Constitution & By-Laws

The Constitution

CATARAQUI ARCHAEOLOGICAL RESEARCH FOUNDATION

Founded and incorporated 28 March, 1983

As per corporation No. 543364

CONSTITUTION AND BY-LAWS

CONSTITUTION

I. NAME

The name of the organization shall be CATARAQUI ARCHAEOLOGICAL RESEARCH FOUNDATION hereinafter called the Foundation.

II. THE AIMS OF THE FOUNDATION ARE:

To create, foster, and maintain interest in the recognition, investigation and preservation of Ontario’s diminishing historic and pre-historic archaeological resources.

To publish the annual transactions of the Foundation in the form of
An annual report
Biannual Newsletters, for distribution to all members in good standing and other interested parties

To disseminate factual information on archaeology in Canada, with specific emphasis on Ontario and its municipalities by means of:
Public lectures and seminars
Professional papers both for publication and presentation
The maintenance of an archaeological interpretive display and resource centre on the Foundation premises,
Brochures and other publications on specific projects, and
Press releases

To exchange archaeological information with other interested individuals and groups.

To undertake archaeological assessments, planning and research under contractual arrangements with property owners, corporations, municipalities, provincial and federal governments.

To undertake the excavation, analysis and interpretation of material from sites on behalf of the owners of such sites.

To preserve, store, catalogue, and provide curatorial services for artifacts held under contractual agreements with the owners of artifacts.

To participate, in an appropriate way, in civic functions in eastern Ontario designed to perpetuate the memory of the past.

To maintain a professional archaeological staff headed by an Executive Director, to carry out the above aims.

To receive and maintain a fund or funds and to apply from time to time all or part thereof and the income there from for the purpose of undertaking, archaeological research in Eastern Ontario and the above attendant activities.

III. MEMBERSHIP

All persons interested in furthering the aims of the Foundation are eligible for membership. In addition, membership shall be available to other societies, institutions, and organizations with an interest in archaeological activities. Honorary or Life Memberships may be conferred upon Patrons at the discretion of the Board of Directors.

IV. BOARD AND EXECUTIVE

Conduct of the Foundation’s affairs shall be entrusted to a Board of Directors of Twelve plus the past president for a one year term, elected at an Annual General Meeting of the membership as follows:

The Executive:
The President
The Vice-President
The Treasurer
The Past President (one year term)

A further nine Directors, including the Corporate Secretary.

The Foundation’s Executive Director shall be an ex-officio member of the Board but without voting rights.

A minimum of four Board meetings will be held each year.

Quorum: Not fewer than 40% of the Board (i.e. 5) of which three must be members of the Executive. The business of the Foundation will be carried out by the Executive. All Board Members will be kept informed of the Executive’s actions.

V. MEETINGS OF THE MEMBERSHIP

The Foundation may hold meetings of the Membership including;

Annual General Meeting in March (Mandatory)

A Fall meeting

A Winter meeting

Other meetings as opportunity presents. The business portion of all meetings shall be conducted in accordance with the accepted rules of parliamentary procedure. Meetings may also have an educational component prepared by a Board Member or staff on request of the board.

VI. FISCAL YEAR

The Foundation’s fiscal year shall extend from 1 January to 31 December and its accounts shall be audited annually.

VII. BY-LAWS

By-Laws shall be determined as may be required in accordance with the articles of the Constitution. New By-Laws and amendments will be ratified at a general meeting, usually the Annual General Meeting.

VIII. AMENDMENT

The constitution of the Foundation may be amended only upon due notice in writing having been distributed to the membership not less than 30 days prior to the Annual General meeting or such special meeting as may be called to consider the issue. A vote of two-thirds (2/3) of the members present is required to pass the amendment.

IX. DISSOLUTION OF THE FOUNDATION

Any proposal for the dissolution of the Foundation, signed by no less than ten (10) members, shall be sent to the Corporate Secretary at least 60 days prior to the Annual General Meeting at which it is to be discussed and members shall be notified at least 30 days before the Annual General Meeting.

A proposal for dissolution shall not be carried unless at least two-thirds (2/3) of the membership present are in favour of it.

Passed at a General meeting on the 31st day of March, 2010 and sealed with the Corporation seal this 31st day of March, 2010.

J. Fielding R. MacKay

President Corporate Secretary (acting)

The By-Laws

BY-LAW No 1

A by-law relating generally to the transaction of the affairs of

CATARAQUI ARCHAEOLOGICAL RESEARCH FOUNDATION

Founded and incorporated 28 March 1983 as per Ontario

Corporation No 543364

This day 31st March, 2010

BE IT ENACTED as a by-law of CATARAQUI ARCHAEOLOGICAL RESEARCH FOUNDATION as follows:

HEAD OFFICE

1. The Head Office of the foundation shall be in the City of Kingston, in the Province of Ontario, and at such place therein as the directors may from time to time determine.

SEAL

2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Foundation.

INTERPRETATION

3. In these by-laws and in all other by-laws of the Foundation hereafter passed unless the context otherwise requires, words imparting the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

BOARD OF DIRECTORS

4(a). The affairs of the Foundation shall be managed by a board of twelve directors, plus the Past President for a term of one year, each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a member of the Foundation. Directors shall be elected by the members of the foundation at the Annual General Meeting. Directors shall be elected to hold office for a period of three years. The three year periods of service on the board shall be staggered so as to provide continuity of at least eight of the twelve board members following each Annual General Meeting. Retiring Board members shall be eligible for re-election. The election may be by a show of hands unless a ballot be demanded by any member. The Officers of the Foundation, also known as the Executive, may, by resolution passed by at least two-thirds (2/3) of the votes cast at the Annual General Meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

(b) Board Members who have missed three consecutive board meetings without good reason will be sent a letter reviewing their status and, depending on the outcome, a Board Member could be asked to resign from the Board.

MEETINGS, BOARD OF DIRECTORS

5. The quorum for transaction of business is 40% of the board (5).

Except as otherwise required by law, the board of Directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all directors are present and in agreement, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the President or Corporate Secretary on direction of the President, or, by the Corporate Secretary on direction in writing of two Directors. Notice of such meetings shall be delivered by hand, telephoned, or electronically mailed to each director not less than one day before the meeting is to take place. The statutory declaration of the Corporate Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A Directors’ Meeting may also be held, without notice, immediately following the Annual General Meeting of the Foundation. The directors may consider or transact any business either special or general at any meeting of the Board.

VACANCIES, BOARD OF DIRECTORS

6.Vacancies on the Board of Directors, however caused, may, so long as a quorum of directors remains in office, be filled by the Directors from among the members of the Foundation if they shall see fit to do so; otherwise such vacancy shall be filled at the next Annual General Meeting of the members at which the Directors for the ensuing year are elected; but if there is not a quorum of directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. If the number of Directors which constitutes the Board is increased by constitutional amendment, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

VOTING, BOARD OF DIRECTORS

7. Questions arising at any meeting of the directors shall be decided by a majority of votes. In case of an equality of votes, for and against, the President, in addition to his original vote, shall have a second or deciding vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made the vote shall be taken in the usual way by assent or dissent, by a show of hands. A declaration by the President that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution. In absence of the President, his duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose.

POWERS OF THE BOARD

8. The Directors of the Foundation may administer the affairs of the Foundation in all things, form committees both standing and ad hoc, and make or cause to be made for the Foundation, in its name, any kind of contract which the Foundation may lawfully enter into and, save as herein provided, generally, may exercise all such other powers and do all such other acts and things as the Foundation is by its charter or otherwise authorized to exercise and do. The board may delegate signing authority and limits thereto to the Executive and/or Executive Director.

REMUNERATION OF DIRECTORS

9.The Directors shall receive no remuneration for acting as such.

OFFICERS OF THE FOUNDATION

10. There shall be a President, a Vice-President, a Corporate Secretary, and a Treasurer, elected from the members of the Board of Directors at the Annual General Meeting. One person may hold more than one office except the Office of the President. Vacancies in the Officers of the Foundation may be filled by the Board from their membership for confirmation at the next Annual General Meeting

DUTIES OF THE PRESIDENT AND VICE-PRESIDENT

11. The President shall, when present, preside at all meetings of the members of the Foundation and of the Board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Foundation when no Executive Director exists. The President with the Corporate Secretary or other officer appointed by the Board for the purpose shall sign all by-laws. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other Director as the Board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

DUTIES OF THE CORPORATE SECRETARY

12. The Corporate Secretary shall be responsible for the recording of all facts or minutes of all proceedings in the books and electronic files kept for that purpose, either by himself alone or with assistance of staff so assigned as part of their regular duties and duly compensated. He shall give all notices required to be given to members and to Directors, either by himself alone or with assistance of staff so assigned as part of their regular duties and duly compensated. The Seal of the Corporation; and all books, papers, records, correspondence, contracts, and other documents belonging to the foundation shall be held securely by the Corporate Secretary in the head office of the Foundation. The Corporate Secretary is also responsible for membership recruitment for the board, and for organization of the Annual general meeting.

DUTIES OF THE TREASURER

13. The Treasurer, shall ensure that full and accurate accounts of all receipts and disbursements of the Foundation are kept in proper books of account. He shall ensure that all moneys and securities are deposited in the name and to the credit of the Foundation in such bank or banks as may from time to time be designated by the Board of Directors. He shall oversee the disbursements of the funds of the Foundation under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof or whenever required of him, an account of all his transactions as treasurer, and of the financial position of the Foundation. He shall also perform such other duties as may from time to time be determined by the Board of Directors.

DUTIES OF OTHER OFFICERS

14. The duties of all other officers of the Foundation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

EXECUTION OF DOCUMENTS

15. Contracts in the ordinary course of the foundation’s operations may be entered into on behalf of the foundation by the President, Vice-President, Corporate Secretary, Finance Chair/ Treasurer or by any person authorized by the Board. Notwithstanding any provisions to the contrary contained in the by-laws of the foundation, the Board of Directors may at time to time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Foundation may or shall be executed.

BOOKS AND RECORDS

16. The Directors shall see that all necessary books, files, and records of the Foundation required by the by-laws of the foundation or by any applicable statute or law are regularly and properly kept.

GENERAL MEMBERSHIPS

17. Except as provided in sub-paragraph 19, each member in good standing shall be entitled to one vote on each question arising at any special or Annual General Meeting of the members. Each member shall promptly be informed by the Corporate Secretary or designate of his admission as a member.

DUES

18. A schedule of fees for membership shall be published from time to time as required by the Board of Directors.

ANNUAL AND OTHER MEETINGS OF THE MEMBERS

19. The Annual or any other general meeting of the members shall be held at the Head Office of the Foundation or elsewhere in Kingston as the Board of Directors may determine and on such day as the said Directors shall appoint. At every Annual General Meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented, and a Board of Directors including the Officers of the Foundation elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business, either special or general, without any notice thereof at any meeting of the members. The Board of Directors or the President shall have power to call at any time a general meeting of the members of the Foundation. Public notice or advertisement of such members meetings shall be required. For the Annual General Meeting, a minimum of two week’s advance public notice or advertisement shall be required.

VOTING OF MEMBERS

20. Subject to the provisions, if any, contained in the letters patent of the Foundation, at all meetings of members each member of the Foundation shall be entitled to one vote. At all meetings of members every question shall be decided by a majority of the votes of the members present unless otherwise required by the constitution of the Foundation. In case of equity of votes at any general meeting the President shall be entitled to a deciding vote.

FINANCIAL YEAR

21. Unless otherwise ordered by the Board of Directors, the fiscal year of the Foundation shall terminate on the 31st day of December in each year.

INDEMNIFICATION

22. Subject to the limitations contained in the Corporations Act, every Director and every officer of the Foundation and every other person who has undertaken or is about to undertake any liability on behalf of the Foundation or any body corporate controlled by it and his heirs, executors, administrators and other legal personal representatives shall, from time to time, be indemnified and saved harmless by the Foundation from and against:

(a) Any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit, or proceeding that is proposed or commenced against him for or in respect of the execution of the duties of his office; and

(b) All other costs, charges and expenses that he sustains or incurs in respect of the affairs of the Foundation.

Passed by the Board of Directors and sealed with the corporate seal this 24th day of February, 2010

J. Fielding R. MacKay

President Corporate Secretary (acting)