February 2000

Articles of the Constitution

1. Name and Status
2. Objectives
3. Membership
4. Institutions
5. Patrons
6. Club Moneys and Securities
7. Officers
8. The Council
9. Committees of Council
10. Auditor
11. Business Meetings
12. Elections and Appointments
13. Term of Office
14. Quorum
15. Publications of the Club
16. Expulsion from the Club
17. Amendments
18. By-Laws

Article 1. Name and Status

The official name of the Club shall be THE OTTAWA FIELD-NATURALISTS' CLUB. It is a non-profit organization incorporated under the laws of the Province of Ontario (1884). All assets and other accretions of the Club shall be used in promoting the Objectives of the Club and in no way shall be used for the purpose of personal financial gain for any of its members. In the event of dissolution of the Club, all remaining assets, after payment of liabilities, shall be distributed to one or more recognized charitable organizations in Canada that promote the understanding and preservation of nature. These organizations shall be selected by the final executive, or by a special committee appointed for the purpose.

Article 2. Objectives

The objectives of the Club shall be to promote the appreciation, preservation and conservation of Canada's natural heritage; to encourage investigation and publish the results of research in all fields of natural history and to diffuse information on these fields as widely as possible; to support and co-operate with organizations engaged in preserving, maintaining or restoring environments of high quality for living things.

Article 3. Membership

Any person or family shall, upon application and payment of dues, become a member of the Club. Payment of the Annual Dues as set out in the By-Laws will be a necessary condition for the continuance of membership, excepting Life Members, Honorary Members and Junior Members.

1. Individual Membership
   A person shall be granted an Individual Membership upon payment of the annual fee, the amount of which shall be set out in the By-Laws.
2. Family Membership
   A family shall consist of either a couple without children, or one or both parents and any dependent children up to the age of eighteen. A family shall be granted a Family Membership upon payment of the annual fee, the amount of which shall be set out in the By-Laws.
3. Sustaining Membership
   A person or family shall be granted a Sustaining Membership upon payment of the annual Sustaining Membership fee, the amount of which shall be set out in the By-Laws.
4. Life Membership
   A person shall be granted a Life Membership upon a single payment of a fee, the amount of which shall be set out in the By-Laws.
5. Honorary Membership
   Any person (not necessarily a Club member) who has to a marked degree assisted toward the successful working of the Club, or who has made an outstanding contribution to Canadian natural history may be elected by the Council to Honorary Membership in the Club. The family of an Honorary Member shall be granted the privileges of Family Membership. The number of Honorary Members at any one time shall be limited to the number set out in the By-Laws.
6. Junior Membership
   Members of the Macoun Field Club, an activity of the Club designed to encourage young people to study and appreciate nature, shall be considered as junior members of THE OTTAWA FIELD-NATURALISTS' CLUB. As such, they shall enjoy the privileges of membership, except those described in Article 3(g) below.
7. Privileges of Membership
   Members may participate in all Club activities and are eligible to receive Club periodicals, if desired. Members, excepting dependent children and Junior Members, may hold office and may vote at the Annual Business Meeting and at a Special Business Meeting.

Article 4. Institutions

Institutions cannot hold Membership in the Club but may subscribe to the publications of the Club, and make donations to the Club.

Article 5. Patrons

The Council shall have power to elect a Patron or Patrons, not to exceed two in number at any time, given their consent.

Article 6. Club Moneys and Securities

Moneys and securities shall be deposited in the name of the Club. The Club shall exercise prudent management of investments and cash reserves to meet operating expenses, yet earn maximum income through secure investment.

Special Funds, e.g., Memorial Funds, may be set up, with a two-thirds majority approval of the Council at a scheduled meeting. The specific purpose of each Special Fund must be clearly defined. If a Special Fund is to bear interest, this must also be clearly stated. Interest accrued by these Special Funds shall be identified. Special funds shall be reviewed and approved annually by the Council.

Article 7. Officers

Officers of the Club shall be a President, two Vice-Presidents, a Recording Secretary, a Corresponding Secretary, and a Treasurer. Duties of Officers are set out in the By-Laws.

Article 8. The Council

The Council shall consist of the officers of the Club and up to eighteen additional members, all members of the Club. The Council shall meet regularly each month (except July and August), and otherwise at the call of the President or any two other members of the Council; it shall manage matters affecting the welfare and activities of the Club; it shall have control of the moneys of the Club; it shall present a report on the year's work at the Annual Business Meeting. This report shall be published in The Canadian Field-Naturalist

Article 9. Committees of Council

The Council shall appoint committees for specific activities. The committees may be considered as "standing", i.e. expected to exist for a continued and indefinite time period, or "ad hoc", i.e. aimed at a project of a definite time extent.

Committees shall be responsible for carrying out the assigned activities, within the allocated budget and as approved by the Council. Each Standing Committee shall consist of at least six members appointed by the Council. The chairs, or at least one member of each committee, shall be a member of the Council.

Standing committees are: Awards, Birds, Computer Management, Conservation, Education & Publicity, Excursions & Lectures, Executive, Finance, Macoun Field Club, Membership, and Publications.

Responsibilities of standing and ad hoc committees are summarized in the By-Laws. Special membership requirements and responsibilities are also set out in the By-Laws.

Article 10. Auditor

An Auditor shall be elected by open vote at the Annual Business Meeting. The Auditor shall examine the Treasurer's accounts and certify as to their correctness, and record an opinion as to whether the statements present fairly the financial position of the Club at year end, and whether the results are presented in accordance with generally accepted accounting principles.

Article 11. Business Meetings

The Annual Business Meeting of the Club shall normally be held in January.

A Special Business Meeting of the Club shall be called by the Recording Secretary on the request of the Council, or of twenty voting members of the Club. The notice of such a meeting shall specify the nature of the business to be transacted. At the meeting, no business other than that for which the meeting was called shall be transacted except by unanimous decision of all Club members present.

Article 12. Elections and Appointments

The officers of the Club and other members of the Council shall be elected annually at the Annual Business Meeting. The nomination of sufficient persons for election to the various offices and membership of the Council shall be the responsibility of the Nominating Committee, which shall act in the manner prescribed in the By-Laws.

The Council shall, at the earliest possible date, appoint chairs and members of standing and ad hoc committees, and Editors and Business Managers, as required, for club publications.

The Council shall have the power to accept any resignation and to appoint any member of the Club to fill any vacancy for the remainder of the original term of office.

Article 13. Term of Office

All members of the Council, auditors, and committee members elected or appointed pursuant to Articles 8, 10 and 12 shall commence their duties at the close of the meeting at which they are elected or appointed, and shall serve until the end of the next Annual Business Meeting or an earlier resignation date. Appointments of Editors and Business Managers of Club publications pursuant to Article 12 shall be for specified terms not exceeding three years, and shall be renewable.

Article 14. Quorum

Twenty members shall constitute a Quorum at the Annual Business Meeting or at any Special Business Meeting of the Club, and seven members shall constitute a Quorum of the Council.

Article 15. Publications

1. The Club shall have a Publication Policy that shall be kept up to date, and altered only with the approval of the Council. The policy shall state the purposes of publications, and advise and recommend on their future courses. The policy shall cover periodicals and any special publications that may be proposed.
2. The Club shall publish The Canadian Field- Naturalist, a scientific journal. This is the official journal of the Club.
3. The Club shall publish Trail & Landscape, a journal for local field observations and for news.
4. The Club may publish special publications as approved by the Council.

Article 16. Expulsion from the Club

Any individual may be expelled from the Club for conduct or activities prejudicial to the objectives and the well-being of the Club. The procedure shall be set out in the By-Laws.

Article 17. Amendments

1. The Constitution may be amended by majority vote at an Annual Business Meeting. Each motion must be moved by one member and seconded by another member. Motions for amendment may themselves be amended by a two-thirds majority of the members present. There shall be two procedures for amending the Constitution, as given in sections (b) and (c) of this article.
2. The normal procedure shall be that each proposed amendment to the Constitution shall deal with only one article.
3. An alternative procedure shall be that a proposed amendment to the Constitution may deal with more than one article where the changes to those articles are editorial and do not alter the intent of any article.
4. Notice of proposed amendments must be published in The Canadian Field-Naturalist at least one month before they are to be presented at an Annual Business Meeting.

Article 18. By-Laws

The Council may make By-Laws that are consistent with the provisions of the Articles of this Constitution. The By-Laws and any amendments thereto shall be published in The Canadian Field- Naturalist.

The Ottawa Field-Naturalists' Club By-Laws (April, 2004)

1. Alternate Name
2. Fiscal Year
3. Disbursements of Club Moneys
4. Membership Dues and Subscription Fees
5. Schedule of Dues and Fees
6. Honorary Members
7. Duties of Club Officers
8. Standing Committee responsibilities to the Council
9. Ad hoc Committee responsibilities to the Council
10. Operating Terms of Reference
11. Committee membership requirements and limitations
12. General Meetings
13. Order and Conduct of Business Meetings
14. Meeting Notification
15. Annual Reports
16. Indemnification Clause
17. Duties of Editors
18. Business Managers
19. Treasurer's Assistant
20. Remuneration and Honoraria
21. Expulsion from the Club
22. Amendments

1. Alternate Name

   THE OTTAWA FIELD-NATURALISTS' CLUB shall also be known by the style name, Ottawa Field-Naturalists.

2. Fiscal year

   The fiscal year of the Club shall extend from the beginning of October to the end of the following September.

3. Disbursements of Club Moneys

   Disbursement of Club moneys shall be made by the Treasurer on receipt of properly rendered accounts verified by the Chair of the committee involved, or by a Business Manager, or as specified by the Council. The signing authorities shall be the President, the Treasurer, and the Business Manager of The Canadian Field-Naturalist, and disbursements shall be made only by cheque bearing the signature of one of these authorities.

4. Membership Dues and Subscription Fees

   The schedule of dues and fees shall be approved by the Council each year, upon recommendation of the Finance Committee.

5. Schedule of Dues and Fees

   The current schedule is:

   Memberships
   Individual	$28
   Family	$30
   Sustaining	$50
   Life	$500
   Subscriptions
   The Canadian Field-Naturalist
   Individual	$28
   Libraries and Institutions	$45
   Trail & Landscape
   Libraries and Institutions	$28

6. Honorary Members

   The number of Honorary Members at any one time shall be limited to 25. A change in this limit shall require approval of the Council.

7. Duties of Club Officers
   1. The President
      The President shall represent the Club and the Council at all times; shall arrange, and preside at, meetings of the Council, Executive Committee, and Business Meetings; and is to be considered an ex- officio member of any standing or ad hoc committee.
   2. The Vice-Presidents
      In the absence of, or at the request of the President, either Vice-President shall act in the President's stead. The membership of each active committee shall contain at least one of the Vice- Presidents to act as liaison between the Council and its committees.
   3. The Recording Secretary
      The Recording Secretary shall record minutes of the proceedings of the Council, the Annual Business Meeting, and Special Business Meetings; shall be the custodian of the Constitution and the By-laws and of the official records of the Club; shall compile the Annual Report of the Council and shall make it available to the general membership at the Annual Business Meeting; shall arrange notices of these meetings.
   4. The Corresponding Secretary
      The Corresponding Secretary shall deal with the correspondence as directed by the President and the Council.
   5. The Treasurer
      The Treasurer shall be charged with the collection and custody of the moneys of the Club and shall keep a systematic account thereof, which shall at any time be open to the inspection of the Council or of the Auditor; shall make disbursements as authorized by the By-laws or by decision of the Council; shall prepare annual financial statements for the membership; shall submit to the Council an annual budget for the Club, and shall submit to Finance Committee recommendations concerning changes to fees, subscriptions, and other charges or costs.
8. Standing Committee Responsibilities to the Council
   1. Awards Committee shall be responsible for nominating Honorary Members, for nominating Club members for Club awards and outside awards, and for nominating non-members for such awards as Council shall designate. Nominations will be recommended to the Council.
   2. Birds Committee shall be responsible for coordinating bird-related activities within the Club, and encouraging interest in birds within and outside the Club.
   3. Computer Management Committee shall be responsible for advising the Council on the proper use of and planning for the Club's computer equipment.
   4. Conservation Committee shall be responsible for the conservation activities of the Club, and for keeping members informed of environmental issues.
   5. Education & Publicity Committee shall be responsible for providing information on the Club to the public, and for assisting other organizations with speakers and leaders when possible.
   6. Excursions & Lectures Committee shall be responsible for the Club's annual program of trips and lectures.
   7. Executive Committee shall be responsible for dealing with emergency matters and for providing direction in difficult or sensitive areas, as well as ensuring ongoing operation of the Club.
   8. Finance Committee shall be responsible for monitoring the financial activities of the Club, and for advising the Council on financial matters.
   9. Macoun Field Club Committee shall be responsible for the operation of the Macoun Field Club, including lectures, field trips and studies.
   10. Membership Committee shall be responsible for processing membership applications (after fee payments have been recorded in Treasurer's records), maintaining accurate records of same, and providing useful liaison between the Council and general membership.
   11. Publications Committee shall be responsible for all matters pertaining to existing and proposed publications of the Club, and for nominating Editors and Business Managers for the publications. It shall act as liaison between the Council and the Editors.
9. Ad Hoc Committee Responsibilities to the Council
   1. Nominating Committee, to be appointed by the Council early in each year, shall be responsible for presenting to the Annual Business Meeting a slate of candidates for election as officers and as members of the Council. Club periodicals shall carry a notice of nomination date and requirements, requesting that all nominations be in writing and be accompanied by statements confirming willingness of nominees to serve. The committee shall also identify vacancies in committee chair positions, and prepare a list of committees and members for approval by the Council at its first meeting of the new calendar year.
   2. Fletcher Wildlife Garden Committee is to develop the site in the Central Experimental Farm, to carry out inventories of flora and fauna, and to plan and arrange projects in the context of a long-term management plan. The committee will work closely with Agriculture Canada and The Friends of the Farm, in accordance with the tripartite Memorandum of Understanding.
10. Operating Terms of Reference

    The duties and responsibilities of Club officers, appointed officials, and all committees shall be written out and maintained in a "Terms of Reference" book. They shall be updated as necessary, under biennial review. This book establishes common committee responsibilities as well as the specific justification for individual committees.

11. Committee Membership Requirements and Limitations
    1. Members of all active committees must be Club members in good standing, with two exceptions:
       1. The Macoun Field Club has been co-sponsored since its formation in 1946, by the Canadian Museum of Nature (formerly the National Museum of Natural Sciences), and for this reason the Macoun Field Club Committee should endeavour to include representation from the Museum. The representative(s) need not be Club members.
       2. Birds Committee (and subcommittees thereof) may include representatives of "Le club des ornithologues de Hull", who need not be members of the Club. Such representatives shall not vote on matters involving Club moneys.
    2. Executive Committee shall include all officers of the Club, with the President as the Chair. The immediate Past-President, if remaining on the Council, shall also be considered a member of the Committee.
    3. The Treasurer, and the Business Manager of The Canadian Field-Naturalist, shall be members of the Finance Committee. Business Managers of any other publications or special projects may attend committee meetings, and will be kept informed by receiving minutes of meetings.
    4. Publications Committee shall involve Editors and Business Managers, including those of any special projects underway.
    5. All active committees shall include at least one of the Vice-Presidents for useful liaison and advice purposes.
    6. Standing Committee chairs shall have the power to add to their committees, but Council shall give formal approval to additional members.
    7. The Nominating Committee shall have three members, including at least one member of the Council. The President shall not be a member, nor any Club officer the chair of the Committee.
12. General Meetings

    The Club shall hold at least one general meeting each year at which Club affairs shall be discussed. One such meeting, the Annual Business Meeting, shall be for the purpose of reviewing and reporting actions of the past year, electing officers and Council members for the new year, and conducting such other business as may arise.

13. Order and Conduct of Business Meetings

    The order of business at the Annual General Meeting and at meetings of the Council shall be:

    1. Minutes of the previous meeting
    2. Business arising out of the minutes
    3. Communications
    4. Treasurer's report
    5. Reports of Committees
    6. New business

    The order of business may be changed by a unanimous vote of members present at meetings. All meetings shall be conducted according to the Constitution, By-laws, special Club rules, and nor- mal parliamentary procedure. In all cases where differences of opinion arise, Bourinot's Rules of Parliamentary Procedure shall be followed. Voting by proxy will not be permitted at meetings of the Council or at Business Meetings.

14. Meeting Notification

    Notice of the Annual Business Meeting and other special meetings shall be published in Club periodicals. Special Council meeting notices shall be arranged by the Recording Secretary. Failure of a member to receive notification of a meeting will not invalidate any action taken at that meeting.

15. Annual Reports
    1. All committees shall submit an annual report on the year's program, at the latest by the December meeting of the Council. Annual committee reports require approval from the Council before being accepted for the overall Annual Report of the Club.
    2. There shall be an overall Annual Report of the Club at the end of the calendar year. It shall include minutes of the previous Annual Business Meeting, accounts of activities of each committee, and the audited financial statement of the Club. This report shall be presented at the Annual Business Meeting and shall be published in The Canadian Field-Naturalist.
16. Indemnification Clause

    Every Councillor of the Club, and his/her heirs, executors and administrators, and estate and effects, respectively, may, with the consent of the Club, given at any meeting of the members, from time to time and at all times, be indemnified and saved harmless out of the funds of the Club, from and against,

    1. all costs, charges and expenses whatever that such councillor sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him/her, for or in respect of any act, deed, matter or thing whatever, made, done or permitted by him/her, in or about the execution of the duties of his/her office, and
    2. all other costs, charges and expenses that he/she sustains, or incurs, in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.
17. Duties of Editors

    Editors of Club publications shall be appointed by the Council. They shall be guided by the Publication Policy concerning editorial policy, content, and preparation of the publications, and shall keep the Publications Committee informed regarding their publications. The Associate Editor(s) of each publication shall assist the Editor.

18. Business Managers

    A Business Manager for The Canadian Field- Naturalist shall be appointed by the Council. In addition, the Council may-appoint a Business Manager for any other publication or for the Club itself. The duties of the Business Managers shall be specified by the Council.

19. Treasurer's Assistant

    The Council may appoint a Treasurer's Assistant who shall be responsible solely to the Treasurer. Duties will be defined by the Treasurer in consultation with the Business Manager(s), Executive Committee, and appropriate committee chairs.

20. Remuneration and Honoraria
    1. No remuneration shall be paid to members of the Council or to Club officers in respect of their duties as members of the Council or as officers.
    2. The Treasurer's Assistant will be paid a stipend that will be kept under review by the Finance Committee, and modified as required by the work load.
    3. Honoraria will be paid to Editors and Business Managers of Club publications. The amounts will be recommended by appropriate Committees and approved by the Council.
21. Expulsion from the Club

    Any individual(s) may be expelled from the Club for conduct or actions prejudicial to the objectives and the well-being of the Club, by a two-thirds majority vote of the elected Council at a scheduled meeting. The individual(s) will be given the opportunity to present a defense before the Council, prior to the recording of the vote.

22. Amendments

    An amendment to these By-laws may be adopted at any meeting of the Council, by a two-thirds majority of the members present, due notice embodying a copy of the proposed amendment having been given at a previous meeting of the Council. Any such amendment shall be published in The Canadian Field-Naturalist.