ASH Constitution and By-laws


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ARTICLE 1: NAME

  1. The organization shall be called ATLANTIC SPINNERS AND HANDWEAVERS, hereinafter referred to as “the Society”.

ARTICLE 2: AFFILIATION

  1. The Society may seek affiliation with other organizations that have similar or complementary purposes.
  2. Affiliation with another such organization, and any subsequent changes to the terms of such an agreement, shall require a three-fourths majority of votes cast at a general meeting for which proper notice of motion has been given.

ARTICLE 3: MEMBERSHIP

  1. Membership in the Society is open to all persons who express an interest in pursuing the purposes of the Society, subject to payment of the applicable fees.
  2. Each new member shall receive a copy of the current By-laws.
  3. MEMBERS are encouraged to participate fully in activities of the Society, by attending regular meetings, by serving from time to time as officers and on committees, and by contributing to the newsletter. All members shall receive a copy of each issue of the newsletter, and have full library and voting privileges. Each member is entitled to one vote.
  4. The basic membership categories shall be INDIVIDUAL, STUDENT, ADVERTISER and GROUP members.
  5. A student shall be considered to be enrolled in any educational facility full time. The student price will be one half of the individual membership cost.
  6. An advertiser shall advertise with ASH for the year from September to June. The advertiser price will be one half of the individual membership cost.
  7. A GROUP member is entitled to one vote on behalf of the group. Group members may designate a single representative to attend meetings and to vote or otherwise participate on behalf of their group. Persons belonging to group members of the Society are welcome to attend general meetings, and to participate in activities of the Society, but do not have voting or other privileges of INDIVIDUAL membership.
  8. HONORARY members may be appointed by the members. This is a lifetime honour and carries all the privileges of INDIVIDUAL membership. Candidates for HONORARY membership may be nominated by any member to the Executive Committee, which will decide whether or not to recommend the candidate for appointment as an HONORARY member.
  9. Membership is not transferable. Membership is deemed to end upon the death of the member.
  10. Members may withdraw from membership by written declaration of withdrawal to the Executive Committee. Members who have failed to pay their membership fees for a full year since the expiry of their previous membership will be considered to have withdrawn from membership. Voluntary withdrawal or simple failure to renew for a year or more will not, of itself, bar that person from obtaining membership again in the future.
  11. Membership in the Society may be revoked for behaviour deemed harmful to the best interests of the Society, at the recommendation of the Executive Committee and by approval of the members. Such behaviour may include, but is not limited to: illegal practices; misrepresenting facts; misappropriation or misuse of Society funds, property, or reputation; damage to the reputation of the Society; willful failure to follow by-laws, authorized procedures or to account to the appropriate committees or the membership.

ARTICLE 4: FEES

  1. Fees shall be charged for membership in the Society, except for HONORARY membership.
  2. The annual membership fee schedule shall be set at an Annual General Meeting by approval of the members. The fee schedule shall remain in effect until it is revised at a subsequent Annual General Meeting by approval of the members.
  3. The membership year will run from 1 September of one year to 31 August of the following year. New members joining after 31 January will pay one-half the annual membership fee to run until 31 August.
  4. Memberships not paid up following the November meeting will not receive subsequent newsletters until those fees have been received.

ARTICLE 5: OFFICERS AND DIRECTORS OF THE SOCIETY

  1. There shall be four elected officers, as follows:
    1. the President
    2. the Vice-president
    3. the Treasurer
    4. the Secretary
  2. These four officers shall also function as DIRECTORS of the Society, for the purposes of the Societies Act of the Province of Nova Scotia.
  3. The PRESIDENT is responsible for the overall supervision and administration of the affairs of the Society, and ensures that all policies and actions approved by the general membership or by the Executive Committee are properly implemented. The President presides at general meetings of the Society, chairs the Executive Committee, and is an ex-officio member of all committees. The President shall represent the Society to outside organizations, or shall appoint a representative to do so, on a regular or ad hoc basis, as necessary.
  4. The VICE-PRESIDENT fulfils the duties of the President when the person holding that office is unable to perform the duties of the President. The Vice-president also may undertake specific duties as assigned by the President, the Executive Committee, or the general membership.
  5. The TREASURER is responsible for the care and custody of the funds and other financial assets of the Society, and for making payments for all approved expenses incurred by the Society. The Treasurer maintains books of the accounts, which shall be made available for inspection by members at any reasonable time on request. At each Annual General Meeting, the Treasurer shall present an account of the finances of the Society and a budget for the following fiscal year, which shall include any consequent recommendations for changes in the membership fees.
  6. The SECRETARY is responsible for recording and keeping minutes for general and Executive Committee meetings. The Secretary is also responsible for general correspondence, and for maintaining up-to-date documentation of all decisions, policies, records, and other papers of the Society.

ARTICLE 6: ELECTIONS

  1. All members of the Society are eligible to serve as officers.
  2. The proposed slate of officers and elected chairs of committees will be presented by the Nominating Committee at the Annual General Meeting. Nominations from the floor will be accepted at this time.
  3. The slate of officers and committee chairs shall be elected by a simple majority in a show of hands vote of members present at the Annual General Meeting.
  4. If more than one individual is nominated for any position, a separate vote will be held for each such position, with the successful candidate being placed on the slate of officers prior to approval of the entire slate of officers and committee members. Such elections will be a simple majority in a show of hands vote of members present.
  5. The term of office for all positions shall be for one year. Individuals may serve no more than two consecutive terms in the same office or elected committee chair, unless otherwise decided by the membership.
  6. Officers and elected committee chairs shall take up their responsibilities immediately following the Annual General Meeting.
  7. Vacancies that occur during the year shall be filled by appointment of the Executive Committee. Such partial terms will end upon the election of the new slate of officers at the Annual General Meeting.
  8. Officers and committee chairs may be removed from office by approval of the membership if they fail to reasonably fulfil the duties required of the office or the chairmanship, or if their actions are otherwise deemed by the membership to be harmful to the best interests of the Society. If the membership of an officer or committee chair is revoked, that office or chairmanship automatically becomes vacant.

ARTICLE 7: GENERAL MEETINGS

  1. The General Membership shall retain all powers of the Society except those delegated to the Executive Committee.
  2. Regular general meetings of the Society shall be held on the second Thursday of each month, except July and August, unless otherwise notified in the newsletter, or by special notice at the direction of the President.
  3. The Annual General Meeting shall take place during the regular general meeting in the month of May each year.
  4. A quorum for all general meetings shall be 20% of the members in good standing.
  5. Passing of all regular resolutions shall require a simple majority of all members present in a show of hands vote.

ARTICLE 8: EXECUTIVE COMMITTEE

  1. The Executive Committee shall be composed of the four elected officers and the chairs of the following committees: Membership, Program, and Newsletter. The past-president and current chairs of all other committees will be eligible to attend Executive Committee meetings.
  2. The Executive Committee shall prepare and recommend policies and proposals for consideration by the general membership. This committee is also responsible for the implementation of all resolutions passed at general meetings, and for the management of the Society. The Executive Committee will oversee and decide financial matters which do not expressly require approval of the membership, or fall within the discretion of a committee or office.
  3. Executive Committee meetings may be held at the discretion of the President, or when requested by three of its members.
  4. A quorum of the Executive Committee shall be four of its members.
  5. The Executive Committee may formally empower the President or another officer to execute contracts, deeds, agreements and other documents on behalf of the Society in the course of conducting its business.

ARTICLE 9: COMMITTEES

  1. The following committees shall be established to facilitate the achievement of the purposes of the Society:

    Standing Committees:

    • Membership
    • Program
    • Newsletter (LOOMSONG)
    • Nominating
    • Auditing

    Special Committees:

    • Library
    • Hospitality
    • Workshop/Hands-on Days
    • Demonstrations and Equipment
    • Standards
  2. Additional special committees may be established by approval of a resolution at a general meeting to facilitate long-term projects or on-going activities. Chairs of special committees may serve as many one-year terms as established by the terms of reference for each committee.
  3. Terms of reference for each committee shall be documented and updated as necessary in a policy and procedures manual kept by the Executive Committee. These terms of reference may be amended by approval of the Executive Committee in consultation with each committee.
  4. Terms of reference for each committee shall include:
    1. purpose of committee and scope and limits of its responsibilities
    2. type and duration of committee
    3. number of committee members and specific qualifications, if any
    4. length of term, means of appointment and change-over or rotation of committee members
    5. frequency or schedule of meetings and activities
    6. standard operating policies or procedures of committee
    7. specific duties of committee members, if any
    8. any other relevant information specific to the committee
  5. Ad hoc committees may be established by approval of a motion at a general meeting or a meeting of the Executive Committee. Terms of reference for such committees shall be established as the first item of business for each newly established committee, if they have not already been established within the motion establishing the committee, in consultation with and subject to the approval of the Executive Committee.
  6. A quorum for all committee meetings shall be a simple majority of the current number of members of the committee.
  7. The Society shall also have the power to appoint, or to direct the Executive Committee or the President to appoint, such representatives to outside organizations as may be deemed necessary. Written terms of reference shall be established by the Executive Committee for each representative as soon as possible after the establishment of the position.

ARTICLE 10: FINANCES

  1. The fiscal year of the Society shall be from 1 April of one year to 31 March of the following year.
  2. Any change in fees as recommended in the annual report of the Treasurer shall be voted upon as a separate motion at the Annual General Meeting.
  3. All expenditures for items in excess of $300.00 that are not included in the budget for the current fiscal year shall require approval by the membership.
  4. Cheques to disburse the funds of the Society shall require the signature of two officers. Along with the Treasurer and the President, the Vice-President and the Secretary may be designated as signatories by approval of the Executive committee, and so named in the current bank documentation.
  5. The Society shall not incur any debts by borrowing money.
  6. No officer or member of a committee shall receive any remuneration for duties performed on behalf of the Society, but these persons may be reimbursed for reasonable expenses incurred while performing these duties, and for out-of-pocket purchases made on behalf of the Society or with respect to events sponsored by the Society.
  7. The Society shall be empowered to set and accept fees for the provision of services, as approved by the membership. Such fees will accrue to the Society, not to the individual members executing the services. The Society may pay individuals, members or otherwise, for their work in providing such services, but such payment will be deemed an expense in providing the service.
  8. The Society shall be empowered to raise funds to support its activities, as approved by the membership. Funds raised on behalf of specific projects will be restricted to use for those projects. Any funds raised in excess of the needs of those projects may be held in trust for future related or similar uses, or they may be reallocated to other purposes of the Society, as approved by the membership.
  9. The Society shall be empowered to invest accumulated funds to earn interest. Any such interest will accrue to the Society, and may only be used by the Society in furtherance of its purposes and in support of its programs, projects, and activities, as approved by the membership.
  10. At the end of each fiscal year, the Treasurer shall prepare a report of the accounts of the Society for the past year. The accounts shall be audited by a sub-committee of three, excluding the Treasurer, appointed by the Executive Committee, prior to presentation at the Annual General meeting.

ARTICLE 11: DISSOLUTION OF THE SOCIETY

  1. The Society may be dissolved by approval of a special resolution by a three-fourths majority of votes cast at any regular or special general meeting at which a quorum is present, provided that written notice of the special resolution proposed and its voting requirements is circulated to the membership at least one week before the  date of the meeting.
  2. In the event of dissolution of the Society, all tangible assets (such as furniture, library books, or equipment) held by the Society may be sold, auctioned, or donated by the Society. All monies remaining to the Society after the settling of any outstanding financial obligations shall be donated to one or more non-profit organizations, to be approved by the membership, or failing such approval, by the directors holding office immediately prior to dissolution.

ARTICLE 12: MISCELLANEOUS

  1. Robert’s Rules of Order shall govern the Society in all procedural matters not contained in these By-laws.
  2. These By-laws may be amended in whole or in part by approval of a special resolution by a three-fourths majority of votes cast at any general meeting at which a quorum is present, provided that written notice of the action proposed is irculated to the membership at least one week before the meeting.
  3. There will be no Seal of the Society.

Approved by the Society at a general meeting held in Halifax, in the County of Halifax, Nova Scotia, on the 8th day of February, 2001.

Marilyn J. Bowlby Kathleen C. Tummonds
President Secretary