Museum Bylaw No 5-10
By-Law No. 5-10
Business and Affairs
Preamble and Intent:
Whereas the Board of Directors of the Company incorporated
as Huronia Museum desires to enact a By-Law relating to the transaction of the
Business and Affairs of the Company, therefore be it enacted by the Directors as
This shall be
Huronia Museum and Huron Ouendat Village.
This shall mean all
those persons who have paid a membership fee for the current year or have been
presented with a membership card in recognition of services rendered, whether
for the current year or for life.
The Head Office of
The Museum shall be at such a place in the Town of Midland, in the Province of
Ontario, as the Directors of The Museum shall from time to time decide.
The affairs of The
Museum shall be managed by a Board of nine elected Directors plus one (1)
appointee from the Town of Midland who shall have voting rights. A simple
majority of duly elected Directors shall form a quorum.
A Director shall be
a Member in good standing of The Museum. Any Director appointed by the Board
subsequent to the Annual General Meeting will be a Member in good standing of
The Museum. Museum employees are not eligible to become Directors.
A potential Director
shall be nominated by another Member in good standing. The Directors shall be
elected by the Members present at each Annual General Meeting of The Museum.
Election must be done by paper ballot. Directors shall serve a three (3) year
term. One-third (1/3) of the Directors will retire each year at the Annual
General Meeting, but shall be eligible for re-election if otherwise qualified.
A Director may
vacate his office at any time by written resignation and he or she shall
automatically vacate his office if he or she fails or ceases to qualify under
Subsection 4.2. So long as a quorum of Directors, as defined in Subsection 4.1,
remains in office, any vacancy occurring on the Board may be filled by
appointment of the Board.
“Removal of Directors”
may be removed from office at any time by a resolution passed by at least
two-thirds (2/3) of the votes cast at a General Meeting of The Museum of which
notice specifying the intention to pass such resolution has been given, and any
qualified person may be elected in his stead for the remainder of his/her term
by a majority of the votes cast at such Meeting.
Meetings may be convened by the Chairperson or by any two (2) Directors at any
time and at any place on at least two (2) days’ notice communicated to each
Director and such notice shall be given by the Secretary if so required by the
person or persons convening the Meeting.
Without Notice: Directors’
Meetings may also be held at any time and at any place without formal notice, if
all the Directors are present and notice is waived, or if those absent as well
as present waive notice and consent to the holding of the Meeting. No notice
shall be necessary for the first Meeting of the Board held after its election at
an Annual General Meeting.
At Meetings of the
Board, each Director present shall have one vote on every question and in case
of an equality of votes, the Chairperson of the Meeting shall have a second or
The directors shall
serve as such without remuneration and no director shall directly or indirectly
receive any profit from their positions as such, provided that directors may be
paid reasonable expenses incurred by them in the performance of their duties.
Appointment of Officers”
There shall be a
Chairperson, a Vice-Chairperson, a Secretary and a Treasurer or a
Secretary-Treasurer, and such other Officers as the Board of Directors may from
time to time determine. The Chairperson and the Vice-Chairperson shall be
elected from among the Directors at each first Meeting of the Board of Directors
following its elections by the membership. A vacancy in either office may be
filled at any time in the same manner. All other Officers shall be appointed
from time to time by the Board of Directors and need not be Members of the
Board. One person may hold more than one office except the Offices of
Chairperson and Vice-Chairperson.
The terms of
employment of the Officers shall be fixed from time to time by the Board or by
the Chairperson if so authorized by the Board, but in the absence of express
agreement with the Company, the employment of all Officers shall be during the
pleasure of the Board.
shall be the chief executive officer of The Museum. He or she shall, if present,
preside at the Meetings of The Museum and the Board of Directors; he or she
shall sign all instruments which require his/her signature and perform all
duties incident to the office. He or she shall see that all orders and
resolutions of the Board are carried out; he or she shall sign all deeds or
other formal documents; and shall perform all other duties as are usually
incident to the office of Chairperson of The Museum or are required by the
Directors; he or she shall sign all cheques, drafts, notes and others for the
payment of money.
shall be vested with all the powers and shall perform all the duties of the
Chairperson in the absence or disability or refusal to act of the Chairperson.
He or she shall also have such other powers and duties, if any, as may from time
to time be assigned by the Board.
The Secretary shall
have charge of the Minute Books of The Museum and shall record in such books the
minutes of all Meetings of Directors and Members, and of such other proceedings
as the Board may direct. He or she shall sign with the Chairperson or other
signing Officer or Officers of The Museum such instruments as required.
The Treasurer shall
have the care of all the funds and securities of The Museum and shall have them
deposited in the name of The Museum in such bank or banks or with such
depositary or depositaries as the Board of Directors may direct.
Protection of Directors and Officers:
No Director or
Officer of The Museum shall be liable for the acts, receipts, neglect or default
of any other Director or Officer, or for any loss or damage arising from the
bankruptcy, insolvency or tortuous act of any person with whom any of the
moneys, securities or effects of The Museum shall be deposited, or for any loss
occasioned by any error of judgment or oversight on his part, or for any other
loss, damage or misfortune whatever which shall happen in the execution of the
duties of his/her office or in relation thereto unless the same shall happen
through his/her own dishonesty.
Indemnity of Directors and Officers:
Every Director or Officer of The Museum and his/her heirs,
executors and administrators, and estate and effects, respectively shall from
time to time and at all times, be indemnified and saved harmless out of the
funds of The Museum, and/or Directors’ Liability Insurance from and against:
All costs, charges and expenses whatsoever which such Director or
Officer sustains or incurs in or about any action, suit or proceeding which is
brought, commenced or prosecuted against him/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 office;
All other costs, charges and expenses which he or 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 own willful neglect or default.
The Directors of The Museum shall fix and determine from
time to time the fees and qualifications for membership and the Secretary shall
maintain a Register of Members in good standing. The Directors may make
provision for individual, family, corporate, patron and life members.
Meetings of Members:
The Annual Meeting
of the Members shall be held at The Museum or elsewhere in Midland on such a day
in each year as the Board of Directors or the Chairperson will determine.
Meetings of the Members may be convened by order of a majority of the Board of
Directors at any time at The Museum or any other place in Midland.
Notice of the time
and place of any Annual or Special Meeting and the general nature of the
business to be transacted shall be transmitted to each Member entitled to vote
at the Meeting at least twenty-one (21) days before the date of the Meeting, by
prepaid regular mail addressed to the members address of record with the Museum,
effective on the date of mailing.
At all Meetings at
which a Member is entitled to vote, every Member (whether an individual, family,
corporate, patron or life member) present shall have one vote, on a show of
hands or paper ballot, as the chairperson shall direct, with the exception of
the election of Directors which shall be by paper ballot. At the time of the
election, the Chairperson shall turn control of the meeting over to his
designate. The designate shall then accept the resignation of those Directors
whose term has expired and call for nominations from the floor. A scrutineer
shall be appointed by the Chairperson to monitor the election of Directors. The
scrutineer shall also be responsible for destroying the ballots at the close of
A quorum for any
Meeting of Members shall consist of at least seven (7) Members.
The Chairperson may,
with the consent of any Meeting of Members, adjourn the same from time to time
and no notice of such adjournment need be given to the Members. Any business may
be brought before or dealt with at any adjournment Meeting which might have been
brought before or dealt with at the original Meeting in accordance with the
notice calling the same.
(whether individual, family, corporate, patron or life member) entitled to vote
at a meeting of members may, by means of a proxy, appoint a proxy holder or one
or more alternate proxy holders, who are not required to be members, to attend
and act at the meeting in the manner and to the extent authorized by the proxy
and with the authority conferred by the proxy. A proxy shall be in writing and
executed by the member. Proxies to be used at a meeting must be filed with the
secretary at least 24 hours, excluding Sundays, preceding the opening time of
any meeting or adjourned meeting of members. A proxy shall be acted upon only
if, prior to the 24 hour period specified, it shall have been deposited with the
secretary of the Huronia Museum.
The fiscal year of
The Museum shall be calendar year and shall terminate on the 31st day
of December in each year.
Signing of Cheques
Cheques and other
financial instruments shall be signed by such person or persons that the board
of directors may appoint.
Passage of this By-Law shall render invalid By-Law No. 4-06 passed
2006, and shall render any other previous By-Law regarding Business and Affairs
of The Museum invalid.
Enacted this day of Thursday, September 26th,
Unanimously confirmed by resolution of the Members of The
Museum on the
day of Thursday, September 26th, 2010
Jo-Ann Knicely-Secretary Treasurer