CSHS CONSTITUTION

 

CHARTER

BY LAWS

ARTICLE I. NAME AND CORPORATE LOGO

  1. As prescribed in the Federal Letters Patent of Incorporation, the Society shall be known as the "Canadian Society for Horticultural Science" and "La Société Canadienne de Science Horticole", hereinafter known as the Society. The approved abbreviations for these names are "CSHS" and "SCSH", respectively.
  2. The Society shall have a corporate logo adopted at an annual general meeting and to be used as a seal, on letterhead and on other official documents. It is composed of an inner grey circle containing a stylized leaf and Erlenmeyer flask in blue. The outer circle is dark green and the name of the Society, in both languages, appears in white letters. Small maple leaves separate the English and French names of the Society.

ARTICLE II. MISSION AND OBJECTIVES

  1. The Mission of the Society is to promote and foster horticultural science in Canada. This will be accomplished through the following objectives:
    a). With annual conferences, occasional international congresses, and focused symposia, to provide members with the opportunity to report and discuss new discoveries, concepts and practices in the horticultural arts and sciences.
    b). Through newsletters, publications and other forms of communication, to contribute to the archival record of the history of and knowledge about horticultural science in Canada.
    c). To provide an unbiased professional voice in the development of public policy relating to horticultural science and technology in Canada.
    d) To promote professional networking between and among horticulture sub disciplines.
  2. The Society shall be run without purpose of gain for its members, and any profits or other accretions to the Society shall be used in promoting its objectives.

ARTICLE III. AFFILIATIONS

  1. The Society shall be an Associate Member of the Agricultural Institute of Canada as described in the By-Laws of the Agricultural Institute of Canada, hereinafter referred to as the AIC.
  2. The Society shall represent Canada on the Council of the International Society for Horticultural Science (ISHS) and organize, from time to time, ISHS symposia and congresses.

ARTICLE IV. HEAD OFFICE

  1. As prescribed in the Letters Patent of Incorporation, the Head Office of the Society shall be located at 141 Laurier Avenue West, Ottawa, Ontario K1 P 5J3. This is also the Head Office of the Agricultural Institute of Canada.

BY LAWS

SECTION 1. CHANGES TO CHARTER AND BY LAWS
The mode of appealing, amending, or enacting the charter and by laws shall be:

  1. Notification of proposed changes to the charter or by laws shall be given only by the Board of Directors or over the signature of any ten (10) members.
  2. Notification of any proposed amendment or change must be given to the membership at least two months before the vote.
  3. Any appeal, amendment or addition to the charter or by laws shall be made if approved by two thirds of the votes cast by the members present at a properly constituted meeting.
  4. The repeal or amendment of the charter or by laws shall not be enforced or acted upon before the approval of the Minister of Consumer and Corporate Affairs.

SECTION 2. MEMBERSHIP
Eligibility and types of membership in the Society:

  1. All persons interested in the horticultural arts and sciences shall be eligible for membership. Membership shall consist of anyone whose application has received the approval of the Board of Directors of the Society.
  2. Membership is in the name of individuals, or businesses or institutions in the case of Sustaining Membership, and is maintained by the payment of annual dues. Those members exempted from paying annual dues are described in Section 9.
  3. Membership continues until a member withdraws by giving written notice to the Secretary/Treasurer, fails to pay the annual dues, or is removed from the Society by two thirds majority vote at an Annual Meeting. In any case, dues paid to that point in time shall not be refunded.
  4. Membership shall be divided into the following categories:
    a). Regular Member: anyone interested in horticultural science, technology and the horticultural arts. A Regular Member shall be entitled to one (I) vote at an annual meeting.
    b). Student Member: a student attending a university, college or other post secondary institution and studying towards a degree or diploma in horticulture or a related discipline. A Student Member shall be entitled to one (1) vote at an annual meeting.
    c). Sustaining Member: an institution or business wishing to sustain the Society through an annual contribution, the amount to be determined by the Directors. A Sustaining Member shall not be entitled to vote at an annual meeting.
    d). Emeritus Member: one who has been a regular member before retiring from the formal work force. An Emeritus Member shall be entitled to one (1) vote at an annual meeting.
    e). Honorary Life Member: a senior member judged by the Society to have rendered outstanding service to horticultural science or industry. Nominations for honorary membership may be made by the executive, an awards committee, or any ten members of the Society for approval by the general membership. The award certificate shall read: "in recognition of his/her meritorious service to horticulture in Canada." An Honorary Life Member shall be entitled to one (1) vote at an annual meeting.

SECTION 3. PRIVILEGES OF MEMBERSHIP

  1. Regular Members, Emeritus Members, and Honorary Life Members, as defined under By-law Section 2 shall enjoy all privileges of the Society including holding any office.
  2. Student Members as defined under By law Section 2 are entitled to all privileges of membership except that they shall not be eligible to serve as Directors of the Society.

SECTION 4. DIRECTORS

  1. The affairs of the Society shall be managed by its Board of Directors. Until changed by bylaw, the number of Directors shall be fixed at six (6) of whom a majority of the number elected from time to time shall constitute a quorum.
  2. Each Director shall: 
    a). (a) be at least eighteen (18) years of age; and 
    b). not be an undischarged bankrupt nor a mentally incompetent person. 
    c). The members may, by resolution passed by at least two thirds (2/3) of the votes cast thereon at a special meeting of members called for the purpose, remove any Director before the expiration of his or her term of office and may, by majority vote, elect any person in his or her stead for the remainder of his or her term. 
    d). The Directors shall be elected in accordance with Section 6 to occupy the following positions: Past President, President, Vice President, Secretary Treasurer, Western Canada Director (Ontario west) and Eastern Canada Director (Québec east). The Directors serving as Secretary Treasurer, President, Vice-President and the Western and Eastern Directors will normally serve in this capacity for two years. 
    e). A Director of the Society can withdraw at any time by delivering a letter of resignation to the President or to the Secretary Treasurer for transmittal to the Board of Directors.

SECTION 5. DUTIES OF OFFICERS

  1. The President shall be responsible for the over all direction of the Society, and in particular shall: 
    a). Preside at general meetings of the Society; 
    b). Serve as Chair of the Board of Directors; and 
    c). Perform other such duties as pertain to the office of President.
  2. The Past President shall assist the President in charting the over all direction of the Society and in particular shall: 
    a). Chair the Honors and Awards Committee; 
    b). Represent the Society on the AIC National Council; and 
    c). Perform other duties as assigned by the President and the Board of Directors. 
  3. The Vice President shall focus on issues related to the long term functioning of the Society and in addition shall: 
    a). In the absence of the President, assume the Presidential duties; and 
    b). Assume other duties assigned by the President from time to time. 
  4. The Secretary Treasurer shall perform the usual duties pertaining to the office of Secretary-Treasurer and in particular shall: 
    a). Prepare minutes of general meetings and meetings of the Board of Directors and distribute these minutes following Board approval; 
    b). Issue notice of meetings; 
    c). Maintain custody of the Society's records until they are placed in the safe keeping of the CSHS Archivist; 
    d). Approve payment of Society invoices forwarded by the AIC society management contract and, in consultation with the Board, other Society expenses; 
    e). Present an audited statement of the financial condition of the Society at the Annual General Meeting; and f) Serve as Editor of the CSHS Bulletin/Newsletter. E. The Western (Ontario west) and Eastern (Québec east) Directors shall represent on the Board of Directors the particular interests of members in these geographical regions of Canada.

SECTION 6. NOMINATIONS AND ELECTIONS

  1. A three (3) person nominating committee shall be appointed by the Board of Directors at the beginning of its term of office. The committee shall consist of one (1) member from Atlantic Canada or Québec, one (1) from Ontario and one (1) from Western Canada and within this committee one member will be asked to be the Chair. This committee shall be responsible for obtaining nominees for all positions expected to become vacant. 
  2. Elections at the annual general meeting of the Society shall be by secret ballot, except when a single candidate is elected by acclamation. 
  3. The Chair of the Nominating Committee shall serve as Returning Officer, count the ballots received and declare elected the candidate for each Board position receiving the greatest number of votes. The Returning Officer shall not vote except to break a tie.

SECTION 7. MEETINGS

  1. General meetings shall be held annually at the time and place of the Annual Conference of the Agricultural Institute of Canada unless ordered otherwise by the Society. 
  2. Special (general) meetings may be called by the Board of Directors at its discretion. 
  3. A quorum shall consist of. 
    a). Directors three. 
    b). Annual and Special General Meetings twenty (20) members 
  4. A resolution in writing, signed by all the Directors or members entitled to vote on that resolution at a meeting of the Directors or members, as the case may be, is as valid as if it had been passed by a meeting. 
  5. Notice of the time, place and date of meetings of members, the right to vote by proxy and the general nature of the business to be transacted shall be given at least fourteen (14) days before the date of the meeting to each member and to the auditor of the Society by sending by prepaid mail to the last address of the addressee shown on the Society's records. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the members to form a reasoned judgment on the decision to be taken. 
  6. Meetings of the Board shall be held from time to time at the call of the Board or the President or any two (2) Directors. Five (5) clear days notice of the time and place of every meeting so called shall be given, other than by mail, to each Director before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the Directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held. Fourteen (14) clear days notice shall be given to each Director if such notice is sent by prepaid mail. 
  7. If all the Directors of the Corporation consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting. 
  8. A meeting of members or Directors may be held at any time and place without notice if all the members or Directors entitled to vote thereat are present in person or represented by proxy or waive notice of, or otherwise consent to, such meeting being held, and at such meeting any matters may be considered which the Society at a meeting of members or Directors may transact. 
  9. The Board of Directors shall call a special general meeting of the members for the purpose of the removal of any Director before the expiration of his term of office on written requisition of members carrying not less than thirty four percent (34%) voting rights.

SECTION 8. COMMITTEES AND TERMS OF REFERENCE

  1. The membership, terms of reference, and duties of all committees shall be determined by regulations prescribed by the Board of Directors. Committee members serve without remuneration and can be removed anytime by majority vote of the Board of Directors. 
  2. All committees shall report their findings to the Board of Directors, through the Secretary Treasurer, prior to the date for the annual meeting or as the Board specifically directs. 
  3. Nominations Committee. See Section 6A. 
  4. Publication Awards Committee. The Board of Directors shall each year appoint a Publication Awards committee consisting of the Past President and two (2) other members. This committee shall be responsible for recommending to the President the names of recipients of awards for the best horticulture papers published the previous year in the Canadian Journal of Plant Science. These include the C.J. Bishop Award (fruit crops), Plant Products Award (floriculture and ornamental horticulture), Ontario Fruit and Vegetable Growers Award (vegetable crops), and Macoun Hill Award (overall best horticulture paper). 
  5. Career Awards Committee. This committee will be composed of the President of the Society, the Chair of the Annual Meeting Organizing Committee (see below) and a member selected from the CSHS membership at large. Its task is to make recommendations with respect to the Outstanding Individual in Horticulture, the Outstanding Cultivar, and suggest members for consideration for Honorary Life Membership. The recommendations of this committee aresubmitted to the Board of Directors for approval. 
  6. ISHS Liaison Committee. The three (3) members elected or re elected at the Annual General Meeting to represent the Society on the Council of the International Society for Horticultural Science will form the membership of this committee. It will report annually on the activities of the ISHS, especially as they relate to ISHS sponsored meetings in Canada. 
    ASHS Liaison Committee. The Chair of this committee will be elected or re elected at the Annual General Meeting to represent the Society on the Board of the American Society for Horticultural Science will form the membership of this committee. It will report annually on the activities of the ASHS, especially as they relate to the biannual organization of the Society annual meeting and symposium organization. 
  7. Annual Meeting Organizing Committee. The Chair of this committee will be appointed by ( the President after consultation with the Board of Directors. The Chair of the previous year's\annual meeting committee will automatically serve on this committee for one (1) additional year. 
  8. Ad Hoc Committees. The Board of Directors shall appoint such other committees as may be deemed necessary for the proper functioning of the Society.

SECTION 9. FEES

  1. Annual dues for Society membership shall be set at the Annual General Meeting and shall remain in force until changed at a subsequent Annual General Meeting. Notification to consider changing the annual dues must appear in the Newsletter at least forty five (45) days before the Annual General Meeting. If a change in dues is implemented it will take effect the following January 1. 
  2. Annual dues are payable on January 1. Members joining the Society on or after July 1 shall be billed for 50% of the annual dues for that year. 
  3. Members more than one year in arrears with respect to annual dues shall cease to receive the services of the Society and will be removed from all committees. 
  4. A student member shall pay half the Society membership dues. 
  5. Emeritus Members shall pay half the Society membership dues. 
  6. Honorary Life Members shall be exempt from payment of annual fees.

SECTION 10. FISCAL YEAR

  1. The fiscal year of the Society shall be from January i to December 31.

SECTION 11. FINANCES

  1. The control of Society finances shall be vested with the Board of Directors. 
  2. The financial operations of the Society shall be examined (audited) annually by a firm of chartered accountants appointed by the membership at the Annual General Meeting. The auditors report shall be presented to the members by the Secretary Treasurer at the Annual General Meeting. 
  3. The Society accounts are held at and managed by AIC staff under the direction of the Secretary Treasurer, reporting to the Board of Directors. 
  4. The disbursement of Society funds shall require the signature or recorded approval of any two of the following: the Secretary Treasurer, the President and the Past President. 
  5. Financial grants to committees, for administrative purposes, may be made at the discretion of the Board of Directors. 
  6. Money may be solicited for the use of the Society through voluntary sustaining memberships (See Section 2 D c) 
  7. Money may be solicited from government and non government agencies for specific projects that are consistent with the mandate and which fulfill the objectives of the Society.

SECTION 12. INDEMNITY PROVISIONS

  1. Every officer of the Society, or any other member who has undertaken or is about to undertake a responsibility on behalf of the Society, shall be indemnified and saved harmless out of the funds of the Society from and against: j) all costs, charges and expenses which such officers or other persons sustained or incurred in or about any actions, suits or proceedings which are brought, commenced, or prosecuted against him or her in or about the execution of the duties of his or her office or in respect of any such liability, and ii) incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his or her own willful neglect or default. 
  2. The Society shall undertake to protect all Directors and Committee Members from personal liability by providing Officers' and Directors' Liability and Administrative Errors and Omissions Insurance.