Constitution

1984 (Amendments 1984, 1986, 2005, major revision 2015)

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) 12 Directors, including officers, who shall be members in good standing throughout their term of office. Directors shall be elected at an Annual General Meeting (AGM) for a term of 2 consecutive years.
2. Vacancies on the Board may be filled by the Board’s calling a Special Meeting of members to elect new Director(s) who will serve for the remainder of the current term.
3. Meetings of the Board shall be held regularly at such time and place as may be determined by the President or the Vice-President. A quorum shall consist of six Directors.
4. Special meetings of the Board shall be held within 7 days notice at the call of the President or Vice-President, or at the call of the Secretary or Treasurer at the request of two Directors.
5. Directors shall receive no remuneration for their service.
6. Board members will abide by the ‘Guidelines and Expectations of Directors’ (Appendix 1 to the Constitution)

Article 5: Officers

1. The Officers of the Club are Directors of the Club with special duties.
2. 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.
3. Officers shall be elected for a period of two years at an AGM of the Club.
4. The President shall be the Executive Officer of the Club; shall chair the 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.
5. 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.
6. The Secretary shall be responsible for recording and distributing the minutes of all meetings of the Board.
7. 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: Election to the Board

1. Election of Officers and Directors shall be held on alternate (even) years at an AGM of the Club.
2. Elections can be made during the term to fill any vacant positions. However, the term for those elected only lasts to the next year for AGM elections.
3. Nominations for Officers and Directors may be made by the membership prior to or at the AGM. The member being nominated must have the opportunity to accept or reject the nomination. A member can nominate her/himself.
4. All club members in good standing may stand for election, including retiring board members.
5. All nominees for positions on the Board will require approval by a simple majority.
6. In the case where there are more candidates than positions, the candidates with the highest vote counts will fill the positions.

Article 7: Signing Authority

1. The signing authorities of the Club shall be the Officers of the Club.
2. All cheques shall be signed by any two officers.

Article 8: 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 9: Committees

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

Article 10: 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.
2. a) 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 11: Constitutional By-laws & Amendments

1. Changes to the Constitution include creating new by-laws, resolutions and regulations, and repealing or amending existing ones.
2. Changes can be proposed by the Board or by any member of the club.
3. Any proposed changes to the Constitution must be sent to the Secretary at least six weeks before the AGM or special meeting and shall be brought to the attention of the club membership along with the notice of such meeting.
4. Such changes shall become part of this Constitution on approval by a 2/3 majority of those voting at the meeting.

Article 12: Insurance

The Club shall at all times carry sufficient liability insurance to cover all normal activities of the Club

Appendix 1: Guidelines and Expectations of the Directors of KFN

1. Aims of the KFN

• To foster public interest and appreciation of Nature.
• To educate Club members and others about Nature.
• To promote environmental protection.
• To encourage wise stewardship of all natural resources.

2. Overall responsibility of the Board of Directors

• The Board of Directors shall be responsible for determining the business of the KFN.
• The Board of Directors will act in accordance with the aims of the KFN.

3. Individual responsibility of Board members

• 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.
• 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.
• The Secretary shall be responsible for recording and distributing the minutes of all meetings of the Board.
• 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.
• A Director appointed by the Board to serve on an outside organisation shall faithfully represent the interest of the KFN.

4. Expectations of Directors

• A Director will act at all times in the best interests of the KFN.
• A Director will respect other members’ views.
• A Director will show respect in all KFN communication, written or verbal, official or informal.

Correspondence regarding KFN policy must bear the signatures of two Board members and have the approval of the President. Copies of all correspondence should be lodged with the President.

• A Director will be honest in all aspects of KFN business.
• In the event of a possible conflict of interest, a Director will declare such conflict and take no part in subsequent discussion.

5. Sanctions

• In the event of a director deemed to be in breach of his/her responsibilities, failing to meet the high standards expected or otherwise bringing the KFN into disrepute, he/she will be required to resign on a majority vote of the Board.
• 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.