special meeting, the chairperson may cast one additional vote.
ARTICLE IX – BOARD OF DIRECTORS, OFFICERS AND EXECUTIVE COMMITTEE AND OTHER COMMITTEES
A Board of Directors shall be elected by ballot at each Annual General meeting and shall consist of at least five (5) persons. Officers shall consist of the President, the Immediate Past President, the Vice President(s), the Secretary and the Treasurer. If the Immediate Past President is no longer an Active Member of the Society the remaining members of the Board of Directors may appoint any qualified person to hold this office. If no such appointment is made, the office shall remain vacant and the minimum number of persons on the Board of Directors shall be reduced to four (4). The duties and obligations of officers shall be those assigned to them by by-law and by the Board of Directors.
The officers of the Society shall be elected by the Board of Directors from amongst their own number at a meeting held immediately following, or at a time set aside during the Annual General meeting.
The President shall preside at meetings of the board, or failing him/her, a Vice-President, or failing one of them, the Immediate Past President of the Board of Directors. In the absence of all of these officers, the directors present may appoint one of their own number to act as Chairperson.
The Executive Committee shall consist of the officers of the Society and such additional members, as may be elected by the Board of Directors.
The Society, the Board of Directors, The Executive Committee or the President of the Board of Directors may appoint other committees with such powers and duties as may be deemed necessary or desirable by the appointing body or the President of the Board of Directors, as the case may be, but no such committee shall incur expense without the previous approval of the Board of Directors.
No person shall hold office or be a Director of the Society or a Branch of the Society who, in the opinion of the Directors of the Gananoque & District Humane Society, is involved directly or indirectly in the exploitation of animals in such a way as to cause them unnecessary suffering or is employed by the Society or a Branch of the Society.
ARTICLE X – NOMINATION OF DIRECTORS
The Board of Directors, or Executive Committee, shall appoint a person to serve as Chairperson of a Nominating Committee. The Chairperson of the Nominating Committee shall appoint not less than three persons to serve on the committee. No person holding current office as Chairperson, Vice-Chairperson, Secretary or Treasurer shall serve on the Nominating Committee.
The Nominating Committee shall prepare a slate of persons to be nominated as directors and the slate shall be completed not less than forty-five (45) days before the date of the Annual General meeting.
The report of the Nominating Committee shall be circulated to all officers and directors of the Society at least thirty (30) days before the date of the Annual General meeting.
Any Active member may nominate any person to serve as a director providing the persons so nominated have indicated, in writing, their willingness to serve and providing such nominees have been Active Members in good standing of the Society for not less than one calendar year prior to nomination or at the discretion of the Board of Directors.
Such nominations shall be made in writing and must reach the Chairperson of the Nominating Committee not less than fourteen (14) days before the date of the Annual General Meeting. The Chairperson of the Nominating Committee will report to the delegates and members attending the Annual General Meeting, prior to the commencement of business, any change(s) in the nominations.
ARTICLE XI – CONTROL AND MANAGEMENT
The affairs of the Society shall be controlled and managed by the Board of Directors subject only to such limitations as may be imposed by law, by by-law and by the Board of Directors. The officers and the employees of the Society shall perform such duties as are assigned to them by by-law, by the Board of Directors or by the Executive Committee at such remuneration and for such terms as it may think fit. Legal counsel may be engaged by the Secretary or the President.
All payments by the Society shall be by cheque drawn on one of the Society's bank accounts and signed in the name of the Society by any two signing officers except where the Board of Directors has authorized payment by automatic Bank withdrawal or by credit card or other generally accepted means of payment. Such authorization shall not be given unless the alternative means of payment meets proper audit standards, is in accordance with Generally Accepted Accounting Principles and is in the best interests of the Society. "Signing Officers" shall be any officer of the society or any director appointed as a Signing Officer by the Board or the Executive Committee. Excepting only that cheques drawn in an amount of less than $1,001.00 may be signed by one Signing Officer and the second signature may be affixed by means of an automatic signing device.
All contracts and other documents, other than aforesaid, but including any cheque drawn in the amount of $10,000.00 or more to be executed by and on behalf of the Society shall be signed by the President or a Vice-President and the Treasurer. Where the seal of the Society is required, it shall be affixed by one of the signing officers.
No publicity concerning any activities of the Society may be released by any member thereof, except with the prior approval of the President or other person authorized to give such approval by the Board.
ARTICLE XII – MEETINGS OF THE BOARD OF DIRECTORS
Meetings of the Board of Directors shall be held at such a place or places within the Town of Gananoque or District as the Board of Directors may from time to time decide.
The Board of Directors shall meet at least twice in every fiscal year.
The President or a Vice-President or any three directors, may at any time direct the Secretary to call a meeting of the Board of Directors within the ensuing fourteen days. Notice of such meeting shall be delivered, mailed, telephoned or otherwise communicated to each director at least seven days (exclusive of the date on which the notice is released but inclusive of the date of the meeting of which notice is given) before the meeting.
The quorum for the transaction of business at a meeting of the Board of Directors shall be half of the members thereof, rounded to the next higher whole number of the directors in attendance either personally or by other means previously approved by the Board of Directors.
Voting by proxy is not permitted at any regular or special meeting of the Board of Directors.
Except where otherwise provided in these bylaws, members of the Board of Directors may attend meetings of the Board of Directors personally, by conference call or by any other means previously approved by the Board of Directors, excluding only attendance by proxy.
ARTICLE XIII – MEETING OF THE EXECUTIVE COMMITTEE
Meetings of the Executive Committee shall be called by the President at his or her discretion but at intervals of not more than three months. At the request of three members of the Executive Committee within three months after the last previous meeting, or on the request of any member of the Executive Committee more than three months after the last previous meeting, the Secretary shall call a meeting of the Executive Committee.
The quorum for the transaction of business at a meeting of the Executive Committee shall be half of the members thereof rounded to the next higher whole number present in person or by other means previously approved by the Board of Directors. Each member of the Executive Committee present shall have one vote on any matter or question before the meeting; voting by proxy shall not be permitted. In the event of a tie on any vote, the chairperson may cast one additional vote.
ARTICLE XIV – FILLING VACANCIES
Any director, who fails to attend three consecutive meetings of the Board of Directors without the approval of the Chairperson, shall be deemed to have resigned and may be replaced at the discretion of the Board of Directors.
The Board of Directors may fill any vacancy that may occur on the Board by appointment of a replacement. Such appointment shall be valid only until the next Annual General meeting.
The Board of Directors may appoint any qualified person to the Board of Directors provided that the appointee has not previously been rejected by membership at the immediately preceding Annual General meeting. Approval of such an appointment will require the approval, in person, of two thirds (2/3rds) of the Board of Directors rounded to the next higher whole number and shall be valid only until the next Annual General meeting.
Any member of the Board of Directors may be removed from office for action or conduct considered prejudicial to the good order and well being of the Society. Notice of intent to introduce such a motion must be sent to the member concerned not less than ten days before the meeting and to be carried must receive at least two-thirds (2/3rds) rounded to the next higher whole number, of the votes cast at a meeting of the Board of Directors with all voting members attending in person.
ARTICLE XV – PROCEDURE
At meetings of the Society, the rules of order and procedure generally recognized shall apply except as the same may be altered by by-law.
At meetings of the Boards of Directors and the Executive Committee a resolution put to the vote of the meeting shall be decided on a show of hands unless a vote by ballot is demanded by at least three members or is considered preferable by the chairperson.
On a show of hands, a declaration by the chairperson that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Society, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
If a vote by ballot is demanded or is considered desirable by the chairperson, it shall be taken in such a manner as the chairperson directs.
ARTICLE XVI – DUTIES OF OFFICERS
The President and the Vice-President(s) shall have the normal duties of those offices and such further duties as may be imposed on them or any of them by by-law, by the Board of Directors or by the Executive Committee.
The Secretary shall keep the records of the Society and send copies of minutes of the meetings of the Boards of Directors and of the Executive Committee to the members of the Board of Directors, or elsewhere as directed by any meeting of the Executive Committee.
The Treasurer shall be responsible for the funds of the Society and see that all receipts are deposited in a Chartered Bank or Credit Union. The Treasurer shall present to the Annual General Meeting a statement duly audited by a chartered accountant of monies received and expended and of the financial position of the Society. He/She shall also present a quarterly statement of receipts and expenses to the Executive Committee. The Treasurer, in co-operation with the President, shall submit to the Board of Directors a budget for the next fiscal year before December 31 st of the current fiscal year.
ARTICLE XVII – AUDITOR
Auditors shall be appointed at each Annual General Meeting.
ARTICLE XVIII – ADDITIONAL BY-LAWS
Notice of intention to amend the by-laws of the Society shall be given in writing to each Active Member and Director of the Society at least thirty days before the Annual or Special General Meeting at which such amendments are to be considered.
ARTICLE XIX – REMOVAL FROM OFFICE
Any one of the President, Secretary, Treasurer or other Officer appointed by the Board of Directors (hereinafter called “Officers”) may be removed from office provided that such removal is approved by a motion passed by at least two-thirds of the votes cast at a meeting of the Board of Directors with all persons voting present in person and further provided that:
a) Notice to introduce such motion shall be sent to each of the Directors and to the Officer concerned not less than twenty-eight days prior to the date of the meeting;
b) The reasons in writing for proposing such motion are available at the office of the Society for review by the Officer concerned and the Directors during the said twenty-eight day period;
c) The Officer concerned is entitled to attend the meeting of the Board of Directors for the purpose of making reasonable representation without interfering with the orderly progress of the meeting.
If the Officer
i) resigns;
ii) receives a notice or otherwise learns of a meeting of Directors called for the purpose of removing him or her from office, or
iii) receives a notice or otherwise learns of a meeting of Directors at which another person is to be appointed or elected to fill his or her office, whether because of his or her resignation or removal for any reason such Officer is entitled to submit to the Society a written statement giving the reasons for his or her resignation or the reasons why he or she opposes any proposed action or resolution.
The Society shall forthwith send a copy of the statement referred to above to every Director entitled to receive special notice of the meeting.
Neither the Society nor any person acting on its behalf incurs any liability by reason only of circulating the Officer's statement in compliance with the above.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
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GANANOQUE & DISTRICT HUMANE SOCIETY
BY-LAW NUMBER TWO
RESPECTING THE BORROWING OF MONEY BY THE SOCIETY
BE IT ENACTED as a by-law of the Society that:
1) the Executive Committee may from time to time borrow money from any Chartered Bank (herein called the "Bank) upon the credit of the Society on cheques, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable; AND may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of the Bank any property of the Society, real or personal, moveable or immoveable, present or future, including book debts, unpaid calls, rights, powers, undertakings, franchises and the Society's own debentures, as security for the fulfilment of any liabilities or obligations, present or future, of the Society to the Bank and may empower the Bank or any person or persons to sell by public or private sale, assign, transfer or convey from time to time any such property; AND may sign, make drawn, accept, endorse, execute and deliver on behalf of and in the name of the Society all such cheques, promissory notes, bills of exchange, drafts, acceptances, orders for the payment of money, warehouse receipts, bills of lading, agreements to give security, assignments, transfers, conveyances, hypothecs, mortgages, pledges, securities and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money and other banking business of the Society.
2) the Executive Committee may authorize any one or more directors, officers, employees or agents of the Society to exercise any of the rights, powers, and authorities conferred by this By-Law upon the Executive Committee.
3) the borrowing of money from the Bank from time to time heretofore under the authority of the Executive Committee of the Society and the giving of security therefore are hereby ratified and confirmed.
4) this By-Law shall continue in force as between the Society and the Bank until a By-Law repealing this By-Law shall have been validly passed and confirmed and a copy thereof, duly certified under the seal of the Society, shall have been delivered to the Bank and receipt thereof acknowledged by the Bank.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
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GANANOQUE & DISTRICT HUMANE SOCIETY
BY-LAW NUMBER THREE
BE IT ENACTED as a by-law of the Gananoque Humane Society as follows:
CONFLICT OF INTEREST
No Director shall benefit financially, either directly or indirectly, by virtue of holding office as a Director of the Society.
A Director may be compensated for travel and other expenses incurred in the course of service as a Director but such expenses shall only be for actual out-of-pocket expenses and shall be supported by vouchers. All such expense claims shall be approved by the Executive Committee.
No firm, corporation or other individual with whom a Director is associated, either directly or indirectly, shall be engaged by the Society to provide any service or supply any goods unless the involvement of the Director in the firm or association is declared and the Director concerned remains at arm's length throughout any such transaction. In particular, no Director may exercise a vote in connection with any decision to allocate such contract, tender or order and shall not participate in any discussion by the Board of Directors or Executive Committee preceding such a decision.
No funds of the Society shall be allocated, granted, loaned or transferred to any other charitable organization, whether incorporated or not, or whether registered as a charity or not, without the specific approval of the Executive Committee or Board of Directors. Any Director who has any connections with such charity or other non-profit group shall declare that involvement and not participate in the discussion or voting that may follow.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
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GANANOQUE & DISTRICT HUMANE SOCIETY
BY-LAW NUMBER FOUR
BE IT ENACTED as a by-law of the Gananoque Humane Society as follows:
INDEMNIFICATION OF THE DIRECTORS & OFFICERS
Every Director or Officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society and their heirs, executors and administrators, and estate and effect, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Society, from and against:
a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of the duties of his/her office or in respect of any such liability; and
b) all other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
Amended this 28th day of September, 2021.
Signed collectively by the 2020-2021 GHDS BOD Executives and Directors:
Brittany Smith-Ellerbeck
Kelly Croft
Heidi Mathers
Chun Wang
Michelle Graham
Marie-France Hetu
Dawn Robinson
BY-LAW NUMBER ONE
BE IT ENACTED as a by-law of the Gananoque & District Humane Society, hereinafter know as Society, as follows:
ARTICLE I – OBJECTS
The objects of this Society are to prevent cruelty to and encourage consideration for animals, birds and fish; by encouraging and assisting in the enforcement of all laws which are now, or may hereafter be, enacted for the protection of animals, birds and fish and securing by lawful means the prosecution of all persons violating such laws; by procuring further legislation for the protection of animals, birds and fish; and by means of literature, addresses and other forms of publicity to create and sustain a general interest in animal welfare.
ARTICLE II – POWERS AND EXEMPTIONS
No person shall be assigned to act as an inspector or agent of the Society in the enforcement of any law which has been enacted for the protection of animals, birds and fish who has not qualified for appointment and been appointed an inspector or agent under the provisions of The Ontario Society for the Prevention of Cruelty to Animals Act, R.S.O., 1981, Chapter 256 or subsequent enabling legislation.
ARTICLE III - SEAL
The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Society.
ARTICLE IV – HEADQUARTERS
The headquarters and head office of the Society shall be initially in the Town of Gananoque or agreed upon district.
ARTICLE V – FISCAL YEAR
The fiscal year of the Society shall be the calendar year, January lst to December 31st, both inclusive.
ARTICLE VI – MEMBERS
There shall be two categories of membership: - SUSTAINING MEMBERS, who are persons who opt to support the Society financially and not to become significantly or regularly involved in volunteer work on behalf of the Society. Sustaining members shall not be entitled to vote in the capacity or by virtue of such membership. -
ACTIVE MEMBERS, who are persons who have reached the age of majority and who support the Society through significant, regular volunteer work in the management or operations of the Society.
ACTIVE membership shall be determined and awarded by the Board of Directors in its sole discretion at any regular or special meeting of the Board of Directors. Membership shall be at the discretion of the Board and memberships can be revoked at any time.
ARTICLE VII – ANNUAL AND SPECIAL GENERAL MEETINGS
The Annual General meeting of the Society shall be held within six calendar months after each December 31st, the date and place being decided by the Board of Directors, or, upon its failing to act, by the President. A Special General meeting shall be held within forty days of the written request therefore by any five members of the Board of Directors or by any twelve Active members.
Notices in writing stating the date, hour and place of the Annual General meeting or Special General meeting and the general nature of the business to be transacted thereat, shall be communicated to members and directors by an advertisement placed in any newsletter published by the Society or in the Gananoque Reporter or by other means approved by the Board of Directors at least twenty (20) days prior to meeting.
No error or accidental omission in the notice of the Annual General meeting or a Special General meeting, provided it is not substantial, shall invalidate such a meeting or invalidate or make void any proceedings otherwise properly approved at such meeting.
ARTICLE VIII – QUORUM, PROXIES AND VOTING – ANNUAL AND SPECIAL GENERAL MEETINGS
At the Annual General or a Special General meeting of the Society, the quorum shall be at least twelve Active members acting in person or by proxy.
In the event of a tie on any vote at the Annual General or Special meeting, the chairperson may cast one additional vote.
ARTICLE IX – BOARD OF DIRECTORS, OFFICERS AND EXECUTIVE COMMITTEE AND OTHER COMMITTEES
A Board of Directors shall be elected by ballot at each Annual General meeting and shall consist of at least five (5) persons. Officers shall consist of the President, the Immediate Past President, the Vice President(s), the Secretary and the Treasurer. If the Immediate Past President is no longer an Active Member of the Society the remaining members of the Board of Directors may appoint any qualified person to hold this office. If no such appointment is made, the office shall remain vacant and the minimum number of persons on the Board of Directors shall be reduced to four (4). The duties and obligations of officers shall be those assigned to them by by-law and by the Board of Directors.
The officers of the Society shall be elected by the Board of Directors from amongst their own number at a meeting held immediately following, or at a time set aside during the Annual General meeting.
The President shall preside at meetings of the board, or failing him/her, a Vice-President, or failing one of them, the Immediate Past President of the Board of Directors. In the absence of all of these officers, the directors present may appoint one of their own number to act as Chairperson.
The Executive Committee shall consist of the officers of the Society and such additional members, as may be elected by the Board of Directors.
The Society, the Board of Directors, The Executive Committee or the President of the Board of Directors may appoint other committees with such powers and duties as may be deemed necessary or desirable by the appointing body or the President of the Board of Directors, as the case may be, but no such committee shall incur expense without the previous approval of the Board of Directors.
No person shall hold office or be a Director of the Society or a Branch of the Society who, in the opinion of the Directors of the Gananoque & District Humane Society, is involved directly or indirectly in the exploitation of animals in such a way as to cause them unnecessary suffering or is employed by the Society or a Branch of the Society.
ARTICLE X – NOMINATION OF DIRECTORS
The Board of Directors, or Executive Committee, shall appoint a person to serve as Chairperson of a Nominating Committee. The Chairperson of the Nominating Committee shall appoint not less than three persons to serve on the committee. No person holding current office as Chairperson, Vice-Chairperson, Secretary or Treasurer shall serve on the Nominating Committee.
The Nominating Committee shall prepare a slate of persons to be nominated as directors and the slate shall be completed not less than forty-five (45) days before the date of the Annual General meeting.
The report of the Nominating Committee shall be circulated to all officers and directors of the Society at least thirty (30) days before the date of the Annual General meeting.
Any Active member may nominate any person to serve as a director providing the persons so nominated have indicated, in writing, their willingness to serve and providing such nominees have been Active Members in good standing of the Society for not less than one calendar year prior to nomination or at the discretion of the Board of Directors.
Such nominations shall be made in writing and must reach the Chairperson of the Nominating Committee not less than fourteen (14) days before the date of the Annual General Meeting. The Chairperson of the Nominating Committee will report to the delegates and members attending the Annual General Meeting, prior to the commencement of business, any change(s) in the nominations.
ARTICLE XI – CONTROL AND MANAGEMENT
The affairs of the Society shall be controlled and managed by the Board of Directors subject only to such limitations as may be imposed by law, by by-law and by the Board of Directors. The officers and the employees of the Society shall perform such duties as are assigned to them by by-law, by the Board of Directors or by the Executive Committee at such remuneration and for such terms as it may think fit. Legal counsel may be engaged by the Secretary or the President.
All payments by the Society shall be by cheque drawn on one of the Society's bank accounts and signed in the name of the Society by any two signing officers except where the Board of Directors has authorized payment by automatic Bank withdrawal or by credit card or other generally accepted means of payment. Such authorization shall not be given unless the alternative means of payment meets proper audit standards, is in accordance with Generally Accepted Accounting Principles and is in the best interests of the Society. "Signing Officers" shall be any officer of the society or any director appointed as a Signing Officer by the Board or the Executive Committee. Excepting only that cheques drawn in an amount of less than $1,001.00 may be signed by one Signing Officer and the second signature may be affixed by means of an automatic signing device.
All contracts and other documents, other than aforesaid, but including any cheque drawn in the amount of $10,000.00 or more to be executed by and on behalf of the Society shall be signed by the President or a Vice-President and the Treasurer. Where the seal of the Society is required, it shall be affixed by one of the signing officers.
No publicity concerning any activities of the Society may be released by any member thereof, except with the prior approval of the President or other person authorized to give such approval by the Board.
ARTICLE XII – MEETINGS OF THE BOARD OF DIRECTORS
Meetings of the Board of Directors shall be held at such a place or places within the Town of Gananoque or District as the Board of Directors may from time to time decide.
The Board of Directors shall meet at least twice in every fiscal year.
The President or a Vice-President or any three directors, may at any time direct the Secretary to call a meeting of the Board of Directors within the ensuing fourteen days. Notice of such meeting shall be delivered, mailed, telephoned or otherwise communicated to each director at least seven days (exclusive of the date on which the notice is released but inclusive of the date of the meeting of which notice is given) before the meeting.
The quorum for the transaction of business at a meeting of the Board of Directors shall be half of the members thereof, rounded to the next higher whole number of the directors in attendance either personally or by other means previously approved by the Board of Directors.
Voting by proxy is not permitted at any regular or special meeting of the Board of Directors.
Except where otherwise provided in these bylaws, members of the Board of Directors may attend meetings of the Board of Directors personally, by conference call or by any other means previously approved by the Board of Directors, excluding only attendance by proxy.
ARTICLE XIII – MEETING OF THE EXECUTIVE COMMITTEE
Meetings of the Executive Committee shall be called by the President at his or her discretion but at intervals of not more than three months. At the request of three members of the Executive Committee within three months after the last previous meeting, or on the request of any member of the Executive Committee more than three months after the last previous meeting, the Secretary shall call a meeting of the Executive Committee.
The quorum for the transaction of business at a meeting of the Executive Committee shall be half of the members thereof rounded to the next higher whole number present in person or by other means previously approved by the Board of Directors. Each member of the Executive Committee present shall have one vote on any matter or question before the meeting; voting by proxy shall not be permitted. In the event of a tie on any vote, the chairperson may cast one additional vote.
ARTICLE XIV – FILLING VACANCIES
Any director, who fails to attend three consecutive meetings of the Board of Directors without the approval of the Chairperson, shall be deemed to have resigned and may be replaced at the discretion of the Board of Directors.
The Board of Directors may fill any vacancy that may occur on the Board by appointment of a replacement. Such appointment shall be valid only until the next Annual General meeting.
The Board of Directors may appoint any qualified person to the Board of Directors provided that the appointee has not previously been rejected by membership at the immediately preceding Annual General meeting. Approval of such an appointment will require the approval, in person, of two thirds (2/3rds) of the Board of Directors rounded to the next higher whole number and shall be valid only until the next Annual General meeting.
Any member of the Board of Directors may be removed from office for action or conduct considered prejudicial to the good order and well being of the Society. Notice of intent to introduce such a motion must be sent to the member concerned not less than ten days before the meeting and to be carried must receive at least two-thirds (2/3rds) rounded to the next higher whole number, of the votes cast at a meeting of the Board of Directors with all voting members attending in person.
ARTICLE XV – PROCEDURE
At meetings of the Society, the rules of order and procedure generally recognized shall apply except as the same may be altered by by-law.
At meetings of the Boards of Directors and the Executive Committee a resolution put to the vote of the meeting shall be decided on a show of hands unless a vote by ballot is demanded by at least three members or is considered preferable by the chairperson.
On a show of hands, a declaration by the chairperson that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Society, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
If a vote by ballot is demanded or is considered desirable by the chairperson, it shall be taken in such a manner as the chairperson directs.
ARTICLE XVI – DUTIES OF OFFICERS
The President and the Vice-President(s) shall have the normal duties of those offices and such further duties as may be imposed on them or any of them by by-law, by the Board of Directors or by the Executive Committee.
The Secretary shall keep the records of the Society and send copies of minutes of the meetings of the Boards of Directors and of the Executive Committee to the members of the Board of Directors, or elsewhere as directed by any meeting of the Executive Committee.
The Treasurer shall be responsible for the funds of the Society and see that all receipts are deposited in a Chartered Bank or Credit Union. The Treasurer shall present to the Annual General Meeting a statement duly audited by a chartered accountant of monies received and expended and of the financial position of the Society. He/She shall also present a quarterly statement of receipts and expenses to the Executive Committee. The Treasurer, in co-operation with the President, shall submit to the Board of Directors a budget for the next fiscal year before December 31 st of the current fiscal year.
ARTICLE XVII – AUDITOR
Auditors shall be appointed at each Annual General Meeting.
ARTICLE XVIII – ADDITIONAL BY-LAWS
Notice of intention to amend the by-laws of the Society shall be given in writing to each Active Member and Director of the Society at least thirty days before the Annual or Special General Meeting at which such amendments are to be considered.
ARTICLE XIX – REMOVAL FROM OFFICE
Any one of the President, Secretary, Treasurer or other Officer appointed by the Board of Directors (hereinafter called “Officers”) may be removed from office provided that such removal is approved by a motion passed by at least two-thirds of the votes cast at a meeting of the Board of Directors with all persons voting present in person and further provided that:
a) Notice to introduce such motion shall be sent to each of the Directors and to the Officer concerned not less than twenty-eight days prior to the date of the meeting;
b) The reasons in writing for proposing such motion are available at the office of the Society for review by the Officer concerned and the Directors during the said twenty-eight day period;
c) The Officer concerned is entitled to attend the meeting of the Board of Directors for the purpose of making reasonable representation without interfering with the orderly progress of the meeting.
If the Officer
i) resigns;
ii) receives a notice or otherwise learns of a meeting of Directors called for the purpose of removing him or her from office, or
iii) receives a notice or otherwise learns of a meeting of Directors at which another person is to be appointed or elected to fill his or her office, whether because of his or her resignation or removal for any reason such Officer is entitled to submit to the Society a written statement giving the reasons for his or her resignation or the reasons why he or she opposes any proposed action or resolution.
The Society shall forthwith send a copy of the statement referred to above to every Director entitled to receive special notice of the meeting.
Neither the Society nor any person acting on its behalf incurs any liability by reason only of circulating the Officer's statement in compliance with the above.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
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GANANOQUE & DISTRICT HUMANE SOCIETY
BY-LAW NUMBER TWO
RESPECTING THE BORROWING OF MONEY BY THE SOCIETY
BE IT ENACTED as a by-law of the Society that:
1) the Executive Committee may from time to time borrow money from any Chartered Bank (herein called the "Bank) upon the credit of the Society on cheques, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable; AND may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of the Bank any property of the Society, real or personal, moveable or immoveable, present or future, including book debts, unpaid calls, rights, powers, undertakings, franchises and the Society's own debentures, as security for the fulfilment of any liabilities or obligations, present or future, of the Society to the Bank and may empower the Bank or any person or persons to sell by public or private sale, assign, transfer or convey from time to time any such property; AND may sign, make drawn, accept, endorse, execute and deliver on behalf of and in the name of the Society all such cheques, promissory notes, bills of exchange, drafts, acceptances, orders for the payment of money, warehouse receipts, bills of lading, agreements to give security, assignments, transfers, conveyances, hypothecs, mortgages, pledges, securities and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money and other banking business of the Society.
2) the Executive Committee may authorize any one or more directors, officers, employees or agents of the Society to exercise any of the rights, powers, and authorities conferred by this By-Law upon the Executive Committee.
3) the borrowing of money from the Bank from time to time heretofore under the authority of the Executive Committee of the Society and the giving of security therefore are hereby ratified and confirmed.
4) this By-Law shall continue in force as between the Society and the Bank until a By-Law repealing this By-Law shall have been validly passed and confirmed and a copy thereof, duly certified under the seal of the Society, shall have been delivered to the Bank and receipt thereof acknowledged by the Bank.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
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GANANOQUE & DISTRICT HUMANE SOCIETY
BY-LAW NUMBER THREE
BE IT ENACTED as a by-law of the Gananoque Humane Society as follows:
CONFLICT OF INTEREST
No Director shall benefit financially, either directly or indirectly, by virtue of holding office as a Director of the Society.
A Director may be compensated for travel and other expenses incurred in the course of service as a Director but such expenses shall only be for actual out-of-pocket expenses and shall be supported by vouchers. All such expense claims shall be approved by the Executive Committee.
No firm, corporation or other individual with whom a Director is associated, either directly or indirectly, shall be engaged by the Society to provide any service or supply any goods unless the involvement of the Director in the firm or association is declared and the Director concerned remains at arm's length throughout any such transaction. In particular, no Director may exercise a vote in connection with any decision to allocate such contract, tender or order and shall not participate in any discussion by the Board of Directors or Executive Committee preceding such a decision.
No funds of the Society shall be allocated, granted, loaned or transferred to any other charitable organization, whether incorporated or not, or whether registered as a charity or not, without the specific approval of the Executive Committee or Board of Directors. Any Director who has any connections with such charity or other non-profit group shall declare that involvement and not participate in the discussion or voting that may follow.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
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GANANOQUE & DISTRICT HUMANE SOCIETY
BY-LAW NUMBER FOUR
BE IT ENACTED as a by-law of the Gananoque Humane Society as follows:
INDEMNIFICATION OF THE DIRECTORS & OFFICERS
Every Director or Officer of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society and their heirs, executors and administrators, and estate and effect, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Society, from and against:
a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of the duties of his/her office or in respect of any such liability; and
b) all other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.
DATED this 20th day of March, 1992.
WITNESS the seal of the Corporation.
signed: Carolyn Amo, President; Mary E. McKenzie, Secretary
Amended this 28th day of September, 2021.
Signed collectively by the 2020-2021 GHDS BOD Executives and Directors:
Brittany Smith-Ellerbeck
Kelly Croft
Heidi Mathers
Chun Wang
Michelle Graham
Marie-France Hetu
Dawn Robinson