The Historical Society of Ottawa Constitution and By-Law#1
The following is the HSO’s Constitution and By-Law#1. It conforms to the Ontario Not-For-Profit Corporations Act of 2014 (the Act) which takes precedence on matters of conflict and omission.
“The Historical Society of Ottawa” is a not-for-profit Ontario corporation with the following objectives:
To carry out the work of The Historical Society of Ottawa and, without limiting the generality of the foregoing:
To serve to increase public knowledge of the history of Ottawa and its region through publications, meetings, tours, awards, sponsored research and maintenance of a Reference Library held in the Archives of the City of Ottawa;
To facilitate the archival preservation of historical material related to Ottawa and its region;
To preserve the history of the peoples of Bytown and Ottawa and founder, Lieutenant-Colonel John By;
To support and encourage heritage conservation;
To cooperate with other historical and heritage groups with similar aims.
The Governor General for Canada is traditionally our patron.
“Love Thou Thy Land” is our motto embodied in our Seal and Symbol.
Address: Postal Box 523, Station B, Ottawa, Ontario K1P 5P6.
Head office: Ottawa
We are bilingual, although our primary language of business is English.
We strive to accommodate the handicapped and have a policy to protect rights to privacy which can be viewed by clicking here.
We provide grants and awards.
We publish research in the Bytown Pamphlet Series which is governed by a copyright policy and waiver which can be viewed by clicking here.
Any person who is prepared to abide by the Constitution and By-Laws can be a Member by paying an annual fee, renewable on the anniversary of joining.
There are six categories of Membership with particular fees – Individual ( a Single Member or Corporation), Family, Student, Life, Honorary, and Honorary Life.
Membership privileges include the right to vote in person or by signed proxy, stand for election to the Board, receive four Newsletters annually, and join in tours and social activities.
A Membership can be terminated by a unanimous vote of the Board for good reason and after due process.
The Society’s property and business are managed to meet its objectives by a Board of Directors including a President, all elected from the Membership.
Our Board is composed of the President, Secretary, Treasurer, Directors for Communications, Community Projects, Membership, Regular Events, Special Events, as well as Directors-At-Large. A quorum of five is required to conduct business. Officers of the Board are indemnified by the Society and cannot be held liable except for dishonesty or wilful act. Conflicts of interest must be disclosed. Between Annual General Meetings, the Board may appoint additional directors.
Elections are for one-year terms which may be renewed through an election process. The process is governed by a nominating committee drawn from the Membership and usually chaired by the immediate Past President. Elections are held at an Annual General Meeting and are passed by at least 67% of the eligible votes. An Officer of the Board may be removed by a minimum 51% vote of the Membership at a specially convened meeting.
Other Officers can be appointed by the President and have full privileges except to vote on motions.
If all Officers have resigned or been removed without replacement, a person who manages or supervises the management of the activities of HSO is deemed to be Director Caretaker as specified under the Act. The Director Caretaker shall be appointed by either special resolution of the Membership or, failing that, under the authority of the Minister responsible.
Any Officer may be Interim President in the temporary absence or incapacity of the President, at the request of the Board.
An Officer of the Board may resign or be removed by an ordinary resolution of the Membership at a Special Meeting. That Officer is entitled to give the Society a written statement presenting reasons for resignation or for opposing removal, to be presented to that Special Meeting.
An Annual General Meeting of the Society is held once in every calendar year and not later than fifteen months after the last one, and follows a prescribed order of business. Notice is announced in the Newsletters not less than ten days and not more than fifty days in advance.
Ordinary Meetings of the Society are normally held monthly during fall, winter and spring months for routine business and lectures. Notice is announced in the Newsletters and by telephone reminder if possible.
A Special Meeting of the Society can be called by the President upon the written request of ten percent or more of Members or by the Board and with notice of not less than ten days. The only business is that for which the Meeting is called, except that other business may be transacted if agreed to by a majority of Members present at the start. A Special Meeting may be closed and then followed by any other form of meeting of the Society for which notice has been served.
At any Annual General or Special Meetings of the Membership of the Society, twelve Members in addition to any Officers of the Board constitute a quorum for any vote.
A Member of the Society may make a proposal and raise a motion at any Special and Annual General Meeting, including inter alia a motion to make, amend or repeal a By-Law of the Society.
Motions and debate at any meeting of the Society are conducted with civility and according to the policy available here on our website.
Votes are cast in the first instance by a show of hands and count of proxy votes, and subsequently by a written ballot if the Chairman or a Member requests. This request can be withdrawn prior to taking the ballot. Unless a ballot is taken, the Chairman may declare that a motion has been carried, or carried by a particular majority, or defeated. Any entry to that effect in the Minutes of the Meeting is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion. The Chairman, both on a show of hands and in a ballot, will cast an additional vote to break a tie. Abstention is not called, but can be recorded on request.
The Chairman, with the motioned consent of any meeting, may adjourn any meeting.
No formal statement of policy or opinion on behalf of the Society or commentary on the work or welfare of the Society can be made or issued in any media, including inter alia the Society’s newsletter and website, without prior approval of the Board; excepting the President who is not thus constrained.
The Treasurer ensures that all submissions are made to Government authorities to maintain the Society’s standing as a “Not-For-Profit, Non-Public Benefit Corporation” without share capital. This includes the filing for each tax year of a federal Registered Charity Information Return as a federally recognised charitable organisation; providing a Proof of the Society’s Incorporation Status and Profile Report (listing the names and addresses of Officers of the Board) to the Ontario Provincial Government; and responding to other requirements which may be introduced by Act or Regulation.
Separate accounts and records of revenues and expenditures for each fiscal year are maintained by the Treasurer and their review and reconciliation approved early in the new calendar year by a majority vote of the Board (signified by the signature of the President) before ratification at the next Annual General Meeting. The Budget made for the previous calendar year is provided as reference.
Early in the new calendar year (January 1), the Treasurer compiles a Budget of income and expenses for the forthcoming calendar year to be approved by a majority vote of the Board (signified by the signature of the President) before ratification at the next Annual General Meeting.
Major expenditures in excess of amounts approved in an annual Budget require the prior approval of a majority vote of the Board.
The Board may permit inspection of the accounts and records of financial transactions of the Society by individual Members on request. This does not negate the annual ratification of financial expenditures, income and budget by motion at a meeting of the Membership.
As a Non-Public Benefit, Not-for-Profit Corporation and being neither a charitable organisation as defined under the Act nor having gross annual revenue of more than $500,000, the Society dispenses with an auditor and instead appoints a person to conduct an Annual Review Engagement. This exceeds the requirement under Section 76(2b) of the Act for the sake of conservative accountability and transparency.
This dispensation and appointment is by Extraordinary Resolution, approved by at least 80% of the votes cast at the Annual General Meeting. It is valid only until the next Annual General Meeting, meaning that the approval of a Review Engagement is done on an annual basis after verifying each time that the Society still qualifies for dispensation.
The Reviewer for the Review Engagement cannot be an Officer of the Board, will be judged by the Board to have sufficient qualification and will not, preferably but not exclusively, be a Member of the Society. The Reviewer will be given full access and disclosure. The Reviewer’s Signed Report is to be completed in time to be presented to the Annual General Meeting after the tabling of the annual financial statements and before their acceptance is put to a vote. The Report shall include inter alia: recommendations on the completeness and acceptability of the financial statements based on accepted principles of accounting; and commentary and recommendations on the management of the Society pertinent to maintaining its financial well-being, security and transparency. An ordinary motion will propose acceptance of the Report.
The Board may by majority vote authorise a professional financial audit of the Society at any time.
The financial statement, budget and review engagement report will be provided with the notice of the Annual General Meeting.
The Board may authorise by majority vote the payment of an honorarium for services which are deemed to be outside the scope of voluntary work, including the conduct of a Review Engagement. This can apply to Members and Non-Members.
Any donor wishing to give, donate or bequeath to the Society is requested to make use of the following declaration in accompaniment:
“I give/bequeath to The Historical Society of Ottawa for the promotion of the objects of the Society (describe the donation or bequest) and I hereby declare that the signed, written receipt shall be an official discharge to me, to my heirs and /or my executors for the said donation or bequest.”
The Treasurer issues tax receipts for federal income tax purposes upon receiving a donation or financial bequest. These receipts shall bear the legal registration number (BN 10748 4081 RR 0001) and wording as given on the Canada Revenue Agency web site www.cra.gc.ca/charities). This excludes Membership dues which are not eligible for federal income tax receipts as Members receive services for them.
7. Execution of Official Documents
All official written deeds, documents and non-financial instruments are signed on behalf of the Society by any two of the President, Treasurer and another Officer and when so signed and delivered they are an act of the Society. The Board can also appoint by majority vote anybody to sign on behalf of the Society.
All financial instruments, official reports and transactions including cheques, investments and term deposits are signed by two Officers with signing authority on behalf of the HSO that is recognised by the relevant financial institution; and when so signed and delivered they are an act of the Society. The Treasurer will be notified of all such transactions. At no time will there be less than two Officers, other than the Treasurer, with financial signing authority.
8. Amendments to By-Laws
Amendments to, or repeal of By-Laws of the Society other than the Letters Patent are voted at a Special Meeting of the Society. The resolution may be proposed by the President representing a Board decision or by a Member in good standing delivered in writing to the President. The Special Meeting is called by the President no later than 2 months after the Board decision or the receipt of the Member’s proposal. All Members will be provided with the resolution at least 30 days in advance of the Special Meeting.
No amendment to, or repeal of By-Laws of the Society not embodied in the Letters Patent is allowed which would disenfranchise or change the standing of a category of Membership to favour other categories, other than revisions in fee structure approved by ordinary resolution proposed by the Board to a Special Meeting of Members.
The Province of Ontario is notified by the President of approved amendments to By-Laws in order to sustain the Society’s incorporation status.
The Board by majority vote may propose a reasoned motion to dissolve the Society to a special meeting of the Membership. All Members will be notified at least 30 days in advance. Dissolution will be accepted by at least 67% of Members either present or represented by proxy.
Upon dissolution, but after paying all debts and liabilities, the remaining assets of the Society will be given to one or more organisations working towards objectives which are beneficial to the community and are similar to those of the Society, as chosen by majority vote of the Board.
Notice of dissolution will be given promptly by the President or the Director Caretaker to the federal government (for tax reporting purposes), to the Province of Ontario (for corporate deregistration purposes), to the “Director” (responsible for administration of the Act), in The Ontario Gazette (section 123.4 of the Act) and to the Patron.