Constitution and By-Laws
Creston & District Historical & Museum Society
S – 0009477
Registered under the
Society Act of British Columbia
November 24, 1971
June 20, 1995
July 8, 2003
November 30, 2004
October 4, 2005
October 2, 2007
November 22, 2013
Schedule A (Constitution)
1. The name of the Society is the Creston & District Historical & Museum Society.
2. The purposes of the Society are:
a) to provide a central source of information respecting the history of Creston and the outlying area;
b) to maintain and develop a museum for the collection, preservation, and exhibition of objects of historic interest and value to the Creston area;
c) to collect and preserve information, documents, and other worthwhile material of historical value to the Creston area;
d) to collect and compile scattered references in newspapers, magazines, and other sources;
e) to record and preserve the recollections of old-timers;
f) to identify, mark, or document places of historical interest in the Creston area;
g) to provide assistance, information, and guidance to Government, business, or other agencies in identifying and preserving items and sites of historical interest;
h) to ensure that the facilities, collections, and programs of the Historical Society are accessible to the public, within the limitations of Historical Society resources and its goal of preservation;
i) to maintain cordial relations and to interchange information with historical societies in the neighbouring areas and at provincial and federal levels.
3. The operations of the Society are to be carried on chiefly in Creston and the surrounding area.
4. In the event of the dissolution of the Creston & District Historical & Museum Society, all assets remaining after all debts and liabilities have been met, will be transferred to another charitable organisation in the Province of British Columbia, Canada, with similar objectives.
a) The Society shall consist of Individual Members, Family Members, Patron Members, and Life Members.
b) Individual Members, Patron Members, and Life Members shall be known collectively as Active Members.
c) Eligibility to serve as officers or trustees of the Society shall be vested in Active Members in good standing.
d) The right to vote on Society affairs shall be vested in Active Members in good standing, who shall be entitled to one vote each, and to Family Members, who shall be entitled to two votes per family.
2. Individual Members shall be persons who wish to participate in the affairs of the Society by the exercise of full voting privileges in accordance with the provisions of these By-Laws.
3. Family Members shall be two or more persons at one residential address.
4. Patron Members shall be persons, businesses, or organisations distinguished for their distinguished service to, or support of, the Society, or who are otherwise deemed worthy of the honour.
5. Life Members shall be persons who have prepaid their membership fees for life by a single payment. Life Membership may also be conferred upon persons for service to the Society. Each proposal to enrol a person as Life Member for services rendered shall be submitted upon recommendation by the Executive Council to the Annual General Meeting for its approval.
a) The scale and amount for membership fees shall be determined, from time to time, by the Board of Trustees, subject to approval by a general meeting of the Society.
b) Annual membership fees or dues shall be paid yearly in advance.
7. Any Individual Member, Family Member, Patron Member, or Life Member may terminate his connection with the Society by sending his resignation in writing to the Secretary of the Society, and the Secretary shall remove his name from the membership roll, but no portion of any prepaid membership dues shall be refunded to the member resigning.
8. Any Active or Family Member, where dues are in arrears for one year, shall forfeit his good standing and if at the end of two years his dues remain unpaid, his name shall be removed from the membership roll.
9. The Board of Trustees shall have the power by a three-quarters vote of the whole Board of Trustees, which may be by letter-ballot, to remove from the membership rolls the name of any person who, in the opinion of the Board of Trustees, is no longer worthy of being connected with the Society, and such person shall cease to e connected in any way with the Society, but the Board of Trustees shall first give to such person the right to appear before the Board of Trustees and be heard. Should the Board of Trustees not approve expulsion in any case that may be brought to its attention, the matter shall not be entered in the minutes of the Board of Trustees of the Society.
10. The Annual General Meeting shall be held, or commence, on a day in the month of March or April, or as near thereto as circumstances permit, in each year. The specific date of the Annual General Meeting shall be decided by the Board of Trustees.
11. A special meeting of the Society may be called at such time and place as the Board of Trustees may determine. The notice of a special meeting shall state the business to be transacted there-at and no other business shall be considered at that meeting.
12. At least five days notice of any general meeting, specifying the place, the date, and the hour of the meeting, and in the case of special business, shall be given to the members, but the non-receipt of such nature by any member shall not invalidate the proceedings at any general meeting.
13. With the consent in writing of a majority of the Active Members or voting representatives of Family Members, a general meeting may be convened on shorter notice than five days and in any manner which such members think fit.
14. The presence in person, or by proxy, of at least one-tenth of the Active Members or voting representatives of Family Members in good standing, or at least six Active members, whichever is the larger number, shall be necessary to constitute a quorum at any regular general meeting.
15. Votes may be given either in person or by proxy. The instrument appointing a proxy shall be in writing under the hand of the appointer and shall be attested by at least one witness. No person shall be appointed a proxy who is not a member of the Society.
16. The Society may, on the recommendation of the Board of Trustees, appoint such persons as it may deem fit to be Patron Members of the Society.
a) The affairs of the museum shall be controlled by a Board of Trustees, consisting of not less than nine and not more than fifteen persons. It shall be the duty of the Board of Trustees, to formulate the general policies for the operation of the Society, and for the care, custody, and control of all Society properties and records. The Board of Trustees shall render, at least once each year, a report of the operation of the Society to the members of the Society.
b) The Trustees of the Society shall be elected at the Annual General Meeting, and shall hold office for a period of two years, save only that in the year in which these By-Laws become operative, two of the elected Trustees, to be determined by the drawing of lots, shall hold office for one year only.
c) The members of the Board of Trustees shall assume office at the close of the Annual General Meeting at which they are elected.
d) A Trustee shall be eligible for re-election.
a) The officers of the Society shall be a President, a Vice-President, a Second Vice-President, a Secretary, and a Treasurer.
b) The Officers of the Society shall be elected by the Trustees, and from among the Trustees, at the regular meeting immediately following the Annual General Meeting, and shall hold office for a period of two years.
c) An Officer shall be eligible for re-election so that an Officer can assume office immediately on the expiry of his term of office.
19. The operation and administration of the museum shall be managed by a curator, who shall be appointed by the Board of Trustees. It shall be the duty of the Curator to carry out the policies formed by the Curator in consultation with the Board of Trustees and to operate the museum in an efficient manner. The Curator shall be an Individual Member of the Society and may be an officer of the Society. The services of the Curator may be terminated by a three-quarter vote of the Active Members of the Society, which may be by letter-ballot.
In the event of a hired Curator, the operation and administration of the museum shall be managed by a Curator who shall be appointed by the Board of Trustees and whose term of employment shall be in the discretion of the Board of Trustees. It shall be the duty of the Curator to operate the museum in an efficient manner in accordance with the policies of the Board of Trustees. The Curator may be an Individual Member of the Society but shall not hold any other office in the Society.
20. The President shall preside at all meetings of the Society and of the Board of Trustees and shall have the second or casting vote in the event of a tie vote upon any resolution. He shall jointly with the Secretary sign all written contracts made in the name of the Society.
21. The Vice-President shall, in the absence or demise of the President, perform the duties of the President, and when so acting he shall have all the powers and be subject to all given responsibility hereby given or imposed upon the President.
22. The Second Vice-President shall have an advisory role to the President and Vice-President, and, in the absence or demise of the President or Vice-President, shall perform those duties and be subject to all given responsibility of the President or Vice-President.
23. The Secretary shall attend to and record the minutes of all proceedings of the Society in the minute book of the Society. The Secretary shall give and serve all notices of the Society and shall be the custodian of all records.
24. The Treasurer shall be responsible for the proper keeping of the books of account and such other records as may be prescribed by law and as may be required by the Executive Council. The Treasurer shall print an independently reviewed statement of the receipts and disbursements on the 31st day of December in each year. The Treasurer shall be responsible for all the monies payable or accruing to the Society, and shall not invest them without due authority by the Executive Council. Two members authorised by the Executive Council shall sign and issue cheques for monies to be paid and all negotiable paper and serve all notices of the Society.
25. The Society’s fiscal year is the calendar year from January 1 to December 31, and the financial report for each fiscal year ending December 31 will be prepared by January 31 of the following year for approval by the board, and sent to the Auditor for presentation at the Annual General Meeting.
26. Any officer or trustee of the Society shall be deemed to have vacated his office or position
a) if he holds any other office or place of profit under the Society; or
b) if he is concerned in or participates in the profits of any contract with the Society, provided that a Trustee shall not be required to vacate his office by reason of his being a share-holder or member of any corporation which has entered into any contract with or done any work for the Society of which he is a Trustee, but he shall not vote in respect of such contract or work, and if he votes his vote shall not be counted.
c) If he is absent from three consecutive general meetings without valid, written reason.
27. Should an office for any reason become vacant, or should any member of the Board of Trustees die, become incapacitated, or otherwise be prevented from fulfilling his duties before the expiration of his term, the vacancy for the unexpired portion of the term may be filled by the vote of the Board of Trustees.
a) Should such a vacancy result in the Board of Trustees having fewer than nine persons, the vacancy must be filled by the vote of the Board of Trustees.
28. A member of the Executive Council may be suspended or expelled in the same manner that any other member of the Society may be suspended or expelled.
29. The affairs of the Society shall be managed by the Board of Trustees, who shall exercise all such powers of the Society as are not by the Companies Act or by these By-Laws required to be exercised by the Society in general meeting, subject, nevertheless, to any provisions of these By-Laws, to the provisions of that Act, and to such rules or other directions not inconsistent with such By-Laws, and no rule or other direction made by the Society in general meeting shall invalidate any prior act of the Board of Trustees, which would have been valid if such By-Laws, rule, or other direction had not been made.
30. The presence in person of at least six members of the Board of Trustees shall be necessary to constitute a quorum at a meeting of the Board of Trustees.
31. The Board of Trustees may meet for the dispatch of any business, adjourn, and otherwise regulate their meetings as they think fit. Questions arising at any meetings shall be decided by a majority vote of those present.
32. The Society shall exercise such borrowing power as may from time to time be approved by Trustees’ resolution, passed by a majority of the Board of Trustees.
33. At the Annual General Meeting of the Society an auditor or auditors shall be elected whose duty it shall be to audit the accounts and present a report at the Annual General Meeting.
34. On any motion or questions involving the financial arrangement or transactions of the Society, including the fixing of the amount of the annual dues placed before a general meeting of the Society, voting shall be limited to Active Members and Life Members only.
35. The official seal shall bear the name of the Society, the year of its incorporation, and it shall be used in the manner prescribed by the Board of Trustees. It shall be in the custody of the Secretary.
36. The headquarters of the Society shall be Creston, BC. The books and records of the Society may be inspected by the membership at the headquarters or other place at any such time as may be convenient to the Secretary.
37. The Board of Trustees at the first regular meeting after the close of the Annual General Meeting shall appoint such committees as the Board of Trustees deems necessary to carry on the business of the Society, and may delegate to any such committee as much of its authority as it desires.
38. Nominating Committee:
a) At least two months prior to the Annual General Meeting the Board of Trustees shall appoint a Nominating Committee of not less than three members who shall be responsible for the preparation of a slate of Trustees to be elected at the Annual General Meeting.
b) The slate of Trustees will be presented at the regular meeting immediately preceding the Annual General Meeting, for approval by the Board of Trustees.
c) Active members in good standing may also nominate Trustees from the floor at the Annual General Meeting.
39. The By-Laws of the Society shall not be altered or added to except by extraordinary resolution of the Society passed by a majority of not less than two-thirds of the Active Members and voting representatives of Family Members present at a general meeting of the Society. Notice to propose an extraordinary resolution shall be deemed to be duly given is signed by a proposer and a seconder, who shall be members in good standing, and delivered to the Secretary, and the Secretary has notified the Members not less than one month before the Annual General Meeting, or two weeks before a special general meeting of the Society.
40. Roberts Rules of Order, where not inconsistent with these By-Laws, shall apply so far as applicable to all meetings of the Society.