Constitution et règlements de la FCSO

Cette nouvelle Constitution définissant l’incorporation de la FCSO a été approuvée à l’assemblée générale annuelle de la FCSO le 2 mai 2004 à Vancouver. Elle n’est disponible qu’en anglais. Cliquez les liens suivants pour une version complète en PDF (en anglais seulement) des lettres patentes et des règlements de la FCSO.

Letters Patent

To the Honourable Minister of Industry.

The undersigned hereby apply to the Minister of Industry for the grant of a charter by letters patent under the provisions of Part II of the Canada Corporations Act constituting the undersigned, and such others as may become members of the Corporation thereby created, a body corporate and politic under the name of

Congress of Canadian Orchid Societies, Inc. - Le Congrès Canadien Des Sociétés Orchidophiles, Inc.

The undersigned have satisfied themselves and are assured that the proposed name under which incorporation is sought is not the same or similar to the name under which any other company, society, association or firm, in existence is carrying on business in Canada or is incorporated under the laws of Canada or any province thereof or so nearly resembles the same as to be calculated to deceive and that it is not a name which is otherwise on public grounds objectionable.

The applicants are individuals of the full age of eighteen years with power under law to contract. The name, the address and the occupation of each of the applicants are as follows:

Terry Kennedy,
15 Wilmac Court, Van Dorf, Ontario LOH 1GO - Homemaker

Janette Richardson,
38 Straub Crescent, Regina, Saskatchewan S4T 6S6 - Retired

Lynne Cassidy,
16077 - 16th Avenue, Surrey, British Columbia V4A 1S3 - Retired

Lorne Heshka,
1204 DeGraft Place, Winnipeg, Manitoba R2G 1Y8 - Retired

Margaret Blewett,
6 Inverary Court, Box 88, Porters Lake, Nova Scotia B3E 1M1 - Consultant

Ingrid Schmidt-Ostrander,
7005 Brentwood Drive, Brentwood Bay, British Columbia V8M 1B4 - Retired

The said Terry Kennedy, Janette Richardson, Lynne Cassidy, Lorne Heshka, Margaret Blewett and Ingrid Schmidt-Ostrander will be the first directors of the Corporation.

III

The objects of the Corporation are:

Furtherance of objectives common to all members but requiring coordination from a single body.
Holding meetings devoted to the advancement of the culture, conservation and appreciation of orchids.
Disseminating information respecting the activities of the Congress and member Societies as well as providing educational information.
Development of educational audio-visual programs for use by member societies.
Provision of resource assistance to member societies for use in developing programs for local meetings and shows.

The operations of the Corporation may be carried on throughout Canada and elsewhere.

The place within Canada where the head office of the corporation is to be situated is: Vancouver, British Columbia.

It is specially provided that in the event of liquidation or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed rateably among those society members in good stand at the time of dissolution in the same proportions as was used for the assessment of membership fees.

VII

In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the members duly called for considering the by-law, the directors of the corporation may from time to time

borrow money upon the credit of the corporation;
limit or increase the amount to be borrowed;
issue or cause to be issued bonds, debentures or other securities of the corporation and pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient;
secure any bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.

VIII

The by-laws of the corporation shall be those filed with the application for letters patent until repealed, amended, altered or added to.

The corporation is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the corporation are to be used in promoting its objects.

The official languages of the Congress shall be English and French.

[Signed by the first Directors of the Corporation]

CONSTITUTION AND BY-LAWS

1. Head Office

Until changed in accordance with the Canada Corporations Act, the Head Office of the Congress shall be in the City of Vancouver, in the Province of British Columbia.

2. Membership

Society Membership - shall mean any Canadian not-for-profit orchid organization that wishes to support the Congress and shall be entitled to Congress privileges and activities, including ONE vote per member society. The fee for such membership and dues shall be determined by the Board of Directors from time to time and shall not be refundable.
Except as otherwise provided in these bylaws, applications for membership shall be screened by the Board of Directors, who shall have the sole authority to accept or deny such membership, and membership shall become effective only upon approval by the Board of Directors.
All members are in good standing except a member who has failed to pay its current annual membership fee or any other subscription or debt due and owing by him to the Congress and is not in good standing so long as the debt remains unpaid.
Any member may withdraw from the Congress at any time by delivering written notice to the Secretary of the Congress, but upon such withdrawal, the member shall not be entitled to any refund of any fees or dues that such member has paid.

3. Fiscal Year

The Fiscal year of the Congress shall be the period from 1 January in any year to 31 December of that same year.

4. Meetings

The annual general meeting ("AGM") of the Congress shall be held at least once every calendar year.
The AGM may be held in a different location each year insofar as is practical. Society Members, either individually or in co-operation may petition the Board of Directors for the right to host the AGM.
The responsibility of the Society Member selected to host the AGM shall be as determined by the Board of Directors from time to time.
The Board of Directors may, when necessary, convene a Special General Meeting. A Special General Meeting shall also be convened upon a written requisition signed by not less than 10% of the voting Members. The said requisition shall set out the object of the Special General Meeting proposed to be called and shall be delivered to the President of the Congress.
Upon receipt of such a requisition, the Board shall forthwith convene a Special General Meeting, and if said meeting is not convened within 45 days after the receipt of the requisition, the requisioning member, or a majority of them may themselves convene a Special General Meeting.
Not less than 30 days notice of any general meeting of the Congress specifying the place, the day and the hour of the meeting, and in the case of special business, the general nature of that business, shall be given by publication in the newsletter of the Congress, of where such publication is not practical, by sending it by regular mail to such persons as are entitled to receive notices from the Congress at the address as registered with the Congress.
Special General Meetings may be held by conference call at such time as may be agreed upon by a majority of Society Members.
Except as otherwise provided in these bylaws, each member in good standing shall be entitled to one vote at any meeting of the Congress. The votes of each Society shall be exercised by a member in good standing of the Society and shall be appointed, in writing, by the Society he/she is representing.
Proxy votes are permitted provided that voting instructions are given in writing to the person casting the vote.
The usual order of proceedings at the AGM shall be as follows:

Call to order
Declaration of Notice and Quorum
Adoption of Minutes from the previous AGM
Business Arising from the Minutes
Correspondence
Reports of the Officers
Reports of other Committees
Amendments to Bylaws
Old business
Appointment of auditor
Election of Officers
New Business
Adjournment
The Board of Directors may authorize departure from this general order of business when such change appears to be necessary or desirable.
Members will appoint an auditor at each AGM whose annual audited report of the Congress finances will be presented to the members at the following AGM.
No business shall be conducted at either an AGM or a Special General Meeting unless a quorum of members is present, in person or by proxy, at the time when the meeting is called to order. Save as herein otherwise provided, a quorum shall consist of not less than 10 members of the Congress entitled to vote, but never less than 3 persons.
If, within one hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon a requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to the same time and place the following day, and if at the adjourned meeting a quorum is not present within half a hour from the time appointed for the meeting, the members present shall be a quorum.
The chairperson of the meeting may, with the majority consent of those members present, in person or by proxy, at a meeting at which quorum is present (and shall, if so directed by the members) adjourn the meeting from time to time and from place to place, but no business shall be conducted at any adjourned meeting other than the business left unfinished at the meeting where the adjournment took place.
A special resolution shall be as defined by the Canada Corporations Act from time to time.
The accidental omission to give notice of a meeting to or the non-receipt of a notice by any of the members entitled to receive notice, does not invalidate proceedings taken at the meeting.
Kerr King Rules of Order shall be the parliamentary authority of this Society.

5. Board of Directors

The property and business of the Congress shall be managed by a Board of Directors, comprised of a minimum of three directors, who must be individuals, 18 years of age, with power under law to contract and must be members in good standing of a Society Member, also in good standing.
The applicants for incorporation became the first directors of the Congress whose term of office on the Board of Directors continued until their successors were elected.
At the first meeting of members, the Board of Directors then elected replaced the provisional directors named in the Letters Patent of the Congress.
The Board of Directors of the Congress shall be subscribers of the Charter and By-laws hereto.
The officers of the Congress shall be directors and shall constitute the Board of Directors of the Congress.
The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.
A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected
Each director shall become, upon his or her election or appointment, an Individual Member of the Congress and will be entitled to one vote at any meeting of the Society and the Board of Directors.
The directors of the Congress may administer the affairs of the Congress in all things and make or cause to be made for the Congress, in its name, any kind of contract which the Congress may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Congress is by its charter or otherwise authorized to exercise and do.
The directors shall have power to authorize expenditures on behalf of the Congress from time to time. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Congress in accordance with such terms as the Board of Directors may prescribe.
The Board of Directors shall take such steps as they may deem requisite to enable the Congress to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Congress.
While the usual form of communication by the Board shall be through electronic means, meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Congress shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
A majority of directors in office, from time to time, but no less than three directors, shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Congress.
Every director of the Congress and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Congress, from and against;
1. all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his office or in respect of any such liability;
2. all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default
The Board of Directors may appoint committees and assign responsibilities to board and non board members as required, at its discretion.
Should a vacancy occur on the Board of Directors, from time to time, the remaining member of the Board of Directors shall be entitled to appoint a person to fill the vacancy, and such person may serve as director until the AGM immediately following his or her appointment.
The minutes of the Board of Directors shall not be available to the general membership of the Congress but shall be available to the Board of Directors, each of whom shall receive a copy of such minutes.

6. Officers

The officers of the Congress shall be the President, First Vice-President, Second Vice President, Secretary, Treasurer and Past President
Officers shall be elected for a term of one year at the AGM and shall hold office until the officers are elected at the following AGM.
The President shall serve no more than two consecutive one-year terms. All other officers shall be limited to four consecutive terms in their office.
Officers shall be subject to removal by resolution of the Board of Directors at any time.
The duties of officers shall be:
President
The President shall preside at all meetings of the Congress and the Board of Directors, serve as the official representative of the Congress, sign all contracts and obligations on behalf of the Congress, appoint committees in conjunction with the Directors as needed, serve as an ex-officio member of all committees except the Nominating Committee and provide a report at the annual business meeting.

The President shall cause to be filed all necessary corporate documents with the appropriate governmental authority, e.g. the incorporation report to Industry Canada by its deadline of June 30 annually in order to maintain incorporation status in good standing.

First Vice-President
The First Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors

Second Vice President
The Second Vice-President shall, in the absence or disability of the President and the First Vice President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors

Secretary
The Secretary shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the members and of the Board of Directors, conduct the correspondence of the Congress and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. The Secretary shall be custodian of the seal of the Congress, which shall be delivered only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.

The Secretary will be responsible for ensuring that the policy and procedures book is kept current and up to date and that new polices, once approved by the membership, are included in the P&P book and transmitted to the web master for addition to the COC web site.

Treasurer
The Treasurer shall have the custody of the funds and securities of the Congress and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Congress in the books belonging to the Congress and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Congress in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. He or she shall disburse the funds of the Congress as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Congress. He or she shall also maintain a list of all members in good standing, present the audited financial statements of the Congress at the AGM, and perform such other duties as may from time to time be directed by the Board of Directors.

Past President
The Past President shall act as the chairperson of the Nominating Committee.

7. Standing Committees

The Board of Directors may appoint committees whose members will hold their offices at the will of the Board of Directors. The directors shall determine the duties of such committees.
Standing Committees shall include, but not be limited to: Awards Committee, Newsletter Committee, Education Committee, Membership Liaison, Webmaster and Conservation Committee.
All Standing Committees are responsible to the Board of Directors, who may remove any committee member, including the Chair or may add any committee member as required.

8. Execution of Documents

Contracts, documents or any instruments in writing requiring the signature of the Congress, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Congress without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Congress to sign specific contracts, documents and instruments in writing. The directors may give the Congress's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Congress. The seal of the Congress when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

9. Amendment of Bylaws

The by-laws of the Congress not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

10. Books and Records

The directors shall see that all necessary books and records of the Congress required by the by-laws of the Congress or by any applicable statute or law are regularly and properly kept.

11. Rules and Regulations

The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Congress as they deem expedient, provided that such rules and regulations shall have force and effect only until the next AGM, when they shall be confirmed, and failing such confirmation at such AGM, shall at and from that time cease to have any force and effect.

12. Interpretation

In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

Amendments

Approved. Vancouver, May 2, 2004

Amended. Calgary, October 2, 2005 (to delete section 2(a)(1) rescinding individual memberships in COC and to grant voting status only to societies that have paid current membership)

Amended. Hespeler, Cambridge, September 26, 2010

Section 4a. Deleted - and not more than 15 months after the holding of the preceding AGM. Section 2.a to allow any not-for-profit orchhid organization. Section 4m to correct a typo. Section 5b and 6c to alter to past tense. Section 5l. To note communication by electronic means. 5o. To note that the board may assign responsibilities. 6f. President shall file corporate documents. 6i. Added paragraph re: policy and procedures manual. 6j. Deleted duty to file corporate documents. 7b. Added Membership Liaison and Webmaster.