Constitution

Original: Dated February 16, 1996
Revision: Approved by OHS Board: January 29, 2009
Approved by OHS membership: May 3, 2009

ONTARIO HANDWEAVERS AND SPINNERS CONSTITUTION, (2009)

ARTICLE I- NAME

The name of the corporation shall be Ontario Handweavers and Spinners, hereinafter called the Guild.

ARTICLE II – PLACE OF BUSINESS

The registered office of the Corporation is to be within the Province of Ontario, at a location determined by the Board of Directors.

ARTICLE III – OBJECT

The purposes and objects of the Guild shall be to promote the crafts of spinning and weaving in the Province of Ontario and elsewhere for the education and benefit of the general public; to awaken and extend public interest and appreciation of these crafts; to provide educational services to improve the skill and artistry of those practicing these crafts; and to assist those practicing these crafts in any appropriate manner.

ARTICLE IV – OPERATION

The Guild is to be a charitable and non-profit corporation that carries out its activities without pecuniary gain to its members; any profits or other accretions to the association shall be used in promoting its objects.

ARTICLE V – DISSOLUTION

In the event of the dissolution or winding up of the corporation, it is specially provided that all its remaining assets after payment of liabilities shall be distributed to one or more recognized charitable organizations in Canada, preferably of like character.

ARTICLE VI – FINANCIAL

It is provided that, when authorized by by-law, the directors of the corporation may from time to time borrow money upon the credit of the corporation and increase or limit such sums; secure any present or future liability of the corporation by mortgage, hypothec, charge or pledge of all or any real and personal property of the corporation; and nothing herein shall limit or restrict the borrowing of money by the corporation on bills of exchange or promissory notes drawn, accepted or endorsed by or on behalf of the corporation. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation as the directors may decide.

ARTICLE VII – BY-LAWS

The by-laws of the corporation shall be those attached to this Constitution until repealed, amended or added to.

BY-LAW NUMBER 1: A by-law relating generally to the transaction of the business and affairs of and in connection with the foregoing Constitution of

ONTARIO HANDWEAVERS AND SPINNERS

Be it enacted as a by-law of the Corporation as follows:

ARTICLE ONE – DEFINITIONS

1.01 in this by-law and all other by-laws of the corporation unless the context otherwise requires:

“Alternative Voting Methods” means options that may, from time to time, be made available to Board members and OHS voting members to cast ballots on resolutions before them.

“Board” means the Board of Directors of the Corporation;

“Guild” means the Corporation without share capital incorporated under the Corporations Act of Ontario dated November 14, 1978, and named Ontario Handweavers and Spinners;

“Meeting of members” includes any annual meeting of members and a special meeting of members;

“Special meeting of members” includes a meeting of any class or classes of members as well as a special general meeting of members;

Words importing the singular number included the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated associations and organizations.

ARTICLE TWO – MEMBERSHIP

2.01 Individual membership: Individual Membership shall be available to anyone residing in the Province of Ontario; Individual members shall be entitled to all the rights and privileges of the Guild, including the right to vote

2.01.01 Life membership: Life membership is an Individual membership subject to the payment of a different fee. As of January 2005, Life memberships can no longer be purchased and are only granted at the discretion of the Board.

2.02 Family membership: Family membership in the Guild shall consist of two members of one household otherwise entitled to Individual memberships. Family members shall be entitled to all the rights and privileges of Individual members except that they shall jointly receive only one copy of any publications issued by the Guild.

2.03 Out of Province membership: Out of Province membership shall consist of all those persons resident outside the Province of Ontario who would otherwise be entitled to an Individual membership. Out of Province members shall be entitled to all the rights and privileges of Individual members except that they shall not be eligible to hold office in the Guild.

2.04 Out of Province Family membership: Out of Province Family membership shall consist of those who reside outside the Province of Ontario who would otherwise be entitled to a Family membership. Out of Province Family members shall be entitled to all the rights and privileges of Individual members except that they shall jointly receive only one copy of any publication issued by the Guild and they shall severally not be eligible to hold office in the Guild.

2.05 Local Guild membership: Local Guild membership shall consist of any spinning and/or weaving guild, corporation, partnership, other legal entity or unincorporated association. Registered Local Guild members shall have such rights and privileges as are from time to time established by the Board.

2.06 Honorary membership: Honorary membership may be granted to an individual by resolution of the Board as recognition of long and extraordinary service or for exceptional work done of an important nature in the fields of spinning and weaving. Honorary members shall have all the rights and privileges of Individual members and shall not be liable for the payment of fees and dues.

2.07 Terms of membership: The interest of all members in the Guild is not transferable and lapses and ceases to exist upon death or resignation or the winding up of the Guild or otherwise in accordance with the by-laws of the Corporation.

2.08 Removal: Upon thirty days’ notice in writing to any member, the Board may pass a resolution authorizing the removal of such member from the register of members of the Guild and thereupon such person shall cease to be a member of the Guild.

2.09 Dues and fees: Dues and fees shall be payable by all members of the Guild except as otherwise provided. Dues and fees shall be fixed by the Board and approved by the members. No member in arrears of dues shall be entitled to any privileges of the Guild.

ARTICLE THREE – BOARD OF DIRECTORS

3.01 Composition: The affairs of the Guild shall be managed by a Board of Directors elected by the members and consisting of the Executive Committee, which shall oversee the day-to-day business of the Guild, the Regional Directors and the Chairmen of the Standing Committees.

3.01.01 Executive Committee: The Board shall appoint the Executive Committee, which shall consist of the following elected officers of the Guild: President, Vice-President, Secretary, and Treasurer. The immediate Past-President shall automatically be a member of the Executive Committee.

3.01.02 Regional Directors: The Board shall appoint Regional Directors, one for each of six regions in the Province of Ontario. The boundaries of these regions will be determined by the Board. The Regional Director must reside in the region to which he is appointed.

3.01.03 Chairmen of Standing Committees: The Board shall appoint Chairmen of Standing Committees for Weaving Education, Spinning Education, Publications, and Membership Development and Promotion. There shall also be a Standing Committee for Finance of which the chairman shall be the Guild Treasurer and a Nominating Committee of which the chairman shall be the Immediate Past-President.

3.02 Qualification: To be qualified as a director, a person must be eighteen or more years of age, an Individual or Family member of the Guild, and a resident of the Province of Ontario.

3.03 Election and Term: The whole Board shall be elected every other year at an annual meeting of members to hold office until the next but one annual meeting of members; but if a new Board is not elected there, the directors then in office shall continue in office until their successors are duly elected. A member of the Board may serve a maximum of four consecutive years in any one position on the Board, or a total of eight consecutive years in various positions on the Board. The election may be by a show of hands or by resolution of the members or by mail ballot previously conducted and ratified by the annual meeting.

3.04 Vacation of office: The office of director shall be vacated upon the occurrence of any of the following events: if a receiving order is made against him or if he makes an assignment under the Bankruptcy Act; if an order is made declaring him to be a mentally incompetent person or incapable of managing his affairs; on death; if by notice in writing to the Secretary of the Guild he resigns the office. If a director fails to attend Board meetings, then he must provide evidence that he is fulfilling the requirements of the office or he will be deemed to have vacated the office.

3.05 Removal of directors: The members may, by resolution passed by at least two-third of the votes cast thereon at a general meeting of members called for that purpose, remove any director before the expiration of his term of office and may, by a majority vote, elect any person who is qualified in his stead for the remainder of the term.

3.06 Vacancies: Vacancies on the Board may be filled for the remainder of the term of office either by the members at a general meeting called for the purpose or by the Board if the remaining directors constitute a quorum.

3.07 Quorum: The Board shall be composed of fifteen directors of whom seven shall constitute a quorum for the transaction of business. Notwithstanding vacancies, the remaining directors may act if constituting a quorum.

3.08 Calling of meetings: Meetings of the Board shall be held from time to time at the call of the Board or the President or any four directors. At least one meeting of the Board shall be held in each financial year within thirty days of the election of the Board. Notice of the time and place of every meeting shall be given to each director not less than twenty-one days before the time when the meeting is to be held, save that no notice shall be necessary if all the directors are present or if those absent waive notice or otherwise signify their consent to such meeting being held. Provided a quorum of directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of members at which such Board is elected.

3.09 Regular meetings: The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the time and place of regular meetings shall be sent to each director immediately after being passed, but no notice shall be required for any such regular meeting provided that such resolution is passed at least twenty-one days prior to any such meeting or meetings.

3.10 Place of meeting: Meeting of the Board shall be held at the head office of the Guild or elsewhere in the Province of Ontario.

3.11 Participation: A director may participate in a meeting of directors by means of simultaneous communication and a director participating in such a meeting is deemed to be present thereat.

3.12 Conduct of meetings: The conduct of all meetings of the directors, of the members and of committees shall be governed by the rules contained in the current edition of Robert’s Rules of Order Newly Revised in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Guild may adopt.

3.13 Chairman: The President or in his absence the Vice-President shall be chairman of any meeting of directors; if no such officer be present, the directors shall choose one of their number to be chairman.

3.14 Votes to Govern: At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question; in the case of an equality of votes, the chairman shall be entitled to cast a vote. Any question at a meeting of directors shall be decided by a voice vote or by a show of hands unless after a show of hands a poll thereon is required or demanded. Upon a show of hands, every director who is present and entitled to vote shall have one vote. Whenever a vote by such means has been taken and a declaration is made by the Chairman of the meeting that the vote on the question was carried or carried by a particular majority or not carried, an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of number or proportion of the vote recorded in favour or against any resolution or proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the directors upon the said question.

3.15 Interest of directors and committee members in contract: No director or committee member shall be disqualified by his office from contracting with the Guild nor shall any contract or arrangement entered into by or on behalf of the Guild with any director or committee member or in which any director or committee member is in any way interested be liable to be avoided nor, subject to the provisions of any law, shall any director or committee member so contracting or being so interested be liable to account to the Guild or any of its members for any profit realized by any such contract or arrangement by reason of such a director or committee member hold office or the fiduciary relationship thereby established.

3.16 Declaration of interest: It shall be the duty of every director of the Guild who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Guild to declare such interest to the extent and manner and at the time required by law and refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement.

3.17 Remuneration: The directors and committee members shall receive no compensation either directly or indirectly for acting as such and shall not receive either directly or indirectly any profit from their office. The directors and committee members may be paid their traveling and other out-of-pocket expenses properly incurred by them in the performance of the business of the Guild previously authorized by the Board and in attending meetings of the Board or its committees. No confirmation by the members of any such payment shall be required.

3.18 Ex Officio: The Board may from time to time appoint ex-officio members to the Board, but such members shall have no vote nor shall they be counted for the purpose of a quorum; they shall have all other rights and privileges of a director.

3.19 Committees: The Board may from time to time appoint Committees for any purpose and may invite the chairmen of such Committees to be ex-officio members of the Board. The President shall be a member ex-officio of all Committees except the Nominating Committee.

3.20 Limitation of Authority: Decisions affecting the policies and the finances of the Guild shall be made only by, or with the approval of, the Executive Committee and/or the Board.

ARTICLE FOUR – OFFICERS

4.01 President: The President shall have the general management and direction, subject to the authority of the Board, of the business and affairs of the Guild and shall preside at all meetings of the Board and of the members. He shall have such other powers and duties as the Board may prescribe.

4.02 Vice-President: During the absence or disability of the President, his powers shall be exercised and his duties performed by the Vice-President. The Vice-President shall have such other powers and duties as the Board may prescribe.

4.03 Secretary: The Secretary shall attend and be the secretary of all meetings of the Board and the members and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given as and when instructed all notices to members and directors; he shall be the custodian of all books, papers, records, documents and other instruments belonging to the Guild except where some other office or agent has been appointed for that purpose. He shall perform such other duties as the Board may prescribe.

4.04 Treasurer: The Treasurer shall keep or cause to be kept full and accurate books of account in which shall be recorded all receipts and disbursements of the Guild and, under the direction of the Board, shall control the deposit of money, the safekeeping of securities and the disbursement of funds of the Guild; shall render to the Board whenever required an account of all his transactions as Treasurer and of the financial position of the Guild; shall recommend to the Board an auditor for the Guild. The Treasurer shall also serve as Chairman of the Finance Committee. The Treasurer shall have such other powers and duties as the Board may determine.

4.05 Immediate Past-President: The Immediate Past-President shall act as the liaison between the new and previous Executive Committees and Boards of Directors and shall be the chairman of the Nominating Committee. The Immediate Past-President shall have such other duties and powers as the Board may determine.

4.06 Honorary Officers: From time to time the members upon the recommendation of the Board may appoint Honorary Officers of the Guild in recognition of outstanding service. Such officers shall have such rights and privileges and powers and duties as the Board may determine.

4.07 Appointment of other officers: The Board may from time to time appoint such other officers as the Board may determine. The officers so appointed may, but need not be, directors. One person may hold more than one office save that the President may not hold the office of Secretary. The Board may at its pleasure remove any officer it has appointed.

4.08 Variation of duties: From time to time the Board may vary, limit or add to the powers and duties of any officer.

4.09 Agents and attorneys: The Board shall have the power from time to time to appoint agents or attorneys for the Guild in or out of the Province of Ontario with such powers of management or otherwise, including the power to sub-delegate as may be thought fit.

4.10 Fidelity bonds: The Board may require such officers, employees and agents of the Guild as the Board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the board may from time to time prescribe.

ARTICLE FIVE – PROTECTION OF DIRECTORS AND OTHERS

5.01 Limitation of liability: No director, officer, committee chairman or committee member of the Guild shall be liable for the acts, receipts, neglects or defaults of any other director, officer, committee chairman or committee member or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Guild through the insufficiency or deficiency of title properly acquired by order of the Board for or on behalf of the Guild, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the guild shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Guild shall be deposited, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own willful default or neglect.

No act or proceeding of any director, board of directors, officer, executive committee, committee chairman or committee shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such director, officer or chairman.

Directors and officers may rely upon the accuracy of any statement or report prepared by other directors, officers, committee chairmen or auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.

5.02 Indemnity: Every director, officer, committee chairman and committee member of the Guild and his 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 Guild from and against all costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him for in respect of any deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the Guild; except such costs, charges or expenses as are occasioned by his own willful neglect of default.

ARTICLE SIX – BUSINESS OF THE GUILD

6.01 Financial year: Until otherwise ordered the financial year shall end on the last day of December in each year.

6.02 Execution of instruments: When authorized by the Board, deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the guild by the President, Vice-President, Treasurer, Secretary or another director. The Board may from time to time direct the manner in which end the person or persons by whom any particular instrument or class of instruments may or shall be signed.
6.03 Banking: The banking business of the Guild shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe.

6.04 Annual Budget: The Finance Committee shall prepare a budget to be submitted to the Board for approval.

ARTICLE SEVEN – MEETING OF MEMBERS

7.01 Conduct of meetings: The Rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Guild in all cases to which they are applicable and in which they are not inconsistent with these By-laws and any special rules or order the Guild may adopt.

7.02 Annual meeting: The annual meeting of the members shall be held at such time and on such day in each year as the Board or the President may from time to time determine for the purpose of receiving reports and statements required to be placed before the annual meeting by law, electing directors and officers, appointing auditors and fixing or authorizing the Board to fix their remuneration and transacting any other business that may properly be brought before the meeting and that is contained on the agenda of the meeting.

7.03 Special meetings: The Board, the President, any four directors, or, by signed petition, one-tenth of the members of the Guild shall have the power to call a special meeting of members at any time.

7.04 Place of meeting: Meeting of the members shall be held at the head office of Guild or elsewhere in the Province of Ontario if the Board or the President shall so determine.

7.05 Notice of Meetings: Notice of the time and place of each meeting of members shall be given not less than fourteen working days before the day on which the meeting is to be held to each member of record at the close of business on the day in which the notice is given. Notice of a special meeting of members shall state the general nature of the business to be transacted at it. The auditors of the Guild are entitled to receive all notices and other communications relating to any meeting of members which any member is entitled to receive.

7.06 Chairman, secretary and scrutineers: The President or, in his absence, the Vice-President shall be chairman of any meeting of members; if no such officer be present within fifteen minutes from the time fixed for holding the meeting, the members present shall choose one of their number to be chairman. If the Secretary of the Guild is absent, the Chairman shall appoint some person, who need not be a member, to act as Secretary to the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by the Chairman or with the consent of the meeting.

7.07 Persons entitled to be present: The only persons entitled to attend a meeting of members shall be those entitled to vote thereat, the auditors of the Guild and others who although not entitled to vote, are entitled or required under the provision of any Act or Constitution or By-law to be present at the meeting. Any other person may be admitted only on the invitation of the Chairman with consent of the meeting.

7.08 Quorum: A quorum for the transaction of business at any meeting of members shall be ten persons present in person and entitled to vote thereat.

7.09 Right to vote: At any meeting of members every person shall be entitled to vote who is at the time of the meeting entered in the books of the Guild as a member of the Guild entitled to vote. 7.10 Mail ballot: Members may vote by mail ballot or alternative voting methods as established by the Board to decide any issue in respect of which they are entitled to vote, and such votes cast by ballot shall be included in the voting at a meeting of members if the issue is to be brought before such meeting. No member shall be entitled to cast a vote twice by any means on the same question.

7.11 Votes to govern: At any meeting of members every question shall, unless otherwise required by the constitution or by-laws of by law, be determined by the majority of votes duly cast on the question and shall include votes by mail ballot if such question is to be put to the meeting.

7.12 Show of hands: Any question at a meeting of members shall be decided by a show of hands with the inclusion of such mail ballots as have been received, unless after a show of hands a poll thereon is required or demanded. Upon a show of hands, every person who is present and entitled to vote shall have one vote unless such a vote has already been exercised by mail ballot. Whenever a vote by such means has been taken upon a question, a declaration by the chairman of the meeting that the vote upon the particular question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the act without proof of number or proportion of votes recorded in favour of or against any resolution or proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.

7.13 Polls: A poll required or demanded by the chairman or any member entitled to vote on the question shall be taken in such a manner as the Chairman shall direct and shall include any mail ballots voting upon the question. A demand for a poll may be withdrawn at any time prior to taking the poll.

7.14 Adjournment: The Chairman at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.

ARTICLE EIGHT – NOTICES

8.01 Method of giving notices: Any notice to be given, sent, delivered or served pursuant to the law, the Constitution, the By-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or delivered to his last known address as recorded in the books of the Guild or if mailed by prepaid ordinary mail addressed to him at his last known address as recorded in the books of the Guild or if sent to him at his said address by any means of wire or wireless or any other form of transmitted or recorded communication. The Guild may change the address on the books of the Guild of any member, director, officer or auditor in response to any information believed to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post-office or public letter box; a notice by wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been delivered when given to the appropriate communication company or agency or its representative for dispatch.

8.02 Computation of time: In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving notice shall be excluded and the date of the meeting or other event shall be included and the term “working days” shall be taken to mean Mondays to Fridays inclusive.

8.03 Omissions and errors: The accidental omission to give any notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer, or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

8.04 Waiver of notice: Any member, director, officer, or auditor may waive any notice required to be given to him under the provision of the law or the Constitution or the By-laws of the Guild. Such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

ARTICLE NINE – AUDITOR

9.01 Appointment and remuneration: The members shall at each annual meeting appoint an auditor to audit the accounts of the Guild to hold office until the next annual meeting, provided that the Board may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board.

ARTICLE TEN – BY-LAWS

10.01 Repeal and amendment: The By-laws of the Guild may be repealed or amended or added to by By-law enacted by a majority of the directors at a meeting of the Board and confirmed by an affirmative vote of at least two-thirds of the members at a meeting duly called for the purpose of considering the said By-law.