Kawartha Field Naturalists

March 10th, 2010

Constitution

1984
(Amendments 1984, 1986, 2005)*

Article 1: Name and Status

1)	The name of the Club shall be the Kawartha Field Naturalists.
2)	The Club is an unincorporated entity.
3)	The Club is a federated member of Ontario Nature which is a nonprofit charitable corporation.

Article 2: Objectives

1)	The objectives of the Club are to:
	a) foster public interest and appreciation of Nature.
	b) educate Club members and others about Nature.
	c) promote environmental protection.
	d) encourage wise stewardship of all natural resources.

2) The activities of the Club shall be conducted without material gain for its members; any income to the Club shall be used in promoting the objectives stated above.

Article 3: Membership

1) Membership in the Club shall be open to all persons.
2) Categories of membership and membership fees shall be determined and reviewed annually by the Board of Directors.

Article 4: Directors

1) Management of the Club shall be vested in a Board of up to 20 Directors who shall be members in good standing throughout their term of office. Directors shall be elected at the Annual General Meeting (AGM) for a term of 2 consecutive years.

2)
	a) Vacancies on the Board may be filled from the membership of the Club or left vacant until the next annual meeting.
	b) Vacancies on the Board may be filled by Directors calling a special meeting of the members to elect new Directors.

3) A quorum shall consist of a majority of Directors.

4)
	a) Meetings of the Board shall be held regularly at such time and place as may be determined by the President or the Vice-President.
	b) Special meetings may be held with reasonable notice at the call of the President or the Vice-President, or at the call of the Secretary or the Treasurer by request from two Directors.

5) Directors shall receive no remuneration for their service.

6) If a Director misses more than three consecutive Directors meetings without prior notification to a member of the Board, the Board will have the authority to replace that Director.

Article 5: Executive

1) The Officers of the Club shall be the President, Vice-President, Secretary and Treasurer. Except for the office of President, any one person can hold more than one office at a time.

2) Officers shall be elected at the AGM of the Club.

3) The President shall be the chief executive officer of the Club; shall chair all meetings of the Board and of the membership, and be responsible for the general management and supervision of the Club's affairs during his or her term of office. A Past President shall remain a Director for one term.

4) The Vice President shall, in the absence or inability of the President carry out the functions of that office as well as such other duties as may be assigned to him or her by the Board.

5) The Secretary shall be responsible for recording and distributing the minutes of all meetings of the Board.

6) The Treasurer shall be responsible for all funds and securities of the Club and shall account to the Board and to the membership for all financial transactions of the Club.

Article 6: Signing Authority

1) The signing authorities of the Club shall be the Officers of the Club.
2) All cheques shall be signed by the Treasurer and one other Officer.

Article 7: Auditor

1) The financial year of the Club shall end March 31 of each year.
2) The accounts shall be audited by an auditor appointed by the Board, unless exempted in writing by the Board.
3) The auditor's report shall be communicated to the membership at the AGM and in the first newsletter published thereafter.

Article 8: Committees

The Board may appoint such committees as it deems necessary to carry out the work of the Club.

Article 9: Members' Meetings

1) The AGM shall be held within four months of the close of the financial year, or at a later date if deemed necessary by the Board.

2a) A special meeting may be called by the President at any time.

b) A special meeting may also be called by a quorum of members, if requested in writing to the Secretary.

3) Notice of the AGM and of any special meeting shall be made known to the members at least twenty-one days before the date fixed for the meeting.

4) Ten members shall form a quorum at meetings, provided that, if amendments to this Constitution are to be entertained, the quorum shall be twenty members.

5) Voting at all meetings shall be by show of hands unless a secret ballot is demanded by a majority of the members present. Each member present shall be entitled to one vote.

Article 10: Nominations

1) The nominating committee shall consist of the 2 most recent Past-Presidents of the Club.

2) Prior to the AGM, the nominating committee shall nominate willing candidates to fill all vacancies on the Board.

3) At the AGM the nominating committee shall put forward a slate of willing candidates for all vacancies on the Board. and elections held if necessary.

4) Additional nominations may be made by the membership at the AGM and elections held if necessary.

Article 11: By-laws & Amendments

1) The Board may pass By-laws, resolutions and regulations consistent with this Constitution, and may amend, vary, or repeal the same at its discretion.

2a) Amendments may be proposed by any member of the club.

b) Such proposed amendments shall be sent to the Secretary at least six weeks before the AGM or special meeting, and shall be brought to the attention of members along with the notice of such meeting.

3) Such amendments shall become part of this Constitution on approval by a 2/3 majority of those voting at the meeting.

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