Constitution

Constitution & By-Laws of the Nova Scotia Archaeology Society

Constitution

  1. Name
  2. Objectives
  3. Membership (fees, fiscal year)
  4. Meetings
  5. Board of Directors
  6. Accounts
  7. Constitutional Amendments
  8. Rules of Order
  9. Publications
  10. Artefact Repository
  11. Language
  12. Dissolution
  13. Society Symbols
  1. Name
    1. The society shall be called the Nova Scotia Archaeology Society (Société archéologique de la Nouvelle-Ecosse).
  1. Objectives
    The objectives of the society are:
    1. To bring together individuals interested in the study and promotion of archaeology.
    2. To stimulate interest in the study of archaeology, particularly as it relates to all ethnic cultures of Nova Scotia, and to work for the general advancement of archaeology among the public.
    3. To provide a mechanism for the recording of Nova Scotia sites known to non-professionals, and to assist in the location and recording of new sites.
    4. To provide a means for the exchange of information among professionals and amateurs.
    5. To encourage the preservation of archaeological sites and to promote public awareness of the need to protect our archaeological heritage.
    6. To disseminate knowledge through the publication of reports and newsletters and through public programmes.
    7. To promote the establishment of chapters throughout the province.
    8. To establish an association with other organizations sharing similar or related objectives, including all levels of government and the public.
  1. Membership
    1. Membership in the Society is open to all persons endorsing the objectives of the Society, and upon payment of an annual fee.
    2. Fee rates for membership shall be set each year at the Annual General Meeting by a simple majority of those attending, providing they form a quorum. Membership categories for fee structure shall be as follows:
      1. Individual
      2. Family
      3. Student
      4. Senior Citizen
      5. Institution
      6. Class (Secondary School)

The annual fee shall be due upon joining. Membership lapses after November 15 if dues are not paid.

    1. Membership entitles the individual to attend all Society functions, vote on Society matters and hold office. The secondary school class membership entitles one individual from its membership to Vote and hold off ice.
    2. The Board of Directors has the right to refuse or revoke membership should the conduct of an individual be considered contrary to the objectives of the Society. Refusal or revocation will occur by written notice. A person whose membership is refused or revoked may give a written complaint to the Society. The matter will then be decided by vote of the general membership at the next meeting. The complainant may speak to the meeting but not vote.
    3. Guests may be invited by members, subject to approval of the individual in charge of the particular function. No guest may be invited more than twice in a fiscal year.
    4. The fiscal year and the membership year for the Society shall be June 1 to May 31.
  1. Meetings
    1. Meetings shall be held monthly at a regular interval, time and place, except during the months of June to August.
    2. An Annual General Meeting shall be held in May. Activities shall include:
      1. presentation of the minutes of the previous A.G.M.
      2. annual reports of the members of the Board
      3. a financial report
      4. elections to the new Board

Special business may then be discussed.

    1. Meetings shall be chaired by the President of the Society or any other member of the Board if requested by the President.
    2. Members shall be notified by newsletter of a proposed schedule of activities during the year. Notice of unscheduled activities will be given by special newsletter or, if time is limited, by telephone.
    3. Matters requiring a vote by the membership shall be decided by a simple majority of those attending the meeting, provided a quorum is present. The quorum shall be ten (10) members or fifty-one percent (51%) of the membership, whichever is the lesser. The Chair of the meeting shall not vote unless a tie is reached. The Chair shall then cast the deciding vote.
    4. A special general meeting of the Society shall be called by the President at the request, in writing, of at least six (6) members of the Society. This shall be within 30 days of receiving the request.
  1. Board of Directors
    1. The Board of Directors shall consist of an Executive Committee, five additional Directors and the Past President. The Past President shall receive the position automatically; four of the five additional Directors shall be selected from the membership each year at the Annual General Meeting, through nomination, and elected by a simple majority of members present, provided they form a quorum; and the fifth additional Director shall be appointed by the Board of Directors from time to time. The term of office shall extend from the adjournment of the Annual General Meeting until the adjournment of the following Annual General Meeting.
    2. The Executive Committee shall consist of:
      1. The President
      2. The Vice-President
      3. The Secretary
      4. The Treasurer
    1. The Board shall manage the affairs of the organization, and may exercise and make expenditures, establish and delegate any of their powers to committees, and take such action as may be necessary to further the objectives of the Society. Meetings of the Board may be called at any time by the President either upon his/her initiative or at the request of other Board members and shall occur at least twice during a term of office. The quorum for Board meetings shall be at least four voting members, including the President or Vice President.
    2. The duties of the President shall be as follows: to chair meetings; to develop the meeting program; to delegate authority where necessary; and to represent the Society to the public, official agencies and the media.
    3. The duties of the Vice-President shall be as follows: to assume the duties of the President in his/her absence, and to be responsible for membership.
    4. The duties of the Secretary shall be as follows: to keep minutes at all Board and general Society meetings, and to perform related administrative duties.
    5. The duties of the Treasurer shall be as follows: to keep a record of the Society’s financial affairs; to collect annual membership subscriptions and any other sources of income; and to prepare an annual budget. There shall be two (2) signing officers for any Society expenses. These shall be the Treasurer and the President unless otherwise specified by the President.
    6. The duties of the other members of the Board shall be to provide support for the Executive Committee and to serve oil special committees as the requirement arises.
    7. An Editor shall be selected by the Board from among the membership at the first opportunity following election. The Editor shall be responsible for producing a newsletter at least (3) times per fiscal year, and for overseeing the production of special publications. The Editor shall sit on Board meetings as often as required.
    8. An Archivist shall be selected by the Board from among the membership at the first opportunity following election. The Archivist shall be responsible for keeping all the records, reports, newspaper clippings, etc. in good order for future reference.
    9. No Society member may occupy the position on the Executive Committee for more than two consecutive years.
    10. In the event of the resignation of a Board member before the end of the term of office, a replacement shall be elected at the next Society meeting, except for the position of Past President which would remain empty.
    11. A Board member shall resign if asked to by two-thirds (2/3) of the members present at a Society meeting, provided they form a quorum.
  1. Accounts
    1. Society funds shall be held in a bank account, requiring the signatures of two designated Board members for access. Either official name of the Society (see Section A.1.) shall be valid for financial transactions.
    2. The Treasurer shall make a written report to members as to the financial position of the Society and the report shall contain a balance sheet and operating account. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, signed by an auditor or two members of the Board, shall be filed with the Registrar of Joint Stock Companies within fourteen (14) days after the Annual General Meeting in each year.
  1. Constitutional Amendments
    1. Proposed additions or amendments to the constitution must be submitted in written form to the membership at least two months before an Annual General Meeting.
    2. Amendments or additions shall be passed by the consent of two thirds (2/3) of the members present at the Annual General Meeting, provided they form a quorum.
  1. Rules of Order
    1. The rules of order shall be governed by the Constitution, and by Robert’s Manual of Parliamentary Procedure on Rules of Order, when not in conflict therewith.
    2. In the event of a dispute with respect to the interpretation of these rules, the Chair’s decision shall be final.
  1. Publications
    1. The Society shall seek to publish from time to time the results of research undertaken by the Society or appropriate manuscripts submitted by Society members.
    2. A newsletter shall be published three (3) times per fiscal year. Every member shall receive a copy as part of their rights of membership.
  1. Artifact Repository
    1. All artifacts recovered by the Society or donated to the same are subject to the terms of appropriate provincial and federal legislation and shall be deposited in a suitable repository, subject to that legislation.
  1. Language
    1. The Society shall be officially recognized by its English and/or French name as listed in Section A.1.
    2. The general operating language of the Society shall be English. However, at any meeting, members may address the Society in either English or French. Submissions for publication may also be Made in either language, or in any other language approved by the Board of Directors. Translations will not generally be provided.
    3. The constitution shall be made available in English and French.
  1. Dissolution
    1. In the event that operations of the Society are terminated or dissolved, and there remains at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable or non-profit organization in Canada having objectives similar to those of the Society.
    2. No member of the Society shall be entitled to any of the assets of the Society as a result of its dissolution.
  1. Society Symbols
    1. Use of the name and logo of the Society for any official purpose shall require the consent of the Board of Directors.
    2. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.

By-Laws of the Nova Scotia Archaeology Society

  1. In these by-laws unless there be something in the subject or context inconsistent there within
  2. “Society” means the Nova Scotia Archaeology Society.
  3. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
    1. “Special Resolution” means a resolution passed by not less than two-thirds of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

Membership

  1. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none other, shall be members of the Society, and their names shall be entered in the Register of Members accordingly.
  2. For the purposes of registration, the number of members of the Society is unlimited.
  3. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold any office, but there shall be no proxy voting.
  4. Membership in the Society shall not be transferable.
  5. The following shall be admitted to membership in the Society: any individual who or institution which upholds the objectives of the Society and contributes to the support of the Society an amount to be determined annually at the General Meeting.
  6. No formal admission to membership shall be required and the entry of the name and address of any organization or individual in the Registrar of Members by the Vice-President shall constitute an admission to membership in the Society.
  1. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he/she resigns his/her membership, or if he/she is three (3) months in arrears and his/her membership is revoked with written notice.

Fiscal Year

  1. The fiscal year of the Society shall be the period from June 1 in any year to May 31 in the year next following.

Meetings

    1. Meetings shall be held monthly at a regular interval, time and place, except during the months of June to August.
    2. The Annual General Meeting of the Society shall be held in May.
    3. An extraordinary general meeting of the Society may be call by the President or by the directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five percent (25%) in number of the members of the Society.
  1. Fourteen days notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members. Notice shall be given in writing and by sending it through the post in a prepaid letter addressed to each member at his/her last known address. Notice shall be deemed to have been given on the fourth day after day on which the letter containing the same was placed in the post office. In proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting. If postal service is not available at the time notice is required to be given, then notice shall be given by whatever means the Board of Directors deems to be expedient.
  2. At each Annual General Meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
    1. Minutes of preceding Annual General Meeting;
    2. Consideration of the annual report of the directors;
    3. Consideration of the financial statements, including the balance sheet and operating statement and the report of the auditors thereon;
    4. Election of directors for the ensuing year
      • The appointment of an auditor or auditors may be dealt with and deemed to be ordinary business. All other business transacted at the Annual General Meeting shall be deemed to be special business and all business that is transacted at a special general meeting shall be deemed to be special business
      • No business shall be transacted at any meeting of the Society unless a quorum of members is present, at the commencement of such business and such quorum shall consist of ten members or fifty-one percent (51%) of the membership, whichever is the lesser.
      • If within one-half hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
        1. The President of the Society shall preside as Chair at every general meeting of the Society
        2. If there is no President or if at any meeting he/she is not present at the time of holding the same, the Vice-President shall preside as Chair;
        3. If there is no President or Vice-President, or if at any meeting neither the President nor the Vice-President nor any other Board member is present at the holding of the same, the members present shall choose someone of their number to be Chair.
      • The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he/she shall have a casting vote.
      • The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
      • At any meeting, unless a poll is demanded by at least three members, a declaration by the Chair that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.
      • If a poll is deemed in manner aforesaid, the same shall be such manner as the Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
      • Robert’s Rues of Order shall apply to all meetings. In the event of a dispute with respect to the interpretation of these rules, the Chair’s decision shall be final.

Votes of Members

  1. Every individual member shall have one vote and each Institutional membership shall have one vote.

Directors

    1. Unless otherwise determined by general meeting, the number of Directors shall be nine, including the Executive Committee, four additional elected Directors and a Past-President. The subscribers to the Memorandum of Association shall be the first Directors of the Society.
    2. Any member of the Society shall be eligible to be elected a Director of the Society.
    3. Directors shall be elected by the members at each Annual General Meeting of the Society.
    4. The Board of Directors, including the Executive Committee, shall retire from office at the end of the fiscal year. The new Board, elected at the spring Annual General Meeting, shall begin its term of office with the start of the next fiscal year. Retiring Directors shall be eligible for re-election.
    5. In the event that a Director resigns his/her office or ceases to be a member of the Society, whereupon his/her office as Director shall ipso facto be vacated. The vacancy thereby created shall be filled by election at the next Society meeting.
    6. The Society may, by special resolution, remove any Director before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall hold office during such time only as the Director in whose place he/she is appointed would have held office if he/she had not been removed.
    7. Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the President. A meeting of the Directors may be held at the close of every Annual General Meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.
    8. No business shall be transacted at any meeting of the Board of Directors unless at least four of the Directors are present at the commencement of such business.
    9. The President or in his/her absence, the Vice-President or, in the absence of both of them, any Director appointed from among those directors present shall preside as Chair at meetings of the Board.
    10. The Chair shall vote only in the case of an equality of votes.

Powers of Directors

    1. The management of the activities of the Society shall be vested in the Directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the Directors shall have power to engage a coordinator and to determine his/her duties and responsibilities and his/her remuneration. The Directors may appoint an executive committee, consisting of the officers and such other persons as the directors decide.

Officers

    1. The officers of the Society shall be a President, a Vice-President, a treasurer and a secretary. The officers shall constitute an executive committee, and shall be part of the Board of Directors.
    2. The members shall elect one of their number to be the President of the Society. The President shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him/her by the members from time to time.
    3. The members shall elect from their number a Vice-President. The Vice-President shall, at the request of the membership and subject to its directions, perform the duties of the President during the absence, illness or incapacity of the President,or during such period as the President may request him/her to do so.
    4. There shall be a Secretary of the Society who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him/her by the members. The members shall elect the Secretary and also a treasurer of the Society from their number.
      • If necessary, the Directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws, be deemed to be the Secretary.

Audit of Accounts

    1. The Society may appoint an auditor at its Annual General Meeting and on failure of the members to appoint an auditor the Directors may do so.
    2. The Treasurer shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account, The balance sheet shall be a full and fair balance sheet containing the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society’s affairs, and such report shall be read at the Annual General Meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the Annual General Meeting in each year, as required by law.

By-Law Amendments

    1. The Society has power to repeal or amend any of these by-laws by a resolution passed in the following manner:

Proposed repeals, additions or amendment to the by-laws, must be submitted in written form to the membership at least two months before an Annual General Meeting. Proposed changes shall be passed by the consent of two-thirds of the members present at the Annual General Meeting, provided they form a quorum.

Miscellaneous

  1. The Society shall file with the Registrar with its Annual Statement a list of its Directors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of Directors, notify the Registrar of the change.
  2. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
  3. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
  4. Preparation of minutes and custody of the minutes of all the meetings of the Society and of the Board of Directors shall be the responsibility of the Secretary.
  5. Preparation of books and records and custody of books and records of the Society shall be the responsibility of the Treasurer.
  6. The books and records of the Society may be inspected by any member at a reasonable time within two days prior to the Annual General Meeting at the registered office of the Society.
  7. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the President or the Vice-President and the Treasurer, or otherwise as prescribed by resolution of the Board of Directors.
  8. The borrowing powers of the Society may be exercised by special resolution of the members.