Kalyna Country

Canada's Largest EcoMuseum

                                         KALYNA COUNTRY ECOMUSEUM TRUST SOCIETY BYLAWS
                                                                         (Revised March 2013)

SOCIETY NAME:
The name of the Society is the KALYNA COUNTRY ECOMUSEUM TRUST SOCIETY.

MEMBERSHIP:
Membership fee will be set by the Board of Directors of the Society and may be changed from time to time at the discretion of the Board.
Membership in the Society will be in effect from year to year as determined by the payment of the yearly membership fee.

MEMBERSHIP ELIGIBILITY:

1. Any person being of the full age of 18 who lives within the boundaries of the ecomuseum may become a member of the Trust Society upon completion of an application and payment of the annual membership fee.

2. Any foundation, society, partnership, corporation or other legal entity within the boundaries of the ecomuseum, upon payment of the annual membership fee. Members under this classification may appoint a representative to attend general meetings and such representatives are qualified to serve on the Board of Directors.

3. Associate membership in the Kalyna Country Ecomuseum Trust Society shall be open to any non-resident individual, family, foundation, society, partnership, corporation or other legal entity, upon application and payment of the membership fee. Associate members shall not have the right to vote or hold office in the Trust society.

4. Any person who distinguishes himself by some meritorious or public service may be adopted an Honorary Member for Life by a majority vote of the Board of Directors. Such honorary members shall not be subject to payment of annual dues and shall not have the right to vote or hold office in the Trust society.

5. Any person, foundation, society, partnership, corporation of other legal entity have the right to cancel their membership in Kalyna Country Ecomuseum. Such resignation shall be in writing.
A member of the Society may be expelled from the membership if membership dues are not paid in full by the due date.

MEMBERSHIP FEE:

A membership fee will be established by the Board of Directors and approved at an annual general meeting of the Trust Society. Such fees shall remain in effect until an alteration has been approved at a general meeting. Notification of any proposed changes to the fee structure shall be provided to the members not less than twenty-one days prior to the general meeting.
A membership list shall be compiled and kept current from calendar year to year.

BOARD OF DIRECTORS:

1. The Board of Directors shall be made up of a Chairman, Vice Chairman, Past Chairman, Secretary, Treasurer and five (5) Directors.
2. The Executive Director shall be a non-voting member of the Board of Directors.
3. A quorum shall be a majority of the members of the Board of Directors.
4. The Board of Directors shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Society.
5. Meetings of the Board of Directors shall be held as often as may be required, but at least once every three months, and shall be called by the Chairman.
6. All general and special meetings of the Society shall be called with 10 days notice either by mail, telephone, fax or email.
7. All members of the Board of Directors of the Society shall be elected at the AGM.
a. The election shall allow the vote of all registered members of the Society present at the AGM.
b. The duly elected members of the Board of Directors shall each year immediately following the AGM, or at the earliest opportunity, choose the Chairman, Vice-Chairman, Secretary and Treasurer and the results sent by email, mail or newsletter to the general membership.
c. The Past Chairman shall be an “ex officio” voting member of the Board of Directors.
d. The Past Chairman, Chairman, Vice-Chairman, Secretary and Treasurer shall form the Executive Committee.
e. The Chairman shall vote only in the case of a tie vote.
f. In the event of the resignation, removal from office or inability to serve by a member of the Executive, a replacement shall be chosen by the Board from among themselves within 30 days of notice of the vacancy being given and the membership notified of the change.

PAST CHAIRMAN:
The Past Chairman (Non-elected) represents Kalyna Country when required, and assists the work of the executive committee.

CHAIRMAN:
The Chairmen shall be an ex-officio member of all committees. This person shall, when present, preside at all meetings of the Society and of the Board. In this person’s absence, the First Chairman shall preside at any such meetings, and in the absence all, a chairman may be elected by the meeting to preside.

SECRETARY:
The Secretary shall attend meetings of the Trust Society and ensure that accurate minutes of the meeting are recorded and made public at the next meeting. These duties may or may not be assigned at the discretion of the Board of Directors.

TREASURER:

The Treasurer shall attend meetings of the Trust Society and oversee the funds of the Trust Society. This includes a full detailed accounting of receipts and disbursements to be presented to the Board of Directors whenever requested. These duties may or may not be assigned at the discretion of the Board of Directors.

EXECUTIVE DIRECTOR:
The Board of Directors at their discretion shall appoint an Executive Director.
The duties of the Executive Director shall be assigned by the Board of Directors and shall be for the purposes of carrying out the mandate of the Society.
This person is a non-voting member of the Board of Directors.

REMOVING DIRECTORS/OFFICERS

Any director/officer who fails to perform his/her duties as defined in policy can be removed from office by a unanimous decision of the Executive committee. Such action will be taken after written notification to the director and a two week period for the director/officer to respond.

Members of the Board of Directors shall receive no remuneration for duties performed on behalf of Kalyna Country Ecomuseum.

AUDITING
An independent auditor(s) shall be appointed at the Annual General Meeting to review the books.
The books, accounts and records of the Society will be audited at the close of the financial year and the audited statement will be presented at the Annual General Meeting.

An Auditor will be decided upon at each Annual General Meeting for the upcoming year.
The end of the fiscal year of the Trust Society shall be December 31st.

INSPECTING THE BOOKS
Members in good standing shall have the right to inspect the books and records of the Society at the Annual General Meeting.

ANNUAL GENERAL MEETING

-An annual general meeting of the Trust Society shall be held once a year on March 31st or within thirty (30) days before or after March 31.
-Notice of the date and place of the Annual General Meeting shall be advertised not less than 21 days before the date of the Annual General Meeting.
-Persons entitled to vote at the Annual General Meeting or regular meetings of the Trust Society are members in good standing.
-All questions shall be decided by a majority of the votes of the members present in person by a show of hands.
- Voting shall be accepted in person only and not by proxy or paper.
-The Board of Directors may form any committees it deems necessary to carry out the mandate of the Trust Society and call upon any member of the Society who wishes to serve on said committees.
-Members of the Board of Directors shall not be liable for a debt or any liability of the Trust.

BORROWING POWERS:

For the purpose of carrying out its goals, the Trust Society may borrow, or raise or secure the payment of money in such manner as it thinks fit. This power shall be exercised only under the authority of the Society, and in no case shall debentures be issued without the sanction of a special resolution of the Society.

AMENDMENT OF BY-LAWS

In the future the bylaws can only be changed by a special resolution of the members.

 

Click Kalyna Country Bylaws to download a pdf version.

 

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