CONSTITUTION OF THE KINGSTON HORTICULTURAL SOCIETY

Amended March 11, 2004.

1. ORGANIZATION

1.1. NAME

The Society shall be known as "The Kingston Horticultural Society" and is

hereinafter referred to as "The Society".

1.2. AFFILIATION

The Society shall be subject to the Constitution of the Ontario Horticultural

Association and the provisions of the Horticultural Societies' Act, R.S.O.

1990,c.A.9. The conditions of the Act and Amendments thereto shall be

complied with at all times.

2. OBJECTIVES

2.1. To hold meetings for instruction and discussion on subjects connected

with the theory and practice of horticulture.

2.2. To encourage the improvement of private and public grounds, including

highways and streets, by the planting of trees, shrubs and flowers and by

otherwise promoting outdoor art, public beautification, balcony gardening,

therapeutic use of horticulture, community gardens and plot gardening.

2.3. To interest youth and others in the study of horticulture by the holding

of meetings, field trips, contests and competitions and by such other means as

the Society considers proper.

2.4. To hold exhibitions and give awards for the production of vegetables,

plants, flowers, fruits, trees and shrubs.

2.5. To distribute seeds, plants, bulbs, flowers, trees and shrubs in ways

calculated to create an interest in horticulture.

2.6. To promote the protection of the environment with appropriate

horticultural projects.

2.7. To promote the circulation of horticultural information through all

available media including periodicals and provision of books for libraries.

3. MEMBERSHIP

3.1. Every person of the full age of eighteen years or over is entitled to

become a member of the Society and every person under the age of eighteen

years is entitled to become an associate member of the Society.

3.2. A partnership or incorporated company or an association directed towards

horticultural interests may become a member of the Society but, in every case,

the partnership, company or association shall delegate one person to exercise

the privilege of membership in the Society.

3.3. The annual membership fee shall be determined from time to time by the

Board of Directors and shall be payable on a calendar basis but in no case

shall be less than one dollar.

3.4. Every full member in good standing of the Society is entitled to vote on

all questions coming before a regular or special meeting of the Society.

3.5. The Board of Directors, in its discretion, may appoint honorary and life

members of the Society.

4. OFFICERS AND DUTIES

4.1. The officers of the Society shall be: a President, a First Vice

President, a Second Vice President, a Secretary and a Treasurer.

4.2. The President, First Vice President and Second Vice President shall be

elected at the Annual Meeting held in November and shall hold office until the

next Annual Meeting. Each of these officers is eligible for immediate

re-election.

4.3. The Secretary and the Treasurer shall be appointed by the Board of

Directors and shall remain in office at the pleasure of the Board. The Board

may appoint the Secretary and the Treasurer from among themselves or

otherwise.

4.4. The President shall preside at all meetings of the Board of Directors and

the Society and shall be an ex officio member of all committees. The

President shall perform such other duties as requested by the Society.

4.5. The First and Second Vice Presidents shall assist the President in the

duties of that office. In the absence of the President and the Vice

President[s] the Board may appoint a temporary replacement to act on behalf of

the President to preside over meetings of the Board and the Society.

4.6. The Secretary shall keep a true and accurate record of the minutes of all

meetings and all work of the Society in books that shall be provided for that

purpose; conduct all correspondence of the Society and, with the approval of

the Board, perform or delegate such duties as the Society shall direct, making

sure that delegated duties are carried out satisfactorily. The Secretary

shall be a member of every committee that is appointed by the Board.

4.7. The Treasurer shall receive all monies due to the Society; shall pay all

orders drawn on the Society subject to the approval of the Board. The

Treasurer will furnish to the Society annually a reviewed statement of the

receipts and expenditures and shall retain all orders as vouchers for the

amounts paid. The Treasurer will ensure to the best of his/her ability that

the Society is in compliance with all applicable provisions of the

Horticultural Societies Act which relate to permissible expenditures and

funding.

5. THE BOARD OF DIRECTORS

5.1. The Board of Directors of the Society shall be composed of: the Officers

(as outlined above), 12 Directors and the immediate Past President (ex

officio).

5.2. The twelve Directors shall be elected for varying terms as established by

the Board. No Directors of the Society shall receive remuneration for their

services as Directors.

5.3. Meetings of the Board shall be called by the Secretary upon the direction

of the President or of any three members of the Board by giving notice thereof

to all members of the Board at least three days before the time fixed for the

meeting; but a meeting of the Board may be held immediately following any

Annual, Regular or Special meeting of the Society, without notice.

5.4. Subject to paragraph 5.3, the Board should meet once a month except in

July and August.

5.5. Subject to the by-laws and regulations of the Society, the Board has

power to act for and on behalf of the Society in all matters.

5.6. One third of the members of the Board constitutes a quorum.

5.7. The Board may determine what Regular and Special meetings of the Society

shall be held during each year but shall endeavour to hold a public meeting or

programme for the general membership once each month except for July and

August.

5.8. The Board shall establish standing committees as required and the Chair

of these committees shall be a member of the board.

5.9. Sub-committees shall be appointed as required to deal with such other

matters as the Board deems necessary.

5.10. No committee shall enter into any understanding involving the

expenditure of monies without the knowledge of the Board for its approval

provided however that expenditures of an emergency nature involving no more

than $500 may be incurred if it is not possible to convene the Board and if

the appropriate procedures as outlined below are complied with.

5.11. In the event of an emergency requiring action or the expenditure of

funds without a meeting of the Board, the President may authorize such action

or expenditure provided he/she has the unanimous consent of the elected

Officers and three members of the Board. Any such action or expenditure must

be brought to the attention of the Board at the first meeting of the Board

after the emergency and ratified by the Board.

5.12. It shall be the duty of the Directors to attend the Board and general

meetings; they shall assist and cooperate with the Officers in such work as

may be undertaken by the Society during the year.

6. FILLING VACANCIES

6.1. Upon the death, resignation or incapacity (as determined by a 2/3 vote of

the full Board) of the President to continue fulfilling the duties of the

office, the First Vice President shall succeed to that office "ad interim".

6.2. Any Officer or Director of the Society may be removed from office for a

specified cause upon a 2/3 vote of the full Board.

6.3. When a vacancy occurs on the Board by reason of the death or resignation

of any Officer or Director or otherwise, the remaining members of the Board

may appoint any member of the Society to fill the vacancy.

7. MEETINGS OF THE SOCIETY

7.1. Subject to paragraph 5.6, the Board will determine what Regular meetings

of the Society shall be held.

7.2. The Society shall hold an Annual Meeting in the month of November at such

time and place as the Board determines.

7.3. Advance notice of every Annual Meeting shall be given by the publication

of a notice of the meeting in a newspaper having a general circulation in the

municipality and by mailing notice of the meeting to each member of the

Society to the address furnished to the Society and posting a notice on the

Society's webpage.

7.4. The Nominating Committee, composed of the Immediate Past President of the

Society and three other members of the Society, at least one of whom shall not

be a member of the Board, shall approach prospective members of the Society

and encourage them to seek office. The Nominating Committee may make a report

to the Society at the Annual Meeting.

7.5. At the Annual Meeting, the Board shall present a report of the activities

and accomplishments of the Society during the preceding year and the financial

statement for the preceding year, and members of the Board shall be elected or

appointed.

7.6. The Board may call such Special Meetings as it deems necessary, provided

that notice for such Special Meetings shall be the same as the Annual Meeting.

A Special Meeting must be called within 30 days receipt of a request for such

meeting signed by ten or more members of the Society and stating the business

to be discussed. The business of such Special Meetings shall be restricted to

the matters outlined in the request or Notice.

7.7. At the Annual Meeting, any Special Meeting or any Regular meetings of the

Society, ten members constitute a quorum.

8. FISCAL YEAR **

8.1. The fiscal year shall be from November 1 to October 31.

9. CONSTITUTIONAL AMENDMENT AND PROCEDURE

9.1. All meetings of the Board and the Society shall be run in accordance with

Robert's Rules of Order in its most recent edition.

9.2. The Constitution of the Society may be amended by a two-thirds majority

of those members present and voting at an Annual, Regular or Special Meeting

of which notice has been given to all members of record at least seven days in

advance of the meeting.

At the March 11, 2004 regular meeting of the Kingston Horticultural Society

the amended Constitution was presented after due notice had been given to the

membership in accordance with Section 9:2. It was moved by Mary Elisabeth

Poirier and seconded by Irene White that the Constitution be accepted as

amended. The motion was carried by a show of hands with none dissenting.

At the March 9, 2006 regular meeting , after due notice had been given in

accordance with Section 9:2 , it was moved by Jane Murphy and seconded by

Irene White that in order to allow the Treasurer to have the financial records

required by the Ontario Horticultural Association prepared in timely fashion,

the Fiscal year of the Kingston Horticultural Society be changed to: from

September 1 to August 31. Motion was carried by a show of hands with none

dissenting.

Jm Mar.10/06.