NBGS Constitution


CONSTITUTION
of the
NEW BRUNSWICK GENEALOGICAL SOCIETY INC.
Société généalogique du Noveau-Brunswick inc.


Article 1 - General

  1. 1. 1 - The name of the Society is the New Brunswick Genealogical Society Inc. (sometimes hereinafter referred to as the Society).
  2. 1. 2 - The office of the Society shall be in the City of Fredericton, in the Province of New Brunswick.
  3. 1. 3 - The Society shall have affiliated Branches in various locations throughout New Brunswick and they shall be known as The New Brunswick Genealogical Society Inc. [name] Branch hereinafter referred to as the "Branch" or "Branches".
  4. 1. 4 - Branches of the Society will use as a guide the Model Constitution and By-Laws for Branches adopted September 23rd, 2006.
  5. 1. 5 - The Society shall be carried on without purpose of gain for its members. Any profits or other accretions to the Society shall be used solely to promote its objectives.

Article 2 - Mission, Mandate and Objectives

  1. 2. 1 - The mission of the Society as a volunteer provincial heritage organization is to promote and develop the study, research and preservation of genealogical records and family history.
  2. 2. 2 - The mandate of the Society is:
    1. 2. 2a - To promote the collection, preservation and accessibility of the Province of New Brunswick genealogical and heritage records.
    2. 2. 2b - To be the collective voice of genealogy and family history pertaining to the Province of New Brunswick.
    3. 2. 2c - To co-ordinate genealogical and family history related projects pertaining to the Province of New Brunswick.
    4. 2. 2d - To promote education of members and the general public in New Brunswick with respect to genealogy and heritage.
  3. 2. 3 - The objectives of the Society are:
    1. 2. 3a - To encourage the establishment of Branches within the Province of New Brunswick.
    2. 2. 3b - To encourage accuracy and thoroughness in genealogical research.
    3. 2. 3c - To encourage and instruct members and the public in the ethical principles, scientific methods, and effective techniques of genealogical research through publications, and workshops.
    4. 2. 3d - To assemble a library of genealogical guides, handbooks, reference sources, family and local histories, and other books and materials to assist the members, which shall be available to the members and the public.
    5. 2. 3e - To collect, preserve and publish materials relevant to the study of genealogy and family history.
    6. 2. 3f - To develop and maintain the human and financial resources of the Society. In this regard the Society may acquire by way of grant, gift, purchase, bequest, property (excluding real property), and to use such property in the realization of the Objectives of the Society.

Article 3 - Membership and Dues

  1. 3. 1 - Membership in the Society is open to persons, families and institutions interested in genealogy.
  2. 3. 2 - Dues, voting privileges and terms of membership shall be set out in a By-Law by the Society at its Annual General Meeting.
  3. 3. 3 - Dues are payable on the first day of each financial year. Membership shall lapse if the prescribed dues are not paid within thirty (30) days after the due date, but shall be reinstated upon payment of the prescribed dues.
  4. 3. 4 - At no time does a member, or a former member, have any claim on the assets or possessions of the Society.
  5. 3. 5 - The Board shall have the right to review complaints by any member and report to the next Annual General Meeting or Special General Meeting.

Article 4 - Board of Directors and Executive Officers

  1. 4. 1 - The Officers of the Society shall consist of a President, a First Vice-President, a Second Vice-President, a Recording/Corresponding Secretary, a Treasurer, a Membership Secretary.
  2. 4. 2 - Officers of the Society shall be elected at the Annual General Meeting.
  3. 4. 3 - The Board of Directors of the Society (hereinafter referred to as the Board) shall consist of the Immediate Past President, the Officers of the Society and three (3) representatives of each Branch, one of whom should be the Branch president. The Branch representatives shall be elected by each Branch on an annual basis with written notification to the Society.
    1. 4.3a - Branches may elect two alternative representatives to act as replacements for Branch representatives who are unable to attend Board meetings. The alternate representatives shall be elected on an annual basis with written notification to the Society. Alternate representatives shall identify themselves at the start of each Board meeting.
  4. 4. 4 - The business of the Society shall be managed by the Board.
  5. 4. 5 - Any member of the Society is eligible for election as an officer or as a member of the Board of the Society.
  6. 4. 6 - The President is, ex officio, a member of all committees of the Society and when present, presides at all meetings of the Board, Annual General Meetings and Special General Meetings.
  7. 4. 7 - No person shall serve as President of the Society for more than two consecutive terms.
  8. 4. 8 - In the event of the death, resignation or absence of the President the next Senior vice-president shall fulfill the duties of the President.
  9. 4. 9 - The President shall preside at the meetings of the Society and of the Board. The First Vice-President, if present, otherwise the Second Vice President shall perform the functions of the President when the President is unable through illness or absence, and have such other responsibilities as are assigned by the Board from time to time. In the event of the absence of the President, the First Vice-President, the Second Vice- President and the Recording/Corresponding Secretary from any meeting of the Society and of the Board the members present shall, from amongst the members present, elect a Chairperson for the meeting, pro tem.
  10. 4.10 - Officers and branch representatives shall serve on the Board for a period of one (1) year unless re-elected, or until their successors are elected.
  11. 4.11 - The editor of Generations, the journal of the Society, shall be an ex officio member of the Board. As an ex officio board member, if the editor is a member of the Society, he is counted in quorum and has the right to make motions, debate motions and vote on all questions. If he ceases to hold the position of editor, he is no longer a member of the Board.

Article 5 - Meetings

  1. 5. 1 - The Annual General meeting of the Society shall be held in May of each year for the election of officers, the presentation of reports, the appointment of an auditor, the determination of policy, and the general direction of the Society.
  2. 5. 2 - The quorum of the Annual General Meeting and each Special General Meeting shall be twenty (20) members, present and in person.
  3. 5. 3 - The quorum of a Board meeting shall be forty (40%) percent of the Board membership to the nearest whole number.
  4. 5. 4 - Special General Meetings of the Society shall be called by the Board on its own initiative by a majority vote, by the Board on the petition of twenty-five (25) members.
  5. 5. 5 - At any Special General Meeting the only business that can be dealt with is that which is specified in the notice of the meeting.
  6. 5. 6 - Every member shall be given thirty (30) days notice, either published in or included with Generations, or mailed to his last known address, or by telephone or email of the intention to hold an Annual General Meeting or a Special General Meeting, together with the time and place of the meeting and the purpose of the meeting.

Article 6 - By-Laws

  1. 6. 1 - By-laws of the Society may be enacted at an Annual General Meeting, or at a Special General Meeting, to govern the conduct of the Society.

Article 7 - Amendments to the Constitution and By-Laws

  1. 7. 1 - Amendments to the Constitution and By-Laws may be proposed by the Board, or to the Board by a Member or a Branch, in writing sixty (60) days prior to the Annual General Meeting, or sixty (60) days prior to a Special General Meeting that may be called to consider the Amendment(s).
  2. 7. 2 - The Society shall be given at least thirty (30) days clear Notice of Motion of the intention to propose such amendment(s) at the next Annual General Meeting, or at a Special General Meeting that may be called to consider the amendment(s).
  3. 7. 3 - Any amendments to the Constitution and By-laws must be approved by at least two-thirds (2/3) of the votes cast.

Article 8 - Dissolution

  1. 8. 1 - In the event of the dissolution of the Society and after payment of all debts and liabilities, the remaining property of the Society shall be transferred for safe - keeping to the Provincial Archives of New Brunswick or other similar organization dealing with the preservation of historical and genealogical source material, as determined by the membership of the Society at the time of dissolution.
  2. 8. 2 - If the Society should be re - activated within five (5) years from the date of dissolution, those properties of the Society entrusted to the organization chosen, shall be turned over to the re - activated Society by the said organization. If however, re - activation does not take place within the stipulated five (5) years, those properties of the Society entrusted for safekeeping to the organization chosen, will become the property of the said organization.
  3. 8. 3 - In the event of the dissolution of a Branch and after payment of all debts and liabilities, the remaining property of the Branch shall be entrusted to an institution located in the area in which the Branch is located, under the auspices of the Society, subject to the terms of the following Section 8. 4.
  4. 8. 4 - If a Branch should be re - activated within five (5) years from the date of dissolution, those properties of the Branch transferred to the institution, shall be turned over to the re - activated Branch by the institution. If however, re - activation does not take place within the stipulated five (5) years, those properties of the Branch entrusted to the institution, will become the property of the institution.

BY-LAWS
of the
NEW BRUNSWICK GENEALOGICAL SOCIETY INC
Société généalogique du Noveau-Brunswick inc.

By-Law 1 - Membership

  1. 1. 1 - Any person, family, or institution interested in the objectives of the Society and willing to subscribe to its Constitution and By-Laws may become a member upon payment of dues as hereinafter provided.
  2. 1. 2 - Membership shall consist of the following classes:
    1. 1. 2a - Individual. Open to any person. Each member shall have one vote when present.
    2. 1. 2b - Family. Open to any family. Each family member shall have individual membership status, provided that only one copy of correspondence and Generations shall be sent to the family membership, and further provided that no more than the same two people that are included in the family membership can vote during the Financial year.
    3. 1. 2c - Institutional. Open to museums, libraries, educational institutions and other groups interested in supporting the objectives of the Society. Institutional members may appoint one person to vote during the Financial Year.
    4. 1. 2d - Honorary. Honorary memberships shall be nominated by the Board or by a Branch in the same manner as nominations for the Officers of the Society. Honorary members shall be elected by the membership at an Annual General Meeting or a Special General Meeting. Honorary membership shall be conferred upon non-members who have been of special service to the Society or who have been, in the opinion of the membership, worthy of recognition for their contribution to the cause of genealogy in general. Honorary members shall receive Generations during the term of their Honorary membership and may attend meetings of the Society. Honorary members have no voting privileges. The term of the honorary membership shall be for a period not exceeding three years.
    5. 1. 2e - Life. Life membership shall be nominated by the Board or by a Branch in the same manner as for nomination for the Officers of the Society, and shall be elected by the membership at an Annual General Meeting or a Special General Meeting. Life membership shall be conferred upon members who have been of special service to the Society or who have been, in the opinion of the membership, worthy of recognition for their contribution to the cause of genealogy in general. Life membership is a full membership with all entitlements, and without dues.

By-Law 2 - Dues

  1. 2. 1 - Annual dues for the Society shall be set by the membership at an Annual General Meeting or a Special General Meeting.
  2. 2. 2 - Society members who are also members of a Branch shall remit their dues to the Branch. The Branch shall remit to the Society Treasurer, within thirty (30) days of receipt, the annual dues of the Society received from Branch members.
  3. 2. 3 - Society members who are not members of a Branch shall remit their dues directly to the Society Treasurer.

By-Law 3 - Responsibilities of the Board

  1. 3. 1 - The Board of the Society, subject to the Constitution and By-Laws, and subject to the directions given to it by a majority vote at any Annual General Meeting or Special General Meeting, has full control and management of the business of the Society and the custody and control of all its property of whatever kind (but not the property of a Branch) and may enter into contracts of employment.
  2. 3. 2 - The Board may appoint Chairpersons and members for the following Committees: Membership, Program, Publications, Public Relations, Financial Planning and Audit and such other Chairpersons and Committees as the Board may decide. The Board shall also appoint the Editor of Generations. All such appointments shall serve at the pleasure of the Board.
  3. 3. 3 - Members of the Board are expected to attend all duly called Board and Society meetings.
  4. 3. 4 - The Board shall meet no less than five (5) times each financial year.
  5. 3. 5 - Board meetings may be by a telephone conference call provided it has the approval of sixty-six (66%) percent of the Board provided all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this provision shall constitute presence in person at such a meeting.
  6. 3. 6 - Notice of a Board meeting shall be given to members of the Board at least one (1) week prior to the date of the meeting; however, the Board may meet on regular dates without notice, and may, by unanimous consent, meet at any time or place.
  7. 3. 7 - A meeting of the Board can be called by a petition signed by forty (40%) percent of the members of the Board.
  8. 3. 8 - The role of committees shall be set out in a Policy and Procedure Manual as approved from time to time at a Board meeting after one month notice to the Board and written in a proper policy and procedure format before approval.

By-Law 4 - Elections

  1. 4. 1 - At least three (3) months prior to the Annual Meeting the Board shall appoint a nominating committee of three (3) members.
  2. 4. 2 - The nominating committee shall report its nominations for the officers of the Society to the secretary of the Society at least six (6) weeks prior to the date of the Annual General Meeting.
  3. 4. 3 - The Board of the Society shall be notified of the nominations of the Officers of the Society at least one (1) month before the Annual General Meeting.
  4. 4. 4 - Further nominations may be placed on the floor of the Annual General Meeting, providing the written consent of the nominee has been received by the Secretary.
  5. 4. 5 - Should the position of President become vacant, by death or resignation, between Annual General Meetings, the first Vice-president, or otherwise the Second Vice-president shall fulfill the duties of the president until the next Annual General Meeting. Should any vacancies amongst the other officers occur, from death or resignation, the Board shall fill the vacant office until the next Annual General Meeting.

By-Law 5 - Duties of Members of the Board

  1. 5. 1 - The Recording/ Corresponding Secretary shall:
    1. 5. 1a - keep an accurate record of proceedings of all meetings of the Society and the Board.
    2. 5. 1b - deal with all correspondence of the Society and perform other duties as assigned.
    3. 5. 1c - retain all reports, financial statements, correspondence and documents of any kind of the Society.
  2. 5. 2 - The Membership Secretary shall:
    1. 5. 2a - keep an up to date membership and mailing list and shall perform such other duties as may be assigned.
  3. 5. 3 - The Treasurer shall:
    1. 5. 3a - receive all monies paid to the Society, pay all the bills of the Society and shall keep the Society's money in whatever financial institution as the Board, or the Society, may direct.
    2. 5. 3b - properly account for all funds of the Society and keep the books as directed.
    3. 5. 3c - submit a copy of the current financial statement at each Board meeting.
    4. 5. 3d - submit a copy of the audited financial statement to the Annual General Meeting.
  4. 5. 4 - The Second Vice-President shall chair the Financial Planning and Audit Committee
  5. 5. 5 - The editor of Generations shall:
    1. 5. 5a - be responsible for publishing Generations, the journal of the Society, on a regular basis.
    2. 5. 5b - be responsible for collecting and receiving material to be considered for publication in Generations.
    3. 5. 5c - publish in Generations any item specifically requested by the Board.
    4. 5. 5d - give a report at each Board meeting.

By-Law 6 - Meetings and Voting

  1. 6. 1 - The rules contained in the current edition of Robert's Rules of Order shall govern all meetings of the Society, except where they are in conflict with the Constitution and By-Laws of the Society.
    1. 6. 1a - Order of Business:
        Call to order
        Read and approve minutes
        Report of Officers and standing committees
        Report of Special committees
        Report of Branches
        Bills and communications
        Unfinished business
        Elections
        New business
        Announcements
        Adjournment
  2. 6. 2 - Meetings by conference telephone of the Board, or any Committee of the Society, may be held provided all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this provision shall constitute presence in person at such a meeting.

By-Law 7 - Financial Year

  1. 7. 1 - The financial year of the Society shall end on December 31st of each year.

By-Law 8 - Signing Authority

  1. 8. 1 - All cheques, drafts, orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the President or the Treasurer and one (1) of the following President, First Vice-President, Second Vice-President, Recording/Corresponding Secretary or Treasurer of the Society.

By-Law 9 - Indemnities to Officers, Directors and Others

  1. 9. 1 - Every officer or director of the Society or other person who has undertaken or is about to undertake any liability on behalf of the Society 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 Society, from and against;
    1. 9. 1a - all costs, charges and expenses whatsoever which such officer, director or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in respect of any such liability, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
    2. 9. 1b - all other costs, charges and expenses which he sustains or incurs in or about in relation to the affairs thereof, except such costs, charges or expenses as are occa sioned by his own willful neglect or default.

By-Law 10 - Branches

  1. 10. 1 - The Society encourages and arranges for the formation of, or the recognition of, Branches of the Society in any city, town, or other district in the province of New Brunswick where at least fifteen (15) persons signify their desire to be so recognized as a Branch, and in writing confirm to the Society the establishment of such Branch.
  2. 10. 2 - The objectives of each Branch shall be the same as the Society.
  3. 10. 3 - The powers of each Branch are those conferred upon it by the Society and a Branch may enact By-Laws as may be required for its own good government, provided such By-Laws are not inconsistent with the Constitution and By-Laws of the Society and provided further that a copy of such By-Laws is lodged with the Secretary of the Society.
  4. 10. 4 - Each Branch shall forward minutes of its meetings to the Secretary of the Society and shall make annual reports to the Annual General Meeting of the Society including a President's report and an audited Treasurer's report.
  5. 10. 5 - Each Branch shall have three of its members on the Board of the Society one of which shall be the Branch President.
  6. 10. 6 - Each Branch shall file with the Secretary of the Society an up-to-date copy of their Constitution and By-Laws.
  7. 10. 7 - The management of each Branch is vested in an Executive of the Branch, elected at its own Annual General Meeting. The Branch Executive shall be given such authorities and responsibilities as the Branch may decide from time to time.

By-Law 11 - Interpretation

  1. 11. 1 - In this Constitution and By-Laws the singular shall include the plural, and the masculine shall include the feminine, unless the context otherwise requires.

By - Law 12 - Policy and Procedure

  1. 12. 1 - All policies and procedures shall be included in a Policy and Procedure Manual as approved from time to time at a Board meeting after one month notice to the Board and written in a proper policy and procedure format before approval.

ADOPTION

This Constitution and By-Laws are hereby adopted to be the Constitution and By-Laws of the New Brunswick Genealogical Society Inc. at the Annual General Meeting of the Society held at Saint John, NB on the 23rd day of May 2009, replacing any previous Constitution and By-Laws, or Constitutions and By-Laws. In witness thereof we the undersigned officers of the Society have inscribed our signatures on the date herein stated.


President "George Sabean"

Second Vice-President "Mary Ellen Badeau"

Recording/Corresponding Secretary "Sherrill V. Carter"

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