The Ontario Archaeological Society
Corporate Constitution
Effective March 31, 2003
ARTICLE 1 - GENERAL
The name of this organisation shall be THE ONTARIO ARCHAEOLOGICAL SOCIETY, herein after referred to as the Society.
1 The privilege of using the name "The Ontario Archaeological Society" is subject to the approval of the Board of Directors.
2 The Constitution of the Society shall at all times be compliant with the Act of Incorporation of the Province of Ontario. Should any changes in the Act cause the Constitution to become non-compliant, such deficiency shall be corrected, as provided for in the Constitution.
3 The rules of order shall be governed by the Constitution and the general By-laws, and by Robert's Manual of Parliamentary Procedure on Rules of Order.
4 Amendments to the Constitution may be enacted by a majority vote of the Board of Directors, and must be ratified by a two-thirds vote of the membership at the Annual Business Meeting.
5 All artifacts from excavations and surveys conducted by the Society shall be deposited in an appropriate repository, and subject to legislation, where applicable.
ARTICLE 2 - AIMS OF THE SOCIETY
1 To bring together individuals interested in the practice, promotion and advancement of archaeology, particularly in the Province of Ontario.
2 To encourage and assist every effort, both individual and collective, which may tend to foster, elevate and advance archaeology in the fields of learning and culture, and to develop new sources of progress whenever and wherever possible.
3 To seek proper means to discourage indiscriminate investigation and digging by untrained or unqualified persons, and thereby advance the ethics of archaeology.
4 To facilitate exchange of ideas, co-operation and networking among those interested in archaeology and to foster friendship among members of other, similar, Societies thereby promoting a better understanding of its objectives.
5 To publish archaeological findings and site reports.
6 To stimulate the interest of the general public in archaeology.
ARTICLE 3 - MEMBERSHIP
1 "Individual Membership" shall be open to everyone interested in the aims of the Society.
2 "Life Membership" shall be open to an individual member upon payment of the prescribed life membership fee.
3 "Honorary Membership" may be conferred on those persons who have materially advanced the discipline of archaeology. Such membership shall be proposed at any Board of Directors meeting by any member in good standing of the Society, and following a majority vote approving recommendation, the motion shall be placed before the membership of the Society at the Annual Business Meeting. Honorary membership shall be conferred upon two-thirds assenting vote of the membership. An Honorary Member shall be entitled to all rights and privileges of an Individual Member but shall be exempt from the payment of dues for life.
4 "Institutional Membership" shall be open to any institution and shall be entitled to one vote at meetings of the Society.
5 "Family Membership" shall be open to two or more members of a family. Two members of the family must be designated as voting members who may both vote and hold office in the Society.
6 "Student Membership" shall be open to full-time students.
7 The Board of Directors shall reserve the right to admit membership.
8 Every member shall advise the Secretary of the Society of any change of address. Any notice served on a Member, directed to the last known address, shall constitute sufficient notice.
9 Evidence of membership shall be issued to all members.
10 A member whose dues are unpaid at the beginning of the fiscal year shall not be in good standing and may not vote, hold office, nor be admitted to the Annual Business Meeting until such time as dues are paid.
ARTICLE 4 - FISCAL MANAGEMENT
1 The amount of membership fees shall be determined by the Board of Directors subject to the approval by a majority vote of the membership at the Annual Business Meeting.
2 The fiscal year of the Society shall be from January 1 to December 31, inclusive.
3 All cheques in payment of authorised accounts and bills shall be signed by any two of the three signing officers. The signing officers shall be the President, the Treasurer and one designated Director or Officer.
4 All demands on the Society for payment of obligations must be accompanied by invoices from suppliers or statement fully describing the nature of the obligation.
5 No officer or member of the Society shall endorse any cheque or draft payable to, or belonging to the Society for any purpose except for deposit to the credit of the Society in its bank account.
6 Major expenditures, i.e. staff pay, office rent and capital equipment should be recorded in the Board's Minutes when approved.
7 Only the Society, and not its Chapters, is authorised to issue receipts for tax purposes.
8 The financial statements of the Society shall not include those of the Chapters.
9 All original documents relating to Society investments shall be held at the Society offices.
10 An auditor shall be appointed by the Board of Directors at the beginning of each fiscal year.
11 The Society shall publish an Annual Report by March 31 of each year. This report shall contain information on the current and future financial position of the Society, minutes of the prior Annual Business Meeting, an overview of achievements during the preceding year, and major activities planned for the current year in support of the strategic objectives for that year.
12 No member shall enter into any contractual obligation, or in any way incur any debt or liability on behalf of the Society, unless so authorised by the Board of Directors.
13 Any Funds of the Society that are restricted for specific use, cannot be used for purposes other than authorised by that Fund. Such Funds are identified in the Audited Financial Statements of the Society, and existing restrictions on the use of these funds can only be revised by way of a two-thirds vote at the Annual Business Meeting of the Society.
ARTICLE 5 - MANAGEMENT
1 Management of the affairs of the Society shall, except as hereinafter provided be vested in the Board of Directors, which shall be composed of seven elected Directors. 2 Annually, and at the discretion of the elected Directors, up to two additional Directors may be appointed to the Board for a term of one year, or the portion of the year remaining, provided that these appointed Directors have skills that are not usually found amongst the membership. The rights, duties, responsibilities and obligations of these appointed Directors are the same as for the elected Directors.
3 Elected Directors shall elect among themselves a President, Secretary, Treasurer and such other Officers as are required. The immediate Past President shall be invited to serve as a non-voting member of the Board of Directors for the following year.
4 The Annual Business Meeting of the Society shall be held in conjunction with the Society's Symposium, or at such other time and place as the Board of Directors shall decide. The membership shall be notified of the venue and agenda 60 days prior to the Annual Business Meeting. Draft Minutes of the Annual Business Meeting shall be published in the Annual Report of the Society.
5 All paid up members of the Society have the right to attend and cast a vote at the Annual Business Meeting. In the case of family members, two people are eligible to vote. The right to vote may be exercised either in person, or by written proxy, whereby the member may vote on specific motions that the Board may wish to present to the members, or by the appointment of another member to vote on their behalf at the meeting. All motions that the Board may wish to present to members have to be published at the same time that notice of the Annual Business Meeting is given, and the form of proxy must also be made available at that time. The proxy form must be received at the Society office by no later than two business days preceding the day of the meeting. A member giving a proxy has the power to revoke it at any time before it is exercised by an instrument in writing received at the Society office at any time up to and including the last business day preceding the day of the meeting at which the proxy is to be used, or with the Chair of the meeting, on the day of the meeting, prior to commencement of the meeting.
6 All official forms, seals, membership pins and crests of the emblem, and such other articles and supplies shall be issued by the Society at a cost approved by the Board of Directors.
7 The Quorum for meetings of the Board of Directors shall comprise at least three members.
ARTICLE 6 - DIRECTORS
1 A Nominating Committee of at least three members shall be appointed by the Board of Directors in July to prepare a slate of members suggested for election. The membership of the Nominating Committee shall be duly notified to the membership. The Nominating Committee shall present its candidates to the Membership at the Annual Business Meeting, at which meeting nominations may also be accepted from the floor, providing the member nominated has consented. The Nominating Committee shall close the nominations at that meeting. Should the number of candidates be equal to, or less than seven, then these candidates are elected as directors by acclamation. Should the number of candidates exceed seven, then an election will be called, and the nominations will be advised to all members of the Society by no less than 40 days prior to the election.
2 Should an election be called, then the election of Directors shall take place annually in January. Balloting shall be by mail by unsigned ballot.
3 Any member in good standing may be nominated and elected as a Director.
4 Any member of the Society is allowed to hold one elected office only at any time.
5 An elected Director who is unable to fill the office, or who resigns during term, may be replaced at the discretion of the majority of the Board of Directors.
ARTICLE 7 - DUTIES OF DIRECTORS
1 The President shall preside at meetings of the Society and at meetings of the Board of Directors; shall sign cheques, when necessary, in payment of authorised accounts and bills; shall sign the minutes immediately upon their confirmation. The President shall officially represent the Society in all dealings with representatives of other organisations, of regional, provincial or federal governmental agencies, and with representatives of the media. One of the members of the Board of Directors shall be appointed by the President to perform the duties of the President, except for cheque-signing duties, in the event of the latter's absence or upon the President's request.
2 The Secretary shall issue notices of Board of Directors meetings, shall have recorded all proceedings, shall prepare and read the minutes, and having signed them shall present them after confirmation to the President for signature.
3 The Treasurer shall receive all funds, issue and sign cheques for payment of authorised expenditures, shall report at the request of the President on the financial position of the Society, and shall submit books and vouchers for an annual audit.
4 The duties of the Directors shall be assigned by the President.
5 Directors will not allow their responsibilities to the Society to conflict with other interests.
6 The Secretary shall call a meeting of the Board of Directors at least four times per year, and notice thereof, together with the Agenda, shall be given in writing to all members of the Board of Directors at least five business days prior to such meeting.
ARTICLE 8 - COMMITTEES
1 The Committee Chairs are appointed by the Board of Directors.
2 The Quorum for any Committee meeting shall comprise the total number of attending members.
ARTICLE 9 - CHAPTERS
1 Any three Society members in any community may make application to the Society to organise a Chapter and to secure a Charter. The Board of Directors shall act upon the application within sixty days of receipt thereof. Not more than one Chapter shall be organised in any community.
2 A Charter shall not be granted until said applicants shall submit proof in writing that there are ten or more Society members affiliated therewith, or approved membership applicants therefor.
3 Upon final approval of the applicants for Charter by the membership, the Secretary shall prepare such a Charter, listing thereon the names of the qualified Charter members and the Seal of the Society.
4 Each Chapter shall elect from its membership a President, Vice-President, Secretary, Treasurer, or Secretary-Treasurer, and any additional officers deemed necessary by the Chapter members.
5 The Secretary of each Chapter, on the expiration of the term of office, shall surrender the Charter, together with all other books, records and property of the Chapter, to the successor.
6 To be eligible for Chapter membership, an applicant must be a member of the Society. Each Chapter shall have the right to determine who shall become members thereof; however, membership once granted, cannot be withdrawn by the Chapter unless the member is suspended or expelled as prescribed by the Constitution of the Society. The Society and its Chapters may sell their publications to non-members.
7 A Society member in good standing is eligible to join any Chapter by making application therefor in manner and form prescribed by such Chapter. A member of the Society may also hold membership in one or more Chapters.
8 Each Chapter shall have the right to determine its membership fees. The Secretary and/or Treasurer of each Chapter shall collect when due from each eligible applicant the prescribed Chapter dues and fees, after determining that the applicant is a member of the Society.
9 The President of the Society, on approval of the Board of Directors, may revoke or suspend any Charter in the event the offending Chapter fails to maintain ten members in good standing in the Society or for other just cause. Upon dissolution of a Chapter, or revocation of its Charter, it shall, upon demand of the President of the Society, surrender its Charter and all Chapter property and records to the Society.
10 The granting of a Charter to any Chapter does not authorise such Chapter to incur obligations or liabilities, financial or otherwise, for, or on behalf of, the Society. Neither shall the Chapter use the emblem or name of the Society, nor shall it represent the Society except as authorised by the Board of Directors.
11 The Chapters will submit to Society an annual financial statement and such reports and returns as required from time to time.
12 Elected Chapter Officers will not allow their responsibilities to the Society and Chapter to conflict with other interests.
13 Any member of the Society is allowed to hold one elected office only at any time. 14 Chapters are not authorised to issue receipts for tax purposes. 15 In the event of revocation or surrender of the Charter, all Chapter property and records, artifacts and articles and official documents bearing the name of the Society, will be returned to the Society.
ARTICLE 10 - CODE OF ETHICS
1 It shall be the duty of every member to exercise an interest in the Society, to avoid wrongful use of its name, or authority, and to regulate their conduct toward the Society, fellow members, and the public, in accordance with the Constitution, and the Statement of Ethical Principles, as appended to the Constitution.
2 The Society supports Canadian and International legislation and conventions that discourage and/or prohibit the purchase, sale and trading of original artifacts, and it expects its members to comply with the spirit and intent of such legislation and conventions. Should the Society become aware that a member may have violated the spirit and intent of this clause, then the Board of Directors may consider invoking the provisions of Article 11 below, but only once it has given the subject member an opportunity to appeal against any remedies contained in this article.
3 Books, periodicals, pamphlets, etc., shall not bear any inference of any approval of the Society, or any Chapter thereof, except by special permission of the Board of Directors.
ARTICLE 11 - SUSPENSIONS AND EXPULSIONS
1 A member three months in arrears of dues shall automatically be suspended subject to reinstatement upon payment of all arrears.
2 Any member, upon unanimous approval of the Board of Directors, may be suspended, expelled, or subject to other disciplinary action for the following offences:
i) Violation of the Constitution;
ii) Violation of any resolution in force or effect;
iii) Unethical conduct, as determined by the Board of Directors, based on the nature of the conduct.
3 All elected Officers may be removed from office for the same causes applicable to members.
4 The Board of Directors shall review all disciplinary matters relating to the Society.
ARTICLE 12 - DISSOLUTION
In the event of dissolution of the Society, all remaining assets, after payment of liabilities, at the discretion of the Board of Directors, shall be distributed to one or more recognised charitable institutions in Canada.