Constitution and Bylaws
The Society’s Constitution and By-laws define all aspects of its functions.
The Manitoba Historical Society was incorporated by an Act to incorporate The Manitoba Historical and Scientific Society passed by the Legislature of the Province of Manitoba assented to on the 25th day of June, 1879, as contained in Chapter 24 of the 1879 Statutes of Manitoba; and was continued in the English and French languages and is governed by the Act.
ARTICLE I – INTERPRETATION
1.01 Interpretation. In this and all other bylaws of the Corporation:
(a) “Act” includes The Manitoba Historical Society Act Chapter 33 of the Statutes of Manitoba 1994, The Manitoba Historical Society Property Act Chapter 21 of the Statutes of Manitoba 1994, and The Corporations Act Chapter 225 of the Continuing Consolidation of the Statutes of Manitoba;
(b) “Affiliated Society” means an independent incorporated or unincorporated association with a formal organizational structure, an identifiable membership, and a primary commitment to furthering Manitoba history or heritage objectives together with an interest in maintaining connections with the Manitoba historical community, that applies for and is accepted as a Member;
(c) “Council”, “Council member” or “member of Council” means respectively the governing Council of the Society referred to in section 5.01 and any of the persons referred to in that section;
(d) “Executive” means the persons referred to in s.10.01;
(e) “Institution” means a non-profit institution, such as a library, academic organization;
(f) “Member” means any class of member holding a current membership in the Society;
(g) “Society” means The Manitoba Historical Society.
1.02 Gender and Number. Words implying the singular include the plural and vice versa; words implying gender include all genders;
1.03 Statute References. When any statute is referred to, the reference is to that statute as amended or replaced from time to time.
ARTICLE II – OBJECTS OF THE SOCIETY
2.01 Objects. The objects of the Society are:
(a) To foster the preservation of property relevant to an appreciation of the history of Manitoba;
(b) To encourage research and publications relating to the history of Manitoba;
(c) To promote and encourage public interest in Manitoba and Canadian history; and
(d) To assist in the formation and activities of local historical societies in furthering the objectives of the Society throughout Manitoba.
ARTICLE III – REGISTERED OFFICE
3.01 The Society’s registered office shall be in such place in the Province of Manitoba as Council may determine.
ARTICLE IV – MEMBERSHIP
4.01 Classification of Members. Full membership in the Society is open to any person, corporation or organization that supports the objects of the Society, completes a membership application where required, pays the applicable membership fee, and qualifies as one of the following classes of member:
(a) Honorary Member. A person appointed by Council in recognition of having made a significant contribution to the Society and who is not required to pay membership fees;
(b) Affiliated Society. An Affiliated Society;
(c) Corporate. A corporation;
(d) Institution. An Institution
(e) Regular Member/Family Member An individual person or, where Council has made and continues a provision for Families, one of the individual persons who qualify as part of a Family;
(f) Life Members. A person who qualified as a Life Member prior to May 1, 2015.
(g) Youth/Student Member. An individual person who is enrolled as a full-time student at a recognized high school or post-secondary educational institution; and each Member who is not an individual member shall name and maintain a designated representative.
4.02 Rules and Regulations. All Members shall be bound by, observe and comply with the Constitution and all bylaws, policies, rules and regulations of the Society.
ARTICLE V – THE COUNCIL
5.01 Council. The Council shall consist of the following:
(a) The officers elected or appointed under s.7.01 or s. 7.04 and;
(b) Not fewer than ten (10) and not more than fifteen (15) elected Members or designated representatives of a Member.
5.02 Powers of Council. The Council shall be responsible for the general management and supervision of the affairs of the Society.
5.03 Qualifications of Members of Council. Subject to the Constitution, any individual person is qualified to be nominated and elected a member of Council, who:
(a) is a Regular Member, Youth/Student Member, or the designated representative of any Affiliated Society, Corporation, or Institution who is not an individual person, in good standing;
(b) is residing in Manitoba;
(c) has not been declared incapable or have the status of a bankrupt;
(d) is, at the time of election or appointment to Council, at least eighteen (18) years of age; and
(e) is not an employee of the Society.
5.04 Conflict of Interest. No person shall be disqualified from Council if the person is interested in or participates in, either directly or indirectly, in the profits of any contract or arrangement made or proposed by the Society, provided the person complies with the conflict of interest policies of the Society. Any absence of a person during discussion or voting on a proposed contract or arrangement in which that person is interested shall not result in the loss of any quorum.
5.05 Remuneration. Council members shall not be entitled to any remuneration, but they shall be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Society.
ARTICLE VI – MEETINGS OF EXECUTIVE AND COUNCIL
6.01 Frequency of Meetings. The Council shall meet a minimum of five (5) times a year.
6.02 Calling of Meetings. A meeting of the Council may be convened by the President or the Vice-President or by the Secretary at the request of any three members of Council.
6.03 Notice. Notices of meetings shall be given at least three (3) clear days before the day of an Executive meeting and at least seven (7) days before a Council meeting.
6.04 Participation. A member of Council may participate in a meeting of Council by telephone in a way that permits all persons to hear each other, and a member so participating shall be deemed to be present at the meeting.
6.05 Voting. In the case of an equality of votes, the Chair of the meeting shall not have a second or casting vote and the vote declared lost.
6.06 Quorum. One-third of the members of Council shall constitute a quorum for the transaction of business.
6.07 Vacancies. The Council may appoint a Member to fill any vacancy in Council.
6.08 Rules of Order. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and not inconsistent with this Constitution and any special rules or order the Society may adopt.
ARTICLE VII – OFFICERS
7.01 Officers. The officers of the Society shall consist of the President, Vice-President, Secretary, Treasurer and a Past President (having resort first to the immediate Past President and if not, then resorting to the next preceding Past President until a Past President is available.)
7.02 Term. The officers shall take office immediately following their election by the Members or appointment and shall hold office until the next annual meeting or until successors have been duly elected or appointed by Council.
7.03 Duties of Officers. The officers shall have the duties pertaining to their respective offices as follows:
President. This officer shall be the chief executive officer of the Society. It shall be the duty of the President, when present, to preside at all meetings of the Society. The President shall be an ex officio member of all committees and shall freely consult with and advise the other officers of the Society in or about the performance of their duties, and shall at each Council meeting report on all business receiving attention by the executive committee since the last meeting of Council.
Vice-President. This officer shall assist the President, and in the case of absence or disability, act in the place of the President, and carry out such other duties as Council may assign.
Secretary. This officer shall cause to be made a true and accurate record of all business transacted at all Executive, Council and general meetings of the Society, and shall cause to be preserved all corporate records of the Society; and shall ensure a timely circulation of all minutes.
Treasurer. This officer shall oversee the financial affairs of the Society and report thereon to the Council. This includes the following duties and responsibilities:
- oversee the accurate and timely recording of transactions in the books and records of the Society
- report to the Executive and Council on a regular basis the financial status of the Society
- oversee the preparation and presentation of an annual budget
- perform other duties as Council may assign.
Past President. This officer shall assist the Executive in continuing the activities of the Society in a manner consistent with the objects of the Society.
7.04 Vacancies. If any of the above offices shall become vacant, Council may appoint a member of Council to fill the vacancy for the unexpired term.
ARTICLE VIII – MEETINGS OF MEMBERS
8.01 Annual General Meeting. The Annual General Meeting of the Members shall be held in Manitoba on a day and at a place as Council may determine to:
(a) Receive and consider the Society’s financial statements for the previous fiscal year;
(b) Elect Council Members;
(c) Elect Officers;
(d) Appoint auditors or resolve not to appoint an auditor but appoint an accountant or other person to carry out a financial review;
(e) Consider such other business as may properly be brought before the meeting.
8.02 Special General Meetings. A Special General Meeting shall be called, on such day and at such place as shall be determined, and with such notice as may be reasonable, by the President or Vice-President, or upon the written request to the Secretary of not fewer than 15 Members of the Society specifying the nature of the business to be transacted at the meeting. Unless the Special General Meeting is called by direction of Council, no business other than that stated in the written request to the Secretary shall be transacted.
8.03 Notice for Annual General and Special General Meetings. Members shall be given notice by mail or electronic means specifying the place, the day and hour of the meeting and the general nature of the business to be transacted, not fewer than 21 days nor more than 50 days before the day of the meeting, to the last known electronic or mailing address recorded in the Society’s books. Meetings, or proceedings at meetings, shall not be invalidated by the accidental omission of notice to any Member.
8.04 Quorum. The quorum at any Annual or Special General Meeting shall be 20 Members of the Society.
8.05 Voting. At every meeting of Members,
(a) All questions or resolutions shall be decided by a show of hands unless, before or upon the declaration of the result of the show of hands, a demand be made by at least four (4) Members present and eligible to vote that a vote be by secret ballot.
(b) Every Member shall have one vote only and only Members or their designated representatives in the case of Members who are not individuals, who are present, may vote. In the case of an equality of votes, the Chairman of the meeting shall not have a second or casting vote.
8.06 Election. The members of Council shall be elected by the Members and shall retire in rotation. Upon adoption of this by-law all current members of Council except those whose terms are expiring shall be deemed to have been elected to Council for a term equal to their respective unexpired terms. Members shall elect persons to fill Council vacancies having an unexpired term of less than three years and shall elect persons to fill vacancies arising from the expiration of three year terms and each person so elected shall hold office for a term of three (3) years or in the case of election to complete an unexpired term, for the unexpired term, and in any case until a successor is elected or appointed. In elections, the number of directors to be elected shall as closely as possible adhere to the principle that one-third of the elected members of Council have been elected for terms of three years.
8.07 Attendance at Council meetings. Any elected Council member who fails to attend three or more consecutive meetings of Council without reasonable cause may be removed by a simple majority vote of Council members, at a regular meeting of Council.
ARTICLE IX – COMMITTEES
9.01 Standing Committees. The following standing committees of the Council are established and shall be respectively chaired by Members as follows:
|Chairperson / Liaison
|(b) Finance and Budget
9.02 Other Committees. The Council may establish other committees (e.g.. Fund Raising) from time to time as it may deem necessary or advisable and shall prescribe their duties. Each Council member shall be a member of at least one committee to ensure liaison between the committees and Council.
9.03 Terms of Reference. The Standing Committees shall be guided by the terms of reference and policies established from time to time by Council, and are obliged to regularly report to Council.
9.04 Term. The appointment of a member of Council to a Standing Committee shall be until the first Council meeting following the next annual meeting.
9.05 Quorum. The quorum for all committees shall be three members of the respective committee.
9.06 Notice. Committee Meetings may be convened by the Chair, upon reasonable notice to each committee member.
9.07 Expenditures. No expenditures shall be made nor any liability incurred by any Committee unless there is a specific budget item for such expenditure, or the Executive Committee or Council has approved the expenditure.
ARTICLE X – EXECUTIVE COMMITTEE
10.01 Executive Committee. The Executive Committee shall be nominated each year and shall consist of the elected officers, and a Past President. Council has authority to add up to two Members at Large when it finds this is necessary for the efficient functioning of the Executive Committee.
10.02 Authority. Subject to ratification by Council, the Executive Committee shall possess and may exercise all of the powers of Council in the management of the business and affairs of the Society between meetings of the Council and is vested with the authority necessary to carry out Council’s policies and decisions.
10.03 Minutes. The Executive Committee shall keep regular minutes of its proceedings and cause them to be recorded in books kept for that purpose. The Executive Committee shall report to the Council through the President on all business before it since the last Council meeting.
ARTICLE XI – NOMINATING COMMITTEE
11.01 Nominating Committee. The Council will appoint a Nominating Committee in advance of the Annual Meeting. The Nominating Committee shall consist of a Past President, as Chair, and at least three (3) Members appointed by Council, of whom at least one should be a member of Council.
11.02 Duties. The Nominating Committee shall consider nominations for Executive and Council, and the report, where possible, shall accompany the notice for the Annual General Meeting.
11.03 Nominations. Members of the Executive and Council may be renominated for an additional term.
ARTICLE XII – STAFF
12.01 Employees/Consultants. Council may engage employees or consultants to fill such positions or to carry out such duties with such title and for such remuneration as the Executive Committee shall determine and as Council shall approve.
ARTICLE XIII – GENERAL
13.01 Indemnification of Council Members. Except as otherwise provided in Section 119 of The Corporations Act, each member of Council and officer of the Society, former member of Council or officer, who has acted honestly and in good faith as such, and their heirs and legal representatives shall be indemnified against all costs, charges and expenses reasonably incurred in respect of any proceeding to which such person is made a party by reason of being or having been a member of Council or officer of the Society.
13.02 Fiscal Year. The fiscal year of the Society shall terminate on the 31st day of March in each year or on such other date as Council may from time to time determine.
13.03 Signing Authorities. Any two officers may sign contracts, documents, or instruments in writing requiring the signature of the Society. Council may from time to time by resolution appoint any officer or officers or any other person or persons on behalf of the Society to sign specific contracts or documents or instruments in writing.
13.04 Banking. The banking business of the Society, or any part thereof, may be transacted with such financial institution as Council may from time to time determine and with such signing authorities for the making, signing, drawing, accepting, endorsing, depositing and dealing with receipts and disbursements of the Society as determined under existing banking rules.
ARTICLE XIV – AMENDMENT TO THE CONSTITUTION
14.01 Amendment. The Constitution and Bylaws may be amended by Council and presented to the Members at any Annual or Special general meeting of the Members for ratification, with or without amendment, by a two-thirds (2/3) majority vote of the Members of the Society present.
ARTICLE XV – DISSOLUTION
15.01 Dissolution. If, upon a winding-up or dissolution of the Society, there remains, after payment of debts and liabilities, any property, it shall not be paid to or distributed to Members, but shall be given or transferred to some other registered charity or charities as defined by the Income Tax Act (Canada), in Manitoba, such charity as determined by the Members at about the time of winding-up or dissolution or in default thereof by a Judge of the Court of Queen’s Bench who may have acquired jurisdiction over the matter.
ARTICLE XVI REPEAL
16.01 Repeal. Effective as of the date of enactment, all previous versions of the constitution of the Society are repealed.
Enacted by Council on the 23rd day of April, 2015 and ratified by the Members on the 6th day of June, 2015.
Harry Duckworth, President
Jane Fudge, Secretary