HUNTER-CLYDE WATERSHED GROUP
BY-LAWS
DRAFT, February 2000
ARTICLE I - NAME
The name of the Group shall be the Hunter-Clyde Watershed Group
ARTICLE II - DURATION
The duration of the Group shall be perpetual (P.E.I. Cos. Act, Pt.II).
ARTICLE III - PURPOSES
The purpose of the Group is to support efforts to address ecological issues in the of the Hunter or Clyde River Watershed in North Central Queens County, Prince Edward Island. The Group is dedicated to the preservation and improvement of the ecology of the Hunter or Clyde River Watershed.
ARTICLE IV - MEMBERSHIP
Section A. Eligibility
Membership shall be open to any person who supports the purpose of the Group, holds an interest in the purposes of the Group, and has paid the requisite fees.
Section B. Membership in Good Standing
Membership in good standing shall be conferred upon payment of the Group’s dues. Any member who fails to pay dues as provided within one month from being invoiced shall cease to be a member in good standing until payment is received.
Section C. Meetings
A general meeting of the membership shall be held at least once a year at a location and date to be announced in the Group’s newsletter at least one month prior to such meeting. Interim meetings shall be held monthly or on notice of the executive.
ARTICLE V - FINANCE
Section A. Fiscal Period
The fiscal period of the Group shall follow the calendar year and extend from January 1st to December 31st annually.
Section B. Dues
Dues as established from time to time by a general meeting of the membership shall be paid by members of the Group. For the year 2000, dues are set at $10.00 per person, $25.00 per family and $100.00 for a corporation or business.
Section C. Depositories and Disbursements
All funds shall be received by the Secretary-Treasurer, deposited to the account of the Group and shall be disbursed by any two officers as authorised by the executive, or, by resolution of the membership at a properly convened meeting of the Group, for the purposes of the betterment of the Group and its purposes.
ARTICLE V1 - OFFICERS & DIRECTORS
Section A. Officers & Directors
Officers of the Group shall be the President, Vice President, and Secretary-Treasurer. There shall be two directors at large. Any person elected or appointed to a Group office must be a member in good standing.
Section B. Responsibilities of Officers
1. The President shall:
- Preside at all meetings.
- Call special meetings of the executive in accordance with provisions of the Bylaws.
- Appoint chairs of all committees except the nominating committee.
- Serve as ex-officio member of all committees except the nominating committee.
2. The Vice President shall:
- Preside at all meetings in the absence of the President.
- Perform such other duties as required by the President or the executive.
3. The Secretary-Treasurer shall:
- Keep the minutes of all general meetings.
- Keep the records and papers of the Association.
- Ensure that notices of all meetings are properly given.
- Maintain the Association’s financial records.
- Prepare financial statements and present reports at annual general meetings.
Directors-at-large shall have such duties as may be granted from time to time by the President.
Section C. Election and Tenure
Nominations. Nominations may be made by any member of the Group in writing and received by the Secretary-Treasurer not less than two (2) weeks prior to the annual meeting. Nominations shall bear the name of the Nominator and a seconder, all of whom shall be members in good standing of the Group.
Election and Rotation. The executive shall be elected at the annual general meeting.
Tenure. The initial executive shall take and hold office immediately following its election for a period of up to two (2) years thereafter. Subsequently an officer shall take office following election and for a period of one year. Any officer may be re-elected for an indefinite number of terms.
Vacancies. In case of any vacancy in office the remaining term of office shall be filled by an appointment by the executive, firstly from the directors-at-large and in event the director(s) is unwilling or unable to act, from the membership.
Removal from Office. A member of the executive may be removed from office for good cause by a two thirds vote of those members of the Group present and acting as one body at a regular or special meeting.
ARTICLE VII - COMMITTEES OF THE GROUP
Section A. Executive Committee
The officers of the Group together with the directors-at-large shall constitute an Executive Committee with the responsibility for carrying out the policies set forth by the Group membership. A member of the Executive Committee may, at the direction of the president be an ex-officio member of any special committee.
Section B. Special Committees
Special Committees may be authorised by the executive to carry out functions, programs, or projects of the Group. Such committees may include, but shall not be restricted to:
- a committee to organise Group ecological action
- a committee to edit and produce the newsletter
ARTICLE VIII - MEETINGS AND QUORUM
Section A. Executive Committee Meetings
Meeting Schedule. Meetings of the Executive Committee shall be held at a time and place designated by the President. The Executive Committee shall meet at least once per annum in addition to its participation in the annual general meeting.
Purpose. Only business for which notice not less than 1 week in advance has been given shall be transacted, except with the unanimous approval of the executive.
Notification. Executive members shall be notified of the meeting and its purpose, at least one week before the meeting is held.
Quorum. Three members of the Executive Committee shall constitute a quorum for the purpose of transacting matters before the meeting.
Section B. Group Meetings
Meeting Schedule. Meetings of the members of the Group shall be held, on at least a monthly basis, at a time and place designated by the executive.
Purpose. The purpose of the Group Meetings shall include the annual election of officers and directors and the transaction of such other business as may properly arise.
Notification. Group members shall be notified at least one week before
an Group Meeting is held.
Quorum. The quorum for Group Meetings shall consist of not less than 50% of the members in good standing.
ARTICLE IX - ADOPTION OF ARTICLES OF Group AND BYLAWS
These Articles of Group and Bylaws shall be the governing document of the Hunter-Clyde Watershed Group following approval by a two-thirds majority of all interested individuals in attendance at the first general meeting.
It is the overriding intention of the membership to comply with and be bound by the requirements and conditions set forth in Part II of the Companies Act, R.S.P.E.I. 1988 as amended. The Articles of the Group and the Bylaws shall be deemed to incorporate by reference any statutory requirements of the Companies Act, Part II, as though expressly
incorporated herein. This intention is accepted by all members of the Group despite the non-incorporated status of the Group and will continue into any incorporation of the Group.
ARTICLE X - AMENDMENTS TO THE ARTICLES OF GROUP AND BYLAWS
Section A. Proposed Amendments
Amendments to the Bylaws may be proposed by a committee appointed for the purpose, or submitted to the executive by a member in good standing when the proposal is accompanied by a petition containing the signatures of not fewer than five members of the Group in good standing.
Section B. Adoption of Amendments
Amendments to the Bylaws shall be adopted if approved by a two thirds majority vote of the Group’s members at any regular meeting, provided that notice of the proposed amendments is submitted to all executive members in writing, at least two weeks before the said meeting.