THUNDER BAY FIELD NATURALISTS CLUB, Inc.
Revised Club By-laws approved by General Membership January 24, 2022
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The following definitions shall apply to all Club By-laws.
1.1- “Act” means the Corporations Act of Ontario. RSO 1990 Ch. 38, as amended 2010 and following.
1.2- “Board” and “Director” refers to the Board of Directors of the Club and any member of the Board.
1.3- “By-laws” means these and any other By-laws of the Club.
1.4- “Constitution” refers to the Club’s “Letters Patent” as set out in our incorporation.
1.5- “Club” means the Thunder Bay Field Naturalists Club.
1.6- “Meeting” includes regularly scheduled general meetings of the Club, and any special, annual, or Board of Directors meetings.
1.7- “Members” are persons who hold current membership in the Club, and are collectively the ‘shareholders’ of the Club.
1.8- The words “He” and “She” shall be considered gender neutral.
2. CLUB MEMBERSHIP
2.1- Membership shall be open to all persons interested in nature and the environment.
2.2- Club memberships are not transferable, nor are dues refundable.
2.3- The fee for annual memberships shall be determined by a two-thirds majority vote of members in attendance at a general Meeting, after due notice of a change in fees given by the Board of Directors at least a month in advance. Any changes shall take place in the calendar year following.
2.4- There shall be six (6) classes of membership. All Members 18 years of age or older are eligible to vote and hold office.
2.4.1- Individual – Persons over the age of 18 years.
2.4.2- Family – Members of the same immediate family residing at the same address.
2.4.3- Senior – Persons aged 65 years and older.
2.4.4- Life- Persons over 18 years who have paid a sum of money as determined by the Board in lieu of annual dues.
2.4.5- Honorary Life- Persons who are named by the Board in recognition of outstanding service to the Club. They are not required to pay annual dues, and are entitled to vote and hold office.
2.4.6- Persons under the age of 25. They can receive free membership by submitting a completed membership application form to the membership secretary.
2.4.7- Receiving the quarterly Club publication, Nature Northwest, and member access to the website are benefits of membership.
2.5- The Club membership list is considered confidential, and shall not be sold or otherwise provided for any other purpose, except as required for Club use.
2.6- An individual serving on a club committee or as a representative of the club on an external committee or acting on behalf of the club shall be a member in good standing of the club.
3. BOARD OF DIRECTORS
3.1- The affairs of the Club shall be managed by a Board of Directors, up to a maximum of eleven Directors. Election of new members by the general membership occurs at the January meeting. Directors must be 18 years of age or older, and be and remain during their term, a Member of the Club. Each newly elected Director is expected to serve a two-year term that can be renewed only once.
3.2- The first meeting of a new Board of Directors shall take place at the call of the retiring President, and regular monthly meetings shall be held at the pleasure of the Board. Retiring Directors are invited to attend the first meeting of the new Board to facilitate the orderly transfer of responsibilities.
3.3- The Board of Directors shall select from among themselves or appoint persons to fill the positions of President, Vice-President, Secretary, and Treasurer where the President and Vice-President must be elected Directors. They become the Officers of the Club and are responsible for its day-to-day operations.
3.3.1- Other Directors shall take responsibility for activities of the Club, including representation on Committees as determined at the first meeting of a new Board of Directors.
3.4- Officers are authorized to sign official documents of the Club. Any two signatures of Officers shall have the power to bind the Club. Other Club Members may be afforded signing authority by the Board, for specific purposes and periods of time.
3.5- The retiring President shall, if that person accepts, be named a Director and Past President.
3.6- A Director may resign from the Board by written notice. The Board shall have the power to name a successor for the balance of the calendar year. A Director ceases to hold office if he is declared to be bankrupt or is removed from office by a two-thirds majority vote of Members at a meeting called for that purpose.
3.7- A Director who is absent from three successive Board meetings without providing reasonable cause may be considered as having resigned from the Board.
3.8- Any Director who believes that he may have a conflict of interest – financially or morally – with a matter to come before the Board, shall immediately identify to the Board such believed conflict, and refrain from entering into discussion or vote on such matter. The Secretary shall record in the Minutes the declared conflict. The Board should refer to the more comprehensive policy regarding “conflict of interest.”
3.9- Directors shall serve without remuneration, except that the Board may approve payment of out-of- pocket expenses to Directors for assigned duties when valid receipts are presented.
4. MEETINGS OF MEMBERS
4.1- Regular meetings of the general membership of the Club shall be held monthly in the City of Thunder Bay, at a time and place so advertised in the Club Newsletter, during the months of September, October, November, January, February, March, and April. The February meeting may be designated as a ‘Dinner’ meeting.
4.2- The January Meeting shall be the Annual Meeting as required by the Act. The annual reports of committees shall be received and any new Director of the Board and/or renewal of a Director to a second term shall be determined by majority vote of the membership represented at that meeting. The new Officers of the Club shall be presented to the membership.
4.3- Special Membership meetings may be called by any two Directors, with the approval of the Board, providing two week’s notice is given to all Members, with the reason for the Meeting provided.
4.4- The President, or in his absence the Vice-President, shall Chair general Membership Meetings. The Secretary, or an acting secretary, shall record the proceedings of such Meetings.
4.5- Field Trips conducted by authority of the Club shall be led by Board approved persons. At all times safety shall be of uppermost importance. Participants need not be members of the Club. Children under 18 years of age must be under the personal control of a parent or guardian or a waiver must be signed by a parent or legal guardian following full disclosure of information about the trip to this person by the Field Trip leader. All participants will be required to sign a waiver that relieves the Club of personal liability.
4.6- A member may participate in a general meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Board of Directors has deemed the meeting will be conducted wholly by that means. A member participating by such means is deemed to be present at that meeting.
5. CONDUCT OF MEETINGS
5.1- All Meetings of the Club shall be conducted in accordance with normal parliamentary procedure. “Roberts Rules of Order” may be cited as a reference.
5.2- Six Directors shall form a quorum at a Board meeting, and twenty-five members shall form a quorum at a general Meeting.
5.3- Voting on resolutions shall normally be by show of hands of those Members present. A simple majority, except as required elsewhere in these By-laws, shall rule. Each eligible Member shall have one vote.
5.3.1- The Chair of a Meeting may request that a ‘motion’ or ‘resolution’ proposed by a Member be in writing and signed by the ‘mover’ and ‘seconder.’
5.3.2- All motions or resolutions must be seconded before debate is allowed.
5.3.3- At Board meetings, a recorded vote may be requested by a Director. Any two Directors may request a secret ballot vote on a resolution. A Director may, upon request, be recorded as being against a resolution.
5.3.4 – At directors’ meetings each director personally present, or present via telephone conference or videoconference, shall be entitled to one vote.
5.3.5 – A resolution in writing signed by all directors, or confirmed by means of electronic mail by all directors, shall be as valid and effectual as if it had been passed at a meeting of directors duly called and constituted.
5.3.6- A member may participate in a general meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A member participating by such means is deemed to be present at that meeting.
6. CONDUCT OF BUSINESS
6.1- The Head Office of the Club shall be located in Thunder Bay, Ontario. Where a postal box address is unacceptable, the resident address of the President or Secretary may be listed.
6.2- The financial year of the Club shall be the calendar year.
6.3- Banking and financial transactions shall be conducted with institutions satisfactory to the Board.
6.4- All monies are payable only to the “Thunder Bay Field Naturalists Club”. Some payments and charitable donations may be directed to or for a specific purpose. Only the Treasurer shall have the authority to issue and sign charitable donation receipts.
6.5- Authority for the purchase or acquisition of any service or asset shall be vested in the Board.
6.6- The records of the Club shall be maintained in accordance with Part 7 of the Act.
6.7- The Board or the general membership may order an ‘Audit’ undertaken by a qualified professional, or a ‘Financial Review’ undertaken by knowledgeable Members of the Club finances when deemed necessary.
7.1- Subject to the Act, the Club shall provide Directors Liability insurance to Board members in an amount acceptable to the Directors.
7.2- Directors are protected from liability, and are indemnified for actions taken by the Club, in accordance with the Act.
7.3- The Club shall ensure sufficient General Liability insurance to Members and their guests during Meetings and Field Trips, and property protection insurance for Nature Reserves and buildings erected on them.
8.1- The Board may establish, by resolution, “Standing” (permanent) and “Ad Hoc” (temporary) committees for the purpose of achieving stated objectives. At least one member of any Standing Committee shall be a Director, except that the Board may authorize any Member to act as its representative. The President or a designate from among the Board of Directors shall be an ex-officio member of all Committees.
8.2- Standing Committees shall hold formal meetings, issue regular reports, or provide other forms of communication, to the satisfaction of the Board.
9.1- In accordance with our Letters Patent, the Club may produce and dispense, or sell, literature that is relative to our mandate.
10.1- Where suitable, the Board may communicate verbally, or by news media, postal service, or electronic mail with Members, with other organizations, or with the general public.
10.2- The Club may operate an electronic “Internet Website” for the purpose of disseminating information about the Club and any other matters deemed purposeful.
11.1- The Board may authorize membership in appropriate organizations that share the Club’s values.
12. NATURE RESERVES
12.1- The Club will conduct its Nature Reserves program using the most current published “Canadian Land Trust Standards and Practices” as its guidelines.
12.2- In the event that the Club ceases to exist, title to the Reserves shall be deeded to accredited organizations having the same objectives, or as required by legal contracts previously agreed to by the Club.
13. CLUB BY-LAWS
13.1- By-law changes or amendments shall be approved by the Board before being presented to the membership.
13.2- The membership shall be given at least one month’s advance notice of the proposed presentation of new or amended By-laws.
13.3- The proposed By-law changes or amendments must receive a two thirds majority of voters at a general membership meeting where such proposals have been advertised.
13.4- New By-laws shall come into effect immediately they are approved, except that changes to membership dues will not come into effect until January 01 of the year following approval.
13.5- In the event of an extreme circumstance that negates the conduct of the business of the Club; two Officers of the Board are empowered to temporarily authorize a person, in writing, to conduct a necessary activity until the Board or the Membership can satisfy that circumstance.
13.6- The Board shall have the authority to develop and maintain ‘policies’ and ‘procedures’ which are intended to provide specific direction regarding the interpretation of these By-laws.
14.1- In the event of dissolution of the Club by surrender of charter, the assets shall be distributed among selected charitable organizations having similar objectives, except where specific legal binding agreements already exist which determine the disposition of a Club asset.