ARTICLE 1. Purpose

1. The purpose of the Galt Horticultural Society, herein referred to as the Society, is to promote horticulture.

ARTICLE 2. Objectives

1. a) To hold meetings respecting the theory and practice of horticulture.
2. To encourage and support the planting of trees, shrubs, and flowers on public and private grounds.
3. To promote gardening and outdoor beautification projects.
4. To organize horticultural special events and projects.
5. To promote the protection of the environment.
6. To provide horticultural education to the membership and to the community to stimulate growth and interest in horticulture.
7. To support the Ontario Horticultural Association and our local district.
8. To maintain facilities for Galt Horticultural Society purposes.
9. To encourage the involvement of youth in horticulture.

ARTICLE 3. Memberships

1. Any person is eligible to become a member by paying the annual fee.
2. Any change in membership fees shall be decided by vote at an Annual General Meeting or Special General Meeting.

ARTICLE 4. General Meetings

1. A meeting means any gathering that may be held at an in-person venue or may be held via telephone, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously.
2. All meetings may be held at an in-person venue or may be held via electronic means provided such means allows all in attendance the ability to hear and also the opportunity and ability to have voice and to vote.
3. Under normal circumstances General Meetings of the Society should be held monthly with a minimum of eight general meetings each calendar year. In exceptional circumstances meetings may be held as decided by the Board of Directors and Executive, herein known as the Board.
4. The location will be decided by the Board.
5. The first meeting of the calendar year may be designated as the Annual General Meeting, herein referred to as the AGM. Annual General Meetings are held each year.
6. The Secretary shall call a Special General Meeting (SGM) at the request, in writing, of not fewer than 20% of the members of the Society. The Board can also call Special General Meetings as required.  The Board shall give at least two weeks of notice of such meeting with the full explanation of the purpose for which it has been called.
7. The Board shall determine if there will be any business to be discussed at the next General Meeting.
8. For the transaction of business:
   1. General and Special Meetings require a quorum of three times the number of the Board plus one;
   2. AGM’s require a quorum of twice the number of the Board plus one.

• The meetings shall be conducted in the manner of Roberts Rules of Order.

1. 1. In the event of a tie, the Chairperson casts the deciding vote only, when doing so, would be in the best interests of the Society. Otherwise, the motion is defeated.  Voting at meetings shall be by a show of hands or by ballot if requested.
   2. A Notice of a Motion to be presented by a member, for a meeting, must be conveyed to the President at least 10 days prior to the next Board meeting. And this Board meeting must be immediately prior to the meeting at which the motion is to be put forward.
   3. All paid up and life members over 18 years of age are eligible to vote at meetings.
   4. Visitors are welcome at General Meetings.

ARTICLE 5. Directors and Executive of the Board

1. The Board consists of Directors and Executive. Directors share one job description and serve a term of two years.  A year is defined as the time from one AGM election to the next AGM election.  The Executive is comprised of the President, 1^st Vice President, 2^nd Vice President, Immediate Past President (if applicable), a Secretary and a Treasurer and serve during the President’s term of two years.  Each Executive position has its own job description.  The terms may be altered at the discretion of the Board.
2. A minimum of six Directors should be elected by the Society. To provide continuity, it is desirable to elect half of the Directors each year so that experienced Directors serve in every year.
3. Directors are expected to hold positions on committees.

ARTICLE 6. Management

1. The affairs of the Society shall be managed by the Board.

ARTICLE 7. Nominating Protocol- Appointments

1. The Board shall be responsible annually for designating a nominating protocol for the positions in Article 5 above and advising the membership thereof. The Board shall direct the Nomination Committee to develop and oversee the election.

ARTICLE 8. Board Candidates

1. The Nominating Committee calls to the membership for Board nominees.
2. The nominees from the membership are vetted by the Nominating Committee.
3. The Nominating Committee shall present the slate of Director and Executive nominees to the current Board for review and approval.
4. With Board approval, the Nominating Committee conducts the voting procedures and manages the election. The voting procedures consists of naming all candidates to the membership, the candidate’s desired Board position and the timeline and deadline for membership voting.  The election part is collecting and tabulating of membership votes and presenting the results to the Board.
5. Upon Board approval, the membership receives the results of the election.

ARTICLE 9. Board Meetings

1. A meeting of the Board shall be held at the call of the President or upon request of any three of the Directors and/or Executive. Board members shall be notified at least seven days before the time fixed for the meeting. The Board shall normally meet one to two weeks before the General and Annual General Meetings.
2. A minimum of four meetings, excluding specially called meetings, shall be held each calendar year. Decisions made at this meeting should be conveyed to the membership through the newsletter.
3. Any member of the Society may attend (without voting powers) a Board meeting by notifying a Board member.
4. Regular and Special Board meetings to discuss legal and personnel matters may be held in closed session. The society members may have to recuse themselves should the Board enter into a closed session.
5. At a meeting of the Board a quorum of 51 % of the Board is required. In the event of a tie the Chairperson casts the deciding vote only when so doing would be in the best interests of the organization. Otherwise, the motion is defeated.
6. In the event of a vacancy occurring on the Board due to:
   1. the death or resignation of an Executive member or Director
   2. the unexcused absence from three consecutive Board meetings or
   3. a position remaining unfilled at the AGM,

the Board shall have the power to appoint any member of the Society to fill such a vacancy until an election to fill said vacancy can be held at the next General Meeting of the Society.

1. The Immediate Past President shall automatically become an Ex-Officio Board member for two years with voting powers concurrent with the term of the President. If a President is re-elected, the Immediate Past President position is vacant for two years.
2. The meetings of the Board shall be conducted in the manner of Roberts Rules of Order.

ARTICLE 10. Committees

1. Committees shall be comprised as listed on SCHEDULE A – COMMITTEES which is a document separate from and not included in the Constitution. Because committees are created, repurposed, or terminated as required, those changes should not require altering the Constitution every time there is a change.
2. Chairpersons shall be appointed by the Board.
3. Chairpersons and members of committees shall each serve a term to be reviewed by the Board annually. A member may serve on more than one committee.
4. All chairperson and committee member’s term of service ceases concurrently at the end of the serving President two years term. Board elections are held and then the new Board appoints the committee chairpersons.  The chairpersons appoint the committee’s members.
5. The President shall automatically become an ex officio member without voting rights on all committees.

ARTICLE 11. Accounts

1. The Society shall maintain one bank account for general purposes and any other special purpose accounts, as required.
2. The Galt Horticultural Society is a non-profit organization. The Galt Horticultural Society is a recognized Charitable Organization and has been allotted a Charity Number. This Charity Number may be used for a project or projects affiliated with the Galt Horticultural Society.
3. The Treasurer shall deposit all funds of the Society in a bank or trust company named by the Treasurer and approved by the Board. The signatories for the General Account will be the Treasurer and the President or the Treasurer and other designated Board members.
4. All receipts for donations shall be signed by the Treasurer or a designated Board member.
5. It is the duty of the Board to review, in February of each year or on query, the direction of spending of available monies to ensure that it does not lean too heavily in the direction of any particular or small group of objectives (see Section Two).
6. The maximum amount that any of the Directors, Executive member or chairpersons of committees may spend in the course of their duties shall be limited as prescribed by the Board.
7. No compensation shall be paid to any of the Directors, Executive member or member of the Society for the performance of his/her normal duties as a Director, Executive member or member of the Society. Reasonable expenses incurred in the performance of his/her normal duties may be paid.
8. The Treasurer shall provide a statement of income and expenditure and bank balance for the Society's accounts at each monthly meeting of the Board.
9. Auditor(s) shall be appointed at a meeting of the Board.
10. Copies of the Audited Statement of Income and Expenditure and the Bank Balance of the Society for the fiscal year shall be available to the Board on completion. Any members of the Society may see these statements on request. The Society's fiscal year ends December 31.
11. A Statement of Income and Expenditure and Bank Balance at the end of the Society's fiscal year shall be available at the AGM.

ARTICLE 12. Ontario Horticultural Society - Affiliation

1. The Society shall be affiliated with the Ontario Horticultural Association and shall pay the fees established by the Association and shall conform to paragraph 15 of the Agricultural and Horticultural Organizations Act 1987.

ARTICLE 13. Constitution - Amendments

1. The Constitution of the Society may be made and/or adopted, amended, or repealed by the Board providing it is confirmed at the next AGM or at a Special General Meeting of the Society called for that purpose.

ARTICLE 14. Dissolution by the Minister

1. The Society may be dissolved in accordance with paragraphs 18, 19, 20 and 15 of the Agricultural and Horticultural Organizations Act, 1987.

ARTICLE 15. Indemnification of Directors and Officers

1. Every Director, Executive member and Officer of the Society and his or her heirs, executors and administrators respectively shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Society only from and against:
   1. all costs, charges and expenses whatsoever such Director, Executive member or Officer sustains or incurs in or about any action, suit or proceeding that is brought, commences or prosecuted against him or her for or in respect of any deed, act, matter or thing whatsoever made or done or committed by him or her, in or about the execution of the duties of his or her office
   2. all other costs, charges and expenses he or she sustains or incurs in or about or in relation to the affairs of the Society; except such costs, charges and expenses as are occasioned by his or her own negligence or default, or failure to act honestly and in good faith with a view to the best interests of the Society. The Society may provide insurance to cover this liability of the Society.