Constitution and Bylaws of the CCFMS

Revised May 30, 2009

 

Constitution

1. Name

(a) This organization shall be incorporated as a non-profit corporation and shall be known as “The Central Canadian Federation of Mineralogical Societies” hereinafter known as “The Federation.”

2. Definitions

(a) The Constitution section of the “Constitution and Bylaws of the CCFMS” will hereinafter be known as “The Constitution”.

(b) The Bylaws section of the “Constitution and Bylaws of the CCFMS”  will hereinafter be known as “The Bylaws”.

(c) “Club” is intended to encompass “society”

3. Objectives

(a) To encourage co-operation and information exchange among member clubs and other organizations interested in mineralogy, other earth sciences and lapidary arts.

(b) To promote the study of mineralogy, other earth sciences and lapidary arts.

(c) To promote the conservation of, access to, and exploration of important geological and mineralogical occurrences.

4. Scope

(a) Membership in The Federation shall be open to all clubs in Canada, subject to the bylaws of The Federation, whose objectives are consistent with those of The Federation and whose membership is unrestricted as provided by The Charter of Rights and Freedoms.

5. Membership

(a) Individual members of member clubs shall also be considered members of The Federation. Individual members shall be represented in The Federation and at its AGM by the chosen delegates of their member clubs.

6. Board of Directors

(a) The Federation Board shall consist of a President, Past President, Vice President, Secretary, Treasurer and up to six additional Directors. Executive and directors shall be elected at an annual general meeting (AGM). The active Board may appoint interim Board members to fill any vacancies. These appointments must be ratified or rejected at the next AGM. A quorum for executive meetings shall be a simple majority of the active Board at the date of the meeting. All officers and directors of the active Board have equal voting rights. A roll call of Board members will be recorded by the Secretary in the minutes of the meeting to establish a quorum is present.

7. Delegates to the AGM

(a) Member clubs may appoint up to two delegates to represent them at the AGM. Appointments must be documented in writing and delegates must bring a copy of the appointment document to the AGM. Delegates must be members of a CCFMS member club but need not be a member of the club they represent. Delegates may also be appointed by and vote for more than one CCFMS member club but must disclose such multiple representation to the CCFMS executive and all clubs they intend to represent.

(b) There is only one vote per club. In the case where two delegates represent a club, only one vote is allowed between them. If a delegate represents more that one club, he/she may vote separately for each one.

(c) Member clubs may, instead, designate any member of the Federation Board, except the President, to vote for them via a proxy. Proxies and any instructions must be sent to the Federation Secretary only. Proxies must be documented in writing, dated and be delivered to the Federation Secretary. Where both the member club’s executive and Federation Secretary agree, a proxy delivered via e-mail, printed and brought to the AGM by the Secretary will be acceptable.

(d) In the case of both a delegate duly documented as in section 7(a) and a duly documented proxy as in section 7(c) being present, the vote of the delegate shall prevail.

(e) Issues announced in the agenda must be voted on according to the instructions of member clubs, whether by delegate or by proxy. New issues tabled at the meeting shall be considered a free vote for both delegates and proxies. The results of each vote shall be recorded by the Secretary.

8.  Quorum and decisions

(a) A quorum shall be present if a simple majority (50% + 1 of member clubs eligible to vote) are represented either by a delegate or by proxy. The Secretary will check each delegate’s credentials and each proxy to determine eligibility to vote and to determine whether the AGM can be considered duly constituted. A roll call of member clubs represented at the AGM will be recorded by the Secretary.

(b) A member club is eligible to vote if it has paid it annual dues by April 1 of the year in which an AGM is held.

(c) Once an AGM is declared a duly constituted meeting by the Secretary, decisions (other than those relating to constitutional and by-law changes) require a simple majority of those eligible to vote at the time the related motions are tabled. (For amendments to the constitution and by-laws, see Section 10 below.)

9. Dissolution of the Board and/or The Federation

(a) If member clubs should lose confidence in the Board, or any Board member, an emergency meeting may be called by a simple majority (50% +1) of the member clubs. Written copies of the request from each requesting member club must be provided to the Secretary.

(b) The CCFMS Board can be dissolved or any Board member removed by a resolution of 2/3 of the member clubs. If this becomes necessary, the member clubs may appoint a replacement, or if the entire Board is removed, the Presidents of the member clubs will become the interim Board and shall decide amongst themselves who shall fill executive positions. Written copies of the motions passed by each requesting member club must be provided to the Secretary.

(c) Member clubs may initiate the complete dissolution of the CCFMS, provided 2/3 of the member clubs support such action. Should the Federation be dissolved, the existing Board shall inform any necessary authorities of the dissolution of the corporation and donate any net Federation funds and assets to the Royal Ontario Museum, Natural History, Mineralogy. Written copies of the motions requesting dissolution passed by each requesting member club must be provided to the Secretary.

10. Amendments to the Constitution and By-Laws

(a) The Federation Secretary shall send proposed amendments to the Constitution or Bylaws to each member club at least 60 days before they are tabled at the AGM. Proof of service of notification will be documented in the minutes by the Secretary. Amendments can also be submitted at the AGM in writing by a member club or in the form of a motion from the floor by a voting member.

(b) An amendment to the Constitution or Bylaws shall require approval of 2/3 of the voting members (including proxies) present at the time a vote is called on the amendment.

(c) Each amendment shall be voted on individually unless a motion is passed by the meeting to group amendments together under one vote.

Bylaws

1 Member Organizations

(a) Applications for membership in The Federation should be submitted in writing to the Secretary.

(b) Each submission should include:

(i) The name of the applicant club.

(ii) Names, addresses and phone numbers of its officers and email contacts. Each must be documented as to whether any or all of their information can be made public, ie. be given out or posted on the CCFMS website.

(iii) A copy of incorporation documents or a description of its structure.

(iv) Purpose and objectives of the club.

(v) A copy of its constitution and bylaws.

(c) The Secretary will submit such applications to the Board for preliminary approval.

(d) Any application for membership may be approved or rejected by simple majority of the CCFMS Board and ratified at the next AGM.

(e) Applicant clubs shall receive all Federation mailings and shall be permitted to send non-voting delegates to Federation meetings.

(f) Upon approval, membership dues shall be due. Dues for new organizations are based on the membership count as of the date of acceptance into the CCFMS. Upon payment, full membership status with all the attendant rights, privileges and obligations, shall be extended to the applicant organization. At this time, counts of single and family memberships need to be supplied to the Treasurer for insurance purposes.

2 Dues

(a) All member clubs shall pay membership fees to The Federation based on the number of registered members.  The Federation Treasurer will give the President of each club the following year’s “per member” rate by December 31.

(b) Dues are payable to the Federation Treasurer by March 1 of each year by cheque dated for that year, based upon each club’s membership count as of December 31 of the previous year.

(c) Any dues unpaid by April 1 are in arrears. Member clubs whose dues are in arrears will have their voting rights suspended pending payment.

(d) The Federation Treasurer shall notify any member clubs that are in arrears in writing within 14 days following the March 1 deadline.

(e) Member clubs whose dues are in arrears after May 1:

(i) Will be removed from the CCFMS mailing list.

(ii) Will have their name removed from the Federation’s insurance policy.

(iii) Will not be entitled to attend CCFMS sponsored events.

(iv) Will forfeit their voting rights.

(f) Any member club may appeal section 2(e) to the Federation Board in person or in writing at the next available meeting of the Board. The organization will retain their rights until the appeal process is concluded.

(g) Where The Federation’s solvency is jeopardized in any unusual situation, the Board may issue a special per capita assessment to member clubs with the agreement of 50% of the Presidents of the member clubs. This assessment shall not exceed 50% of annual membership dues.

3. Duties of Member Organizations

(a) Establish, maintain and provide to the Federation a Constitution and Bylaws consistent with Federation objectives.

(b) Furnish The Federation Secretary with:

(i) The names, addresses and phone numbers of officers and email contacts. Each must be documented as to whether any or all of their information can be made public, ie. be given or posted on the CCFMS website.

(ii) Web site address, if applicable.

(iii) The counts of single and family memberships need to be supplied to the treasurer for insurance purposes based on paid memberships at December 31 of each year. (This should be received by January 31 of the following year for insurance purposes.)

(iv) Meeting time and place

(c) Encourage visits with other member clubs and promote mineralogy and other earth sciences and lapidary arts.

4. Federation Privacy Policy

(a) It is the Federation’s responsibility to maintain and keep any membership information or personal data confidential, unless express consent to divulge such information has been previously granted by said member.

(b) No personal information will be collected that is not required for Federation operation or the requirements of the insurance company.

(c) Federation officers and directors may be required to furnish additional information to meet the requirements of filing certain incorporation documents with government agencies.

(d) At no time will any personal information be published or displayed on a website without the consent of the person(s) involved. Consent may consist of written, verbal, email consent or the appearance of such information on websites other than the CCFMS website or in newsletters sent to the CCFMS.

(e) If a request is made by a person to remove his/her personal information, it will be deleted from any current database and/or website(s). Such requests will be time honoured and at no point of time will a backup database be used to disseminate data. If a club withdraws from the CCFMS, all information relating to its members will be deleted.

(f) Any member club or individual may request in writing what information the Federation is maintaining about them for the purposes of verifying the information.

5. Selecting the Federation Board (the Officers of the CCFMS)

(a) Board members must be:

(i) members of The Federation; and

(ii) at least eighteen (18) years of age.

(b) Elections will be conducted from those nominated for positions at the AGM by a ballot of member clubs (including proxies).

(c) A nominating committee composed of a Chairperson and two members of The Federation appointed by the Board at least 90 days before the AGM will compose a slate of candidates. This slate will be forwarded to the member clubs at least 60 days before the AGM.

(d) Nominations will be accepted from the floor of the AGM.

(e) If a nominee is unable to attend the AGM, the Chairperson of the Nominating Committee or the nominator must obtain his/her consent in writing to stand for office before election. This documentation must be available for verification at the AGM.

(f) Terms of office are 1 year.

(g) Any vacancies in the executive may be filled mid-term by simple majority vote of the Board. 

6. Duties of the Officers of the CCFMS

(a) President

(i) Preside over all CCFMS meetings.

(ii) Strike committees as necessary to perform Federation business.

(iii) Ensure that all Federation bylaws are followed.

(iv) Hold and exercise the power of immediate action in any emergency.

(b) Past President

(i) Serve as a resource for the existing Board.

(c) Vice President

(i) Assist the President and chair meetings in his/her absence.

(d) Secretary

(i) Prepare and keep minutes of Federation meetings.

(ii) Handle and maintain records of all Federation correspondence.

(iii) Prepare the information package and distribute it to member clubs at least 60 days prior to the AGM.

(iv) Receive and verify proxies from member clubs prior to the AGM

(v) Verify delegate credentials for voting purposes

(e) Treasurer

(i) Keep records of all receipts and expenditures.

(ii) Keep accurate accounts of all financial transactions.

(iii) Provide a report of Federation financial status at each meeting.

(iv) Provide a year-end financial report to the AGM.

(v) Provide each club with a copy of the insurance endorsement upon payment of annual dues.

(vi) The right to deal with the Federation’s insurer on the behalf of the Federation, member clubs and their executives for the purposes of liability insurance and sponsored field trips.

(vii) Prepare the Federation’s annual tax filing.

(viii) Prepare an annual budget for presentation at the AGM.

 (f) Other Directors

Up to six other directorial positions may be created, as needed, by the Federation Board to perform specific tasks. Among these will be:

Communications Director

(i) Provide a communication conduit, in any manner deemed appropriate, between The Federation and member clubs.

(ii) Maintain, in any manner deemed appropriate, the amalgamated contact lists of the CCFMS.

Field Trip Director

(i)                 Co-ordinate the Field Trip Committee and the development, scheduling and operation of CCFMS field trips.

(ii)               The right to limit admission to or eject attendees from a sponsored field trip locale.

(iii)              The right to deal with any property owner on the Federation’s behalf to obtain permission to enter a collecting locale.

7. Meetings of the Federation Board

(a) Number, location and timing of Board meetings shall be at the discretion of the Board. There must be at least two (2) meetings per year.

(b) At least 30 days’ notice of Board meetings should be provided to all Board members.

(c) The Board may hold meetings via teleconference. A teleconference is a meeting of the Board in which Board members are in different locations, connected by electronic means, through audio, video or both. All votes taken during a teleconference meeting shall be made by roll call. Board Members who attend a meeting by teleconference shall be considered present for purposes of determining a quorum and for all other purposes.

(d) The Board, when deemed appropriate, may also meet and make decisions via e-mail communication with all Board members. The Secretary will print out and archive copies of e-mails from each Board director in which a voting preference is recorded for the motion in question. 

 
 

8. Federation Meetings

(a) The Federation shall hold an Annual General Meeting (AGM), preferably but not necessarily in association with a member club’s show.

(b) Additional general meetings can be convened by simple majority vote of the Board. An emergency meeting may be called by a simple majority of the Presidents of member clubs. When an emergency meeting is called by member clubs, written copies of the request by each member club requesting the meeting must be provided to the Federation Secretary.

(c) If an extraordinary general meeting is called, at least 60 days’ notice will be given to each member club and each member of the Board.

(d) An AGM will be duly constituted with a quorum if a simple majority of member clubs that are eligible to vote are present in person or are represented by proxies. The Secretary will determine those eligible to vote and distribute one voting card per member organization present or represented by proxy.

(e) Once an AGM is determined by the Secretary to be duly constituted, motions can be passed by a simple majority of eligible voters present (including proxies) when the motions are tabled.

(e) Motions may only be proposed by voting members.

(f) Where no quorum exists under the conditions outlined in section 8(d) of the Bylaws, the meeting may proceed but motions may not be passed. If the Board deems that there are important issues that require a vote by the member organizations, the Board will contact the member clubs within 14 days following the AGM to convene an alternate meeting.

9. Federation Finances

(a) The President will appoint at least two signing officers in addition to him/herself from the current CCFMS Board. One of these will be the Treasurer,

(b) All cheques must be co-signed by any two of the appointed officers.

(c) The Board must approve any non-budgeted expenditure of more than $500. The President may approve expenditures up to $500 without consulting the entire Board.

(d) Any Federation expense requires that a receipt be obtained, provided to and retained by the Treasurer.

(e) The Federation fiscal year will run from January 1 to December 31. The Treasurer will prepare a year-end report of fiscal status and share this report, in writing, with the Board and the Presidents of each member club prior to the next AGM.

(f) The Board will appoint one auditor from amongst its number and ask a Federation member independent from the Board to audit the books and Treasurer’s report annually. Their report will be entered into the records by the Secretary and presented at the next AGM.

10. Discipline

(a) The Federation Board may, by simple majority vote, discipline or remove any;

(i) member club; or

(ii) Federation Board member; or

(iii) individual member;

whose attitude or conduct is considered detrimental to the Federation.

(b) These actions can only be taken after due process. After any preliminary meeting to discuss discipline, each involved party should be given reasonable notice of a formal hearing. The Board must allow 60 days to hear from the involved party and any others who have shown, in writing, just cause.

11. Affiliations

(a) The Federation may affiliate with any organizations with similar interests and goals provided such motion receives a simple majority affirmative vote at an AGM. Notice of intent to table such a vote must be included in the member club’s information package and be sent at least 60 days before the meeting.

12. Rules of Order

(a) “Roberts Rules of Order” shall be considered as final in all procedural matters.