CMS Constitution

CONSTITUTION OF THE CALGARY MILITARY HISTORICAL SOCIETY

 

ARTICLE I  Title

1. The name of the Society shall be the Calgary Military Historical Society hereinafter referred to as "The Society".

 

ARTICLE II  Objectives

1. The objectives of The Society shall be:

a) to promote and foster general interest in military heritage and traditions through collecting of military artifacts and study of military history and related subjects.

b) to assist collectors, students, and interested individuals and organizations in their researches pertaining to Article II.1.a.

c) to organize regular meetings and shows to include, inter alia, lectures, papers, displays and sales of items.

d) to publish such information, particularly results of individual research and items of particular interest, to the membership, as may be practical within either a regularly-issued journal, a Society website, or both..

e) to do all such things as, in the opinion of the Executive Committee, shall tend to advance the interests of members as stipulated in Article II.1.a.

 

ARTICLE III  Operations

1. The affairs of The Society shall be conducted by the Executive Committee.

 

ARTICLE IV  Membership

1. Any person of good reputation can become a member of the Society subject to the Bylaws of The Society.

2. Membership of The Society shall consist of:

a) Ordinary Members

b) Honorary Members

c) Life Members

d) Corporate Members

3. Ordinary Members shall be those persons who have met all requirements of The Society and are in good standing according to the Bylaws of The Society. Such members shall be entitled to full rights and privileges of The Society and shall be subject to all obligations of The Society.

4. Honorary Members shall be interested individuals whom the Society may see fit to elect. Such members shall be entitled to attend meetings and receive publications and other Society information and shall be subject to the Code of Ethics of The Society but shall have no rights of vote or nomination nor shall they be eligible for election to any of the Offices of The Society. They shall not be required to pay a yearly subscription.

5. Life Members shall be such Members of the Society who, having given long and/or outstanding service to The Society, the Society desires to honour. Such members shall be entitled to full rights and privileges of Society membership and shall be subject to all obligations of The Society. They shall not be required to pay a yearly subscription.

a) Any voting member of the Society in good standing may nominate any other member of the Society in good standing to the title of Life Member. Such nomination shall be presented in writing directly to the Executive Committee who at their discretion shall table such at an appropriate General Meeting; acceptance shall be by simple majority of those voting members attending that General Meeting.

6. Any organization, club, society, association, corporation, museum, library, archives, or institution, whose officers are of good reputation, shall be eligible to apply for Corporate Membership. Such application and ensuing rights and privileges and obligations shall be as for Ordinary Members with the group having one vote to be exercised by a duly-authorized representative of that group, and shall receive one only copy of the Society's official publications.

7. Applicants for Ordinary and Corporate Membership shall be required, upon receipt of a duly-completed Society application form, to undergo a three (3) month probationary period, at no expense to the applicant; notice of such application to be made in the immediately following Journal; probationary members shall be allowed to attend and participate in General Meetings during said probationary period but shall have no rights of vote, nor shall they be eligible for election to any of the Offices of the Society. Acceptance of application to be by simple majority vote of those eligible members present at the third monthly meeting following said application.

a) Following approval of full membership, it shall take effect upon receipt of one year's membership subscription by the Treasurer on behalf of the applicant, as stipulated elsewhere herein.

8. Annual Membership dues will be set from time to time at the Society's Annual General Meeting as outlined under Article IX.2.c.

9. Membership in The Society is a privilege and not a matter of right. A member shall cease to be a member for any of the following reasons:

a) If he/she shall resign by notice in writing to the Secretary. He/she shall not be entitled to the return of any part of the current yearly subscription only.

b) If his/her annual subscription shall be in arrears for three months. To be reinstated, the suspended Member shall pay all arrears in fees and/or assessments plus a further five (5) dollar administration fee, at the discretion of the Executive Committee. Otherwise, the suspended Member shall reapply for membership in the normal fashion if he/she wishes reinstatement.

c) Following confidential investigation and report and recommendation of the Executive Committee, the Membership may pass a special resolution by secret ballot by two thirds (2/3) majority of those eligible members present at a General Meeting to remove the membership of any Member; reasons being breach of the Code of Ethics of The Society, or conduct detrimental to the welfare and/or good reputation or contrary to the purpose of The Society. The individual in question shall have right to present arguments in defence prior to deciding the resolution.

d) Any member, so disciplined under Article IV.8.c., shall have the right to formal appeal within 60 days of date of disciplinary action.

 

ARTICLE V  Bylaws

1. The Bylaws are the rules, regulations and principles by which The Society's daily affairs are administered, and reside within and are inclusive of, the Constitution of The Society.

2. Records of the Bylaws in effect shall reside with and be kept up-to-date by the Secretary. The Secretary shall make them available to any member upon request.

 

ARTICLE VI Code of Ethics

1. As condition of membership, all Members of The Society shall be obliged to abide by this Code of Ethics of The Society as follows:

a) Each member shall agree to support and be governed by the Constitution/Bylaws of The Society and such regulations and policies as may be in force from time to time.

b) Each member shall conduct himself/herself in a manner consistent with the high ideals and welfare of The Society as stipulated and understood, and shall temper any dealings with fellow members and the general public with the highest plane of honesty, fairness and morality.

c) Each member shall agree to treat his/her fellow members with the due respect that is their given right.

d) Each member shall agree to honour any contracts or personal commitments of dealings made with fellow members, to the best of his/her ability, whether such are verbal or written.

e) Each member shall agree to neither accept, buy, give away, nor sell items of questionable ownership. If having inadvertently done so, the member shall take immediate, appropriate and reasonable steps to correct such error.

f) Each member shall agree to represent an item as genuine only if, to the limit of his knowledge and experience, he/she believes it to be so, and shall make immediate and appropriate redress, should such item be determined to be non-genuine. Further each member shall agree to clearly indicate and mark as such, all items sold, exhibited, produced or advertised by himself/herself, that are counterfeits, copies, restrikes, or reproductions.

g) All members shall agree to assist fellow members, as mentor as is reasonable, in the quest of military historical and collecting knowledge, to the best of their abilities, and shall endeavour to provide reasoned and honest advice and information, without material compensation, to any legitimate request arising from outside the membership of The Society, while acting as a direct representative of the Society.

h) Any grievances or concerns or reasons of redress relating to fellow members and the objectives and obligations of the Society, shall either be handled on a one-on-one basis or by written and signed submission to the President; the Executive Committee shall confidentially investigate such submissions and, at its discretion and as appropriate, shall make its findings public through report to the membership at large.

i) Each member shall conduct himself/herself to others in a manner he/she would wish to be treated.

2. The Code of Ethics shall reside with and be kept up-to-date by the Secretary. The Secretary shall make them available to any member upon request.

 

ARTICLE VII  Amendments to the Constitution/Bylaws

1. Any Ordinary, Life or Corporate Member may propose or request amendment of the Constitution/Bylaws by submitting Special Resolution in writing to the membership at any General Meeting; publication of the Special Resolution to be made in the immediately following Journal and/or on the Society website, or by special distribution of said resolution to all voting members. Thereby, decision by Special Resolution shall be held at the next scheduled General Meeting. To become effective the proposed or amended items require a two-thirds (2/3) majority of those eligible members present at the meeting, providing a quorum is present.

2. The Executive Committee may propose or request amendment of the Constitution/Bylaws by submitting Special Resolution in writing to the membership at any General Meeting; publication of the Special Resolution to be made in the immediately following Journal and/or on the Society website, or by special distribution of said resolution to all voting members. Thereby, decision by Special Resolution shall be held at the next scheduled General Meeting. To become effective the proposed or amended items require a two-thirds (2/3) majority of those eligible members present at the meeting, providing a quorum is present.

3. Twenty-five (25) percent of current voting Membership shall constitute a quorum for this purpose.

 

ARTICLE VIII  Officers Of The Society

1. The Officers of the Society shall be the President, Secretary, Treasurer, immediate Past President, and any appointed Directors, collectively called the Executive Committee, and hereinafter termed the Committee. Further, duties of a Membership Secretary shall be inclusive to the responsibilities of either the Secretary or Treasurer, decided by mutual agreement between individuals holding those offices.

2. All officers of the Committee, excepting the Immediate Past President, shall be elected, or appointed in the case of Directors, at the Annual General Meeting.

3. Terms of office for elected Officers and appointed Directors shall be one year. Any officer may be re-elected however no Member shall hold the office of President for more than three consecutive terms.

4. The Committee may, at their discretion and with the approval of the voting membership, appoint up to a maximum of four (4) Ordinary, Corporate or Life Members to act as Directors; each director shall receive one vote on the Committee.

5. The Committee, at their discretion, shall also appoint an Editor and Archivist/Librarian who shall be ex officio to the Committee, unless they are also appointed as Directors of the Society.

a) The Editor shall publish and distribute any Society publications including a regular Journal to all Members of good standing. The journal shall contain, as a minimum, minutes of the immediate past General Meeting and notice of the next General Meeting stating time, place, date and agenda.

b) The Archivist/Librarian shall keep and preserve all non-current documents and other items relating to the affairs of the Society including books, tapes, films and artifacts.

c) The Historian shall, at his/her best knowledge and ability, respond to enquiries or requests of a historical nature made to the Society, whether these originate from members or outside the Society. Such responses shall not be construed as binding opinions of the Society itself or its membership at large.

6. All Officers and Appointees shall serve without compensation.

7. Any member in good standing may nominate any other member in good standing for election as an Officer of The Society, with exception as stated in Article IV.2.b. Nominations for election to the Offices and Committee of the Society may either be submitted in writing to the Secretary, no earlier than one calendar month preceding the day fixed for the Annual General Meeting, or verbally at the said Annual General Meeting.

8. All nominations of Officers shall be made with the consent of the individual. Nominees who are not present at the Annual General Meeting shall beforehand make their consent known to the out-going Committee.

9. Where more nominations of Officers are received than there are vacancies, the positions shall be determined by secret ballot by simple majority of those eligible members present at the Annual General Meeting. Nominations and voting on new Officers shall be conducted by a Member in good standing, appointed by the out-going Committee.

10. The Committee may, at its discretion, appoint any Ordinary or Life Member to fill a vacancy and may co-opt not more than three members to the Committee for any special purpose. The Committee may, at its discretion, convene a Special Committee. Any Special Committee so established may be rescinded at the discretion of the Committee.

11. An Officer, either appointed or elected, may be removed from office for conduct unbecoming his/her position; such Special Resolution to be made following submission in writing to the Committee and subsequent publishing of same in the immediately following Journal and/or the website of the Society. To become effective the resolution requires by secret ballot a two-thirds (2/3) majority of those eligible members present at the meeting. The individual in question shall have the right to present arguments in his/her defence prior to voting the resolution.

12. The Committee shall carry out the administrative functions of The Society.

a) The Committee shall not, without the concurrence of the voting Membership, have authority to commit The Society to any course of action which would result in a financial commitment beyond the normal expenditures of the Society.

b) The Executive Committee shall not, without the concurrence of the voting Membership, have authority to commit The Society to any course of action which would result in a work or volunteer commitment of Members of The Society.

 

ARTICLE IX  Meetings

1. The Society shall hold a General Meeting on or about the third Tuesday of each month.

2. The Society at its discretion shall designate either the September or October General Meeting each year as its Annual General Meeting at such time and place as shall be determined by The Committee.

a) Any member desiring to bring business before the Annual General Meeting  shall give specific notice to the Secretary prior to said meeting.

b) Society business to be conducted at said meeting to include annual reports from the President, Treasurer, Editor, Librarian/Archivist, Historian, the election of Officers and confirmation of annual dues for the following membership year; all other business and normal monthly customs to be carried over to the next regular General Meeting unless a timely decision is required.

c) Setting of annual dues shall be by majority vote of attending members, subject to requirements of quorum. Changes to dues shall go into effect as outlined in Article X.l.

3. Prior notice of every General Meeting shall be given to all persons entitled to receive such notice through The Society Journal and/or Society Website, or by direct contact and will specify the place, day and hour of said meeting.

a) The accidental omission to said notice to, or the non-receipt of notice by any person entitled to receive notice thereof shall not invalidate any resolution passed or proceedings had at any meeting.

4. The Committee may, at their discretion, convene an extraordinary General Meeting for any specific purpose. Such meeting may also be convened by the Secretary upon direction in writing by ten (10) or more voting members.

5. The President shall preside as Chairperson at Committee meetings or, in his/her absence, the members of The Committee shall appoint one of their number to preside. Resolutions arising at any meeting shall be decided by simple majority by show of hands except as stipulated elsewhere herein; the Chairperson to have a casting vote in cases of equality.

a) Three (3) Committee members shall constitute a quorum of The Committee.

6. No business shall be transacted at a duly-constituted Society Meeting unless a quorum is established.

a) A total of ten percent (10%) of voting members attending a General Meeting shall constitute a quorum at any duly-constituted Society meeting, except as stipulated elsewhere herein.

c) If, within one-half hour of the time appointed for the holding of a meeting, a quorum is not present, the meeting shall be dissolved, and reconvened at such other time and place as the President or acting Chairperson determines.

7. The President shall preside as Chairperson at General Meetings or, in his absence, the Chair will be assumed, in order, by the Secretary, the Treasurer, the immediate Past President.

a) Ordinary resolutions arising at any General Meeting shall be decided by show of hands by simple majority vote of a quorum present, where such resolution is properly raised. No proxy votes shall be accepted except where stipulated elsewhere herein.

8. The Chairperson may, with consent of attending Members at which a quorum is established, adjourn a meeting.

9. The Committee shall cause proper minutes to be made of all appointments and decisions made by the Committee and of proceedings of all General Meetings of the Society and of the Committee; the minutes thereof approved by the Membership at the immediate following meeting shall be sufficient evidence without further proof of the facts therein stated.

10. In cases of emergency or in matters requiring immediate resolution or response Officers of the Society shall be empowered to act on behalf of the Committee. but in such cases shall report to the full Committee at the earliest moment.

 

ARTICLE X  Subscriptions

1. The annual subscription or dues shall fall due on  the date of the Annual General Meeting of each year, the amount to be fixed at the Annual General Meeting on the recommendation of the Committee and subsequent concurrence of the Voting Membership present at that meeting.

2. The first renewal subscription of members applying for membership on or after March 1 in any year shall fall due on  the date of the Annual General Meeting following of the same year.

 

ARTICLE XI  Income

1. The Income of The Society shall be applied solely towards the objectives of The Society.

 

ARTICLE XII  Accounts

1. The Committee shall cause proper books of accounts to be kept and reported to by the Treasurer at each General Meeting.

2. The fiscal year of The Society is deemed to be September 1 to August 31 inclusive.

3. At the Annual General Meeting, the Committee shall lay before The Society a proper Income and Expenditure Account made up to a date not more than one (1) month prior to such meeting. Such report shall be made available for audit at wither the request of The Committee or by simple majority of members attending that Annual General Meeting.

 

ARTICLE XIII  Audit

1. If requested under article XII. 3 the books, accounts, and records of The Society shall be examined and the correctness thereto ascertained by two (2) competent reviewers who shall not be members of the Committee and who shall be appointed by the Membership at the preceding Annual General Meeting.

 

ARTICLE XIV  Society Property

1. The property of The Society shall be vested in three Trustees who shall be the holders for the time being of the Offices of President, Secretary and Treasurer.

a) The property of the Society shall be held by the Trustees for the benefit of the Members of the Society.

b) In the event of the society being dissolved, the property of The Society shall be disposed of by the Trustees, at their discretion, consistent with the objectives of The Society and for the benefit of the Members of the Society.

c) The Editor and Librarian/Archivist will assume responsibility, under authority of the Trustees, for any property of The Society in their care during the term of their appointment, and shall within thirty (30) days prior to the Annual General Meeting, submit an accurate written inventory of all such property to the Secretary.

2. The Seal of the Society shall reside with, and be affixed to documents or other instruments, by the President of The Society, upon resolution of the Committee.

3. A Member may, at the discretion of the Committee, be called upon to pay all damages to property of The Society which may have been caused or effected in any manner whatsoever by that member.

 

ARTICLE XV  Authority of Members

1. No Member of The Society shall borrow money under the authority of The Society.

2. No Member of The Society shall commit The Society to action, liability or support of any cause or organization without prior approval of the Committee.

3. The Secretary shall sign all documents and correspondence on behalf of the Society, with the following exceptions, which shall be signed by the President.

a) Changes and revisions to the Society's constitution/bylaws

4. Cheques, money orders, bank drafts or other documents representing a financial commitment of the Society shall be signed by a minimum of two (2) of the President, Secretary and Treasurer. It shall be the responsibility of the Treasurer to ensure the signing authority of these individuals is communicated to the Society's bank.

 

ARTICLE XVI  Awards

1. The Maurice Harvey Memorial Award shall be awarded annually to the Member who best exhibits dedication and work to the furthering of the objectives of The Society.

a) Nominations for such award to be made, by secret ballot, at the Annual General Meeting or other designated General Meeting determined by The Committee if said nominations and voting cannot occur at the Annual General Meeting, or by proxy vote in writing received prior to said designated meeting, whereby a Special Committee convened by and including the President, will determine the recipient; requirements of quorum to be waived.

b) Such award to be presented at a suitable later time at the discretion of The Committee.

 

ARTICLE XVI  Dissolution

1. If, at any General Meeting, a resolution for the dissolution of The Society be passed by a majority of members present, and such resolution shall, at a extraordinary General Meeting convened for that specific purpose, held not less than three months later, be passed by a majority of two-thirds (2/3) of the voting members thereon, the Committee shall thereupon or at such future date as shall be specified in such resolution, proceed to realize the property of the Society and after the discharge of liabilities shall dispose thereof in accordance with Article XIII.1.b.